================================================================================
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): APRIL 13, 2007
LAS VEGAS SANDS CORP.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
001-32373 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.
The following information is being furnished under Item 2.02 --
Results of Operations and Financial Condition.
On April 13, 2007, Las Vegas Sands Corp. (the "Company") issued a
press release announcing certain financial information for its Las Vegas
operations for the quarterly period ended March 31, 2007. The press release is
attached as Exhibit 99.1 to this report and is incorporated by reference into
this item.
Within the Company's press release, the Company makes reference
to certain non-GAAP financial measures including "adjusted EBITDA" and
"adjusted property EBITDAR", which have directly comparable GAAP financial
measures. The Company believes that these measures represent important internal
measures of performance. Accordingly, where these non-GAAP measures are
provided, it is done so that investors have the same financial data that
management uses in evaluating performance with the belief that it will assist
the investment community in properly assessing the underlying performance of
the Company on a year-over-year and a quarter sequential basis. Whenever such
information is presented, the Company has complied with the provisions of the
rules under Regulation G and Item 2.02 of Form 8-K. The specific reasons, in
addition to the reasons described above, why the Company's management believes
that the presentation of the non-GAAP financial measures provides useful
information to investors regarding the Company's financial condition, results
of operations and cash flows are as follows:
Adjusted property EBITDAR and adjusted EBITDA are supplemental
non-GAAP financial measures used by management, as well as industry analysts,
to evaluate operations and operating performance. In particular, management
utilizes adjusted property EBITDAR to compare the operating profitability of
its casinos with those of its competitors, as well as for determining certain
incentive compensation. In arriving at adjusted property EBITDAR, rental
expense is added to adjusted EBITDA because the Company leases its HVAC plant
and believes this provides a better comparison of operating profitability to
Las Vegas competitors that own their HVAC plants. The Company is also
presenting adjusted property EBITDAR because it is used by some investors as a
way to measure a company's ability to incur and service debt, make capital
expenditures and meet working capital requirements. Gaming companies have
historically reported EBITDAR as a supplemental performance measure to GAAP
financial measures. In order to view the operations of their casinos on a more
stand-alone basis, gaming companies, including Las Vegas Sands Corp., have
historically excluded certain expenses that do not relate to the management of
specific casino properties, such as pre-opening expense, development expense,
and corporate expense, from their EBITDAR calculations. When evaluating
adjusted property EBITDAR, investors should consider, among other factors, (1)
increasing or decreasing trends in adjusted property EBITDAR and (2) how
adjusted property EBITDAR compares to levels of debt and interest expense.
However, adjusted property EBITDAR should not be interpreted as an alternative
to income from operations (as an indicator of operating performance) or to cash
flows from operations (as a measure of liquidity), in each case, as determined
in accordance with generally accepted accounting principles. The Company has
significant uses of cash flow, including capital expenditures, interest
payments and debt principal repayments, which are not reflected in adjusted
property EBITDAR. Not all companies calculate EBITDAR in the same manner. As a
result, adjusted property EBITDAR as presented by Las Vegas Sands Corp. may not
be directly comparable to similarly titled measures presented by other
companies. Adjusted property EBITDAR consists of adjusted EBITDAR for a
particular property, such as The Venetian in Las Vegas. Accordingly, the
measures are presented so that investors have the same financial data that
management uses in evaluating performance with the belief that it will assist
the investment community in properly assessing the underlying performance of
the Company on a year-over-year and a quarter sequential basis.
Within the press release, the Company also referred to its
provision for bad debt of approximately $16 million in the 2007 first quarter,
which included approximately $10 million related to a single premium customer.
This $10 million provision fully covers the Company's exposure to this customer.
ITEM 7.01 REGULATION FD DISCLOSURE.
The Company also announced that it intends to begin the marketing
and syndication of a $5 billion domestic credit facility, the proceeds of which
are planned to be used to refinance its existing domestic credit facilities, to
provide funding for current and future capital needs and for general corporate
purposes.
The information in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT DESCRIPTION
------- -----------
99.1 Press Release, dated April 13, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 13, 2007
LAS VEGAS SANDS CORP.
By: /s/ Robert P. Rozek
-------------------------
Name: Robert P. Rozek
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release, dated April 13, 2007.