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LVS > SEC Filings for LVS > Form 10-Q on 9-Nov-2009All Recent SEC Filings

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Form 10-Q for LAS VEGAS SANDS CORP


9-Nov-2009

Quarterly Report


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Form 10-Q. Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. See "- Special Note Regarding Forward-Looking Statements." Operations
We view each of our casino properties as an operating segment. Our operating segments in the United States consist of The Venetian Resort Hotel Casino ("The Venetian Las Vegas"), The Palazzo Resort Hotel Casino ("The Palazzo") and the Sands Casino Resort Bethlehem (the "Sands Bethlehem"). The Venetian Las Vegas and The Palazzo operating segments are managed as a single integrated resort and have been aggregated into one reportable segment (the "Las Vegas Operating Properties"), considering their similar economic characteristics, types of customers, types of service and products, the regulatory business environment of the operations within each segment and our organizational and management reporting structure. Our operating segments in the Macau Special Administrative Region of the People's Republic of China ("Macau") consist of the Sands Macao, The Venetian Macao Resort Hotel ("The Venetian Macao"), the Four Seasons Hotel Macao, Cotai StripTM (the "Four Seasons Macao") and other ancillary operations in that region ("Other Asia").
United States
Las Vegas Operating Properties
Our Las Vegas Operating Properties, situated on or near the Las Vegas Strip, consist of The Venetian Las Vegas, a Renaissance Venice-themed resort; The Palazzo, a resort featuring modern European ambience and design reminiscent of affluent Italian living; and an expo and convention center of approximately 1.2 million square feet (the "Sands Expo Center"). Our Las Vegas Operating Properties represent an integrated resort with approximately 7,100 suites and approximately 225,000 square feet of gaming space. Our Las Vegas Operating Properties also feature a meeting and conference facility of approximately 1.1 million square feet; Canyon Ranch SpaClub facilities; a Paiza Clubtm offering services and amenities to premium customers, including luxurious VIP suites, spa facilities and private VIP gaming room facilities; entertainment facilities; an enclosed retail, dining and entertainment complex located within The Venetian Las Vegas of approximately 440,000 net leasable square feet ("The Grand Canal Shoppes"), which was sold to GGP Limited Partnership ("GGP") in 2004; and an enclosed retail and dining complex located within The Palazzo of approximately 400,000 net leasable square feet ("The Shoppes at The Palazzo"), which was sold to GGP in February 2008. See "Item 1 - Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 2 - Property and Equipment, Net" regarding the sale of The Shoppes at The Palazzo.
Approximately 63.9% and 65.3% of gross revenue at our Las Vegas Operating Properties for the nine months ended September 30, 2009 and 2008, respectively, was derived from room revenues, food and beverage services, and other non-gaming sources, and 36.1% and 34.7%, respectively, was derived from gaming activities. The percentage of non-gaming revenue reflects the integrated resort's emphasis on the group convention and trade show business and the resulting high occupancy and room rates throughout the week, especially during mid-week periods. Sands Bethlehem
We are in the process of developing Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania. Sands Bethlehem is also expected to be home to the National Museum of Industrial History, an arts and cultural center, and the broadcast home of the local PBS affiliate. We own 86% of the economic interest of the gaming, hotel and entertainment portion of the property through our ownership interest in Sands Bethworks Gaming LLC and more than 35% of the economic interest of the retail portion of the property through our ownership interest in Sands Bethworks Retail, LLC.


