-----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, R3Vdwm9tkfe/VoifBAccbMZpn67qOTZ79+mwo9NYo8hxJCve/5fxRFPlbw6AYjCd 78iGCG0JXMrbwp6OEqXfeg== 0000950146-98-001359.txt : 19980813 0000950146-98-001359.hdr.sgml : 19980813 ACCESSION NUMBER: 0000950146-98-001359 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS INC CENTRAL INDEX KEY: 0000850994 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 043010100 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-42147 FILM NUMBER: 98683455 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BLVD SOUTH RM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027335499 10-Q 1 QUARTERLY REPORT ON FORM 10-Q UNITED STATES SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 [ ] 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 333-42147 LAS VEGAS SANDS, INC. (Exact name of registration as specified in its charter) Nevada 04-3010100 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3355 Las Vegas Boulevard South, Room 1A Las Vegas, Nevada 89109 ----------------- ----- (Address of principal executive offices) (Zip Code) (702) 733-5000 ------------------------------------------------------ (Registrant's telephone number, including area code) ------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of August 7, 1998. Class Outstanding at August 7, 1998 ----- ----------------------------- Common Stock, $.10 par value 925,000 shares Las Vegas Sands, Inc. Table of Contents Part I FINANCIAL INFORMATION Item 1. Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 1998 and June 30, 1997 ........................ 1 Consolidated Balance Sheets At June 30, 1998 and December 31, 1997 ................. 2 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1998 and June 30, 1997 ........................ 3 Notes to Consolidated Financial Statements ............ 4-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ......8-10 Part II Other Information Item 6. Exhibits and Reports on Form 8-K ...................... 11 Signatures ............................................ 12 LAS VEGAS SANDS, INC. Part I Financial Information Item 1. Financial Statements Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, -------- -------- 1998 1997 1998 1997 ---- ---- ---- ---- Revenues: Other $ 298 $ 237 $ 447 $ 466 -------- -------- -------- ----- Total revenues 298 237 447 466 Operating expenses: Payroll 549 549 Advertising 125 125 Professional services 246 246 Other general & administrative expenses 953 953 Amortization 25 25 50 50 -------- -------- -------- ----- Total operating expenses 1,898 25 1,923 50 -------- -------- -------- ----- Operating income (loss) (1,600) 212 (1,476) 416 -------- -------- -------- ----- Other income (expense): Interest income 4,994 25 10,693 49 Interest expense, net of amounts capitalized (11,018) (23,620) -------- -------- -------- ----- Net income (loss) $ (7,624) $ 237 $(14,403) $ 465 ======== ======== ======== ===== Basic and diluted income (loss) per share $ (8.24) $ 0.26 $ (15.57) $0.50 ======== ======== ======== =====
The accompanying notes are an integral part of these consolidated financial statements. 1 LAS VEGAS SANDS, INC. Consolidated Balance Sheets (In thousands, except per share data)
June 30, 1998 December 31, (Unaudited) 1997 ----------- ---- ASSETS Current assets: Cash and cash equivalents $ 1,185 $ 857 Restricted cash and investments 316,425 341,725 Other current assets 202 213 --------- --------- Total current assets 317,812 342,795 Property and equipment, net 493,251 279,770 Restricted investments 85,186 Deferred offering costs, net 36,840 38,618 Other assets 1,372 1,398 --------- --------- $ 849,275 $ 747,767 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ -- $ 1,701 Construction payables 57,368 32,141 Other accrued liabilities 9,544 9,913 Current maturities of long term debt 1,362 --------- --------- Total current liabilities 68,274 43,755 Long-term debt 607,004 515,612 --------- --------- 675,278 559,367 --------- --------- Preferred Interest in Venetian Casino Resort, LLC, a wholly owned subsidiary 77,053 77,053 --------- --------- Commitments and contingencies Stockholder's equity: Common stock, $.10 par value, 3,000,000 shares authorized, 925,000 shares issued and outstanding 92 92 Capital in excess of par value 112,977 112,977 Accumulated deficit since June 30, 1996 (16,125) (1,722) --------- --------- 96,944 111,347 --------- --------- $ 849,275 $ 747,767 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. 2 LAS VEGAS SANDS, INC. Consolidated Statements of Cash Flows (In thousands) (Unaudited)
