For the quarterly period ended September 30, 2005
For the Transition period from _______________ to ________________
Commission File Number 333-42147
LAS VEGAS SANDS CORP.
(Exact name of
registration as specified in its charter)
Nevada
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27-0099920
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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3355 Las Vegas Boulevard South | |
Las Vegas, Nevada
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89109
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(Address of principal executive offices) | (Zip Code) |
(702) 414-1000
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(Registrant's telephone number, including area code) |
Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [ ]Yes [X] No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of November 14, 2005
Class
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Outstanding at November 14, 2005
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Common Stock, $0.001 par value | 354,160,692 shares |
LAS VEGAS SANDS CORP. | ||||||||||||||
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Table of Contents | ||||||||||||||
Part I | ||||||||||||||
FINANCIAL INFORMATION | ||||||||||||||
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Item 1 | Financial Statments (unaudited) | |||||||||||||
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Consolidated Balance Sheets at September 30, 2005 and December 31, 2004 | 1 | |||||||||||||
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Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and September 30, 2004 | 2 | |||||||||||||
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Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2005 and September 30, 2004 | 4 | |||||||||||||
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Notes to Condensed Consolidated Financial Statements | 5 | |||||||||||||
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Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operation | 24 | ||||||||||||
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Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 43 | ||||||||||||
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Item 4 | Controls and Procedures | 44 | ||||||||||||
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Part II | ||||||||||||||
OTHER INFORMATION | ||||||||||||||
Item 1 | Legal Proceedings | 45 | ||||||||||||
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 45 | ||||||||||||
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Item 4 | Submission of Matters to a Vote of Security Holders | 46 | ||||||||||||
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Item 5 | Other Information | 47 | ||||||||||||
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Item 6 | Exhibits | 48 | ||||||||||||
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Signatures | 49 |
September 30,
2005 |
December 31,
2004 |
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ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 589,903 | $ | 1,294,898 | ||||
Restricted cash and cash equivalents | 20,229 | 20,528 | ||||||
Accounts receivable, net | 53,631 | 56,582 | ||||||
Inventories | 8,987 | 8,010 | ||||||
Deferred income taxes | 29,389 | 13,311 | ||||||
Prepaid expenses | 14,001 | 11,797 | ||||||
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Total current assets | 716,140 | 1,405,126 | ||||||
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Property and equipment, net | 2,337,737 | 1,756,090 | ||||||
Deferred offering costs, net | 33,007 | 52,375 | ||||||
Restricted cash and cash equivalents | 565,706 | 356,946 | ||||||
Deferred income taxes | 9,063 | 425 | ||||||
Other assets, net | 31,682 | 30,516 | ||||||
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$ | 3,693,335 | $ | 3,601,478 | |||||
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LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 28,657 | $ | 33,383 | ||||
Construction payables | 142,440 | 87,376 | ||||||
Construction payables-contested | 30,886 | 7,232 | ||||||
Accrued interest payable | 3,718 | 9,187 | ||||||
Other accrued liabilities | 212,376 | 170,518 | ||||||
Current maturities of long-term debt | 56,101 | 304,864 | ||||||
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Total current liabilities | 474,178 | 612,560 | ||||||
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Other long-term liabilities | 8,996 | 9,033 | ||||||
Deferred gain on sale of Grand Canal Shops | 68,995 | 71,593 | ||||||
Deferred rent from Grand Canal Shops transaction | 106,306 | 107,227 | ||||||
Long-term debt | 1,537,523 | 1,485,064 | ||||||
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2,195,998 | 2,285,477 | |||||||
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Stockholders' equity: | ||||||||
Common stock, $.001 par value, 1,000,000,000 | ||||||||
shares authorized, 354,168,780 and 354,160,692 | ||||||||
shares issued and outstanding | 354 | 354 | ||||||
Capital in excess of par value | 964,309 | 956,385 | ||||||
Deferred compensation | (225 | ) | | |||||
Retained earnings | 532,899 | 359,262 | ||||||
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1,497,337 | 1,316,001 | |||||||
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$ | 3,693,335 | $ | 3,601,478 | |||||
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The accompanying notes are an integral part of these consolidated financial statements.
1
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
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2005
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2004
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2005
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2004
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Revenues: | ||||||||||||||||||||
Casino | $ | 334,400 | $ | 240,189 | $ | 874,994 | $ | 468,786 | ||||||||||||
Rooms | 73,173 | 71,577 | 243,233 | 236,174 | ||||||||||||||||
Food and beverage | 28,796 | 26,863 | 106,983 | 92,544 | ||||||||||||||||
Retail and other | 22,406 | 20,865 | 75,214 | 94,354 | ||||||||||||||||
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458,775 | 359,494 | 1,300,424 | 891,858 | |||||||||||||||||
Less-promotional allowances | (21,153 | ) | (15,858 | ) | (60,187 | ) | (42,379 | ) | ||||||||||||
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Net revenues | 437,622 | 343,636 | 1,240,237 | 849,479 | ||||||||||||||||
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Operating expenses: | ||||||||||||||||||||
Casino | 177,900 | 115,668 | 456,399 | 214,204 | ||||||||||||||||
Rooms | 19,876 | 19,727 | 61,218 | 58,444 | ||||||||||||||||
Food and beverage | 16,707 | 15,804 | 55,551 | 48,635 | ||||||||||||||||
Retail and other | 13,780 | 15,382 | 41,879 | 46,657 | ||||||||||||||||
Provision for doubtful accounts | 2,863 | 2,869 | 7,031 | 9,561 | ||||||||||||||||
General and administrative | 49,390 | 45,040 | 143,377 | 121,788 | ||||||||||||||||
Corporate expense | 9,893 | 118,153 | 27,395 | 123,857 | ||||||||||||||||
Rental expense | 3,699 | 3,618 | 11,086 | 8,307 | ||||||||||||||||
Pre-opening expense | 860 | 838 | 1,364 | 17,183 | ||||||||||||||||
Development expense | 5,926 | 4,567 | 16,663 | 7,329 | ||||||||||||||||
Depreciation and amortization | 27,722 | 19,346 | 68,784 | 51,729 | ||||||||||||||||
Loss on disposal of assets | 522 | 30,635 | 1,527 | 30,635 | ||||||||||||||||
(Gain)/loss on sale of Grand Canal Shops | | 400 | | (417,822 | ) | |||||||||||||||
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329,138 | 392,047 | 892,274 | 320,507 | |||||||||||||||||
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Operating income (loss) | 108,484 | (48,411 | ) | 347,963 | 528,972 | |||||||||||||||
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Other income (expense): | ||||||||||||||||||||
Interest income | 8,637 | 2,184 | 23,164 | 3,278 | ||||||||||||||||
Interest expense, net of amounts capitalized | (30,597 | ) | (34,470 | ) | (75,649 | ) | (99,761 | ) | ||||||||||||
Other income (expense) | 145 | | (1,146 | ) | (9 | ) | ||||||||||||||
Loss on early retirement of debt | | (5,182 | ) | (137,000 | ) | (6,553 | ) | |||||||||||||
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Income (loss) before income taxes | 86,669 | (85,879 | ) | 157,332 | 425,927 | |||||||||||||||
(Provision) benefit for income taxes | (6,573 | ) | | 16,305 | | |||||||||||||||
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Net income (loss) | $ | 80,096 | $ | (85,879 | ) | $ | 173,637 | $ | 425,927 | |||||||||||
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Basic earnings (loss) per share | $ | 0.23 | $ | (0.26 | ) | $ | 0.49 | $ | 1.31 | |||||||||||
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Diluted earnings (loss) per share | $ | 0.23 | $ | (0.26 | ) | $ | 0.49 | $ | 1.31 | |||||||||||
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Dividends declared per share | $ | | $ | 0.05 | $ | | $ | 0.38 | ||||||||||||
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Weighted average shares outstanding: | ||||||||||||||||||||
Basic | 354,160,692 | 325,679,693 | 354,160,692 | 324,998,916 | ||||||||||||||||
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Diluted | 354,445,509 | 325,679,693 | 354,543,037 | 325,260,426 | ||||||||||||||||
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Pro forma data (reflecting change in tax status): | ||||||||||||||||||||
Net income (loss) before income taxes | $ | (85,879 | ) | $ | 425,927 | |||||||||||||||
(Provision) benefit for income taxes | 39,874 | (139,897 | ) | |||||||||||||||||
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Net income (loss) | $ | (46,005 | ) | $ | 286,030 | |||||||||||||||
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Pro forma net income per share of common | ||||||||||||||||||||
stock (reflecting change in tax status): | ||||||||||||||||||||
Basic | $ | (0.14 | ) | $ | 0.88 | |||||||||||||||
Diluted | $ | (0.14 | ) | $ | 0.88 |
The accompanying notes are an integral part of these consolidated financial statements.
