EX-99 2 exhibit99-1_interface.htm INTERFACE GROUP HOLDING

Exhibit 99.1



Interface Group Holding Company, Inc.
Financial Statements
December 31, 2003 and June 30, 2004


Report of Independent Auditors

To the Directors and Stockholder of Interface
Group Holding Company, Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, of stockholder’s equity, and cash flows present fairly, in all material respects, the financial position of Interface Group Holding Company, Inc., at December 31, 2003, and the results of its operations and its cash flows for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financials statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As further described in Note 1, on July 29, 2004 Interface Group Holding Company, Inc. was acquired by Las Vegas Sands, Inc.

/s/ PricewaterhouseCoopers LLP

October 5, 2004

1


Interface Group Holding Company, Inc.
Consolidated Balance Sheets
December 31, 2003 and June 30, 2004 (Unaudited)
(in thousands of dollars)




December 31,
2003

June 30,
2004

(unaudited)
Assets                
Current assets            
    Cash and cash equivalents   $ 10,433   $ 13,241  
    Accounts receivable, net    904    735  
    Amounts held in escrow    19,297    21,284  
    Prepaid expenses and other assets    539    550  
    Due from affiliates    2,146    961  




              Total current assets    33,319    36,771  

  
Property and equipment, net    52,494    51,294  
Redeemable Preferred Interest in Venetian Casino Resort, LLC    238,328    252,628  
Other assets, net of accumulated amortization            
 of $5,700 and $5,046, respectively    723    68  




      $ 324,864   $ 340,761  




Liabilities and Stockholder´s Equity                
Current liabilities            
    Accounts payable   $ 2,196   $ 3,171  
    Accrued expenses    1,395    1,426  
    Deferred revenue and customer deposits    14,664    12,193  
    Current maturities of long-term debt    4,963    3,158  




             Total current liabilities    23,218    19,948  

  
Long-term debt    122,549    121,167  




             Total liabilities    145,767    141,115  





  
Commitments and contingencies            

  
Stockholder´s equity            
    Common stock, no par value, 25,000 shares authorized  
      10,000 shares issued and outstanding    1    1  
    Capital in excess of par value    19,269    19,269  
    Receivable from stockholder    (1,270 )  (1,812 )
    Retained earnings    161,097    182,188  




             Total stockholder´s equity    179,097    199,646  




    $ 324,864   $ 340,761  




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

2


Interface Group Holding Company, Inc.
Consolidated Statements of Income
Year Ended December 31, 2003 and Six Months Ended June 30, 2003 and 2004 (Unaudited)
(in thousands of dollars)




Six Months Ended
December 31, June 30,
2003
2003
2004
(unaudited) (unaudited)
 
Show revenue     $ 54,502   $ 28,732   $ 36,752  







  
Costs and expenses                 
Show expenses    22,778    11,169    15,805  
Selling, general and administrative    18,611    9,764    9,291  
Depreciation    3,022    1,526    1,521  






             Total operating costs and expenses    44,411    22,459    26,617  






             Operating income    10,091    6,273    10,135  

  
Other income and expense                 
Interest income    409    209    197  
Interest expense    (7,518 )  (3,833 )  (3,541 )
Preferred return on Redeemable Preferred                 
Interest in Venetian Casino Resort, LLC    26,217    12,727    14,300  






             Net income   $ 29,199   $ 15,376   $ 21,091  






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

3


Interface Group Holding Company, Inc.
Consolidated Statements of Stockholder’s Equity
Year Ended December 31, 2003 and Six Months Ended June 30, 2004 (Unaudited)
(in thousands of dollars)




Common Stock
Capital in Receivable    
Number
of Shares

Amount
Excess of
Par Value

from
Stockholder

Retained
Earnings

Total
 
Balance at December 31, 2002       10,000   $ 1   $ 18,548   $ (680 ) $ 131,898   $ 149,767  
Contributions              721            721  
Receivable from stockholder                   (590)         (590)  
Net income                       29,199     29,199  













  
Balance at December 31, 2003       10,000     1     19,269     (1,270 )   161,097     179,097  
Receivable from stockholder (unaudited)                (542 )      (542 )
Net income (unaudited)                    21,091    21,091  













  
Balance at June 30, 2004 (unaudited)    10,000   $ 1   $ 19,269   $ (1,812 ) $ 182,188   $ 199,646  












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

4


Interface Group Holding Company, Inc.
Consolidated Statements of Cash Flows
Year Ended December 31, 2003 and Six Months Ended June 30, 2003 and 2004 (Unaudited)
(in thousands of dollars)




