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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
Form 10-Q
_________________________________________________________
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
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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)
_________________________________________________________
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Nevada |
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27-0099920 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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5500 Haven Street |
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Las Vegas, |
Nevada |
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89119 |
(Address of principal executive offices) |
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(Zip Code) |
(702) 923-9000
(Registrant’s telephone number, including area code)
_______________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.001 par value) |
LVS |
New York Stock Exchange |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
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 such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
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Accelerated Filer |
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Non-accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the
Registrant’s classes of common stock, as of the latest practicable
date.
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Class |
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Outstanding at October 19, 2022 |
Common Stock ($0.001 par value) |
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764,166,260 shares |
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 6. |
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PART I FINANCIAL INFORMATION
ITEM 1 —
FINANCIAL STATEMENTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30,
2022 |
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December 31,
2021 |
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(In millions, except par value)
(Unaudited) |
ASSETS |
Current assets: |
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Cash and cash equivalents |
$ |
5,836 |
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$ |
1,854 |
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Restricted cash and cash equivalents |
— |
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16 |
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Accounts receivable, net of provision for credit losses of $209 and
$232
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210 |
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202 |
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Inventories |
23 |
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22 |
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Prepaid expenses and other |
138 |
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113 |
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Current assets of discontinued operations held for sale |
— |
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3,303 |
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Total current assets |
6,207 |
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5,510 |
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Loan receivable |
1,208 |
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— |
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Property and equipment, net |
11,284 |
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11,850 |
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Restricted cash |
289 |
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— |
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Deferred income taxes, net |
165 |
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297 |
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Leasehold interests in land, net |
2,034 |
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2,166 |
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Intangible assets, net |
62 |
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19 |
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Other assets, net |
220 |
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217 |
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Total assets |
$ |
21,469 |
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$ |
20,059 |
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LIABILITIES AND EQUITY |
Current liabilities: |
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Accounts payable |
$ |
91 |
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$ |
77 |
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Construction payables |
178 |
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227 |
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Other accrued liabilities |
1,285 |
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1,334 |
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Income taxes payable |
323 |
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32 |
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Current maturities of long-term debt |
1,514 |
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74 |
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Current liabilities of discontinued operations held for
sale |
— |
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821 |
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Total current liabilities |
3,391 |
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2,565 |
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Other long-term liabilities |
368 |
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352 |
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Deferred income taxes |
150 |
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173 |
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Long-term debt |
13,779 |
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14,721 |
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Total liabilities |
17,688 |
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17,811 |
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Commitments and contingencies (Note 10)
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Equity: |
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Preferred stock, $0.001 par value, 50 shares authorized, zero
shares issued and outstanding
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— |
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— |
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Common stock, $0.001 par value, 1,000 shares authorized, 833 shares
issued, 764 shares outstanding
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1 |
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1 |
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Treasury stock, at cost, 69 shares
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(4,481) |
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(4,481) |
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Capital in excess of par value |
6,675 |
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6,646 |
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Accumulated other comprehensive loss |
(148) |
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(22) |
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Retained earnings (deficit) |
1,853 |
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(148) |
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Total Las Vegas Sands Corp. stockholders’ equity |
3,900 |
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1,996 |
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Noncontrolling interests |
(119) |
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252 |
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Total equity |
3,781 |
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2,248 |
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Total liabilities and equity |
$ |
21,469 |
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$ |
20,059 |
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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(In millions, except per share data)
(Unaudited) |
Revenues: |
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Casino |
$ |
637 |
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$ |
533 |
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$ |
1,973 |
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$ |
2,241 |
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Rooms |
123 |
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100 |
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315 |
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311 |
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Food and beverage |
82 |
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42 |
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198 |
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148 |
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Mall |
119 |
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165 |
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416 |
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469 |
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Convention, retail and other |
44 |
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17 |
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91 |
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57 |
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Net revenues |
1,005 |
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857 |
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2,993 |
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3,226 |
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Operating expenses: |
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Casino |
410 |
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451 |
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1,323 |
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1,603 |
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Rooms |
41 |
|
|
40 |
|
|
125 |
|
|
124 |
|
Food and beverage |
83 |
|
|
55 |
|
|
221 |
|
|
186 |
|
Mall |
16 |
|
|
17 |
|
|
53 |
|
|
48 |
|
Convention, retail and other |
27 |
|
|
21 |
|
|
73 |
|
|
62 |
|
Provision for credit losses |
8 |
|
|
3 |
|
|
14 |
|
|
9 |
|
General and administrative |
238 |
|
|
223 |
|
|
694 |
|
|
667 |
|
Corporate |
53 |
|
|
64 |
|
|
167 |
|
|
169 |
|
Pre-opening |
4 |
|
|
6 |
|
|
11 |
|
|
15 |
|
Development |
26 |
|
|
13 |
|
|
108 |
|
|
59 |
|
Depreciation and amortization |
260 |
|
|
262 |
|
|
780 |
|
|
775 |
|
Amortization of leasehold interests in land |
14 |
|
|
14 |
|
|
42 |
|
|
42 |
|
Loss on disposal or impairment of assets |
2 |
|
|
4 |
|
|
8 |
|
|
18 |
|
|
1,182 |
|
|
1,173 |
|
|
3,619 |
|
|
3,777 |
|
Operating loss |
(177) |
|
|
(316) |
|
|
(626) |
|
|
(551) |
|
Other income (expense): |
|
|
|
|
|
|
|
Interest income |
38 |
|
|
1 |
|
|
56 |
|
|
3 |
|
Interest expense, net of amounts capitalized |
(183) |
|
|
(157) |
|
|
(501) |
|
|
(469) |
|
Other income (expense) |
2 |
|
|
(12) |
|
|
(29) |
|
|
(19) |
|
Loss on modification or early retirement of debt |
— |
|
|
(137) |
|
|
— |
|
|
(137) |
|
Loss from continuing operations before income taxes |
(320) |
|
|
(621) |
|
|
(1,100) |
|
|
(1,173) |
|
Income tax (expense) benefit |
(60) |
|
|
27 |
|
|
(172) |
|
|
19 |
|
Net loss from continuing operations |
(380) |
|
|
(594) |
|
|
(1,272) |
|
|
(1,154) |
|
Discontinued operations: |
|
|
|
|
|
|
|
Income from operations of discontinued operations, net of
tax |
— |
|
|
99 |
|
|
46 |
|
|
75 |
|
Gain on disposal of discontinued operations, net of tax |
— |
|
|
— |
|
|
2,861 |
|
|
— |
|
Adjustment to gain on disposal of discontinued operations, net of
tax |
(1) |
|
|
— |
|
|
(4) |
|
|
— |
|
Income (loss) from discontinued operations, net of tax |
(1) |
|
|
99 |
|
|
2,903 |
|
|
75 |
|
Net income (loss) |
(381) |
|
|
(495) |
|
|
1,631 |
|
|
(1,079) |
|
Net loss attributable to noncontrolling interests from continuing
operations |
142 |
|
|
127 |
|
|
370 |
|
|
241 |
|
Net income (loss) attributable to Las Vegas Sands Corp. |
$ |
(239) |
|
|
$ |
(368) |
|
|
$ |
2,001 |
|
|
$ |
(838) |
|
Earnings (loss) per share - basic and diluted: |
|
|
|
|
|
|
|
Loss from continuing operations |
$ |
(0.31) |
|
|
$ |
(0.61) |
|
|
$ |
(1.18) |
|
|
$ |
(1.20) |
|
Income (loss) from discontinued operations, net of tax |
— |
|
|
0.13 |
|
|
3.80 |
|
|
0.10 |
|
Net income (loss) attributable to Las Vegas Sands Corp. |
$ |
(0.31) |
|
|
$ |
(0.48) |
|
|
$ |
2.62 |
|
|
$ |
(1.10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
Basic and diluted |
764 |
|
|
764 |
|
|
764 |
|
|
764 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions)
(Unaudited) |
Net income (loss) |
$ |
(381) |
|
|
$ |
(495) |
|
|
$ |
1,631 |
|
|
$ |
(1,079) |
|
Currency translation adjustment |
(64) |
|
|
(26) |
|
|
(129) |
|
|
(62) |
|
Cash flow hedge fair value adjustment |
1 |
|
|
(2) |
|
|
1 |
|
|
(2) |
|
Total comprehensive income (loss) |
(444) |
|
|
(523) |
|
|
1,503 |
|
|
(1,143) |
|
Comprehensive loss attributable to noncontrolling
interests |
143 |
|
|
129 |
|
|
372 |
|
|
244 |
|
Comprehensive income (loss) attributable to Las Vegas Sands
Corp. |
$ |
(301) |
|
|
$ |
(394) |
|
|
$ |
1,875 |
|
|
$ |
(899) |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Las Vegas Sands Corp. Stockholders’ Equity |