2
Nine Months Ended
September 30, |
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2005
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2004
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Cash flows from operating activities: | |||||||||||
Net income | $ | 173,637 | $ | 425,927 | |||||||
Adjustments to reconcile net income to net cash | |||||||||||
provided by operating activities: | |||||||||||
Depreciation and amortization | 68,784 | 51,729 | |||||||||
Amortization of debt offering costs and | |||||||||||
original issue discount | 7,101 | 6,729 | |||||||||
Amortization of deferred revenue | (3,519 | ) | (1,384 | ) | |||||||
Deferred rent from Grand Canal Shops transaction | | 109,220 | |||||||||
Loss on early retirement of debt | 137,000 | 6,553 | |||||||||
Loss on disposal of assets | 1,527 | 30,635 | |||||||||
Stockbased compensation | 75 | 49,230 | |||||||||
Gain on sale of Grand Canal Shops | | (417,822 | ) | ||||||||
Provision for doubtful accounts | 7,031 | 9,561 | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (4,080 | ) | (7,124 | ) | |||||||
Inventories | (977 | ) | (290 | ) | |||||||
Prepaid expenses | (2,204 | ) | (8,699 | ) | |||||||
Deferred income taxes | (16,605 | ) | | ||||||||
Other assets | (1,166 | ) | (7,385 | ) | |||||||
Accounts payable | (4,726 | ) | 6,473 | ||||||||
Accrued interest payable | 3,446 | 25,736 | |||||||||
Other accrued liabilities | 62,873 | 20,077 | |||||||||
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Net cash provided by operating activities | 428,197 | 299,166 | |||||||||
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Cash flows from investing activities: | |||||||||||
Proceeds from sale of Grand Canal Shops, net of | |||||||||||
transaction costs | | 649,568 | |||||||||
Change in restricted cash and cash equivalents | (208,461 | ) | (233,091 | ) | |||||||
Decrease in receivables from stockholders | | 205 | |||||||||
Capital expenditures | (582,155 | ) | (326,988 | ) | |||||||
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Net cash provided by (used in) investing activities | (790,616 | ) | 89,694 | ||||||||
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Cash flows from financing activities: | |||||||||||
Dividends paid to shareholders | (21,052 | ) | (125,027 | ) | |||||||
Exercise of stock options | | 8,639 | |||||||||
Contributions from shareholders | | 420 | |||||||||
Repayments on 11% mortgage notes | (843,640 | ) | (6,360 | ) | |||||||
Proceeds from 6.375% senior notes, net of discount | 247,722 | | |||||||||
Repayments on secured mall facility | | (120,000 | ) | ||||||||
Repayments on senior secured credit facility-term A-prior | | (48,333 | ) | ||||||||
Repayments on senior secured credit facility-term B-prior | | (246,250 | ) | ||||||||
Proceeds from senior secured credit facility-term B | 305,000 | 665,000 | |||||||||
Proceeds from senior secured credit facility-term B delayed | 200,000 | | |||||||||
Proceeds from phase II mall construction loan | 19,500 | | |||||||||
Repayments on Venetian Macao senior secured notes-tranche A | (75,000 | ) | | ||||||||
Repayments on Venetian Macao senior secured notes-tranche B | (45,000 | ) | | ||||||||
Proceeds from Macao revolver | | 10,000 | |||||||||
Repayments on Macao revolver | | (10,000 | ) | ||||||||
Proceeds from Venetian Intermediate credit facility | | 10,000 | |||||||||
Repayments on FF&E credit facility | (1,800 | ) | (1,200 | ) | |||||||
Repayments on Interface Nevada note payable | | (127,512 | ) | ||||||||
Proceeds from Interface mortgage note payable | | 100,000 | |||||||||
Repayments on Interface mortgage note payable | (3,232 | ) | (296 | ) | |||||||
Repurchase premiums incurred in connection | |||||||||||
with refinancing transactions | (113,311 | ) | | ||||||||
Transaction costs, initial public offering | (487 | ) | | ||||||||
Payments of debt offering costs | (11,276 | ) | (28,536 | ) | |||||||
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Net cash provided by (used in) financing activities | (342,576 | ) | 80,545 | ||||||||
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Increase (decrease) in cash and cash equivalents | (704,995 | ) | 469,405 | ||||||||
Cash and cash equivalents at beginning of period | 1,294,898 | 152,793 | |||||||||
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Cash and cash equivalents at end of period | $ | 589,903 | $ | 622,198 | |||||||
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Supplemental disclosure of cash flow information: | |||||||||||
Cash payments for interest | $ | 80,635 | $ | 71,445 | |||||||
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Payment of dividends included in accrued liablities | $ | 21,052 | $ | | |||||||
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Property and equipment asset acquisitions included | |||||||||||
in construction accounts payable | $ | 157,179 | $ | 84,266 | |||||||
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Property and equipment acquisitions included in | |||||||||||
accounts payable | $ | | $ | 5,225 | |||||||
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Non-cash distribution to Principal Shareholder | $ | | $ | 2,329 | |||||||
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Deferred gain on sale of Grand Canal Shops | $ | | $ | 77,217 | |||||||
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Decrease in other assets related to Grand Canal Shops sale | $ | | $ | 13,569 | |||||||
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Non cash tax benefit from stock option exercises included | |||||||||||
in deferred income taxes | $ | 8,111 | $ | | |||||||
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The accompanying notes are an integral part of these consolidated financial statements.