Six Months Ended
December 31, June 30,
2003
2003
2004
(unaudited) (unaudited)
 
Cash flows from operating activities                      
Net income   $ 29,199   $ 15,376   $ 21,091  
Adjustments to reconcile net income to net                 
 cash provided by operating activities                 
    Depreciation    3,022    1,526    1,521  
    Amortization of deferred loan costs    1,348    668    655  
    Preferred return on Redeemable Preferred                 
     Interest in Venetian Casino Resort, LLC    (26,217 )  (12,727 )  (14,300 )
    Changes in assets and liabilities                 
      Accounts receivable    (571 )  (274 )  169  
      Prepaid expenses and other assets    122    305    (11 )
      Accounts payable    (843 )  182    975  
      Accrued expenses    72    29    31  
      Deferred revenues and customer deposits    (1,190 )  (1,982 )  (2,471 )
      Due to/from affiliates    (1,491 )  245    643  






          Net cash provided by operating activities       3,451     3,348     8,303  







  
Cash flows from investing activities                 
Purchases of property and equipment    (737 )  (288 )  (321 )
Amounts held in escrow    307    614    (1,987 )






          Net cash provided by (used in) investing activities       (430 )   326     (2,308 )







  
Cash flows from financing activities                 
Contributions    721          
Repayments of long-term debt    (6,050 )  (2,973 )  (3,187 )






          Net cash used in financing activities    (5,329 )  (2,973 )  (3,187 )






Net increase (decrease) in cash and cash equivalents    (2,308 )  701    2,808  
Cash and cash equivalents at beginning of period    12,741    12,741    10,433  






Cash and cash equivalents at end of period   $ 10,433   $ 13,442   $ 13,241  







  
Supplemental disclosure of cash flow information                 
Cash paid for interest   $ 6,225   $ 3,165   $ 2,886  






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

5


Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)




1. Organization and Business of Company

  Interface Group Holding Company, Inc. (the “Company”), a Nevada corporation, through its subsidiary Interface Group Nevada, Inc. (“IGN”) owns and operates the Sands Expo and Convention Center (“SECC”). Since 1990, SECC has been principally engaged in the operation of a 1.2 million square foot facility that rents convention, meeting and exhibition space and provides various other convention-related services. SECC jointly markets its facilities with its affiliated company, Las Vegas Sands, Inc. (“LVSI”).

  On July 29, 2004, the sole stockholder of the Company contributed his entire interest in the Company to LVSI in exchange for 220,370 shares of LVSI’s common stock. At the time of the acquisition, the fair value of LVSI’s common stock was estimated to be $1,500 per share. The sole stockholder of the Company is also the principal stockholder of LVSI. As such, LVSI will account for the acquisition of the Company as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

2. Summary of Significant Accounting Policies

  Cash and Cash Equivalents
  Cash and cash equivalents consist of cash and short-term investments with original maturities not in excess of 90 days.

  Property and Equipment
  Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from five to thirty years. Expenditures for maintenance and repairs are charged to expense as incurred.

  Management reviews assets for possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Impairment losses would be recognized when estimated future cash flows expected to result from the use of the assets and their eventual disposition are less than their carrying amounts. No such impairment losses have been identified by management.

  Other Non-current Assets
  Other non-current assets consist primarily of deferred loan costs, which are amortized based on the term of the related debt instruments using the straight-line method, which approximates the effective interest method. Such amortization has been included in interest expense in the accompanying statements of income and totaled $1.3 million during the year ended December 31, 2003.

  Deferred Revenue and Customer Deposits
  Deferred revenue for future services and customer deposits for future convention facility rentals are recorded to the extent that the installments have been paid or billed pursuant to contractual terms. Revenue is recorded in income when the related services are performed or event is held.

6


Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)




  Income Taxes
  The Company has elected to be treated as a qualified S Corporation, a tax pass-through entity for federal income tax purposes. Nevada does not levy a corporate income tax. Accordingly, no provision for federal or state income taxes has been made in the accompanying financial statements.

  Use of Estimates
  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

  Concentrations of Credit Risk
  Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. To minimize this risk, the Company routinely assesses the financial strength of its customers; however, collateral is not required. Accounts receivable from two customers at December 31, 2003 accounted for 62.1% of total accounts receivable. Management does not believe that the Company is subject to any material potential credit losses.

  During the year ended December 31, 2003, sales to one customer represented 8% of revenues. This customer has committed, through contract agreements, to hold shows at the SECC through 2007.