|
|
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Capital in
Excess of
Par Value |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Retained
Earnings (Deficit) |
|
Noncontrolling
Interests |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
(Unaudited) |
Balance at June 30, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,634 |
|
|
$ |
(6) |
|
|
$ |
343 |
|
|
$ |
455 |
|
|
$ |
2,946 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(368) |
|
|
(127) |
|
|
(495) |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(24) |
|
|
— |
|
|
(2) |
|
|
(26) |
|
Cash flow hedge fair value adjustment |
— |
|
|
— |
|
|
— |
|
|
(2) |
|
|
— |
|
|
— |
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
— |
|
|
— |
|
|
5 |
|
|
— |
|
|
— |
|
|
1 |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,639 |
|
|
$ |
(32) |
|
|
$ |
(25) |
|
|
$ |
327 |
|
|
$ |
2,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,611 |
|
|
$ |
29 |
|
|
$ |
813 |
|
|
$ |
565 |
|
|
$ |
3,538 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(838) |
|
|
(241) |
|
|
(1,079) |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(59) |
|
|
— |
|
|
(3) |
|
|
(62) |
|
Cash flow hedge fair value adjustment |
— |
|
|
— |
|
|
— |
|
|
(2) |
|
|
— |
|
|
— |
|
|
(2) |
|
Exercise of stock options
|
— |
|
|
— |
|
|
15 |
|
|
— |
|
|
— |
|
|
4 |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
— |
|
|
2 |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,639 |
|
|
$ |
(32) |
|
|
$ |
(25) |
|
|
$ |
327 |
|
|
$ |
2,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,665 |
|
|
$ |
(86) |
|
|
$ |
2,092 |
|
|
$ |
24 |
|
|
$ |
4,215 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(239) |
|
|
(142) |
|
|
(381) |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(63) |
|
|
— |
|
|
(1) |
|
|
(64) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge fair value adjustment |
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
— |
|
|
1 |
|
Stock-based compensation |
— |
|
|
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
— |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,675 |
|
|
$ |
(148) |
|
|
$ |
1,853 |
|
|
$ |
(119) |
|
|
$ |
3,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,646 |
|
|
$ |
(22) |
|
|
$ |
(148) |
|
|
$ |
252 |
|
|
$ |
2,248 |
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,001 |
|
|
(370) |
|
|
1,631 |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(127) |
|
|
— |
|
|
(2) |
|
|
(129) |
|
Cash flow hedge fair value adjustment |
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
— |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
— |
|
|
— |
|
|
30 |
|
|
— |
|
|
— |
|
|
1 |
|
|
31 |
|
Tax withholding on vesting of equity awards |
— |
|
|
— |
|
|
(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,675 |
|
|
$ |
(148) |
|
|
$ |
1,853 |
|
|
$ |
(119) |
|
|
$ |
3,781 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
|
|
|
|
(In millions)
(Unaudited) |
Cash flows from operating activities from continuing
operations: |
|
|
|
Net loss from continuing operations |
$ |
(1,272) |
|
|
$ |
(1,154) |
|
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
Depreciation and amortization |
780 |
|
|
775 |
|
Amortization of leasehold interests in land |
42 |
|
|
42 |
|
Amortization of deferred financing costs and original issue
discount |
43 |
|
|
38 |
|
|
|
|
|
Change in fair value of derivative asset/liability |
(2) |
|
|
(1) |
|
Paid-in-kind interest income |
(8) |
|
|
— |
|
Loss on modification or early retirement of debt |
— |
|
|
137 |
|
Loss on disposal or impairment of assets |
7 |
|
|
8 |
|
Stock-based compensation expense |
30 |
|
|
15 |
|
Provision for credit losses |
14 |
|
|
9 |
|
Foreign exchange loss |
28 |
|
|
22 |
|
Deferred income taxes |
(28) |
|
|
(17) |
|
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
(28) |
|
|
72 |
|
Other assets |
4 |
|
|
(12) |
|
|
|
|
|
Accounts payable |
15 |
|
|
(15) |
|
Other liabilities |
(465) |
|
|
(264) |
|
|
|
|
|
Net cash used in operating activities from continuing
operations |
(840) |
|
|
(345) |
|
Cash flows from investing activities from continuing
operations: |
|
|
|
|
|
|
|
Capital expenditures |
(504) |
|
|
(640) |
|
Proceeds from disposal of property and equipment |
9 |
|
|
7 |
|
Acquisition of intangible assets and other |
(104) |
|
|
(5) |
|
Net cash used in investing activities from continuing
operations |
(599) |
|
|
(638) |
|
Cash flows from financing activities from continuing
operations: |
|
|
|
Proceeds from exercise of stock options |
— |
|
|
19 |
|
|
|
|
|
Tax withholding on vesting of equity awards |
(1) |
|
|
— |
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
700 |
|
|
2,451 |
|
Repayments of long-term debt |
(50) |
|
|
(1,852) |
|
Payments of financing costs |
(9) |
|
|
(36) |
|
Make-whole premium on early extinguishment of debt |
— |
|
|
(131) |
|
Transactions with discontinued operations |
5,032 |
|
|
111 |
|
Net cash generated from financing activities from continuing
operations |
5,672 |
|
|
562 |
|
Cash flows from discontinued operations: |
|
|
|
Net cash generated from operating activities |
149 |
|
|
159 |
|
Net cash generated from (used in) investing activities |
4,883 |
|
|
(45) |
|
Net cash provided (to) by continuing operations and (used in)
financing activities |
(5,032) |
|
|
(112) |
|
Net cash provided by discontinued operations |
— |
|
|
2 |
|
Effect of exchange rate on cash, cash equivalents and restricted
cash and cash equivalents |
(33) |
|
|
(17) |
|
Increase (decrease) in cash, cash equivalents and restricted cash
and cash equivalents |
4,200 |
|
|
(436) |
|
Cash, cash equivalents and restricted cash and cash equivalents at
beginning of period |
1,925 |
|
|
2,137 |
|
Cash, cash equivalents and restricted cash and cash equivalents at
end of period |
6,125 |
|
|
1,701 |
|
Less: cash and cash equivalents at end of period for discontinued
operations |
— |
|
|
(41) |
|
Cash, cash equivalents and restricted cash and cash equivalents at
end of period for continuing operations |
$ |
6,125 |
|
|
$ |
1,660 |
|
Supplemental disclosure of cash flow information |
|
|
|
Cash payments for interest, net of amounts capitalized |
$ |
528 |
|
|
$ |
534 |
|
Cash payments for taxes, net of refunds |
$ |
494 |
|
|
$ |
84 |
|
Change in construction payables |
$ |
(49) |
|
|
$ |
(103) |
|
Capitalized stock-based compensation costs |
$ |
1 |
|
|
$ |
— |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Organization and Business of Company
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. (“LVSC”), a Nevada corporation, and its
subsidiaries (collectively the “Company”) for the year ended
December 31, 2021, and have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted pursuant to such
rules and regulations; however, the Company believes the
disclosures herein are adequate to make the information presented
not misleading. 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
interim results reflected in the unaudited condensed consolidated
financial statements are not necessarily indicative of expected
results for the full year.
COVID-19 Pandemic Update
Macao
Visitation to the Macao Special Administrative Region (“Macao”) of
the People’s Republic of China (“China”) remains substantially
below pre-COVID-19 levels as a result of various government
policies limiting or discouraging travel. Currently, visitors from
mainland China in general may enter Macao without having to
quarantine, subject to them holding the appropriate travel
documents, a negative COVID-19 test result issued within a
specified time period and a green health-code. On August 30, 2022,
the Health Bureau announced that from September 1, 2022,
individuals from 41 foreign countries will be allowed to enter
Macao without prior authorization but will still be required to
undergo a seven-day hotel quarantine. The Company’s operations in
Macao will continue to be impacted and subject to changes in the
government policies of Macao, China, Hong Kong and other
jurisdictions in Asia addressing travel and public health measures
associated with COVID-19.
Following an outbreak in Macao in mid-June 2022, the Macao
government announced a series of preventative measures (“State of
Immediate Prevention”). Those included closure of a range of
government, public and social facilities, with restaurants only
permitted to offer take away services. Residential and commercial
buildings with confirmed COVID-19 cases were required to implement
various levels of access control. In addition to the health
safeguards already in place, the Macao government implemented a
series of mass nucleic acid tests (“NAT”) and rapid antigen tests
for the general population.
On July 9, 2022, the Macao government ordered casinos and all
non-essential businesses to close from July 11 to July 18 in an
attempt to control an outbreak of COVID-19 in Macao, which was
extended through July 22, 2022. On July 20, 2022, the Macao
government announced a consolidation period, which would start on
July 23, 2022 and end on July 30, 2022 whereby certain business
activities would be allowed to resume limited operations,
clarifying that casino operations could resume, but with a maximum
capacity of 50% of casino staff working at any point.
On August 2, 2022, the State of Immediate Prevention was lifted and
Macao entered a stabilization period until August 7, 2022, which
allowed for the reopening of various public and social facilities
and the resumption of restaurant dine-in services subject to the
need to wear facemasks and present a negative NAT conducted within
the past three days. On August 6, 2022, the quarantine period for
fully-vaccinated visitors from Hong Kong, Taiwan and other overseas
jurisdictions changed from “10+7” (10 days of hotel quarantine plus
7 days of self-health management) to “7+3” (7 days of hotel
quarantine plus 3 days of self-health management). Restrictions on
the number of casino staff working were lifted on August 15, 2022.
Throughout August, various restrictions on movement between Macao
and Zhuhai were progressively lifted by both the Macao and mainland
China governments.
On September 19, 2022, the NAT requirement was extended from within
24 hours of travel to 48 hours for those travelers entering Zhuhai
from Macao and on September 21, 2022, the NAT requirement was
extended from within 48 hours of travel to seven days for those
travelers entering mainland China from Macao by plane.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company’s Macao gaming operations remained open during the nine
months ended September 30, 2022, with the exception of the casino
closure in July 2022 mentioned above. Guest visitation to the
properties, however, was adversely affected during this period due
to the various outbreaks that occurred in Shanghai, Hong Kong,
Guangdong and Macao, which resulted in tighter travel restrictions.
The timing and manner in which our casinos, restaurants and
shopping malls will reopen and/or operate at full capacity are
currently unknown.
As with prior periods, in support of the Macao government’s
initiatives to fight the COVID-19 Pandemic, throughout the nine
months ended September 30, 2022 and in June and July in particular,
the Company provided both towers of the Sheraton Grand Macao hotel
and also The Parisian Macao hotel to the Macao government to house
individuals for quarantine and medical observation purposes. The
Parisian Macao hotel ceased operations as a medical observation
facility on July 27, 2022, and the Sheraton Grand Macao hotel
ceased operations as a quarantine and medical observation facility
on September 23, 2022.
The Company’s ferry operations between Macao and Hong Kong remain
suspended. The timing and manner in which the Company’s ferry
operations will be able to resume are currently
unknown.
The Company’s operations in Macao have been significantly impacted
by the reduced visitation to Macao. The Macao government announced
total visitation from mainland China to Macao decreased
approximately 25.0% and 81.7%, during the nine months ended
September 30, 2022, as compared to the same period in 2021 and 2019
(pre-pandemic), respectively. The Macao government also announced
gross gaming revenue decreased approximately 53.1% and 85.6%,
during the nine months ended September 30, 2022, as compared to the
same period in 2021 and 2019, respectively.
Singapore
In Singapore, the Vaccinated Travel Framework (“VTF”) was launched
on April 1, 2022, to facilitate the resumption of travel for all
travelers, including short-term visitors. Under the VTF, all fully
vaccinated travelers and non-fully vaccinated children aged 12 and
below are permitted to enter Singapore, without entry approvals,
and starting April 26, 2022, these travelers are no longer required
to take a COVID-19 test before departing for Singapore. Operations
at Marina Bay Sands will continue to be impacted and subject to
changes in the government policies of Singapore and other
jurisdictions in Asia, if any, addressing travel and public health
measures associated with COVID-19.
Visitation to Marina Bay Sands continues to be impacted by the
effects of the COVID-19 Pandemic; however, visitation has increased
since restrictions have been lifted. The Singapore Tourism Board
(“STB”) announced total visitation to Singapore increased from
approximately 172,000 in 2021 to 3.7 million in 2022 on a
year-to-date basis, while visitation decreased 74.1% when compared
to the same period in 2019. For the three months ended September
30, 2022, visitation decreased 55.9% when compared to the same
period in 2019.