Six Months Ended June 30, -------- 1998 1997 ---- ---- Cash flows from operating activities: Net income (loss) $ (14,403) $ 465 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Amortization 50 50 Interest earned on restricted investments (6,358) -- Changes in assets and liabilities Other current assets 11 194 Other assets (26) (58) Accounts payable (1,701) (565) Other accrued liabilities (369) (720) --------- -------- Net cash used in operating activities (22,796) (634) --------- -------- Cash flows from investing activities: Proceeds from sale of investments 116,844 Construction of Casino Resort (186,037) (25,399) --------- -------- Net cash used in investing activities (69,193) (25,399) --------- -------- Cash flows from financing activities: Proceeds from capital contributions 25,500 Proceeds from preferred interest in Venetian 10,000 Proceeds from mall construction loan facility 38,292 Proceeds from bank credit facility 46,000 Proceeds from revolving credit facility 8,025 --------- -------- Net cash provided by financing activities 92,317 35,500 --------- -------- Increase in cash and cash equivalents 328 9,467 Cash and cash equivalents at beginning of period 857 879 --------- -------- Cash and cash equivalents at end of period $ 1,185 $ 10,346 ========= ======== Supplemental disclosure of cash flow information: Cash payments for interest $ 33,114 $ -- ========= ========
The accompanying notes are an integral part of these consolidated financial statements. 3 LAS VEGAS SANDS, INC. Notes to Financial Statements Note 1 Organization and Basis of Presentation The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Las Vegas Sands, Inc. ("LVSI") is a Nevada corporation. Effective April 28, 1989, LVSI commenced gaming operations in Las Vegas, Nevada, by acquiring the Sands Hotel and Casino (the "Sands"). On June 30, 1996, LVSI closed the Sands and subsequently demolished the facility to make way for a planned two phase hotel-casino resort. The first phase of the hotel casino resort (the "Casino Resort") will include approximately 3,036 suites, casino space approximating 116,000 square feet, approximately 500,000 square feet of convention space, and approximately 500,000 square feet of retail shops and restaurants. The consolidated financial statements as of June 30, 1998, June 30, 1997 and December 31, 1997 include the accounts of LVSI and its wholly owned subsidiaries (the "Subsidiaries"), including Venetian Casino Resort, LLC ("Venetian"), Grand Canal Shops Mall, LLC (the "Mall Subsidiary"), Lido Casino Resort, LLC, Mall Intermediate Holding Company, LLC ("Mall Intermediate"), Grand Canal Shops Mall Construction, LLC ("Mall Construction"), Lido Intermediate Holding Company, LLC ("Lido Intermediate"), Grand Canal Shops Mall Holding Company, LLC, Lido Casino Resort Holding Company, LLC, Grand Canal Shops Mall MM, Inc. and Lido Casino Resort MM, Inc. (collectively, the "Company"). Each of LVSI and the Subsidiaries is a separate legal entity and the assets of each such entity are intended to be available only to the creditors of such entity. Venetian was formed on March 20, 1997 to own and operate certain portions of the Casino Resort. LVSI is the managing member and owns 100% of the common voting equity in Venetian. The entire preferred interest in Venetian is owned by Interface Group Holding Company, Inc., which is wholly owned by LVSI's sole stockholder (the "Sole Stockholder"). Mall Intermediate, Mall Construction and Lido Intermediate are special purpose companies, which are wholly owned subsidiaries of Venetian. They are guarantors or co-obligors of certain indebtedness related to the construction of the Casino Resort. The Mall Subsidiary is an indirect wholly owned subsidiary of Mall Intermediate and was formed on March 20, 1997 to own and operate the retail mall in the Casino Resort. Construction of the Casino Resort commenced in April 1997 and completion is scheduled for the second quarter of 1999. The Company expects to expend $998.5 million (including capitalized interest and financing costs) to complete construction and open the Casino Resort. Note 2 Per Share Data Basic and diluted per share amounts are calculated based upon the weighted average number of shares outstanding. The weighted average number of shares outstanding used in the computation of per share amounts of common stock was 925,000 for all periods presented. Note 3 Property and Equipment Property and equipment includes costs incurred to construct the Casino Resort and consists of the following (in thousands):