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On May 22, 2009, we opened the casino component of Sands Bethlehem, featuring 3,000 slot machines and several food and beverage offerings, as well as the parking garage and surface parking. Construction activities on the remaining components of the 124-acre development, which include a 300-room hotel, an approximate 200,000-square-foot retail facility, a 50,000-square-foot multipurpose event center and a variety of additional dining options, have been suspended temporarily and are intended to recommence when capital markets and general economic conditions improve. As of September 30, 2009, we have capitalized construction costs of $622.1 million for this project (including $60.2 million in outstanding construction payables). We expect to spend approximately $80 million on additional costs to complete the site for delay, furniture, fixtures and equipment ("FF&E") and other costs, and to pay outstanding construction payables, as noted above. The impact of the suspension on the estimated overall cost of the project's remaining components is currently not determinable with certainty. Approximately 89.7% of the gross revenue at the Sands Bethlehem for the period ended September 30, 2009, was derived from gaming activities, with the remainder primarily derived from food and beverage services.
Macau
We own and operate the Sands Macao, the first Las Vegas-style casino in Macau, pursuant to a 20-year gaming subconcession. The Sands Macao includes approximately 229,000 square feet of gaming space; a 289-suite hotel tower; several restaurants; a spacious Paiza Club; a theater and other high-end services and amenities. Approximately 93.4% and 92.4% of the gross revenue at the Sands Macao for the nine months ended September 30, 2009 and 2008, respectively, was derived from gaming activities, with the remainder primarily derived from room revenues and food and beverage services.
We also own and operate The Venetian Macao, the anchor property of our master-planned development of integrated resort properties that we refer to as the Cotai Striptm in Macau. The Venetian Macao, with a theme similar to that of The Venetian Las Vegas, features a 39-floor luxury hotel with over 2,900 suites; approximately 550,000 square feet of gaming space; approximately 1.0 million square feet of retail and dining offerings; a convention center and meeting room complex of approximately 1.2 million square feet; a 15,000-seat arena that has hosted a wide range of entertainment and sporting events; and an 1,800-seat theater that features an original production from Cirque du Soleil.
Approximately 81.5% and 79.7% of the gross revenue at The Venetian Macao for the nine months ended September 30, 2009 and 2008, respectively, was derived from gaming activities, with the remainder derived from room revenues, food and beverage services, and other non-gaming sources.
In August 2008, we opened the Four Seasons Macao, which is located adjacent and connected to The Venetian Macao. The Four Seasons Macao is an integrated resort that features 360 rooms and suites managed and operated by Four Seasons Hotels Inc.; 19 Paiza mansions; approximately 70,000 square feet of gaming space; retail space of approximately 211,000 square feet, which is connected to the mall at The Venetian Macao; several food and beverage offerings; and conference, banquet and other facilities operated by us. The property will also feature the Four Seasons Apartments Macao, Cotai Striptm (the "Four Seasons Apartments"), an apart-hotel tower that consists of approximately 1.0 million square feet of Four Seasons-serviced and -branded luxury apart-hotel units and common areas, which the Company expects to complete the structural work of the tower in the fourth quarter of 2009 and subsequently monetize through various potential methods. Approximately 73.6% and 69.1% of the gross revenue at the Four Seasons Macao for the nine months ended September 30, 2009 and the period ended September 30, 2008, respectively, was derived from gaming activities, with the remainder primarily derived from mall revenues, room revenues and other non-gaming sources.
Development Projects
Given the challenging conditions in the capital markets and the global economy and their impact on our ongoing operations, we revised our development plan to suspend portions of our development projects and focus our development efforts on those projects with the highest rates of expected return on invested capital. Should general economic conditions fail to improve, if we are unable to obtain sufficient funding such that completion of our suspended projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date on our suspended projects could be lost and would result in an impairment charge. In addition, we may be subject to penalties under the termination clauses in our construction contracts or under our management contracts with certain hotel management companies.