Summary
The disruptions arising from the COVID-19 Pandemic continued to
have a significant adverse impact on the Company’s financial
condition and operations during the nine months ended September 30,
2022. The duration and intensity of this global health situation
and related disruptions are uncertain. Given the dynamic nature of
these circumstances, the impact on the Company’s consolidated
results of operations, cash flows and financial condition in 2022
will be material, but cannot be reasonably estimated at this time
as it is unknown when the impact of the COVID-19 Pandemic will end,
when or how quickly the current travel and operational restrictions
will be modified or cease to be necessary and the resulting impact
on the Company’s business and the willingness of tourism patrons to
spend on travel and entertainment and business patrons to spend on
MICE.
While each of the Company’s properties were open with some
operating at reduced levels due to lower visitation and required
safety measures in place during the nine months ended September 30,
2022, the current economic and regulatory environment on a global
basis and in each of the Company’s jurisdictions continue to
evolve. The Company cannot predict the manner in which governments
will react as the global and regional impact of the COVID-19
Pandemic changes over time, which could significantly alter the
Company’s current operations.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company has a strong balance sheet and sufficient liquidity in
place, including total unrestricted cash and cash equivalents of
$5.84 billion and access to $1.50 billion, $1.04 billion and
$412 million of available borrowing capacity from the LVSC
Revolving Facility, 2018 SCL Revolving Facility and 2012 Singapore
Revolving Facility, respectively, as of September 30, 2022. The
Company believes it is able to support continuing operations,
complete the major construction projects that are underway, proceed
with the Macao concession tendering process and respond to the
current COVID-19 Pandemic challenges. The Company has taken various
mitigating measures to manage through the current environment,
including a cost reduction program to minimize cash outflow for
non-essential items.
Macao Subconcession
Gaming in Macao is administered by the government through
concession agreements awarded to three different concessionaires
and three subconcessionaires, of which Venetian Macau Limited
(“VML,” a subsidiary of Sands China Ltd.) is one. On June 23, 2022,
an extension was approved and authorized by the Macao government
and executed between VML and Galaxy Casino, S.A., pursuant to which
the subconcession was extended from June 26, 2022 to December 31,
2022 (the “Amendment to the Subconcession Contract”). VML paid the
Macao government
47 million patacas (approximately $6 million at exchange
rates in effect at the time of the transaction) and provided a bank
guarantee on September 20, 2022 of 2.31 billion patacas
(approximately $289 million at exchange rates as defined in
the bank guarantee contract) to secure the fulfillment of VML's
payment
obligations towards its employees should VML be unsuccessful in
tendering for a new concession contract after its subconcession
expires. Refer to “Note
4 — Restricted Cash and Cash Equivalents” for further information
on the bank guarantee.
In order to enable VML to fulfill the relevant requirements to
become eligible to obtain the subconcession extension as
mentioned
above, each of VML, Venetian Cotai Limited (“VCL”) and Venetian
Orient Limited (“VOL”) entered into a letter of undertaking
(“Undertakings”), pursuant to which each of VML, VCL and VOL has
undertaken, pursuant to article 40 of the Gaming Law and article 43
of VML’s subconcession agreement, to revert to the Macao government
relevant gaming equipment and gaming areas (as identified in the
Undertakings) without compensation and free of any liens or charges
upon the expiry of the term of the subconcession extension period.
The total casino areas and supporting areas subject to reversion is
approximately 136,000 square meters, representing approximately
4.7% of the total property area of these entities.
On June 21, 2022, the Macao Legislative Assembly passed a draft
bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming
law, which was published in the Macao Official Gazette on June 22,
2022 as Law No. 7/2022, and became effective on June 23, 2022 (the
"Gaming Law"). Certain changes to the Gaming Law include a
reduction in the maximum term of future gaming concessions
to
ten (10) years;
authorization of up to
six (6) gaming concession
contracts; an increase in the minimum capital contribution of
concessionaires
to 5 billion patacas (approximately
$618 million
at exchange rates in effect on September 30,
2022);
an increase in the percentage of the share capital of the
concessionaire that must be held by the local managing director
to
15%;
a requirement that casinos be located in real estate owned by the
concessionaire; and a prohibition of revenue sharing arrangements
between gaming promoters and concessionaires.
On July 5, 2022, the Macao government published Administrative
Regulation No. 28/2022 – Amendment of Administrative Regulation No.
26/2001, which sets forth the regulations governing the tender for
gaming concessions in Macao. The regulation includes details on the
process of bidding for the gaming concessions, qualifications of
the companies bidding and the criteria for granting
them.
On July 27, 2022, the Macao government officially launched the
public tender process for the award of concessions for the
operation of games of chance in casinos. VML submitted its bid for
one of up to six gaming concessions on September 14, 2022. All bids
received by the Macao government, of which there were a total of
seven companies, including VML, were formally accepted in the
tender. The Macao government has disclosed that it intends to
complete the tender process and grant the new gaming concessions
before the end of 2022.
The Company continues to believe it will be successful in extending
the term of its subconcession and/or obtaining a new gaming
concession when its current subconcession expires; however, it is
possible the Macao
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
government could further change or interpret the associated gaming
laws in a manner that could negatively impact the
Company.
Under the Company's Sands China Ltd. (“SCL”) senior notes
indentures, upon the occurrence of any event resulting from any
change in the Gaming Law (as defined in the indentures) or any
action by the gaming authority after which none of SCL or any of
its subsidiaries own or manage casino or gaming areas or operate
casino games of fortune and chance in Macao in substantially the
same manner as they were owning or managing casino or gaming areas
or operating casino games as at the issue date of the SCL senior
notes, for a period of 30 consecutive days or more, and such event
has a material adverse effect on the financial condition, business,
properties or results of operations of SCL and its subsidiaries,
taken as a whole, each holder of the SCL senior notes would have
the right to require the Company to repurchase all or any part of
such holder's SCL senior notes at par, plus any accrued and unpaid
interest (the "Investor Put Option").
Additionally, under the 2018 SCL Credit Facility, the events that
trigger an Investor Put Option under the SCL senior notes (as
described above) would be an event of default, which may result in
commitments being immediately cancelled, in whole or in part, and
the related outstanding balances and accrued interest, if any,
becoming immediately due and payable.
The subconcession not being further extended or not obtaining a new
gaming concession when the current subconcession expires and the
potential impact if holders of the notes and the agent have the
ability to, and make the election to, accelerate the repayment of
the Company's debt would have a material adverse effect on the
Company's business, financial condition, results of operations and
cash flows. The Company intends to follow the process for a
concession renewal as indicated above.
Marina Bay Sands Gaming License
In April 2022, the Company paid 72 million Singapore
dollars ("SGD," approximately $53 million at
exchange rates in effect at the time of the transaction) to the
Singapore Gambling Regulatory Authority as part of the process to
renew its gaming license at Marina Bay Sands, which will now expire
in April 2025.
Intercompany Loan Agreement with SCL
On July 11, 2022, the Company entered into an intercompany term
loan agreement with SCL, a related party, in the amount of
$1.0 billion, which is repayable on July 11, 2028. In the
first two years from July 11, 2022, SCL will have the option to
elect to pay cash interest at 5% per annum or payment-in-kind
interest at 6% per annum by adding the amount of such interest to
the then-outstanding principal amount of the loan, following which
only cash interest at 5% per annum will be payable. This loan is
unsecured, subordinated to all third party unsecured indebtedness
and other obligations of SCL and its subsidiaries and is eliminated
in consolidation.
Recent Accounting Pronouncements
The Company’s management has evaluated all of the recently issued,
but not yet effective, accounting standards that have been issued
or proposed by the Financial Accounting Standards Board (“FASB”) or
other standards-setting bodies through the filing date of these
financial statements and does not believe the future adoption of
any such pronouncements will have a material effect on the
Company’s financial position, results of operations and cash
flows.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 2 — Discontinued Operations
On February 23, 2022, the Company completed the previously
announced sale of its Las Vegas real property and operations (the
“Closing”), including The Venetian Resort Las Vegas and the Sands
Expo and Convention Center (collectively referred to as the “Las
Vegas Operations”), to VICI Properties L.P. (“PropCo”) and Pioneer
OpCo, LLC (“OpCo”) for an aggregate purchase price of approximately
$6.25 billion (the “Las Vegas Sale”). Under the terms of the
agreements related to the Las Vegas Sale, OpCo acquired
subsidiaries that hold the operating assets and liabilities of the
Las Vegas Operations for approximately $1.05 billion in cash,
subject to certain post-closing adjustments, and $1.20 billion
in seller financing in the form of a six-year term loan credit and
security agreement (the “Seller Financing Loan Agreement”) and
PropCo acquired subsidiaries that hold the real estate and real
estate-related assets of the Las Vegas Operations for approximately
$4.0 billion in cash.
Upon closing, the Company received approximately $5.05 billion
in cash proceeds, before transaction costs and working capital
adjustments of $77 million, and recognized a gain on disposal
of $3.61 billion, before income tax expense of
$750 million, during the nine months ended September 30,
2022.
As there is no continuing involvement between the Company and the
Las Vegas Operations, the Company accounted for the transaction as
a sale of a business. The Company concluded the Las Vegas
Operations met the criteria for held for sale and discontinued
operations beginning in the first quarter of 2021. As a result, the
Las Vegas Operations is presented in the accompanying condensed
consolidated statements of operations and cash flows as a
discontinued operation for all periods presented. The Company
reported the operating results and cash flows related to the Las
Vegas Operations through February 22, 2022. Current and non-current
assets and liabilities of the Las Vegas Operations as of December
31, 2021, are presented in the accompanying condensed consolidated
balance sheets as current assets and liabilities held for
sale.
Unless otherwise noted, amounts and disclosures throughout these
Notes to Condensed Consolidated Financial Statements relate to the
Company's continuing operations.
Contingent Lease Support Agreement
On February 23, 2022, in connection with the Closing, the Company
and OpCo entered into a post-closing contingent lease support
agreement (the “Contingent Lease Support Agreement”) pursuant to
which, among other things, the Company may be required to make
certain payments (“Support Payments”) to OpCo.
The Support Payments are payable on a monthly basis following the
Closing through the year ending December 31, 2023, based upon the
performance of the Las Vegas Operations relative to certain agreed
upon target metrics and subject to quarterly and annual
adjustments. The target metrics are measured against a benchmark
annual EBITDAR (as defined in the Contingent Lease Support
Agreement) of the Las Vegas Operations equal to $125 million
for the period beginning October 1, 2022 and ending December 31,
2022, and $500 million for the period beginning January 1,
2023 and ending December 31, 2023. The Company’s remaining payment
obligations are subject to a cap equal to $63 million for the
period beginning October 1, 2022 and ending December 31, 2022,
and $250 million for the period beginning January 1, 2023 and
ending December 31, 2023. Each monthly Support Payment is subject
to a prorated cap based on the annual cap. No Support Payments were
made for the period post-Closing through September 30,
2022.