3
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. and its subsidiaries (collectively, the Company) Company for the year ended December 31, 2004. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. 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.
Las Vegas Sands Corp. (LVSC) was incorporated in Nevada during August 2004 and completed an initial public offering of its common stock on December 20, 2004. Immediately prior to the initial public offering, LVSC acquired 100% of the capital stock of Las Vegas Sands, Inc. The acquisition of Las Vegas Sands, Inc. by LVSC has been accounted for as a reorganization of entities under common control, in a manner similar to pooling-of-interests. LVSC is traded on the NYSE under the symbol LVS. On July 28, 2005, Las Vegas Sands, Inc. was converted into a Nevada limited liability company and changed its name to Las Vegas Sands, LLC.
The Company owns and operates the Venetian Hotel Resort Casino (the Venetian Casino Resort), a Renaissance Venice-themed resort situated on the Las Vegas Strip (the Strip). The Venetian Casino Resort is located across from The Mirage and the Treasure Island Hotel and Casino. The Venetian Casino Resort includes the first all-suites hotel on the Strip with 4,027 suites (the Hotel); a gaming facility of approximately 116,000 square feet (the Casino); an enclosed retail, dining and entertainment complex of approximately 446,000 net leasable square feet (The Grand Canal Shops or the Mall), which was sold to a third party in 2004; a meeting and conference facility of approximately 650,000 square feet (the Congress Center); and an expo and convention center of approximately 1,150,000 square feet (the Sands Expo Center). The Company has begun design and construction work and has completed demolition and clearing on the site of the Palazzo Casino Resort (the Palazzo or the Palazzo Casino Resort), a second resort similar in size to the Venetian Casino Resort, which will be situated on a 14-acre site situated adjacent to the Venetian Casino Resort and the Sands Expo Center and across Sands Boulevard from the Wynn Las Vegas Resort. The Palazzo is expected to open during mid-2007. The Palazzo is expected to consist of an all-suite, 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 375,000 square feet, which we have already pre-sold to a third party (the Phase II Mall). In addition, the Palazzo will include approximately 450,000 square feet of additional conference and meeting space, 300,000 square feet of which is now available. The Palazzo Casino Resort project is expected to cost approximately $1.7 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million.
We also own and operate the Sands Macao, a Las Vegas-style casino in Macao, China. We opened the Sands Macao on May 18, 2004. In addition to the Sands Macao, we are also constructing the Venetian Macao Hotel Resort Casino (the Venetian Macao Resort), an all-suites hotel, casino, and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006, and invest, or cause to be invested, at least 4.4 billion Patacas (approximately $527.6 million at exchange rates in effect on September 30, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations but we will need an extension of the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. We have recently requested the extension from the Macao authorities. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession and our investment to date in construction of the Venetian Macao Resort could be lost. In addition, we broke ground in October 2005 on an expansion of the Sands Macao that will enhance the size and scope of the property and increase gaming capacity by more than 65.0%. Construction of the Venetian Macao is progressing according to plan and we have decided to build out all 3,000 rooms in the initial phase, instead of the previously announced 1,500 rooms. We also plan to build a 400 room luxury hotel under the Four Seasons brand, which will also include approximately 600 serviced apartment units and over 100,000 square feet of retail space. We are also master planning two additional 3,000 room hotels, to be built in multiple phases, with serviced apartments and a combined 450,000 square feet of retail space across the Cotai Strip from the Venetian Macao. We will own these properties and operate them under the Shangri-La and Traders brands as well as other internationally recognized third party hotel brands. We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip developments; however we will need to arrange additional debt financing to finance those costs as well.
The condensed consolidated financial statements include the accounts of LVSC and its subsidiaries (the Subsidiaries), including Las Vegas Sands, LLC, formerly known as Las Vegas Sands, Inc. (Las Vegas Sands Opco), Venetian Casino Resort, LLC (Venetian), Interface Group-Nevada, Inc. (Interface), Interface Employee Leasing, LLC, Mall Intermediate Holding Company, LLC (Mall Intermediate), Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc., Venetian Hotel Operations, LLC (Mall Construction), Las Vegas Sands (Wolverhampton) Limited, Las Vegas Sands (Stoke City) Limited, Las Vegas Sands (Sunderland City) Limited, Las Vegas Sands (Ibrox) Limited, Las Vegas Sands (Sheffield) Limited, Las Vegas Sands (Murrayfield) Limited, Las Vegas Sands (Reading) Limited, Las Vegas Sands (UK) Limited, Lido Intermediate Holding Company, LLC (Lido Intermediate), Lido Casino Resort Holding Company, LLC, Lido Casino Resort, LLC (the Phase II Subsidiary), Lido Casino Resort MM, Inc., Sands Pennsylvania, Inc., Phase II Mall Holding, LLC, Phase II Mall Subsidiary, LLC, Venetian Transport, LLC (Venetian Transport), Venetian Venture Development, LLC (Venetian Venture), Venetian Venture Development Intermediate Limited, Venetian Venture Development Intermediate I, Venetian Venture Development Intermediate II, Venetian Global Holdings Limited, Venetian Macao Finance Company, VI Limited, Venetian Macao Limited (Venetian Macao), Venetian Cotai Limited, Venetian Marketing, Inc. (Venetian Marketing), Venetian Far East Limited, Venetian Operating Company, LLC (Venetian Operating), Venetian Resort Development Limited, World Sourcing Services Limited, Sands Garden City Pte. Ltd., Silver State Marble, LLC, V-HK Services Limited, Venetian Zhuhai Development Limited, VI Limited and TK Las Vegas, LLC. Each of LVSC and the Subsidiaries is a separate legal entity and the assets of each such entity are intended to be available only to the creditors of such entity, except to the extent of guarantees on indebtedness. See Note 4 Long-Term Debt.
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after June 15, 2005. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on January 1, 2006 and we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation cost for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is to be rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future consolidated financial statements.
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, |
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2005
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2004
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2005
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2004
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Weighted-average common shares outstanding | |||||||||||||
(used in the calculation of basic | |||||||||||||
earnings (loss) per share) | 354,160,692 | 325,679,693 | 354,160,692 | 324,998,916 | |||||||||
Potential dilution from stock options and | |||||||||||||
restricted stock | 284,817 | | 382,345 | 261,510 | |||||||||
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|
|
|
||||||||||
Weighted-average common and common equivalent | |||||||||||||
shares (used in the calculations of | |||||||||||||
diluted earnings (loss) per share) | 354,445,509 | 325,679,693 | 354,543,037 | 325,260,426 | |||||||||
|
|
|
|
For the three and nine months ended September 30, 2005, outstanding options to purchase 147,820 and 22,820 shares of common stock, respectively, were not included in the calculation of diluted earnings per share because their effect was antidilutive. For the three months ended September 30, 2004, outstanding options to purchase 3,170,105 shares of common stock were not included in the calculation of diluted loss per share because their effect was antidilutive.