June 30, December 31, 1998 1997 ---- ---- Land and land improvements $ 93,634 $ 93,634 Equipment, furniture and fixtures 422 422 Construction in progress 399,195 185,714 -------- --------- $493,251 $ 279,770 ======== =========
4 LAS VEGAS SANDS, INC. Notes to Financial Statements (continued) Note 3 Property and Equipment (continued) Construction in progress at June 30, 1998 and December 31, 1997 consists of construction costs, including capitalized interest of $15.2 million and $2.2 million at June 30, 1998, and December 31, 1997, respectively. Note 4 Long-Term Debt Long-term debt consists of the following (in thousands):
June 30, December 31, 1998 1997 ---- ---- 12 1/4% Mortgage Notes, due November 15, 2004 $425,000 $ 425,000 14 1/4% Senior Subordinated Notes, due November 15, 2005 (Net of unamortized discount of $6,451 and $6,888) 91,049 90,612 Mall Construction Loan Facility 38,292 Revolving Credit Facility 8,025 Bank Credit Facility 46,000 Less: current maturities (1,362) -------- --------- Total long-term debt $607,004 $ 515,612 ======== =========
In connection with the financing for the Casino Resort, the Company entered into a series of transactions during 1997 to provide for the development and construction of the Casino Resort. In November 1997, the Company issued $425.0 million aggregate principal amount of Mortgage Notes (the "Mortgage Notes") and $97.5 million aggregate principal amount of Senior Subordinated Notes (the "Senior Subordinated Notes" and, together with the Mortgage Notes, the "Notes") in a private placement. In November 1997, LVSI, Venetian and a syndicate of lenders entered into a bank credit facility (the "Bank Credit Facility"). The Bank Credit Facility provides up to $150.0 million in multiple draw term loans to the Company for construction and development of the Casino Resort. Up to $20.0 million of additional credit in the form of revolving loans under the Bank Credit Facility (the "Revolving Credit Facility") is available generally for working capital beginning six months prior to the completion date. During the construction of the Casino Resort, up to $15.0 million of the revolving loans or letters of credit will be available to fund purchases of certain furniture, fixtures and equipment. In November 1997, LVSI, Venetian, Mall Construction and a major non-bank lender entered into a mall construction loan facility to provide up to $140.0 million in financing for the retail mall in the Casino Resort (the "Mall Construction Loan Facility"). In December 1997, the Company entered into an agreement (the "FF&E Credit Facility") with certain lenders to provide for $97.7 million of financing for certain furniture, fixtures and equipment to be secured under the FF&E Credit Facility and an electrical substation. During the six months ended June 30, 1998, $38.3 million, $8.0 million and $46.0 million were drawn from the Mall Construction Loan Facility, Revolving Credit Facility and the Bank Credit Facility, respectively. In addition, during the first six months the Company has committed to $3.2 million of irrevocable letters of credit drawn on the Bank Credit Facility revolving loan. Note 5 Commitments and Contingencies Construction Costs Ground breaking for the Casino Resort occurred in April 1997. The redevelopment of the site of the Sands is expected to be completed in two phases (with the first phase being construction of the Casino Resort). There can be no assurance, however, as to when, or if, such construction will be completed due to risks and uncertainties inherent in the development process. The cost of the Casino Resort (excluding land acquisition cost) is currently estimated at $998.5 million. Litigation The Company is party to litigation matters and claims related to its operations. The financial statements include provisions for estimated losses related thereto. Management does not expect that the final resolution of these matters will have a material impact on the financial position and results of operations of the Company. 