Seller Financing Loan Agreement
At the Closing, the Company, as lender, OpCo, as borrower, the
parent company of OpCo (“Holdings”) and certain subsidiaries of
OpCo, as guarantors party thereto (collectively, and with Holdings,
the “Guarantors” and, together with OpCo in its capacity as
borrower, the “Loan Parties”), entered into the Seller Financing
Loan Agreement. Refer to “Note 3 — Loan Receivable” for further
information.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Las Vegas Operations
The following table represents summarized balance sheet information
of assets and liabilities of the discontinued
operation:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
|
|
|
|
|
|
(In millions) |
|
|
|
|
Cash and cash equivalents |
|
|
$ |
55 |
|
Accounts receivable, net of provision for credit losses of
$58
|
|
|
126 |
|
Inventories |
|
|
9 |
|
Prepaid expenses and other |
|
|
23 |
|
Property and equipment, net |
|
|
2,864 |
|
|
|
|
|
Other assets, net |
|
|
226 |
|
Total held for sale assets in the balance sheet |
|
|
$ |
3,303 |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
$ |
24 |
|
Construction payables |
|
|
8 |
|
Other accrued liabilities |
|
|
318 |
|
Long-term debt |
|
|
2 |
|
Deferred amounts related to mall sale transactions |
|
|
338 |
|
Other long-term liabilities |
|
|
131 |
|
Total held for sale liabilities in the balance sheet |
|
|
$ |
821 |
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The following table represents summarized income statement
information of discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
2022(1)
|
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Revenues: |
|
|
|
|
|
|
|
Casino |
$ |
— |
|
|
$ |
141 |
|
|
$ |
61 |
|
|
$ |
304 |
|
Rooms |
— |
|
|
142 |
|
|
78 |
|
|
294 |
|
Food and beverage |
— |
|
|
70 |
|
|
43 |
|
|
146 |
|
Convention, retail and other |
— |
|
|
46 |
|
|
46 |
|
|
84 |
|
Net revenues |
— |
|
|
399 |
|
|
228 |
|
|
828 |
|
Resort operations expenses |
— |
|
|
172 |
|
|
107 |
|
|
434 |
|
Provision for credit losses |
— |
|
|
4 |
|
|
3 |
|
|
7 |
|
General and administrative |
— |
|
|
90 |
|
|
55 |
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
— |
|
|
— |
|
|
— |
|
|
25 |
|
Loss on disposal or impairment of assets |
— |
|
|
2 |
|
|
— |
|
|
5 |
|
Operating income |
— |
|
|
131 |
|
|
63 |
|
|
107 |
|
|
|
|
|
|
|
|
|
Interest expense |
— |
|
|
(3) |
|
|
(2) |
|
|
(10) |
|
Other expense |
— |
|
|
(1) |
|
|
(3) |
|
|
— |
|
Income from operations of discontinued operations |
— |
|
|
127 |
|
|
58 |
|
|
97 |
|
Gain on disposal of discontinued operations |
— |
|
|
— |
|
|
3,611 |
|
|
— |
|
Adjustment to gain on disposal of discontinued
operations(2)
|
(1) |
|
|
— |
|
|
(4) |
|
|
— |
|
Income (loss) from discontinued operations, before income
tax |
(1) |
|
|
127 |
|
|
3,665 |
|
|
97 |
|
Income tax expense |
— |
|
|
(28) |
|
|
(762) |
|
|
(22) |
|
Net income (loss) from discontinued operations presented in the
statement of operations |
$ |
(1) |
|
|
$ |
99 |
|
|
$ |
2,903 |
|
|
$ |
75 |
|
|
|
|
|
|
|
|
|
Adjusted Property EBITDA |
$ |
— |
|
|
$ |
132 |
|
|
$ |
63 |
|
|
$ |
136 |
|
__________________________
(1) Includes the Las Vegas Operations
financial results for the period from January 1, 2022 through
February 22, 2022.
(2) Primarily relates to the finalization of
the working capital adjustment pursuant to the terms of the related
agreements.
For the 53-day period ended
February 22, 2022
and for the nine months ended September 30, 2021, the Company’s Las
Vegas Operations were classified as a discontinued operation held
for sale. The Company applied the intraperiod tax allocation rules
to allocate the provision for income taxes between continuing
operations and discontinued operations using the “with and without”
approach. The Company calculated income tax expense from all
financial statement components (continuing and discontinued
operations), the “with” computation, and compared that to the
income tax expense attributable to continuing operations, the
“without” computation. The difference between the “with” and
“without” computations was allocated to discontinued
operations.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company’s effective income tax rate from discontinued
operations was 20.8% and 22.7% for the nine months ended September
30, 2022 and 2021, respectively, which reflects the application of
the “with and without” approach consistent with intraperiod tax
allocation rules. The income tax on discontinued operations
reflects a 21% corporate income tax rate on the Company’s Las Vegas
Operations. The cash income tax expense as if the discontinued
operations was a standalone enterprise and a separate taxpayer is
$804 million. The Company files a U.S. consolidated income tax
return inclusive of the discontinued operations, which allows the
income from discontinued operations to utilize net operating loss
carryforwards and operating losses from continuing operations, U.S.
foreign tax credits and charitable contribution carryforwards. As
of September 30, 2022, the Company had a U.S. cash tax payable of
$144 million inclusive of the gain on sale of the Las Vegas
Operations, after the payment of three installments in April, June
and September 2022 totaling $462 million, with the remaining
installment to be paid on December 15, 2022.
Note 3 — Loan Receivable
Seller Financing Loan Agreement
At the Closing, the Company and the Loan Parties entered into the
Seller Financing Loan Agreement. The Seller Financing Loan
Agreement provides for a
six-year senior secured term loan facility in an aggregate
principal amount of $1.20 billion (the “Seller Loan”) at the
date of the Closing. The Seller Loan is guaranteed by the
Guarantors and secured by a first-priority lien on substantially
all of the Loan Parties’ assets (subject to customary exceptions
and limitations), including a leasehold mortgage from OpCo over
certain real estate that was sold to PropCo at the Closing and
leased by OpCo.
The Seller Loan will bear interest at a rate equal to 1.50% per
annum for the calendar years ending December 31, 2022 and 2023, and
4.25% per annum for each calendar year thereafter, subject to an
increase of 1.00% per annum for any interest OpCo elects to pay by
increasing the principal amount of the Seller Loan prior to January
1, 2024, and an increase of 1.50% per annum for any such election
during the calendar year ending December 31, 2024. Any interest to
be paid after December 31, 2024, will be paid in cash.
The Seller Financing Loan Agreement contains certain customary
representations and warranties and covenants, subject to customary
exceptions and thresholds. The Seller Financing Loan Agreement’s
negative covenants restrict the ability of the Loan Parties and
their subsidiaries to, among other things, (i) incur debt, (ii)
create certain liens on their assets, (iii) dispose of their
assets, (iv) make investments or restricted payments, including
dividends, (v) merge, liquidate, dissolve, change their business or
consolidate with other entities and (vi) enter into affiliate
transactions.
The Seller Financing Loan Agreement also contains customary events
of default, including payment defaults, cross defaults to material
debt, bankruptcy and insolvency, breaches of covenants and
inaccuracy of representations and warranties, subject to customary
grace periods. Upon an event of default, the Company may declare
any then-outstanding amounts due and payable and exercise other
customary remedies available to a secured lender.
Loan receivables are carried at the outstanding principal amount. A
provision for credit loss on loan receivables is established when,
based on current information and events, it is probable that the
Company will be unable to collect all amounts due according to the
contractual terms of the loan agreement. The Company determines
this by considering several factors, including the credit risk and
current financial condition of the borrower, the borrower’s ability
to pay current obligations, historical trends, and economic and
market conditions. The Company performs a credit quality assessment
on the loan receivable on a quarterly basis and reviews the need
for an allowance under FASB Accounting Standards Update No.
2016-13. The Company evaluates the extent and impact of any credit
deterioration that could affect the performance and the value of
the secured property, as well as the financial and operating
capability of the borrower. The Company also evaluates and
considers the overall economic environment, casino and hospitality
industry and geographic sub-market in which the secured property is
located. Based on the Company’s assessment of the credit quality of
the loan receivable, the Company believes it will collect all
contractual amounts due under the loan. Accordingly, no provision
for credit losses on the loan receivable was established as of
September 30, 2022.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Interest income is recorded on an accrual basis at the stated
interest rate and is recorded in interest income in the
accompanying condensed consolidated statements of operations.
Interest income recognized on the loan was $8 million and
$14 million during the three and nine months ended September
30, 2022, respectively.
The carrying value of the loan receivable is $1.21 billion as
of September 30, 2022, compared to its estimated fair value of
$1.06 billion. The fair value is estimated based on level 2
inputs and reflects the increase in market interest rates since
finalizing the terms of the loan receivable at a fixed interest
rate on March 2, 2021.
Note 4 — Restricted Cash and Cash Equivalents
Cash is considered restricted when withdrawal or general use is
legally restricted. The Company determines current or noncurrent
classification based on the expected duration of the restriction.
The Company’s restricted cash and cash equivalents includes amounts
held in a separate cash deposit account as collateral for a bank
guarantee, as further described below.