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United States Development Project
St. Regis Residences
We had been constructing a St. Regis-branded high-rise residential condominium tower, the St. Regis Residences at The Venetian Palazzo (the "St. Regis Residences"), located on the Las Vegas Strip between The Palazzo and The Venetian. As part of our revised development plan, we suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions. We intend to recommence construction when these conditions improve and expect that it will take approximately 18 months thereafter to complete construction of the project. As of September 30, 2009, we have capitalized construction costs of $182.3 million for this project (including $7.5 million in outstanding construction payables). We expect to spend approximately $10 million on additional costs to prepare the site for delay and to pay outstanding construction payables, as noted above. The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.
Macau Development Projects
We submitted plans to the Macau government for our other Cotai Strip developments, which represent three integrated resort developments, in addition to The Venetian Macao and Four Seasons Macao, on an area of approximately 200 acres (which we refer to as parcels 3, 5, 6, 7 and 8). Subject to the approval from the Macau government, the developments are expected to include hotels, exhibition and conference facilities, gaming areas, showrooms, spas, dining, retail and entertainment facilities and other amenities. We commenced construction or pre-construction on these developments and plan to own and operate the related gaming areas under our Macau gaming subconcession. In addition, we are completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macau government. We currently intend to develop our other Cotai Strip properties as follows:
• Parcels 5 and 6 - Under our revised development plan, we are sequencing the construction of the integrated resort on parcels 5 and 6 due to difficulties in the capital markets and overall decline in general economic conditions. Upon completion of phases I and II of the project, the integrated resort will feature approximately 6,000 luxury and mid-scale hotel rooms, approximately 300,000 square feet of gaming space, approximately 1.2 million square feet of retail, entertainment and dining facilities, exhibition and conference facilities and a multipurpose theater. Phase I of the project is expected to include two hotel towers with approximately 3,700 hotel rooms to be managed by Shangri-La International Hotel Management Limited ("Shangri-La") under its Shangri-La and Traders brands and Sheraton International Inc. and Sheraton Overseas Management Co. (collectively "Starwood") under its Sheraton brand, as well as completion of the structural work of an adjacent hotel tower with approximately 2,300 rooms to be managed by Starwood under its Sheraton brand. Phase I will also include the gaming space and a partial opening of the retail and exhibition and conference facilities. The total cost to complete phase I is expected to be approximately $2.0 billion. Phase II of the project includes completion of the Sheraton hotel tower as well as the remaining retail facilities. The total cost to complete phase II is expected to be approximately $190 million. Phase III of the project is expected to include a fourth hotel and mixed-use tower to be managed by Starwood under its St. Regis brand. The total cost to complete phase III is expected to be approximately $450 million. We plan to recommence construction of phases I and II with supplemental financing that we are currently in discussions to obtain, together with a portion of the proceeds from the potential sale of a minority interest in certain of our Macau operations. We expect that if and when financing is obtained, it will take approximately 18 months to complete construction of phase I, another six months thereafter to complete the adjacent Sheraton tower in phase II and an additional 24 months thereafter to complete the remaining retail facilities in phase II. We intend to commence construction of phase III of the project as demand and market conditions warrant it. As of September 30, 2009, we have capitalized construction costs of $1.73 billion for the entire project (including $153.3 million in outstanding construction payables). Our management agreement with Starwood imposes certain construction deadlines and opening obligations on us, and certain past and/or anticipated delays, as described above, may represent a default under the agreement, allow Starwood to terminate its agreement and/or may subject us to penalties.

• Parcels 7 and 8 - The integrated resort on parcels 7 and 8 is expected to be similar in size and scope to the integrated resort on parcels 5 and 6. We had commenced pre-construction and have capitalized construction costs of $116.1 million as of September 30, 2009. We intend to commence construction after the integrated resorts on parcels 5 and 6 and 3 are complete, necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained.

• Parcel 3 - The integrated resort on parcel 3 will be connected to The Venetian Macao and Four Seasons Macao. The multi-hotel complex is intended to include a casino, a shopping mall and serviced luxury apart-hotel units. We had commenced pre-construction and have capitalized construction costs of $35.7 million as of September 30, 2009. We intend to commence construction after the integrated resort on parcels 5 and 6 is complete, necessary government approvals are obtained, regional and global economic conditions improve, future demand warrants it and additional financing is obtained.