A summary of the status of the Companys stock option plan is presented below:
Nine Months Ended September 30, 2005
|
Shares
|
Weighted
Average Exercise Price |
||||||
---|---|---|---|---|---|---|---|---|
Outstanding at the beginning of period | 3,170,105 | $ | 21.67 | |||||
Granted | 147,820 | 38.72 | ||||||
Exercised | (984,322 | ) | 5.39 | |||||
Terminated | (126,000 | ) | 29.00 | |||||
|
|
|
|
|||||
Outstanding at end of period | 2,207,603 | 29.65 | ||||||
|
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|
|||||
Exercisable at end of period | | | ||||||
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|
|
The Company has elected to follow APB 25 and accounts for its stock-based compensation to employees using the intrinsic value method. Under this method, compensation expense is the difference between the market value of the Companys stock and the stock options exercise price at the measurement date. Under APB 25, if the exercise price of the stock options is equal to or greater than the market price of the underlying stock on the date of grant, no compensation expense is recognized.
Had the Company accounted for the plan under the fair value method allowed by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), the Companys net income (loss), and earnings (loss) per share would have been adjusted to the following pro forma amounts (in thousands, except per share data):
Three Months
Ended September 30, 2005 |
Three Months
Ended September 30, 2004 |
Nine Months
Ended September 30, 2005 |
Nine Months
Ended September 30, 2004 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net income (loss), as reported | $ | 80,096 | $ | (85,879 | ) | $ | 173,637 | $ | 425,927 | |||||
|
||||||||||||||
Add: Stock-based compensation expense | ||||||||||||||
using intrinsic value method | 75 | 49,230 | 75 | 49,230 | ||||||||||
Less: Total stock-based employee | ||||||||||||||
compensation expense determined under the | ||||||||||||||
minimum value method for all awards | | (57,310 | ) | | (57,310 | ) | ||||||||
Less: Stock-based employee | ||||||||||||||
compensation expense determined | ||||||||||||||
under the Black Scholes option- | ||||||||||||||
pricing model, net of tax | (944 | ) | | (2,568 | ) | | ||||||||
|
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Pro forma net income (loss) | $ | 79,227 | $ | (93,959 | ) | $ | 171,144 | $ | 417,847 | |||||
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|
|||||||
Basic earnings (loss) per share, as reported | $ | 0.23 | $ | (0.26 | ) | $ | 0.49 | $ | 1.31 | |||||
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|
|
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|
|||||||
Basic earnings (loss) per share, pro forma | $ | 0.22 | $ | (0.29 | ) | $ | 0.48 | $ | 1.29 | |||||
|
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|
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|||||||
Diluted earnings (loss) per share, as reported | $ | 0.23 | $ | (0.26 | ) | $ | 0.49 | $ | 1.31 | |||||
|
|
|
|
|
|
|
|
|||||||
Diluted earnings (loss) per share, pro forma | $ | 0.22 | $ | (0.29 | ) | $ | 0.48 | $ | 1.28 | |||||
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|
The estimated grant date fair value of options granted during the three and nine months ended September 30, 2005 were $14.48 and $15.25 per share, respectively, and were computed using the Black Scholes option-pricing model with the following weighted average assumptions: risk free interest rate of 3.95%; no expected dividend yields; expected volatility of 32.40% and expected life of 6 years.
Property and equipment consists of the following (in thousands):
September 30,
2005 |
December 31,
2004 |
|||||||
---|---|---|---|---|---|---|---|---|
Land and land improvements | $ | 201,260 | $ | 170,056 | ||||
Building and improvements | 1,331,991 | 1,239,291 | ||||||
Equipment, furniture, fixtures and leasehold improvements | 333,632 | 297,287 | ||||||
Construction in progress | 809,299 | 319,640 | ||||||
|
|
|
|
|||||
2,676,182 | 2,026,274 | |||||||
Less: accumulated depreciation and amortization | (338,445 | ) | (270,184 | ) | ||||
|
|
|
|
|||||
$ | 2,337,737 | $ | 1,756,090 | |||||
|
|
|
|
During the three and nine months ended September 30, 2005 and the three and nine months ended September 30, 2004, the Company capitalized interest expense of $6.4 million, $15.5 million, $0.4 million, and $2.7 million, respectively.
Long-term debt consists of the following (in thousands):
September 30,
2005 |
December 31,
2004 |
|||||||
---|---|---|---|---|---|---|---|---|
Indebtedness of the Company and its Subsidiaries | ||||||||
other than the Macao Subsidiaries: | ||||||||
|
||||||||
11% Mortgage Notes | $ | | $ | 843,640 | ||||
Senior Secured Credit Facility Term B | 970,000 | 665,000 | ||||||
Senior Secured Credit Facility Term B delayed | 200,000 | | ||||||
FF&E Credit Facility | 10,200 | 12,000 | ||||||
Interface Mortgage Loan | 96,056 | 99,288 | ||||||
6.375% Senior Notes (net of original issue discount of $2,132) | 247,868 | | ||||||
Phase II Mall Construction Loan | 19,500 | | ||||||
|
||||||||
Indebtedness of the Macao Subsidiaries: | ||||||||
|
||||||||
Venetian Macao Senior Secured Notes Tranche A | | 75,000 | ||||||
Venetian Macao Senior Secured Notes Tranche B | | 45,000 | ||||||
Venetian Intermediate Credit Facility | 50,000 | 50,000 | ||||||
|
|
|
|
|||||
1,593,624 | 1,789,928 | |||||||
Less: current maturities | (56,101 | ) | (304,864 | ) | ||||
|
|
|
|
|||||
Total long-term debt | $ | 1,537,523 | $ | 1,485,064 | ||||
|
|
|
|
On June 4, 2002, the Company issued $850.0 million in aggregate principal amount of 11.0% mortgage notes due 2010 (the 11% Mortgage Notes) and on August 20, 2004, Las Vegas Sands Opco and Venetian entered into a $1.0 billion Senior Secured Credit Facility (the Prior Senior Secured Credit Facility).
On February 1, 2005, the Company completed the exercise of an equity claw back under the 11% Mortgage Notes indenture pursuant to which the Company retired $291.1 million of the 11% Mortgage Notes and paid $32.0 million of redemption premiums with the proceeds from its initial public offering.