As required by the Amendment to the Subconcession Contract, VML
provided a bank guarantee in favor of the Macao government, on
September 20, 2022 of 2.31 billion patacas (approximately
$289 million at exchange rates as defined in the bank
guarantee contract) to secure the fulfillment of VML's payment
obligations towards its employees should VML be unsuccessful in
tendering for a new concession contract after its subconcession
expires. As stipulated in the bank guarantee contract, a minimum
amount of 2.31 billion patacas or $289 million is
required to be held within SCL’s cash deposit account as collateral
in order to secure the bank guarantee. Any amount in excess of the
minimum amount can be withdrawn from the cash deposit by SCL. The
bank guarantee will remain in effect until canceled at the request
or with the authorization of the Macao government and was
classified as noncurrent restricted cash in the accompanying
condensed consolidated balance sheets.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 5 — Long-Term Debt
Long-term debt consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2022 |
|
December 31,
2021 |
|
|
|
|
|
(In millions) |
Corporate and U.S. Related(1):
|
|
|
|
3.200% Senior Notes due 2024 (net of unamortized original issue
discount and deferred financing costs of $6 and $8,
respectively)
|
$ |
1,744 |
|
|
$ |
1,742 |
|
2.900% Senior Notes due 2025 (net of unamortized original issue
discount and deferred financing costs of $2 and $3,
respectively)
|
498 |
|
|
497 |
|
3.500% Senior Notes due 2026 (net of unamortized original issue
discount and deferred financing costs of $7 and $8,
respectively)
|
993 |
|
|
992 |
|
3.900% Senior Notes due 2029 (net of unamortized original issue
discount and deferred financing costs of $6 and $7,
respectively)
|
744 |
|
|
743 |
|
|
|
|
|
|
|
|
|
Macao Related(1):
|
|
|
|
5.125% Senior Notes due 2025 (net of unamortized original issue
discount and deferred financing costs of $7 and $9,
respectively)
|
1,793 |
|
|
1,791 |
|
3.800% Senior Notes due 2026 (net of unamortized original issue
discount and deferred financing costs of $5 and $6,
respectively)
|
795 |
|
|
794 |
|
2.300% Senior Notes due 2027 (net of unamortized original issue
discount and deferred financing costs of $6 and $7,
respectively)
|
694 |
|
|
693 |
|
5.400% Senior Notes due 2028 (net of unamortized original issue
discount and deferred financing costs of $14 and $15,
respectively)
|
1,886 |
|
|
1,885 |
|
2.850% Senior Notes due 2029 (net of unamortized original issue
discount and deferred financing costs of $7)
|
643 |
|
|
643 |
|
4.375% Senior Notes due 2030 (net of unamortized original issue
discount and deferred financing costs of $8 and $9,
respectively)
|
692 |
|
|
691 |
|
3.250% Senior Notes due 2031 (net of unamortized original issue
discount and deferred financing costs of $6)
|
594 |
|
|
594 |
|
2018 SCL Credit Facility — Revolving |
1,447 |
|
|
753 |
|
Other(2)
|
22 |
|
|
27 |
|
Singapore Related(1):
|
|
|
|
2012 Singapore Credit Facility — Term (net of unamortized deferred
financing costs of $34 and $43, respectively)
|
2,703 |
|
|
2,902 |
|
2012 Singapore Credit Facility — Delayed Draw Term (net of
unamortized deferred financing costs of $0 and $1,
respectively)
|
43 |
|
|
45 |
|
|
|
|
|
Other(2)
|
2 |
|
|
3 |
|
|
15,293 |
|
|
14,795 |
|
Less — current maturities |
(1,514) |
|
|
(74) |
|
Total long-term debt |
$ |
13,779 |
|
|
$ |
14,721 |
|
____________________
(1)Unamortized
deferred financing costs of $64 million and $81 million
as of September 30, 2022 and December 31, 2021, respectively,
related to the Company’s revolving credit facilities and the
undrawn portion of the Singapore Delayed Draw Term Facility are
included in other assets, net, and prepaid expenses and other in
the accompanying condensed consolidated balance
sheets.
(2)Includes
finance leases related to Macao and Singapore of $20 million
and $1 million, respectively, as of September 30, 2022, and
$24 million and $1 million, respectively, as of December
31, 2021.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
LVSC Revolving Facility
As of September 30, 2022, the Company had $1.50 billion of
available borrowing capacity under the LVSC Revolving Facility, net
of outstanding letters of credit.
SCL Senior Notes
On February 16 and June 16, 2022, Standard & Poor’s (“S&P”)
and Fitch, respectively, downgraded the credit rating for the
Company and SCL to BB+. As a result of the downgrades, the coupon
on each series of the outstanding SCL Senior Notes increased by
0.50% per annum, with a 0.25% per annum increase becoming effective
on the first interest payment date after February 16, 2022 as it
relates to S&P and an additional 0.25% increase per annum after
June 16, 2022 as it relates to Fitch. This will result in an
increase of $16 million in interest expense for the year ended
December 31, 2022 and $36 million for each year thereafter
through 2024, at which time this will decrease as the SCL Senior
Notes are repaid based on each of their set maturity
dates.
2018 SCL Credit Facility
During the nine months ended September 30, 2022, SCL drew down
$67 million and
4.96 billion
Hong Kong dollars (“HKD,” approximately $632 million at
exchange rates in effect on September 30, 2022) under the facility
for general corporate purposes.
As of September 30, 2022, SCL had $1.04 billion of available
borrowing capacity under the 2018 SCL Revolving Facility comprised
of HKD commitments of HKD 7.36 billion (approximately $937
million at exchange rates in effect on September 30, 2022) and U.S.
dollar commitments of $99 million.
2012 Singapore Credit Facility
As of September 30, 2022, Marina Bay Sands Pte. Ltd. (“MBS”) had
SGD 590 million (approximately $412 million at exchange rates
in effect on September 30, 2022) of available borrowing capacity
under the 2012 Singapore Revolving Facility, net of outstanding
letters of credit, primarily consisting of a banker’s guarantee for
SGD
153 million (approximately $107 million at exchange rates in
effect on September 30, 2022) pursuant to a development
agreement.
On February 9, 2022, MBS entered into the Fourth Amendment and
Restatement Agreement (the “Fourth Amendment Agreement”) with DBS
Bank Ltd., as agent and security trustee. The Fourth Amendment
Agreement amended and restated the facility agreement, dated as of
June 25, 2012 (as amended, the “Existing Facility Agreement”).
Pursuant to the Fourth Amendment Agreement, the Existing Facility
Agreement was amended to update the terms therein that provide for
a transition away from the Swap Offer Rate (“SOR”) as a benchmark
interest rate and the replacement of SOR by a replacement benchmark
interest rate or mechanism.
Under the Fourth Amendment Agreement, outstanding loans bear
interest at the Singapore Overnight Rate Average (“SORA”) with a
credit spread adjustment of 0.19% per annum, plus an applicable
margin ranging from 1.15% to 1.85% per annum, based on MBS’s
consolidated leverage ratio (estimated interest rate set at
approximately 4.25% as of September 30, 2022).
During 2021, the Company amended its 2012 Singapore Credit
Facility, which, among other things, extended to March 31, 2022,
the deadline for delivering the construction cost estimate and the
construction schedule for the MBS Expansion Project. The Company is
in the process of reviewing the budget and timing of the MBS
expansion based on the impact of the COVID-19 Pandemic and other
factors. As a result, the construction cost estimate and
construction schedule were not delivered to the lenders by the
March 31, 2022 deadline. As of September 30, 2022, there is SGD
3.69 billion (approximately $2.57 billion at exchange
rates in effect on September 30, 2022) left of total borrowing
capacity, which is only available to be drawn under the Singapore
Delayed Draw Term Facility after the construction cost estimate and
construction schedule for the MBS Expansion Project are delivered
to lenders. The Company does not anticipate material spend related
to the MBS Expansion Project prior to the delivery of these items
to the lenders.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Debt Covenant Compliance
As of September 30, 2022, management believes the Company was in
compliance with all debt covenants. The Company amended its credit
facilities to, among other things, waive the Company’s requirement
to comply with certain financial covenant ratios through December
31, 2022 for LVSC and MBS and January 1, 2023 for SCL, which
include a maximum leverage ratio or net debt to trailing
twelve-months adjusted earnings before interest, income taxes,
depreciation and amortization, calculated in accordance with the
respective credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC
Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore
Credit Facility, respectively. The Company’s compliance with its
financial covenants for periods beyond December 31, 2022 for MBS
and LVSC and January 1, 2023 for SCL, could be affected by certain
factors beyond the Company’s control, such as the impact of the
COVID-19 Pandemic, including current travel, quarantine and border
restrictions continuing in the future. The Company will pursue
additional waivers to meet the required financial covenant ratios
for periods beyond the current covenant waiver periods, if deemed
necessary.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and
finance lease obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
Proceeds from 2027, 2029 and 2031 SCL Senior Notes |
$ |
— |
|
|
$ |
1,946 |
|
|
|
|
|
Proceeds from 2018 SCL Credit Facility |
700 |
|
|
505 |
|
|
|
|
|
|
|
|
|
|
$ |
700 |
|
|
$ |
2,451 |
|
|
|
|
|
Repayment on 2023 SCL Senior Notes |
$ |
— |
|
|
$ |
(1,800) |
|
|
|
|
|
Repayments on 2012 Singapore Credit Facility |
(45) |
|
|
(46) |
|
Repayments on Other Long-Term Debt |
(5) |
|
|
(6) |
|
|
$ |
(50) |
|
|
$ |
(1,852) |
|
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of
September 30, 2022 and December 31, 2021, was approximately $13.75
billion and $15.06 billion, respectively, compared to its
contractual value of $15.38 billion and $14.90 billion,
respectively. The estimated fair value of the Company’s long-term
debt is based on recent trades, if available, and indicative
pricing from market information (level 2 inputs).
Note 6 — Accounts Receivable, Net and Customer Contract Related
Liabilities
Accounts Receivable and Provision for Credit Losses
Accounts receivable is comprised of casino, hotel, mall and other
receivables, which do not bear interest and are recorded at
amortized cost. The Company extends credit to approved casino
patrons following background checks and investigations of
creditworthiness. Business or economic conditions, the legal
enforceability of gaming debts, foreign currency control measures
or other significant events in foreign countries could affect the
collectability of receivables from patrons in these
countries.
Accounts receivable primarily consists of casino receivables. Other
than casino receivables, there is no other concentration of credit
risk with respect to accounts receivable. The Company believes the
concentration of its credit risk in casino receivables is mitigated
substantially by its credit evaluation process, credit policies,
credit control and collection procedures, and also believes there
are no concentrations of credit risk for which a provision has not
been established. Although management believes the provision is
adequate, it is possible the estimated amount of cash collections
with respect to accounts receivable could change.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company maintains a provision for expected credit losses on
casino, hotel and mall receivables and regularly evaluates the
balances. The Company applies standard reserve percentages to aged
account balances, which are grouped based on shared credit risk
characteristics and days past due. The reserve percentages are
based on estimated loss rates supported by historical observed
default rates over the expected life of the receivable and are
adjusted for forward-looking information. The Company also
specifically analyzes the collectability of each account with a
balance over a specified dollar amount, based upon the age of the
account, the patron's financial condition, collection history and
any other known information and adjusts the aforementioned reserve
with the results from the individual reserve analysis. The Company
also monitors regional and global economic conditions and
forecasts, which include the impact of the COVID-19 Pandemic, in
its evaluation of the adequacy of the recorded reserves. Account
balances are written off against the provision when the Company
believes it is probable the receivable will not be
recovered.
Accounts receivable, net, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2022 |
|
December 31,
2021 |
|
|
|
|
|
(In millions) |
Casino
|
$ |
317 |
|
|
$ |
313 |
|
Rooms
|
28 |
|
|
13 |
|
Mall
|
34 |
|
|
91 |
|
Other
|
40 |
|
|
17 |
|
|
419 |
|
|
434 |
|
Less - provision for credit losses
|
(209) |
|
|
(232) |
|
|
$ |
210 |
|
|
$ |
202 |
|
The following table shows the movement in the provision for credit
losses recognized for accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
Balance at January 1 |
$ |
232 |
|
|
$ |
255 |
|
Current period provision for credit losses
|
14 |
|
|
9 |
|
Write-offs
|
(30) |
|
|
(20) |
|
|
|
|
|
Exchange rate impact
|
(7) |
|
|
(3) |
|
Balance at September 30
|
$ |
209 |
|
|
$ |
241 |
|
Customer Contract Related Liabilities
The Company provides numerous products and services to its patrons.