The impact of the delayed construction on our previously estimated cost to complete our Cotai Strip developments is currently not determinable with certainty. As of September 30, 2009, we have capitalized an aggregate of $5.80 billion in construction costs for our Cotai Strip developments, including The Venetian Macao and Four Seasons Macao, as well as our investments in transportation


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infrastructure, including our passenger ferry service operations. We will need to arrange additional financing to fund the balance of our Cotai Strip developments and there is no assurance that we will be able to obtain any of the additional financing required.
We have received a land concession from the Macau government to build on parcels 1, 2 and 3, including the sites on which The Venetian Macao (parcel 1) and Four Seasons Macao (parcel 2) are located. We do not own these land sites in Macau; however, the land concession, which has an initial term of 25 years and is renewable at our option in accordance with Macau law, grants us exclusive use of the land. As specified in the land concession, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concession by the Macau government or in seven semi-annual installments (provided that the outstanding balance is due upon the completion of the corresponding integrated resort), as well as annual rent for the term of the land concession. In October 2008, the Macau government amended our land concession to allow us to subdivide parcel 2 into four separate units under Macau's horizontal property regime, consisting of retail, hotel/casino, Four Seasons Apartments and parking areas. Subsequent to September 30, 2009, we received a draft of the land concession agreement from the Macau government for parcels 5 and 6, and expect to formalize the agreement following the usual Macau land grant process. The land premium is currently expected to be approximately 1.9 billion patacas (approximately $238 million at exchange rates in effect on September 30, 2009).
We do not yet have all of the necessary Macau government approvals to develop our planned Cotai Strip developments on parcels 3, 5, 6, 7 and 8. We have received a land concession for parcel 3 and a draft of the land concession agreement for parcels 5 and 6, as previously noted, but have yet to be granted land concessions for parcels 5, 6, 7 and 8. Once the land concession for parcels 5 and 6 has been finalized, we will negotiate the land concession for parcels 7 and 8. Based on historical experience with the Macau government with respect to our land concessions for the Sands Macao and parcels 1, 2 and 3, management believes that the land concessions for parcels 5, 6, 7 and 8 will be granted; however, if we do not obtain these land concessions, we could forfeit all or a substantial part of our $1.84 billion in capitalized costs, as of September 30, 2009, related to our developments on parcels 5, 6, 7 and 8.
Under our land concession relating to parcel 3, we were required to complete the corresponding development by August 2011. The Macau government has agreed to provide us with an extension to complete the development of parcel 3 by April 2013. We believe that if we are not able to complete the development by the deadline, we will be able to obtain another extension from the Macau government; however, no assurances can be given that an extension will be granted. If we are unable to meet the August 2013 deadline and that deadline is not extended, we could lose our land concession for parcel 3, which would prohibit us from operating any facilities developed under the land concession for parcel 3. As a result, we could forfeit all or a substantial portion of our $35.7 million in capitalized costs, as of September 30, 2009, related to our development on parcel 3.
Singapore Development Project
Our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. ("MBS"), entered into a development agreement (the "Development Agreement") with the Singapore Tourism Board (the "STB") to build and operate an integrated resort called Marina Bay Sands in Singapore. Marina Bay Sands is expected to include three 55-story hotel towers (totaling approximately 2,600 rooms and suites), a casino, an enclosed retail, dining and entertainment complex of approximately 800,000 net leasable square feet, a convention center and meeting room complex of approximately 1.3 million square feet, theaters and a landmark iconic structure at the bay-front promenade that will contain an art/science museum. We are continuing to finalize various design aspects of the integrated resort and are in the process of finalizing our cost estimates for the project. As of September 30, 2009, we have capitalized 4.92 billion Singapore dollars ("SGD," approximately $3.47 billion at exchange rates in effect on September 30, 2009) in costs for this project, including the land premium and SGD 639.1 million (approximately $450.5 million at exchange rates in effect on September 30, 2009) in outstanding construction payables. We expect to spend approximately SGD 3.8 billion
(approximately $2.7 billion at exchange rates in effect on September 30, 2009)
through 2011 on additional costs to complete the construction of the integrated resort, FF&E, pre-opening and other costs, and to pay outstanding construction payables, as noted above, of which approximately SGD 760 million (approximately $536 million at exchange rates in effect on September 30, 2009) is expected to be spent in 2009. As we have obtained Singapore-denominated financing and primarily pay our costs in Singapore dollars, our exposure to foreign exchange gains and losses is expected to be minimal. Based on our current development plan, we are targeting to open a majority of the project in the first quarter of 2010.
Other Development Projects
When the current economic environment and access to capital improve, we may continue exploring the possibility of developing and operating additional properties, including integrated resorts, in additional Asian and U.S. jurisdictions, and in Europe.