On February 10, 2005, the Company sold in a private placement transaction $250.0 million in aggregate principal amount of its 6.375% Senior Notes due 2015 (the Senior Notes) with an original issue discount of $2.3 million. Net proceeds after offering costs and original issue discount were $244.8 million. The Company, the subsidiary guarantors (including Las Vegas Sands Opco and Venetian) and the initial purchasers of the Senior Notes also entered into a registration rights agreement. Under the registration rights agreement, the Company and each subsidiary guarantor granted certain exchange and registration rights to the holders of the Senior Notes. On July 21, 2005, the Company completed an exchange offer to exchange the 6.375% Senior Notes for a new series of 6.375% Senior Notes with substantially the same terms that were registered under the Securities Act of 1933.
On February 22, 2005, Las Vegas Sands Opco and Venetian entered into the Senior Secured Credit Facility (the Senior Secured Credit Facility), which amended and restated their $1.0 billion Prior Senior Secured Credit Facility. The Senior Secured Credit Facility consists of a $970.0 million funded term loan (the Term B Facility), a $200.0 million Term B Delayed Draw Facility that was fully drawn in August 2005 and a $450.0 million revolving credit facility (the Revolving Facility). As of September 30, 2005, no amounts have been drawn under the Revolving Facility. Las Vegas Sands Opco has guaranteed borrowings under a $50.0 million credit facility of its wholly owned subsidiary, Venetian Intermediate, to fund construction and development costs of the Macao Casino. These guarantees are supported by $50.0 million of letters of credit that were issued under the Revolving Facility. As a result of the issuance of these letters of credit, the amount available for working capital loans under the Revolving Facility is $400.0 million as of September 30, 2005.
On February 22, 2005, Las Vegas Sands Opco and Venetian repurchased $542.3 million in aggregate principal amount of their 11% Mortgage Notes pursuant to a tender offer plus a make-whole premium and accrued interest of $90.3 million, with proceeds from the Senior Notes offering, initial public offering, cash on hand and proceeds from the Senior Secured Credit Facility. On March 24, 2005, Las Vegas Sands Opco and Venetian redeemed the remaining $10.2 million aggregate principal amount of the outstanding 11% Mortgage Notes plus a make-whole premium and accrued interest of $1.7 million with cash on hand.
On May 23, 2005, the Company utilized existing cash to retire the $120.0 million Venetian Macao Senior Secured Notes. The Company incurred a charge of $4.2 million for loss on early retirement of indebtedness during the second quarter of 2005 as a result of retiring the Venetian Macao Senior Secured Notes.
The indebtedness under the Senior Secured Credit Facility is guaranteed by certain of the Companys domestic subsidiaries (the Guarantors). The obligations under the Senior Secured Credit Facility and the guarantees of the Guarantors are secured by a first-priority security interest in substantially all of the Companys and Guarantors assets, other than capital stock. Borrowings under the term loan facilities and revolving loan facilities bear interest, at the Companys option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a spread of 1.75% or 0.75%, respectively, which spreads will decrease by 0.25% if the loans achieve a rating of Ba2 or higher by Moodys and BB or higher by S&P subject to certain additional conditions. The Senior Secured Credit Facility contains certain covenants and events of default customary for such financings. The average interest rate for the Senior Secured Credit Facility was 5.0% during the nine months ended September 30, 2005.
The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.
The construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. (Bovis) pursuant to a construction management agreement, as amended. Bovis obligations were guaranteed by its corporate parent companies. In 1999, Venetian Casino Resort, LLC filed a complaint against Bovis in the United States District Court for the District of Nevada relating to the construction of the Venetian Casino Resort. In response, Bovis filed a complaint against Venetian Casino Resort, LLC in the District Court of Clark County, Nevada (the State Court Action). Commencing in 2000, the construction manager and we engaged in certain arbitration proceedings ordered by the federal court. Pursuant to agreement between the parties, certain claims brought by Bovis relating to infrastructure for the Palazzo, which is currently under construction (the Lido Claims), were severed from the State Court Action and were scheduled for trial in January 2006. As noted below, the Lido Claims have been fully resolved.
In connection with these disputes, Bovis and its subcontractors filed certain mechanics liens against the Venetian Casino Resort. We have purchased surety bonds for virtually all of the claims underlying these liens. As a result, there can be no foreclosure of the Venetian Casino Resort in connection with the claims of the construction manager and its subcontractors. However, we will be required to pay or immediately reimburse the bonding company if and to the extent that the underlying claims are judicially determined to be valid. It is likely to take a significant amount of time for their validity to be judicially determined.
We have purchased an insurance policy for loss coverage in connection with all litigation relating to the construction of the Venetian Casino Resort (the Insurance Policy). Under the Insurance Policy, we will self-insure the first $45.0 million of covered losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to the next $80.0 million. Approximately $29.0 million of the $80.0 million of policy limits has been utilized to date in connection with the litigation, primarily for defense costs. The Insurance Policy provides coverage (subject to certain exceptions) for amounts determined in the construction litigation to be owed to Bovis, and lien claims of, or acquired by, Bovis as well as any defense costs. The principal exclusions from coverage are lien claims of Bovis subcontractors directly against us (Direct Claims) and Lido Claims. However, up to $36.5 million in Direct Claims and $8.5 million in Lido Claims can be applied to satisfaction of the $45.0 million self-insured retention under the Insurance Policy. Payments we made in connection with the resolution of the Lido Claims satisfied $8.5 million of our self-insured retention. Payments we have made in connection with the resolution of certain Direct Claims have satisfied an additional $5.6 million of our self-insured retention. Our remaining self-insured retention is $30.9 million.
After trial in the State Court Action, the jury awarded Bovis approximately $44.0 million in damages and awarded us approximately $2.0 million in damages. We have filed a notice of appeal to the Nevada Supreme Court.
Notwithstanding the entry of judgment in the State Court Action, we have continued to pursue certain claims in the federal court ordered arbitration proceedings, which we believe may provide a basis for reducing the amount awarded to Bovis in the State Court Action. The complexities of the matter include the magnitude of the remaining open items in the federal arbitration proceedings, which we believe must be considered in any ultimate award between the parties, the magnitude of the Direct Claims, the payment of which we contend should reduce the amount awarded to Bovis in the State Court Action, and the issues raised on appeal. However, following a periodic review of the matter and based upon recent activities in relation to the matter, we estimate that our range of loss in this matter as of the end of the third quarter 2005 is from $30.9 million to approximately $103.9 million, before the benefit of the approximately $51.0 million of the remaining policy limits under the Insurance Policy. The Insurance Policy is available for claims in excess of $30.9 million, subject to certain exceptions and policy limits.
We have recorded a $23.7 million accrual in the third quarter 2005 financial statements which, when added to the prior existing $7.2 million accrual for unpaid construction costs which have not yet been paid pending outcome of the litigation, equals the $30.9 million balance of our self-insured retention under the Insurance Policy.
During the third quarter 2005, we resolved three related litigation matters consisting of the Lido Claims and two Direct Claims. The Company paid $13.5 million to resolve the Lido Claims and $5.6 million to resolve the two Direct Claims.