  Accounting for Derivative Instruments and Hedging Activities
  In June 1998, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 133 (“SFAS 133”), entitled “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if used in hedging activities, it depends on its effectiveness as a hedge. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in the period of change. Otherwise, gains and losses are not recognized except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

7


Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)




3. Property and Equipment

Property and equipment consists of the following:

            (in thousands of dollars) December 31,
2003

 
            Land, building and improvements     $ 69,155  
            Furniture, fixtures and equipment       11,702  
            Automobiles       624  

     81,481  
            Less: Accumulated depreciation    (28,987 )

    $ 52,494  



4. Redeemable Preferred Interest in Venetian Casino Resort, LLC

  During 1997, the Company contributed $77.1 million in cash to Venetian Casino Resort, LLC (“Venetian”) (a wholly owned subsidiary of LVSI) in exchange for a Series A preferred interest (the “Series A Preferred Interest”) in Venetian. By its terms, the Series A Preferred Interest was convertible at any time into a Series B preferred interest in Venetian (the “Series B Preferred Interest”). In August 1998, the Series A Preferred Interest was converted into the Series B Preferred Interest. The rights of the Series B Preferred Interest include the accrual of a preferred return of 12% from the date of contribution in respect of the Series A Preferred Interest. Until certain indebtedness of Venetian is repaid, the preferred return on the Series B Preferred Interest will accrue, but will not be paid in cash. During the second and third quarters of 1999, the Company contributed $37.3 million and $7.1 million, respectively of cash in exchange for additional Series B Preferred Interest. During the year ended December 31, 2003 and the six months ended June 30, 2004, income of $26.2 million and $14.3 million, respectively was accrued on the Series B Preferred Interest related to the contributions made. There were no distributions of the Series B Preferred Interest paid during the year ended December 31, 2003 and the six months ended June 30, 2004. Upon the completion of LVSI’s acquisition of the Company, the accrual of interest on the Series B Preferred Interest was ceased and it is anticipated that the Series B Preferred Interest will be retired.

5. Long-Term Debt

  Debt consists of the following:

            (in thousands of dollars) December 31,
2003

June 30,
2004

(unaudited)
            $141.0 million note payable with                
              interest at LIBOR plus 3.44%     $ 127,512   $ 124,325  
            Less: Current portion       (4,963 )   (3,158 )




      $ 122,549 $ 121,167






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Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)




  On June 28, 2001, the Company entered into a $141.0 million loan agreement with a financial institution. The proceeds from the loan were used to pay, in full, the outstanding balances of the Company’s then existing notes payable. Principal and interest on the loan are payable on the first calendar day of each month. The loan was due August 1, 2004. On July 30, 2004, the Company paid the total outstanding debt balance as more fully described in Note 9.

  The loan was collateralized by a deed of trust on substantially all of the land, buildings, and equipment of SECC. Pursuant to the loan agreement, the Company was required to maintain certain minimum debt service coverage ratios (as defined) and was also required to maintain an escrow account to provide for taxes, insurance, customer deposits, certain capital expenditures, and one month’s principal and interest. At December 31, 2003 and June 30, 2004, $19.3 million and $21.3 million, respectively was held in escrow. Excess cash beyond the required escrow balances are available to the Company for utilization at its discretion.

  The loan bore interest at LIBOR plus 3.44% and for the year ended December 31, 2003, the average interest rate was 4.6%. The Company had entered into an interest rate cap agreement for the full amount of the loan, which expired on July 30, 2004. The agreement was used to limit the exposure of increases in interest rates and limited the maximum LIBOR rate for purposes of the loan’s variable interest rate calculation to 5.65%. The interest rate cap provision entitled the Company to receive from the counterparties the amounts, if any, by which the selected market interest rates exceeded the strike rates stated in such agreement.

  As of December 31, 2003, the cap agreement had a fair value of $0, based on quoted market values from the institution holding the agreement.

6. Employee Benefits

  All full time employees of SECC may participate in SECC’s 401(k) plan. The plan allows participants to defer, on a pre-tax basis, a portion of their salary and to accumulate tax-deferred earnings as a retirement fund. SECC matches 150% of the first $390 of employee contributions and 50% of employee contributions in excess of $390 up to a maximum of 3% of participating employee’s eligible gross wages. During the year ended December 31, 2003, SECC accrued $49,000 in matching contributions to the plan.

7. Related Party Transactions

  Related party receivables consist of the following:

            (in thousands of dollars) December 31,
2003

June 30,
2004

(unaudited)
 
            Due from Las Vegas Sands, Inc.     $ 1,490   $ 788  
            Due from stockholder    1,270    1,812  
            Due from Interface Employee Leasing    656    173  




    $ 3,416   $ 2,773  




9


Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)




  The Company provides certain travel and jet airplane services as well as convention and meeting facility services to LVSI. For the year ended December 31, 2003 and the six months ended June 30, 2004, the Company recognized revenues of $1.5 million and $1.0 million, respectively and had receivables from LVSI of $1.5 million and $.8 million as of December 31, 2003 and June 30, 2004, respectively.