5 LAS VEGAS SANDS, INC. Notes to Financial Statements (continued) Note 6 Summarized Financial Information Venetian, Mall Intermediate, Mall Construction, and Lido Intermediate (collectively, the "Subsidiary Guarantors") are wholly owned subsidiaries of LVSI. Venetian and LVSI are co-obligors of the Notes and certain other indebtedness related to construction of the Casino Resort and are jointly and severally liable for such indebtedness. The Subsidiary Guarantors have jointly and severally guaranteed (or are co-obligors of) such debt on a full and unconditional basis (other than indebtedness under the Mall Construction Loan Facility which is guaranteed only by Mall Intermediate and Mall Construction). No other subsidiary of LVSI is an obligor or guarantor of any of the Casino Resort financing. Summarized financial information is presented for non-guarantor subsidiaries of the Company through June 30, 1998. Separate financial statements and other disclosures concerning each of Venetian, the Subsidiary Guarantors and non-guarantor subsidiaries are not presented because management believes that they are not material to investors. Summarized financial information of LVSI, Venetian, the Subsidiary Guarantors, and non-guarantor subsidiaries on a combined basis as of and for the six months ended June 30, 1998 is as follows (in thousands): 6 CONDENSED BALANCE SHEETS
Venetian and the Non- Consolidating/ Las Vegas Subsidiary Guarantor Eliminating Sands, Inc. Guarantors Subsidiaries Entries Total ----------- ---------- ------------ ------- ----- Cash and cash equivalents $ 485 $ 692 $ 8 $ -- $ 1,185 Restricted cash and investments 316,425 316,425 Amounts due from Venetian 630 (630) -- Other current assets 3 199 202 -------- --------- --- --------- -------- Total current assets 1,118 317,316 8 (630) 317,812 -------- --------- --- --------- -------- Property and equipment, net 493,251 493,251 Investment in Subsidiaries 114,156 117 8 (114,281) -- Deferred offering costs 36,840 36,840 Other assets 1,308 64 1,372 -------- --------- --- --------- -------- $116,582 $ 847,588 $16 $(114,911) $849,275 ======== ========= === ========= ======== Accounts payable $ -- $ -- $-- $ -- $ -- Construction payables 57,368 57,368 Amounts due to LVSI 630 (630) -- Other accrued liabilities 1,586 7,958 9,544 Current maturities of long term debt 1,362 1,362 -------- --------- --- --------- -------- Total current liabilities 1,586 67,318 (630) 68,274 Long-term debt 607,004 607,004 -------- --------- --- --------- -------- 1,586 674,322 (630) 675,278 Preferred interest in Venetian 77,053 77,053 -------- --------- --- --------- -------- Stockholder's equity 114,996 96,213 16 (114,281) 96,944 -------- --------- --- --------- -------- $116,582 $ 847,588 $16 $(114,911) $849,275 ======== ========= === ========= ========
6 LAS VEGAS SANDS, INC. Notes to Financial Statements (continued) Note 6 Summarized Financial Information (continued) CONDENSED STATEMENTS OF OPERATIONS
Venetian and the Non- Consolidating/ Las Vegas Subsidiary Guarantor Eliminating Sands, Inc. Guarantors Subsidiaries Entries Total ----------- ---------- ------------ ------- ----- Revenues $426 $ 21 $ -- $-- $ 447 Operating expenses 50 1,828 45 1,923 ---- -------- -------- -- -------- Operating income (loss) 376 (1,807) (45) (1,476) Other income (expense): Interest income 21 10,672 10,693 Interest expense (23,620) (23,620) ---- -------- -------- --- -------- Net income (loss) $397 $(14,755) $ (45) $-- $(14,403) ==== ======== ======== === ========
CONDENSED STATEMENTS OF CASH FLOWS
Venetian and the Non- Consolidating/ Las Vegas Subsidiary Guarantor Eliminating Sands, Inc. Guarantors Subsidiaries Entries Total ----------- ---------- ------------ ------- ----- Net cash provided by ( used in) operating activities $ 367 $ (23,118) $ (45) $ -- $ (22,796) ----- --------- ----- ---- --------- Cash flows from investing activities: Proceeds from sale of investments 116,844 116,844 Investment in subsidiaries (24) (80) (8) 112 -- Construction of Casino Resort (186,037) (186,037) ----- --------- ----- ---- --------- Net cash used in investing activities (24) (69,273) (8) 112 (69,193) Cash flows from financing activities: Proceeds from mall construction loan facility 38,292 38,292 Proceeds from bank credit facility 46,000 46,000 Proceeds from revolving credit facility 8,025 8,025 Proceeds from capital contributions -- 51 61 (112) -- ----- --------- ----- ---- --------- Net cash provided by financing activities -- 92,368 61 (112) 92,317 ----- --------- ----- ---- --------- Increase (decrease) in cash and cash equivalents 343 (23) 8 328 Cash and cash equivalents at beginning of period 142 715 857 ----- --------- ----- ---- --------- Cash and cash equivalents at end of period $ 485 $ 692 $ 8 $ -- $ 1,185 ===== ========= ===== ==== =========