In connection with the aforementioned aggregate $30.9 million accruals and the $18.1 million aggregate settlement payments, the Company has capitalized $30.1 million of these amounts as building related construction costs and treated $12.7 million of these amounts as interest expense. In addition, the Company recorded $5.3 million of depreciation expense during the quarter associated with the additional capitalized building related construction costs.
The low end of the range assumes that we pay the remaining balance of the self-insured retention under the Insurance Policy and that we incur no liability in excess of that self-insured retention plus the remaining policy limits under the Insurance Policy.
The high end of the range assumes that (i) we lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and that are not already included in the State Court Action; and (ii) we are not permitted to offset against the State Court Action award amounts we pay for Direct Claims consisting of interest and attorneys fees, but we are permitted to offset the remaining amounts of the Direct Claims. Substantially all of our attorneys fees and costs related to the defense and prosecution of claims arising out of this matter are being paid by the Insurance Policy.
There are three ways the state court judgment may change before it can be executed on by Bovis. First, if we are successful in proving our remaining claims in the federal court ordered arbitrations, the arbitration credit awards, in total, could, in our opinion, offset up to $27.0 million of the verdict. Second, we believe that certain elements of the verdict should be preempted because they are duplicative of items ordered to arbitration by federal court before the state court jury trial began. It is our position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 2004 hearing, the state court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations. Third, any amounts of principal and interest which we are obligated to pay to Bovis sub-contractors as a result of the Direct Claims for which we do not receive indemnity from Bovis should, in our opinion, be offset against principal and interest awarded in the state court judgment.
From the summer of 2000 to the present, we actively defended approximately 25 Direct Claims lawsuits in Nevada State Court brought by various Bovis sub-contractors, which brought claims directly against us for monies due the sub-contractors from Bovis as permitted by Nevada lien law, pre- and post-judgment interest on such amounts and related claims. A number of Direct Claim trials ended in judgments in favor of the sub-contractors in the aggregate amounts of approximately $29.0 million including awarded interest, costs and attorneys fees. This amount also includes a stipulated judgment amount for a portion of a claim brought by a sub-contractor, the remaining portions of which claim are still to be tried. We are appealing all of these judgments (except the stipulated judgment). We cannot predict the outcomes of our appeals at this time. Our costs of appeal are being paid by the Insurance Policy and payments, if any, we make following the conclusion of the appeals will be credited toward our self-insured retention under the Insurance Policy, along with other payments relating to Direct Claims, up to an aggregate of $36.5 million ($5.6 million of which has already been credited).
The following disclosure summarizes our previous disclosure regarding this matter and discusses recent developments since the filing of our Annual Report on Form 10-K for the year ended December 31, 2004.
In October 15, 2004, Richard Suen and Round Square Company Limited filed an action against LVSC, Las Vegas Sands Opco, Sheldon Adelson, and William Weidner in the District Court of Clark County, Nevada, asserting a breach of an alleged agreement to pay a success fee of $5.0 million and 2.0% of the net profit from the Companys Macao resort operations to the plaintiffs as well as other related claims. We intend to defend this matter vigorously. In March 2005, LVSC was dismissed as a party without prejudice based on a stipulation to do so between the parties. On May 17, 2005, the plaintiffs filed an amended complaint. The defendants responded with a motion to dismiss for failure to state a claim upon which relief can be granted. On August 23, 2005, the court postponed ruling on the motion to dismiss and allowed for limited discovery in order to address defendants assertion that plaintiffs cannot plead fraud with sufficient particularity. A hearing on the motion to dismiss has been scheduled for January 9, 2006. Other than the motion to dismiss, there is currently no pending activity in the matter. This action is in a preliminary stage and the Companys legal counsel is currently not able to determine the probability of the outcome of this action.
Two shareholder derivative complaints, brought by plaintiffs Lily Walker and James Roberts, Jr., were filed in the District Court, Clark County, Nevada in August 2005 against Las Vegas Sands Corp. (as a nominal defendant) and several of its officers and directors, including Sheldon G. Adelson, Irwin Chafetz, Charles D. Forman, Robert G. Goldstein, Michael A. Leven, James J. Purcell, Irwin A. Siegel, Bradley H. Stone, and William P. Weidner. The two actions were consolidated under the lead case, and are now captioned In re Las Vegas Sands Corp. Shareholder Litigation Case No . A507820. The consolidated complaint alleges breach of fiduciary duty and unjust enrichment causes of action, including that the compensation paid to certain of the Companys officers pursuant to their employment and other agreements was excessive, and that the approval of this compensation by certain directors was improper. The individual defendants filed a motion to dismiss the allegations of the consolidated complaint for failure to state a claim in October 2005, to which the Company filed a joinder. The Company expects the pending motion to be heard and decided in December 2005 at the earliest. This action is in a preliminary stage and the Companys legal counsel is currently not able to determine the probability of the outcome of this action.
The Company is involved in other litigation 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 Companys financial position, results of operations or cash flows.
The Company reviews the results of operations based on the following distinct segments, which are the Venetian Casino Resort on the Las Vegas Strip, the Sands Expo Center in Las Vegas, and the Sands Macao in Macao. The Companys segments are based on geographic locations (Las Vegas and Macao) or on the type of business (casino resort or convention operations). The Companys segment information is as follows for the three and nine months ended September 30, 2005 and 2004 (in thousands):