  In the course of providing convention services to its customers, on occasion, the Company may be required to use meeting room space of LVSI to accommodate requests by its customers. For the year ended December 31, 2003 and the six months ended June 30, 2004, the Company incurred and paid expenses to LVSI of $2.7 million and $1.8 million, respectively for facilities usage and related charges. There were no amounts due to LVSI as of December 31, 2003 and June 30, 2004.

  The Company has paid certain expenditures on behalf of its sole stockholder related to his aircraft. As of December 31, 2003 and June 30, 2004, amounts due from the sole stockholder for these advances were $1.3 million and $1.8 million, respectively. As further described in Note 9, the Company distributed these receivables and certain other assets to its sole stockholder.

  The Company pays for salaries and workers’ compensation premiums on behalf of Interface Employee Leasing (“IEL”). IEL is an affiliate of the Company through common ownership by the Company’s sole stockholder. As of December 31, 2003 and June 30, 2004, amounts due from IEL for these advances were $.7 million and $.2 million, respectively.

8. Commitments and Contingencies

  On October 17, 2003, Bear Stearns Funding, Inc. (the “Plaintiff”) entered into a lawsuit against the Company. The Plaintiff is seeking damages against the Company for alleged breach of contract in the amount of $1.5 million, plus interest and costs. The claim asserts that the amount is due as an agreed-upon fee in connection with the $141.0 million loan agreement described in Note 5. The Company has asserted six counter claims against the Plaintiff in an amount to be determined at trial, but expected to be in excess of $1.5 million. As of October 5, 2004, the date of this report, the Company and its legal counsel were not able to determine the probability of the outcome of these matters. Accordingly, no losses have been provided for in the accompanying financial statements.

  The Company is party to other litigation matters and claims related to its operations. In addition, the Company makes various commitments and incurs contingent liabilities. While it is not feasible to predict the outcome of these other matters, the Company does not presently expect that any sum it may be required to pay in connection with these matters would have a material adverse effect on its financial position, results of operations or cash flows.

  During 1997, IGN entered into an energy services agreement with a heating and air conditioning (“HVAC”) provider. Under the terms of the energy services agreement and other separate energy services agreements between certain affiliated entities and the HVAC provider, HVAC energy and services will be purchased by IGN and certain affiliated entities over an initial term of ten years with an option to collectively extend the terms of their agreements for two consecutive five-year periods. The charges payable under the energy services agreement include a fixed component applied to HVAC costs paid by the HVAC provider and reimbursement of operational and related costs and a management fee. Expenses incurred under the energy services agreement, including variable usage charges, totaled $2.6 million during the year ended December 31, 2003.

10


Interface Group Holding Company, Inc.
Notes to Financial Statements
December 31, 2003 and June 30, 2004 (Unaudited)




  Estimated future minimum fixed payments related to the fixed component of HVAC costs under the energy services agreement are as follows:

            (dollars in thousands)
 
            Years Ending          
            2004   $ 814  
            2005    814  
            2006    814  
            2007      407  


    $ 2,849  




9. Subsequent Events

  Immediately prior to the July 29, 2004 acquisition of the Company by LVSI, the Company distributed approximately $15.3 million to its sole stockholder. The distribution was comprised of $12.9 million of cash, $1.9 million of receivables due from the sole stockholder and $.5 million of certain fixed and other assets.

  In connection with LVSI’s acquisition of the Company on July 29, 2004, LVSI contributed approximately $27.0 million to the Company such that the Company could pay its existing indebtedness, as further described below.

  On July 30, 2004, the Company entered into a $100.0 million loan agreement with a financial institution. The proceeds from the loan, together with the above described equity contribution, were used to pay off the outstanding balance of the Company’s existing note payable as more fully described in Note 5. The new loan matures in August 2006 with two successive options to extend the maturity date for one year each and a third six month extension period. The loan accrues interest at a variable rate of LIBOR plus 3.75% with principal and interest payments due monthly and a balloon payment due on the maturity date. The loan is collateralized by substantially all of the land, buildings, and equipment of SECC. The new loan agreement includes certain restrictive covenants based on the operating income of the Company. Under accounting principles generally accepted in the United States of America, due to the completion of this refinancing transaction, the Company has not classified all of the note payable as a current liability in the accompanying balance sheets.

11