There is often a timing difference between the cash payment by the
patrons and recognition of revenue for each of the associated
performance obligations. The Company has the following main types
of liabilities associated with contracts with customers: (1)
outstanding chip liability, (2) loyalty program liability and (3)
customer deposits and other deferred revenue for gaming and
non-gaming products and services yet to be provided.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The following table summarizes the liability activity related to
contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Chip Liability |
|
Loyalty Program Liability |
|
Customer Deposits and Other Deferred Revenue(1)
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Balance at January 1 |
$ |
74 |
|
|
$ |
197 |
|
|
$ |
61 |
|
|
$ |
62 |
|
|
$ |
618 |
|
|
$ |
633 |
|
Balance at September 30
|
92 |
|
|
112 |
|
|
68 |
|
|
63 |
|
|
611 |
|
|
599 |
|
Increase (decrease) |
$ |
18 |
|
|
$ |
(85) |
|
|
$ |
7 |
|
|
$ |
1 |
|
|
$ |
(7) |
|
|
$ |
(34) |
|
____________________
(1)Of
this amount, $148 million and $145 million
as of September 30 and January 1, 2022, respectively, and
$148 million and $152 million as of September 30 and
January 1, 2021, respectively, relate to mall deposits that are
accounted for based on lease terms usually greater than one
year.
Note 7 — Equity and Earnings (Loss) Per Share
Common stock
Repurchase Program
In June 2018, the Company's Board of Directors authorized the
repurchase of $2.50 billion of its outstanding common stock,
which was to expire in November 2020. In October 2020, the
Company's Board of Directors authorized the extension of the
expiration date of the remaining repurchase amount of
$916 million to November 2022, and in October 2022, the
Company’s Board of Directors authorized the further extension of
the expiration date of the remaining repurchase amount of
$916 million to November 2024. Repurchases of the Company's
common stock are made at the Company's discretion in accordance
with applicable federal securities laws in the open market or
otherwise. The timing and actual number of shares to be repurchased
in the future will depend on a variety of factors, including the
Company's financial position, earnings, legal requirements, other
investment opportunities and market conditions. All share
repurchases of the Company's common stock have been recorded as
treasury stock.
Earnings (Loss) Per Share
The weighted average number of common and common equivalent shares
used in the calculation of basic and diluted earnings (loss) per
share consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Weighted-average common shares outstanding (used in the calculation
of basic earnings (loss) per share) |
764 |
|
|
764 |
|
|
764 |
|
|
764 |
|
Potential dilution from stock options and restricted stock and
stock units
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Weighted-average common and common equivalent shares (used in the
calculation of diluted earnings (loss) per share) |
764 |
|
|
764 |
|
|
764 |
|
|
764 |
|
|
|
|
|
|
|
|
|
Antidilutive stock options excluded from the calculation of diluted
earnings per share
|
15 |
|
|
9 |
|
|
15 |
|
|
8 |
|
Note 8 — Income Taxes
The Company’s effective income tax rate from continuing operations
was 15.6% for the nine months ended September 30, 2022, compared to
(1.6)% for the nine months ended September 30, 2021. The effective
income tax rate for the nine months ended September 30, 2022,
reflects a 17% statutory tax rate on the Company’s Singapore
operations and a 21% corporate income tax rate on its domestic
operations. In September 2022, the Company
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
received an additional exemption from Macao’s corporate income tax
on profits generated by the operation of casino games of chance for
the period beginning June 27, 2022 through December 31, 2022.
During the three months ended September 30, 2022, the Company
recorded a valuation allowance of $32 million related to
certain U.S. foreign tax credits, which it no longer expects to
utilize. In accordance with the interim accounting guidance, the
Company calculated an estimated annual effective tax rate based on
expected annual income and statutory rates in the jurisdictions in
which the Company operates. This estimated annual effective tax
rate is applied to actual year-to-date operating results to
determine the provision for income taxes. For the nine months ended
September 30, 2022, the combination of losses in the U.S. and Macao
and taxable income in Singapore resulted in a tax expense of
$172 million
on a loss before income taxes of $1.10 billion. During the
nine months ended September 30, 2021, the Company recorded a
valuation allowance of $20 million related to certain U.S.
foreign tax credits, which it no longer expects to utilize due to
lower forecasted U.S. taxable income in years following the sale of
the Las Vegas Operations.
The Inflation Reduction Act (“IRA”) of 2022 was signed into law on
August 16, 2022. The IRA contains numerous provisions including a
15% corporate alternative minimum tax (“CAMT”) for certain large
corporations that have at least an average of $1 billion adjusted
financial statement income over a consecutive three-year period
effective in tax years beginning after December 31, 2022.
Applicable corporations would be allowed to claim a credit for the
corporate minimum tax paid against regular tax in future years. The
IRA also includes a 1% excise tax on corporate stock repurchases
beginning January 1, 2023. The CAMT could impact our future cash
flows and results of operations. The Internal Revenue Service has
been granted broad authority to issue regulations or other guidance
that could clarify how these taxes will be applied. The Company
will continue to evaluate the impact of the IRA as additional
information becomes available.
Note 9 — Leases
Lessor
Lease revenue for the Company’s mall operations consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
2022 |
|
2021 |
|
Mall |
|
Other |
|
Mall |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Minimum rents |
$ |
119 |
|
|
$ |
— |
|
|
$ |
124 |
|
|
$ |
— |
|
Overage rents |
16 |
|
|
— |
|
|
34 |
|
|
— |
|
Rent concessions(1)
|
(37) |
|
|
— |
|
|
(16) |
|
|
— |
|
|
|
|
|
|
|
|
|
Total overage rents, rent concessions and other |
(21) |
|
|
— |
|
|
18 |
|
|
— |
|
|
$ |
98 |
|
|
$ |
— |
|
|
$ |
142 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
Mall |
|
Other |
|
Mall |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Minimum rents |
$ |
369 |
|
|
$ |
1 |
|
|
$ |
381 |
|
|
$ |
1 |
|
Overage rents |
42 |
|
|
— |
|
|
68 |
|
|
— |
|
Rent concessions(1)
|
(61) |
|
|
— |
|
|
(53) |
|
|
— |
|
Other(2)
|
— |
|
|
— |
|
|
6 |
|
|
— |
|
Total overage rents, rent concessions and other |
(19) |
|
|
— |
|
|
21 |
|
|
— |
|
|
$ |
350 |
|
|
$ |
1 |
|
|
$ |
402 |
|
|
$ |
1 |
|
___________________
(1)Rent
concessions were provided for the periods presented to tenants as a
result of the COVID-19 Pandemic and the impact on mall
operations.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
(2)Amount
related to a grant provided by the Singapore government to lessors
to support small and medium enterprises impacted by the COVID-19
Pandemic in connection with their rent obligations.
Note 10 — Commitments and Contingencies
Litigation
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 and cash
flows.
Asian American Entertainment Corporation, Limited v. Venetian Macau
Limited, et al.
On February 5, 2007, Asian American Entertainment Corporation,
Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior
Action”) in the U.S. District Court for the District of Nevada (the
“U.S. District Court”) against Las Vegas Sands, Inc. (now known as
Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC
(“VCR”) and Venetian Venture Development, LLC, which are
subsidiaries of the Company, and William P. Weidner and David
Friedman, who are former executives of the Company. The Prior
Action sought damages based on an alleged breach of agreements
entered into between AAEC and the aforementioned defendants for
their joint presentation of a bid in response to the public tender
held by the Macao government for the award of gaming concessions at
the end of 2001. The U.S. District Court entered an order
dismissing the Prior Action on April 16, 2010.
On January 19, 2012, AAEC filed another claim (the “Macao Action”)
with the Macao Judicial Court against VML, LVS (Nevada)
International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR
(collectively, the “Defendants”). The claim was for 3.0 billion
patacas (approximately $371 million at exchange rates in effect on
September 30, 2022). The Macao Action alleges a breach of
agreements entered into between AAEC and LVS (Nevada), LVSLLC and
VCR (collectively, the “U.S. Defendants”) for their joint
presentation of a bid in response to the public tender held by the
Macao government for the award of gaming concessions at the end of
2001. On July 4, 2012, the Defendants filed their defense to the
Macao Action with the Macao Judicial Court and amended the defense
on January 4, 2013.
On March 24, 2014, the Macao Judicial Court issued a decision
holding that AAEC’s claim against VML is unfounded and that VML be
removed as a party to the proceedings, and the claim should proceed
exclusively against the U.S. Defendants. On May 8, 2014, AAEC
lodged an appeal against that decision and the appeal is currently
pending.
On June 5, 2015, the U.S. Defendants applied to the Macao Judicial
Court to dismiss the claims against them as res judicata based on
the dismissal of the Prior Action. On March 16, 2016, the Macao
Judicial Court dismissed the defense of res judicata. An appeal
against that decision was lodged by U.S. Defendants on April 7,
2016. As of the end of December 2016, all appeals (including VML’s
dismissal and the res judicata appeals) were being transferred to
the Macao Second Instance Court. On May 11, 2017, the Macao Second
Instance Court notified the parties of its decision of refusal to
deal with the appeals at the present time. The Macao Second
Instance Court ordered the court file be transferred back to the
Macao Judicial Court. Evidence gathering by the Macao Judicial
Court commenced by letters rogatory, which was completed on March
14, 2019, and the trial of this matter was scheduled for September
2019.
On July 15, 2019, AAEC submitted a request to the Macao Judicial
Court to increase the amount of its claim to 96.45 billion
patacas (approximately $11.93 billion at exchange rates in effect
on September 30, 2022), allegedly representing lost profits from
2004 to 2018, and reserving its right to claim for lost profits up
to 2022 in due course at the enforcement stage. On September 4,
2019, the Macao Judicial Court allowed AAEC’s request to increase
the amount of its claim. On September 17, 2019, the U.S. Defendants
appealed the decision granting AAEC’s request and that appeal is
currently pending.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
On June 18, 2020, the U.S. Defendants moved to reschedule the
trial, which had been scheduled to begin on September 16, 2020, due
to travel disruptions and other extraordinary circumstances
resulting from the ongoing COVID-19 Pandemic. The Macao Judicial
Court granted that motion and rescheduled the trial to begin on
June 16, 2021. On April 16, 2021, the U.S. Defendants again moved
to reschedule the trial because continued travel disruptions
resulting from the pandemic prevented the representatives of the
U.S. Defendants and certain witnesses from attending the trial as
scheduled. Plaintiff opposed that motion on April 29, 2021. The
Macao Judicial Court denied the U.S. Defendants’ motion on May 28,
2021, concluding that, under Macao law, it lacked the power to
reschedule the trial absent agreement of the parties. The U.S.