7 LAS VEGAS SANDS, INC. 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 consolidated Financial Statements and the notes thereto and other financial information included in the 1997 Annual Report on Form 10-K. 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." Results of Operations The Company owns and is developing approximately 45 acres on the Las Vegas Strip. The Company is constructing and will own and operate the Casino Resort, a large-scale Venetian-themed hotel, casino, retail, meeting and entertainment complex in Las Vegas, Nevada. The Casino Resort is expected to commence operations in the second quarter of 1999. On June 30, 1996 the Company suspended operations and closed the Sands to begin the construction of the Casino Resort. The Company's operating income since June 30, 1996 primarily consists of rental and royalty income. Pre-opening activities associated with the opening of the Casino Resort commenced during the second quarter 1998 and are included in operating expenses. Other income and expense consists of interest income earned and non-capitalized interest expense associated with financing the development of the Casino Resort. Second Quarter Ended 1998 compared to Second Quarter Ended 1997 Operating Revenues. Revenues for the second quarter of 1998 were $298,000 compared with $237,000 during the same period last year and consisted primarily of rental and royalty income. Operating Expenses. Pre-opening expenses of $1.9 million were incurred during the second quarter of 1998 compared with $0 during the same period in 1997. Pre-opening expenses included payroll, advertising, professional services and other general and administrative expenses related to the opening of the Casino Resort. Amortization expense was $25,000 in both quarters. Interest Income (Expense). Interest income increased to $5.0 million during the second quarter of 1998 from $25,000 during the same period last year as a result of investing proceeds received from the sale of the Notes in the aggregate principal amount of $522.5 million on November 14, 1997. The increase in interest expense to $11.0 million for the quarter ended June 30, 1998 from $0 during the same period in 1997 represents the non-capitalized interest expense resulting from debt incurred related to the financing of the Casino Resort. Six Months Ended 1998 compared to Six Months Ended 1997 Operating Revenues. Revenues for the first six months of 1998 were $447,000 compared with $466,000 during the same period last year and consisted primarily of rent and royalty income. Operating Expenses. Pre-opening expenses of $1.9 million were incurred during the first six months of 1998 compared with $0 during the same period in 1997. Pre-opening expenses included payroll, advertising, professional services and other general and administrative expenses related to the opening of the Casino Resort. Amortization expense was $50,000 in both periods. Interest Income (Expense). Interest income increased to $10.7 million during the first six months of 1998 from $49,000 during the same period last year as a result of investing proceeds received from the sale of the Notes in the aggregate principal amount of $522.5 million on November 14, 1997. The increase in interest expense to $23.6 million for the six months ended June 30, 1998 from $0 during the same period in 1997 represents the non-capitalized interest expense resulting from debt incurred related to the financing of the Casino Resort. 8 LAS VEGAS SANDS, INC. Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations (Continued) Liquidity and Capital Resources As of June 30, 1998 and December 31, 1997 the Company held cash and cash equivalents of $1.2 million and $0.9 million, respectively. As of June 30, 1998 and December 31, 1997, the Company held restricted cash and cash equivalents of $316.4 million and $426.9 million, respectively. Cash used in operating activities for the first six months of 1998 was $22.8 million compared with $0.6 million for the same period of 1997. Capital expenditures during the first six months of 1998 were $186.0 million, consisting of construction of the Casino Resort. Of the cost expended or incurred during the first six months of 1998, $46.0 million, $8.0 million and $38.3 million were drawn from the Bank Credit Facility, Revolving Credit Facility and Mall Construction Loan Facility, respectively. The balance of the capital expenditures represents proceeds from the Notes and period end accruals for construction payables and contractor retention amounts. As of June 30, 1998, approximately $454.0 million of the total project cost of $998.5 million (excluding land acquisitions costs) had been expended or