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2005
|
2004
|
2005
|
2004
|
|||||||||||||||||
Net Revenues | ||||||||||||||||||||
Venetian Casino Resort | $ | 182,594 | $ | 167,329 | $ | 572,859 | $ | 576,125 | ||||||||||||
Sands Expo Center | 10,493 | 10,657 | 42,714 | 47,617 | ||||||||||||||||
Sands Macao Casino | 244,535 | 165,650 | 624,664 | 225,737 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues | $ | 437,622 | $ | 343,636 | 1,240,237 | $ | 849,479 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
||||||||||||||||||||
Adjusted EBITDA (1) | ||||||||||||||||||||
Venetian Casino Resort | $ | 61,270 | $ | 56,645 | $ | 211,627 | $ | 237,903 | ||||||||||||
Sands Expo Center | 2,226 | (110 | ) | 13,716 | 12,076 | |||||||||||||||
Sands Macao Casino | 89,911 | 68,993 | 238,353 | 91,904 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total segment adjusted EBITDA | 153,407 | 125,528 | 463,696 | 341,883 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
||||||||||||||||||||
Other Operating Costs and Expenses | ||||||||||||||||||||
Corporate expense | (9,893 | ) | (118,153 | ) | (27,395 | ) | (123,857 | ) | ||||||||||||
Depreciation and amortization | (27,722 | ) | (19,346 | ) | (68,784 | ) | (51,729 | ) | ||||||||||||
Loss on disposal of assets | (522 | ) | (30,635 | ) | (1,527 | ) | (30,635 | ) | ||||||||||||
Pre-opening expense | (860 | ) | (838 | ) | (1,364 | ) | (17,183 | ) | ||||||||||||
Development expense | (5,926 | ) | (4,567 | ) | (16,663 | ) | (7,329 | ) | ||||||||||||
Gain (loss) on sale of Grand Canal Shops | | (400 | ) | | 417,822 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating income (loss) | 108,484 | (48,411 | ) | 347,963 | 528,972 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
||||||||||||||||||||
Other Non-operating Costs and Expenses | ||||||||||||||||||||
Interest expense, net of amounts capitalized | (30,597 | ) | (34,470 | ) | (75,649 | ) | (99,761 | ) | ||||||||||||
Interest income | 8,637 | 2,184 | 23,164 | 3,278 | ||||||||||||||||
Other income (expenses) | 145 | | (1,146 | ) | (9 | ) | ||||||||||||||
Loss on early retirement of debt | | (5,182 | ) | (137,000 | ) | (6,553 | ) | |||||||||||||
Benefit (provision) for income taxes | (6,573 | ) | | 16,305 | | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) | $ | 80,096 | $ | (85,879 | ) | $ | 173,637 | $ | 425,927 | |||||||||||
|
|
|
|
|
|
|
|
(1) | Adjusted EBITDA is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expense, development expense, other income or expense, gain (loss) on the sale of Grand Canal Shops, loss on disposal of assets, loss on early retirement of debt and corporate expense. Adjusted EBITDA is used by management as the primary measure of operating performance of its properties and to compare the operating performance of its properties with those of its competitors. |
Nine Months Ended September 30,
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2005
|
2004
|
||||||||||
Capital Expenditures | |||||||||||
Venetian Casino Resort | $ | 91,977 | $ | 74,968 | |||||||
Expo Center | 448 | 796 | |||||||||
Macao Projects | 231,135 | 171,613 | |||||||||
Palazzo | 258,595 | 79,611 | |||||||||
|
|
|
|
||||||||
Total capital expenditures | $ | 582,155 | $ | 326,988 | |||||||
|
|
|
|
September 30,
2005 |
December 31,
2004 |
|||||||
---|---|---|---|---|---|---|---|---|
Total Assets | ||||||||
Las Vegas Sands Corp. | $ | 363,729 | $ | 744,927 | ||||
Venetian Casino Resort | 2,025,245 | 2,065,307 | ||||||
Expo Center | 75,830 | 76,278 | ||||||
Macao Projects | 709,573 | 455,249 | ||||||
Palazzo | 518,958 | 259,717 | ||||||
|
|
|
|
|||||
Total consolidated assets | $ | 3,693,335 | $ | 3,601,478 | ||||
|
|
|
|
LVSC is the obligor of the Senior Notes. Las Vegas Sands Opco, Venetian, Mall Intermediate, Lido Intermediate, Venetian Venture, Venetian Transport, Venetian Marketing, Venetian Operating and Phase II Subsidiary (collectively, the Guarantor Subsidiaries) have jointly and severally guaranteed the Senior Notes on a full and unconditional basis.
Separate financial statements and other disclosures concerning each of Las Vegas Sands Opco, Venetian and the Guarantor Subsidiaries are not presented below because management believes that they are not material to investors. The following information represents the summarized financial information of Las Vegas Sands Corp., the Guarantor Subsidiaries of the Senior Notes, and the non-guarantor subsidiaries on a combined basis as of December 31, 2004 and September 30, 2005, and for the three and nine months ended September 30, 2005 and 2004.
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash and cash equivalents | $ | 300,881 | $ | 134,099 | $ | 154,923 | $ | | $ | 589,903 | |||||||
Restricted cash and cash equivalents | | 1,208 | 19,021 | | 20,229 | ||||||||||||
Intercompany receivable | 5,033 | | 3,891 | (8,924 | ) | | |||||||||||
Accounts receivable, net | 116 | 50,599 | 2,916 | | 53,631 | ||||||||||||
Notes receivable | 70,952 | | | (70,952 | ) | | |||||||||||
Inventories | | 7,578 | 1,409 | | 8,987 | ||||||||||||
Deferred income taxes | 19,348 | 10,896 | (855 | ) | | 29,389 | |||||||||||
Prepaid expenses | 829 | 5,219 | 7,953 | | 14,001 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total current assets | 397,159 | 209,599 | 189,258 | (79,876 | ) | 716,140 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Property and equipment, net | 38,483 | 1,654,733 | 644,521 | | 2,337,737 | ||||||||||||
Investment in subsidiaries | 1,313,793 | 385,707 | | (1,699,500 | ) | | |||||||||||
Deferred offering costs, net | 1,358 | 27,718 | 3,931 | | 33,007 | ||||||||||||
Restricted cash and cash equivalents | | 565,706 | | | 565,706 | ||||||||||||
Deferred income taxes | 2,635 | 4,763 | 1,665 | | 9,063 | ||||||||||||
Other assets, net | 79 | 24,311 | 7,292 | | 31,682 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
$ | 1,753,507 | $ | 2,872,537 | $ | 846,667 | $ | (1,779,376 | ) | $ | 3,693,335 | |||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Accounts payable | $ | 42 | $ | 16,399 | $ | 12,216 | $ | | $ | 28,657 | |||||||
Construction payables | | 45,063 | 97,377 | | 142,440 | ||||||||||||
Construction payables-contested | | 30,886 | | | 30,886 | ||||||||||||
Intercompany payables | | 3,491 | 5,433 | (8,924 | ) | | |||||||||||
Accrued interest payable | 1,992 | 1,234 | 492 | | 3,718 | ||||||||||||
Other accrued liabilities | 5,968 | 100,807 | 105,601 | | 212,376 | ||||||||||||
Notes payable | | | 70,952 | (70,952 | ) | | |||||||||||
Current maturities of long-term debt | | 1,800 | 54,301 | | 56,101 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total current liabilities | 8,002 | 199,680 | 346,372 | (79,876 | ) | 474,178 | |||||||||||
|
|||||||||||||||||
Other long-term liabilities | 300 | 180,664 | 3,333 | | 184,297 | ||||||||||||
Long-term debt | 247,868 | 1,178,400 | 111,255 | | 1,537,523 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