Defendants appealed that ruling on June 16, 2021, and that appeal
is currently pending.
The trial began as scheduled on June 16, 2021. The Macao Judicial
Court heard testimony on June 16, 17, 23, and July 1. By order
dated June 17, 2021, the Macao Judicial Court scheduled additional
trial dates during September, October and December 2021 to hear
witnesses who are currently subject to COVID-19 travel restrictions
that prevent or severely limit their ability to enter Macao. That
order also provided a procedure for the parties to request written
testimony from witnesses who are not able to travel to Macao on
those dates. On June 28, 2021, the U.S. Defendants sought
clarification of certain aspects of that ruling concerning
procedures for written testimony and appealed aspects of that
ruling setting limits on written testimony, imposing a deadline for
in-person testimony, and rejecting the U.S. Defendants’ request to
have witnesses testify via video conference. On July 9, 2021, the
Macao Judicial Court issued an order clarifying the procedure for
written testimony. The U.S. Defendants’ appeal on the remainder of
the Macao Judicial Court’s June 17, 2021 order is currently
pending.
On July 10, 2021, the U.S. Defendants were notified of an invoice
for supplemental court fees totaling 93 million patacas
(approximately $12 million at exchange rates in effect on
September 30, 2022) based on Plaintiff’s July 15, 2019 amendment of
its claim amount. By motion dated July 20, 2021, the U.S.
Defendants moved the Macao Judicial Court for an order withdrawing
that invoice on the grounds that it was procedurally improper and
conflicted with rights guaranteed in Macao’s Basic Law. The Macao
Judicial Court denied that motion by order dated September 11,
2021. The U.S. Defendants appealed that order on September 23,
2021, and that appeal is currently pending. By order dated
September 29, 2021, the Macao Judicial Court ordered that the
invoice for supplemental court fees be stayed pending resolution of
that appeal.
The Macao Judicial Court heard additional testimony on October 8,
11, and 15, and December 14 and 15, 2021. Certain witnesses who
were not able to enter Macao due to ongoing COVID-19 travel
restrictions presented testimony in writing. On December 15, 2021,
the U.S. Defendants sought to initiate a proceeding to impeach the
testimony of certain witnesses offered by Plaintiff, and the Macao
Judicial Court admitted that incident and ordered Plaintiff to
produce its shareholder registry. By notice dated December 16,
2021, Plaintiff appealed the order to produce its shareholder
registry, and that appeal is currently pending.
From December 17, 2021 to January 19, 2022, Plaintiff submitted
additional documents to the court file and disclosed written
reports from two purported experts, who calculated Plaintiff’s
damages at 57.88 billion patacas and 62.29 billion
patacas (approximately $7.16 billion and $7.70 billion,
respectively, at exchange rates in effect on September 30, 2022).
In response, the U.S. Defendants moved to exclude those materials
or, in the alternative, to require additional testimony from
relevant witnesses. By order dated January 19, 2022, the Macao
Judicial Court denied the U.S. Defendants’ motion and ruled that
the materials could be included in the court file with the
probative value of their contents to be determined by the
Court.
Plaintiff presented its factual summation on January 21, 2022. On
January 26, 2022, the U.S. Defendants presented their factual
summation, and Plaintiff and the U.S. Defendants presented rebuttal
summations. The Macao Judicial Court announced its proposed
findings on disputed facts at a February 15, 2022 hearing. The
Plaintiff filed its brief on points of law with the Macao Judicial
Court on March 1, 2022, and the U.S. Defendants filed their brief
on points of law on March 10, 2022. On April 28, 2022, the Macao
Judicial Court entered a judgment for the U.S. Defendants. The
Macao Judicial Court also held that Plaintiff litigated certain
aspects of its case in bad faith.
Plaintiff filed a notice of appeal from the Macao Judicial Court’s
judgment on May 13, 2022. Plaintiff filed its appeal brief on July
5, 2022, and the U.S. Defendants filed their response brief on
September 19, 2022. That appeal is currently pending with the Macao
Second Instance Court.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
On September 19, 2022, the U.S. Defendants were notified of an
invoice for appeal court fees totaling 48 million patacas
(approximately $6 million at exchange rates in effect on
September 30, 2022). By motion dated September 29, 2022, the U.S.
Defendants moved the Macao Judicial Court for an order withdrawing
that invoice. That motion is currently pending with the Macao
Judicial Court.
Management has determined that, based on proceedings to date, it is
currently unable to determine the probability of the outcome of
this matter or the range of reasonably possible loss, if any. The
Company intends to defend this matter vigorously.
The Daniels Family 2001 Revocable Trust v. LVSC, et
al.
On October 22, 2020, The Daniels Family 2001 Revocable Trust, a
putative purchaser of the Company’s shares, filed a purported class
action complaint in the U.S. District Court against LVSC, Sheldon
G. Adelson and Patrick Dumont. The complaint asserts violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
(the “Exchange Act”) and alleges that LVSC made materially false or
misleading statements, or failed to disclose material facts, from
February 27, 2016 through September 15, 2020, with respect to its
operations at the Marina Bay Sands, its compliance with Singapore
laws and regulations, and its disclosure controls and procedures.
On January 5, 2021, the U.S. District Court entered an order
appointing Carl S. Ciaccio and Donald M. DeSalvo as lead plaintiffs
(“Lead Plaintiffs”). On March 8, 2021, Lead Plaintiffs filed a
purported class action amended complaint against LVSC, Sheldon G.
Adelson, Patrick Dumont, and Robert G. Goldstein, alleging similar
violations of Sections 10(b) and 20(a) of the Exchange Act over the
same time period of February 27, 2016 through September 15, 2020.
On March 22, 2021, the U.S. District Court granted Lead Plaintiffs’
motion to substitute Dr. Miriam Adelson, in her capacity as the
Special Administrator for the estate of Sheldon G. Adelson, for
Sheldon G. Adelson as a defendant in this action. On May 7, 2021,
the defendants filed a motion to dismiss the amended complaint.
Lead Plaintiffs filed an opposition to the motion to dismiss on
July 6, 2021, and the defendants filed their reply on August 5,
2021. On March 28, 2022, the U.S. District Court entered an order
dismissing the amended complaint in its entirety. The U.S. District
Court dismissed certain claims with prejudice but granted Lead
Plaintiffs leave to amend the complaint with respect to the other
claims by April 18, 2022. On April 8, 2022, Lead Plaintiffs filed a
Motion for Reconsideration and to Extend Time to File the Amended
Complaint, requesting the U.S. District Court reconsider certain
aspects of its March 28, 2022 order, and to extend the deadline for
Lead Plaintiffs to file an amended complaint. The defendants filed
an opposition to the motion on April 22, 2022. On April 18, 2022,
Lead Plaintiffs filed a second amended complaint. On May 18, 2022,
the defendants filed a motion to dismiss the second amended
complaint. Lead Plaintiffs filed an opposition to the motion to
dismiss on June 17, 2022, and the defendants filed their reply on
July 8, 2022. This action is in a preliminary stage and management
has determined that based on proceedings to date, it is currently
unable to determine the probability of the outcome of this matter
or the range of reasonably possible loss, if any. The Company
intends to defend this matter vigorously.
Turesky v. Sheldon G. Adelson, et al.
On December 28, 2020, Andrew Turesky filed a putative shareholder
derivative action on behalf of the Company in the U.S. District
Court, against Sheldon G. Adelson, Patrick Dumont, Robert G.
Goldstein, Irwin Chafetz, Micheline Chau, Charles D. Forman, Steven
L. Gerard, George Jamieson, Charles A. Koppelman, Lewis Kramer and
David F. Levi, all of whom are current or former directors and/or
officers of LVSC. The complaint asserts claims for breach of
fiduciary duty, unjust enrichment, waste of corporate assets, abuse
of control, gross mismanagement, violations of Sections 10(b),
14(a) and 20(a) of the Exchange Act and for contribution under
Sections 10(b) and 21D of the Exchange Act. On February 24, 2021,
the U.S. District Court entered an order granting the parties’
stipulation to stay this action in light of the Daniels Family 2001
Revocable Trust putative securities class action (the “Securities
Action”). Subject to the terms of the parties’ stipulation, this
action is stayed until 30 days after the final resolution of the
motion to dismiss in the Securities Action. On March 11, 2021, the
U.S. District Court granted the plaintiff’s motion to substitute
Dr. Miriam Adelson, in her capacity as the Special Administrator
for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a
defendant in this action. This action is in a preliminary stage and
management has determined that based on proceedings to date, it is
currently unable to determine the probability of the outcome of
this matter or the range of reasonably possible loss, if any. The
Company intends to defend this matter vigorously.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 11 — Segment Information
The Company’s principal operating and developmental activities
occur in two geographic areas: Macao and Singapore. The Company
reviews the results of operations and construction and development
activities for each of its operating segments: The Venetian Macao;
The Londoner Macao; The Parisian Macao; The Plaza Macao and Four
Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has
included Ferry Operations and Other (comprised primarily of the
Company’s ferry operations and various other operations that are
ancillary to its properties in Macao) and Corporate and Other to
reconcile to the condensed consolidated results of operations and
financial condition. The operations that comprised the Company’s
former Las Vegas Operating Properties reportable business segment
were classified as a discontinued operation and the information
below for the three and nine months ended September 30, 2022 and
2021, excludes these results.