incurred to fund construction and development of the Casino Resort. The remaining $544.5 million of estimated construction and development costs for the Casino Resort is expected to be funded from a combination of (i) continued company borrowings under a $150.0 million Bank Credit Facility, (ii) remaining proceeds from the offering of the Mortgage Notes, (iii) continued borrowings under a $140.0 million Mall Construction Loan Facility and (iv) borrowings under a $97.7 million FF&E Credit Facility. In addition, a heating, ventilating and air conditioning provider (the "HVAC Provider") will separately contribute $70.0 million for the purchase and installation of heating, ventilating and air conditioning equipment which the HVAC Provider will own and operate. LVSI and Venetian completed an exchange offer on June 1, 1998 for $425.0 million of their 12.25% Mortgage Notes due 2004 and $97.5 million of their 14.25% Senior Subordinated Notes due 2005, pursuant to a registration statement which became effective April 30, 1998. The Notes were exchanged for notes with substantially the same terms issued in the private placement in November 1997. Following the completion of the Casino Resort, the Company expects to fund their operations and capital requirements from (i) operating cash flow and (ii) additional indebtedness of up to $20.0 million of revolving loans under the Bank Credit Facility. Although no additional financing for the Casino Resort is currently contemplated (other than that described above), the Company will seek, if necessary and to the extent permitted under the indentures entered into in connection with the issuance of each of the Mortgage Notes and the Senior Subordinated Notes and the terms of the Bank Credit Facility and the Mall Construction Loan Facility, additional financing through additional bank borrowings or debt or equity financings. There can be no assurance that additional financing, if needed, will be available to the Company, and, if available, that the financing will be on terms favorable to the Company, or that the Sole Stockholder or any of his affiliates will provide any such financing. Finally, there can be no assurance that new business developments or other unforeseen events will not occur resulting in the need to raise additional funds. 9 LAS VEGAS SANDS, INC. Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations (Continued) Special Note Regarding Forward-Looking Statements Certain statements in this Section and elsewhere in this Quarterly Report on Form 10-Q constitute "forward-looking statements." Such forward-looking statements include the discussions of the business strategies of the Company and expectations concerning future operations, margins, profitability, liquidity and capital resources. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks associated with entering into a new venture and new construction, competition and other planned construction in Las Vegas, government regulation related to the casino industry, uncertainty of casino spending and vacationing in casino resorts in Las Vegas, occupancy rates and average daily room rates in Las Vegas, demand for all-suites rooms, the popularity of Las Vegas as a convention and trade show destination, the completion of infrastructure improvements in Las Vegas, including the recent expansion of McCarran International Airport, and general economic and business conditions which may impact levels of disposable income of consumers and pricing of hotel rooms. 10 LAS VEGAS SANDS, INC. Part II OTHER INFORMATION Items 1 through 5 of Part II are not applicable. Item 6. Exhibits and Reports on Form 8-K (a) List of Exhibits Exhibit No. Description of Document ----------- ----------------------- 27.1 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 1998. 11 LAS VEGAS SANDS, INC. 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 thereunto duly authorized. LAS VEGAS SANDS, INC. August 12, 1998 By:/s/ Sheldon G. Adelson ---------------------- Sheldon G. Adelson Chairman of the Board, Chief Executive Officer and Director August 12, 1998 By:/s/ Harry D. Miltenberger ------------------------- Harry D. Miltenberger Vice President-Finance (principal financial and accounting officer) 12 EX-27 2 FDS -- 10-Q JUNE 30, 1998
5 0000850994 Venetian 1000 6-MOS Dec-31-1998 Jun-30-1998 1,185 316,425 0 0 0 317,812 493,251 0 849,275 68,274 516,050 77,053 0 92 96,852 849,275 447 447 0 1,923 0 0 23,620 (14,403) 0 (14,403) 0 0 0 (14,403) (15) (15)
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