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Critical Accounting Policies and Estimates The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" presented in our 2008 Annual Report on Form 10-K filed on March 2, 2009.
There were no newly identified significant accounting estimates in the nine months ended September 30, 2009, nor were there any material changes to the critical accounting policies and estimates discussed in our 2008 Annual Report. Recent Accounting Pronouncements
See related disclosure at "Item 1 - Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 1 - Organization and Business of Company - Recent Accounting Pronouncements." Summary Financial Results
The following table summarizes our results of operations:

                                                      Three Months Ended September 30,              Nine Months Ended September 30,
                                                                                  Percent                                       Percent
                                                     2009            2008          Change         2009            2008          Change
                                                                                  (Dollars in thousands)
Net revenues                                     $ 1,141,144     $ 1,105,434         3.2 %    $ 3,278,906     $ 3,296,571         (0.5 )%
Operating expenses                                 1,078,762       1,077,239         0.1 %      3,351,590       3,098,529          8.2 %
Operating income (loss)                               62,382          28,195       121.3 %        (72,684 )       198,042       (136.7 )%
Loss before income taxes                             (26,301 )       (51,916 )     (49.3 )%      (294,085 )       (76,252 )      285.7 %
Net loss                                             (80,617 )       (32,491 )     148.1 %       (294,726 )       (56,719 )      419.6 %
Net loss attributable to Las Vegas Sands Corp.       (76,506 )       (32,208 )     137.5 %       (287,052 )       (52,238 )      449.5 %



                                                                        Percent of Net Revenues
                                                            Three Months                        Nine Months
                                                         Ended September 30,                Ended September 30,
                                                        2009              2008             2009              2008
Operating expenses                                       94.5 %           97.4 %           102.2 %           94.0 %
Operating income (loss)                                   5.5 %            2.6 %            (2.2 )%           6.0 %
Loss before income taxes                                 (2.3 )%          (4.7 )%           (9.0 )%          (2.3 )%
Net loss                                                 (7.1 )%          (2.9 )%           (9.0 )%          (1.7 )%
Net loss attributable to Las Vegas Sands Corp.           (6.7 )%          (2.9 )%           (8.8 )%          (1.6 )%


Operating Results
Key Operating Revenue Measurements

Operating revenues at our Las Vegas Operating Properties, The Venetian Macao and Four Seasons Macao are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and the volume of table games and slot machine play. Hotel revenues are not material for Sands Macao; revenues at Sands Macao, as well as Sands Bethlehem, are principally driven by casino customers who visit the property on a daily basis.


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The following are the key measurements we use to evaluate operating revenue:
Casino revenue measurements for the U.S.: Table games drop ("drop") and slot handle ("handle") are volume measurements. Win or hold percentage represents the percentage of drop or handle that is won by the casino and recorded as casino revenue. Table games drop represents the sum of markers issued (credit instruments) less markers paid at the table, plus cash deposited in the table drop box. Slot handle is the gross amount wagered or coins placed into slot machines in aggregate for the period cited. We view table games win as a percentage of drop and slot hold as a percentage of slot handle. Based upon our mix of table games, our table games produce a statistical average win percentage (calculated before discounts) as measured as a percentage of drop of 20.0% to 22.0% and slot machines produce a statistical average hold percentage (calculated before slot club cash incentives) as measured as a percentage of handle generally between 6.0% and 7.0%. Actual win may vary from the statistical average. Generally, slot machine play is conducted on a cash basis, while approximately 53.9% of our table games play, for the nine months ended September 30, 2009, was conducted on a credit basis.
Casino revenue measurements for Macau: Macau table games are segregated into two groups, consistent with the Macau market's convention: Rolling Chip play (all VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop as previously described. Rolling Chip and Non-Rolling Chip volume measurements are . . .

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