The Company’s segment information as of September 30, 2022 and
December 31, 2021, and for the three and nine months ended
September 30, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino |
|
Rooms |
|
Food and Beverage |
|
Mall |
|
Convention, Retail and Other |
|
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
60 |
|
|
$ |
10 |
|
|
$ |
3 |
|
|
$ |
27 |
|
|
$ |
4 |
|
|
$ |
104 |
|
The Londoner Macao |
24 |
|
|
10 |
|
|
4 |
|
|
9 |
|
|
10 |
|
|
57 |
|
The Parisian Macao |
8 |
|
|
5 |
|
|
1 |
|
|
5 |
|
|
2 |
|
|
21 |
|
The Plaza Macao and Four Seasons Macao |
27 |
|
|
5 |
|
|
2 |
|
|
23 |
|
|
— |
|
|
57 |
|
Sands Macao |
8 |
|
|
1 |
|
|
1 |
|
|
1 |
|
|
— |
|
|
11 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
|
8 |
|
|
127 |
|
|
31 |
|
|
11 |
|
|
65 |
|
|
24 |
|
|
258 |
|
Marina Bay Sands |
510 |
|
|
92 |
|
|
71 |
|
|
55 |
|
|
28 |
|
|
756 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
28 |
|
|
28 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
(36) |
|
|
(37) |
|
Total net revenues |
$ |
637 |
|
|
$ |
123 |
|
|
$ |
82 |
|
|
$ |
119 |
|
|
$ |
44 |
|
|
$ |
1,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2021 |
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
176 |
|
|
$ |
18 |
|
|
$ |
6 |
|
|
$ |
49 |
|
|
$ |
4 |
|
|
$ |
253 |
|
The Londoner Macao |
80 |
|
|
22 |
|
|
6 |
|
|
13 |
|
|
2 |
|
|
123 |
|
The Parisian Macao |
75 |
|
|
12 |
|
|
4 |
|
|
10 |
|
|
1 |
|
|
102 |
|
The Plaza Macao and Four Seasons Macao |
44 |
|
|
11 |
|
|
3 |
|
|
52 |
|
|
1 |
|
|
111 |
|
Sands Macao |
16 |
|
|
2 |
|
|
2 |
|
|
— |
|
|
— |
|
|
20 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7 |
|
|
7 |
|
|
391 |
|
|
65 |
|
|
21 |
|
|
124 |
|
|
15 |
|
|
616 |
|
Marina Bay Sands |
142 |
|
|
35 |
|
|
21 |
|
|
41 |
|
|
10 |
|
|
249 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
16 |
|
|
16 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(24) |
|
|
(24) |
|
Total net revenues |
$ |
533 |
|
|
$ |
100 |
|
|
$ |
42 |
|
|
$ |
165 |
|
|
$ |
17 |
|
|
$ |
857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino |
|
Rooms |
|
Food and Beverage |
|
Mall |
|
Convention, Retail and Other |
|
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Nine Months Ended September 30, 2022 |
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
308 |
|
|
$ |
38 |
|
|
$ |
12 |
|
|
$ |
112 |
|
|
$ |
11 |
|
|
$ |
481 |
|
The Londoner Macao |
145 |
|
|
43 |
|
|
19 |
|
|
35 |
|
|
15 |
|
|
257 |
|
The Parisian Macao |
83 |
|
|
23 |
|
|
7 |
|
|
20 |
|
|
4 |
|
|
137 |
|
The Plaza Macao and Four Seasons Macao |
120 |
|
|
20 |
|
|
7 |
|
|
90 |
|
|
1 |
|
|
238 |
|
Sands Macao |
39 |
|
|
5 |
|
|
3 |
|
|
1 |
|
|
— |
|
|
48 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
22 |
|
|
22 |
|
|
695 |
|
|
129 |
|
|
48 |
|
|
258 |
|
|
53 |
|
|
1,183 |
|
Marina Bay Sands |
1,278 |
|
|
186 |
|
|
150 |
|
|
159 |
|
|
61 |
|
|
1,834 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78 |
|
|
78 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
(101) |
|
|
(102) |
|
Total net revenues |
$ |
1,973 |
|
|
$ |
315 |
|
|
$ |
198 |
|
|
$ |
416 |
|
|
$ |
91 |
|
|
$ |
2,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2021 |
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
749 |
|
|
$ |
61 |
|
|
$ |
19 |
|
|
$ |
144 |
|
|
$ |
11 |
|
|
$ |
984 |
|
The Londoner Macao |
304 |
|
|
69 |
|
|
22 |
|
|
43 |
|
|
11 |
|
|
449 |
|
The Parisian Macao |
203 |
|
|
41 |
|
|
13 |
|
|
30 |
|
|
3 |
|
|
290 |
|
The Plaza Macao and Four Seasons Macao |
233 |
|
|
34 |
|
|
12 |
|
|
125 |
|
|
2 |
|
|
406 |
|
Sands Macao |
84 |
|
|
7 |
|
|
4 |
|
|
1 |
|
|
1 |
|
|
97 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
22 |
|
|
22 |
|
|
1,573 |
|
|
212 |
|
|
70 |
|
|
343 |
|
|
50 |
|
|
2,248 |
|
Marina Bay Sands |
668 |
|
|
99 |
|
|
78 |
|
|
127 |
|
|
30 |
|
|
1,002 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
66 |
|
|
66 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
(89) |
|
|
(90) |
|
Total net revenues |
$ |
2,241 |
|
|
$ |
311 |
|
|
$ |
148 |
|
|
$ |
469 |
|
|
$ |
57 |
|
|
$ |
3,226 |
|
____________________
(1)Intercompany
eliminations include royalties and other intercompany
services.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Intersegment Revenues |
|
|
|
|
|
|
|
Macao: |
|
|
|
|
|
|
|
The Venetian Macao |
$ |
2 |
|
|
$ |
— |
|
|
$ |
5 |
|
|
$ |
2 |
|
The Londoner Macao |
— |
|
|
1 |
|
|
— |
|
|
1 |
|
Ferry Operations and Other |
6 |
|
|
5 |
|
|
17 |
|
|
17 |
|
|
8 |
|
|
6 |
|
|
22 |
|
|
20 |
|
Marina Bay Sands |
1 |
|
|
2 |
|
|
2 |
|
|
4 |
|
Intercompany royalties |
28 |
|
|
16 |
|
|
78 |
|
|
66 |
|
Total intersegment revenues |
$ |
37 |
|
|
$ |
24 |
|
|
$ |
102 |
|
|
$ |
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Adjusted Property EBITDA |
|
|
|
|
|
|
|
Macao: |
|
|
|
|
|
|
|
The Venetian Macao |
$ |
(37) |
|
|
$ |
40 |
|
|
$ |
(39) |
|
|
$ |
230 |
|
The Londoner Macao |
(60) |
|
|
(33) |
|
|
(147) |
|
|
(61) |
|
The Parisian Macao |
(37) |
|
|
5 |
|
|
(77) |
|
|
(3) |
|
The Plaza Macao and Four Seasons Macao |
6 |
|
|
42 |
|
|
55 |
|
|
156 |
|
Sands Macao |
(22) |
|
|
(21) |
|
|
(61) |
|
|
(52) |
|
Ferry Operations and Other |
(2) |
|
|
(1) |
|
|
(4) |
|
|
(6) |
|
|
(152) |
|
|
32 |
|
|
(273) |
|
|
264 |
|
Marina Bay Sands |
343 |
|
|
15 |
|
|
783 |
|
|
271 |
|
Consolidated adjusted property EBITDA(1)
|
191 |
|
|
47 |
|
|
510 |
|
|
535 |
|
Other Operating Costs and Expenses |
|
|
|
|
|
|
|
Stock-based compensation(2)
|
(9) |
|
|
— |
|
|
(20) |
|
|
(8) |
|
Corporate |
(53) |
|
|
(64) |
|
|
(167) |
|
|
(169) |
|
Pre-opening |
(4) |
|
|
(6) |
|
|
(11) |
|
|
(15) |
|
Development |
(26) |
|
|
(13) |
|
|
(108) |
|
|
(59) |
|
Depreciation and amortization |
(260) |
|
|
(262) |
|
|
(780) |
|
|
(775) |
|
Amortization of leasehold interests in land |
(14) |
|
|
(14) |
|
|
(42) |
|
|
(42) |
|
Loss on disposal or impairment of assets |
(2) |
|
|
(4) |
|
|
(8) |
|
|
(18) |
|
Operating loss |
(177) |
|
|
(316) |
|
|
(626) |
|
|
(551) |
|
Other Non-Operating Costs and Expenses |
|
|
|
|
|
|
|
Interest income |
38 |
|
|
1 |
|
|
56 |
|
|
3 |
|
Interest expense, net of amounts capitalized |
(183) |
|
|
(157) |
|
|
(501) |
|
|
(469) |
|
Other income (expense) |
2 |
|
|
(12) |
|
|
(29) |
|
|
(19) |
|
Loss on modification or early retirement of debt |
— |
|
|
(137) |
|
|
— |
|
|
(137) |
|
Income tax (expense) benefit |
(60) |
|
|
27 |
|
|
(172) |
|
|
19 |
|
Net loss from continuing operations |
$ |
(380) |
|
|
$ |
(594) |
|
|
$ |
(1,272) |
|
|
$ |
(1,154) |
|
____________________
(1)Consolidated
adjusted property EBITDA, which is a non-GAAP financial measure, is
net income (loss) from continuing operations before stock-based
compensation expense, corporate expense, pre-opening expense,
development expense,
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
depreciation and amortization, amortization of leasehold interests
in land, gain or loss on disposal or impairment of assets,
interest, other income or expense, gain or loss on modification or
early retirement of debt and income taxes. Consolidated adjusted
property EBITDA is a supplemental non-GAAP financial measure used
by management, as well as industry analysts, to evaluate operations
and operating performance. In particular, management utilizes
consolidated adjusted property EBITDA to compare the operating
profitability of its operations with those of its competitors, as
well as a basis for determining certain incentive compensation.
Integrated Resort companies have historically reported adjusted
property EBITDA as a supplemental performance measure to GAAP
financial measures. In order to view the operations of their
properties on a more stand-alone basis, Integrated Resort
companies, including Las Vegas Sands Corp., have historically
excluded certain expenses that do not relate to the management of
specific properties, such as pre-opening expense, development
expense and corporate expense, from their adjusted property EBITDA
calculations. Consolidated adjusted property EBITDA 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 GAAP. The Company has significant uses of cash
flow, including capital expenditures, dividend payments, interest
payments, debt principal repayments and income taxes, which are not
reflected in consolidated adjusted property EBITDA. Not all
companies calculate adjusted property EBITDA in the same manner. As
a result, consolidated adjusted property EBITDA as presented by the
Company may not be directly comparable to similarly titled measures
presented by other companies.
(2)During
the three months ended September 30, 2022 and 2021, the Company
recorded stock-based compensation expense of $18 million and
$3 million, respectively, of which $9 million and
$3 million, respectively, was included in corporate expense in
the accompanying condensed consolidated statements of operations.
During the nine months ended September 30, 2022 and 2021, the
Company recorded stock-based compensation expense of
$47 million and $17 million, respectively, of which
$27 million and $9 million, respectively, was included in
corporate expense in the accompanying condensed consolidated
statements of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
Capital Expenditures |
|
|
|
Corporate and Other |
$ |
50 |
|
|
$ |
25 |
|
Macao: |
|
|
|
The Venetian Macao |
35 |
|
|
50 |
|
The Londoner Macao |
153 |
|
|
440 |
|
The Parisian Macao |
2 |
|
|
3 |
|
The Plaza Macao and Four Seasons Macao |
7 |
|
|
15 |
|
Sands Macao |
2 |
|
|
4 |
|
Ferry Operations and Other |
— |
|
|
1 |
|
|
199 |
|
|
513 |
|
Marina Bay Sands |
255 |
|
|
102 |
|
Total capital expenditures |
$ |
504 |
|
|
$ |
640 |
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2022 |
|
December 31,
2021 |
|
|
|
|
|
(In millions) |
Total Assets |
|
|
|
Corporate and Other |
$ |
5,652 |
|
|
$ |
|