256,170 | 1,558,744 | 460,960 | (79,876 | ) | 2,195,998 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' equity | 1,497,337 | 1,313,793 | 385,707 | (1,699,500 | ) | 1,497,337 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
$ | 1,753,507 | $ | 2,872,537 | $ | 846,667 | $ | (1,779,376 | ) | $ | 3,693,335 | |||||||
|
|
|
|
|
|
|
|
|
|
16
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash and cash equivalents | $ | 744,927 | $ | 388,338 | $ | 161,633 | $ | | $ | 1,294,898 | |||||||
Restricted cash and cash equivalents | | 1,193 | 19,335 | | 20,528 | ||||||||||||
Intercompany receivable | | 39,268 | 4,801 | (44,069 | ) | | |||||||||||
Accounts receivable, net | | 54,887 | 1,695 | | 56,582 | ||||||||||||
Inventories | | 6,945 | 1,065 | | 8,010 | ||||||||||||
Deferred income taxes | | 13,000 | 311 | | 13,311 | ||||||||||||
Prepaid expenses | | 7,510 | 4,287 | | 11,797 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total current assets | 744,927 | 511,141 | 193,127 | (44,069 | ) | 1,405,126 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Property and equipment, net | | 1,361,749 | 394,341 | | 1,756,090 | ||||||||||||
Investment in subsidiaries | 576,293 | 425,784 | | (1,002,077 | ) | | |||||||||||
Deferred offering costs, net | | 41,609 | 10,766 | | 52,375 | ||||||||||||
Restricted cash and cash equivalents | | 356,946 | | | 356,946 | ||||||||||||
Redeemable Preferred Interest in Venetian | | | 255,154 | (255,154 | ) | | |||||||||||
Deferred income taxes | | (31 | ) | 456 | | 425 | |||||||||||
Other assets, net | | 23,829 | 6,687 | | 30,516 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
$ | 1,321,220 | $ | 2,721,027 | $ | 860,531 | $ | (1,301,300 | ) | $ | 3,601,478 | |||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Accounts payable | $ | | $ | 21,495 | $ | 11,888 | $ | | $ | 33,383 | |||||||
Construction payables | | 37,431 | 49,945 | | 87,376 | ||||||||||||
Construction payables-contested | | 7,232 | | | 7,232 | ||||||||||||
Intercompany payables | 5,219 | | 38,850 | (44,069 | ) | | |||||||||||
Accrued interest payable | | 8,087 | 1,100 | | 9,187 | ||||||||||||
Other accrued liabilities | | 109,859 | 60,659 | | 170,518 | ||||||||||||
Current maturities of long-term debt | | 292,940 | 11,924 | | 304,864 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total current liabilities | 5,219 | 477,044 | 174,366 | (44,069 | ) | 612,560 | |||||||||||
|
|||||||||||||||||
Other long-term liabilities | | 184,836 | 3,017 | | 187,853 | ||||||||||||
Redeemable Preferred Interest in Venetian | |||||||||||||||||
Casino Resort, LLC a wholly owned subsidiary | | 255,154 | | (255,154 | ) | | |||||||||||
Long-term debt | | 1,227,700 | 257,364 | | 1,485,064 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
5,219 | 2,144,734 | 434,747 | (299,223 | ) | 2,285,477 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' equity | 1,316,001 | 576,293 | 425,784 | (1,002,077 | ) | 1,316,001 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
$ | 1,321,220 | $ | 2,721,027 | $ | 860,531 | $ | (1,301,300 | ) | $ | 3,601,478 | |||||||
|
|
|
|
|
|
|
|
|
|
17
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues: | |||||||||||||||||
Casino | $ | | $ | 94,320 | $ | 240,080 | $ | | $ | 334,400 | |||||||
Rooms | | 71,760 | 1,413 | | 73,173 | ||||||||||||
Food and beverage | | 21,353 | 7,792 | (349 | ) | 28,796 | |||||||||||
Retail and other | 5,637 | 9,962 | 11,720 | (4,913 | ) | 22,406 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues | 5,637 | 197,395 | 261,005 | (5,262 | ) | 458,775 | |||||||||||
Less promotional allowances | (55 | ) | (14,396 | ) | (6,702 | ) | | (21,153 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues | 5,582 | 182,999 | 254,303 | (5,262 | ) | 437,622 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Operating expenses: | |||||||||||||||||
Casino | | 41,952 | 135,948 | | 177,900 | ||||||||||||
Rooms | | 19,861 | 15 | | 19,876 | ||||||||||||
Food and beverage | | 13,188 | 3,678 | (159 | ) | 16,707 | |||||||||||
Retail and other | | 7,763 | 6,367 | (350 | ) | 13,780 | |||||||||||
Provision for doubtful accounts | | 2,529 | 334 | | 2,863 | ||||||||||||
General and administrative | | 37,443 | 16,601 | (4,654 | ) | 49,390 | |||||||||||
Corporate expense | 10,013 | | (21 | ) | (99 | ) | 9,893 | ||||||||||
Rental expense | | 3,309 | 390 | | 3,699 | ||||||||||||
Pre-opening expense | | | 860 | | 860 | ||||||||||||
Development expense | 173 | (937 | ) | 6,690 | | 5,926 | |||||||||||
Depreciation and amortization | 1,524 | 19,977 | 6,221 | | 27,722 | ||||||||||||
Loss on disposal of assets | | 161 | 361 | | 522 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
11,710 | 145,246 | 177,444 | (5,262 | ) | 329,138 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) | (6,128 | ) | 37,753 | 76,859 | | 108,484 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Other income (expense): | |||||||||||||||||
Interest income | 3,188 | 5,216 | 2,772 | (2,539 | ) | 8,637 | |||||||||||
Interest expense, net of amounts capitalized | (1,726 | ) | (25,151 | ) | (6,259 | ) | 2,539 | (30,597 | ) | ||||||||
Other income (expense) | | 218 | (73 | ) | | 145 | |||||||||||
Gain from equity investment in subsidiaries | 82,430 | 74,908 | | (157,338 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Income before income taxes | 77,764 | 92,944 | 73,299 | (157,338 | ) | 86,669 | |||||||||||
|
|||||||||||||||||
Income tax benefit (provision) | 2,332 | (10,514 | ) | 1,609 | | (6,573 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Net income | $ | 80,096 | $ | 82,430 | $ | 74,908 | $ | (157,338 | ) | $ | 80,096 | ||||||
|
|
|
|
|
|
|
|
|
|
18
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues: | |||||||||||||||||
Casino | $ | | $ | 77,679 | $ | 162,510 | $ | | $ | 240,189 | |||||||
Rooms | | 71,541 | 36 | | 71,577 | ||||||||||||
Food and beverage | | 21,192 | 5,979 | (308 | ) | 26,863 | |||||||||||
Retail and other | | 10,077 | 11,204 | (416 | ) | 20,865 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues | | 180,489 | 179,729 | (724 | ) | 359,494 | |||||||||||
Less promotional allowances | | (12,436 | ) | (3,422 | ) | | (15,858 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues | | 168,053 | 176,307 | (724 | ) | 343,636 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses: | |||||||||||||||||
Casino | | 35,664 | 80,020 | (16 | ) | 115,668 | |||||||||||
Rooms | | 19,688 | 39 | | 19,727 | ||||||||||||
Food and beverage | | 12,545 | 3,595 | (336 | ) | 15,804 | |||||||||||
Retail and other | | 7,079 | 8,608 | (305 | ) | 15,382 | |||||||||||
Provision for doubtful accounts | | 2,869 | | | 2,869 | ||||||||||||
General and administrative | | 30,668 | 14,372 | | 45,040 | ||||||||||||
Corporate expense | | 54,728 | 63,492 | (67 | ) | 118,153 | |||||||||||
Rental expense | | 2,828 | 790 | | 3,618 | ||||||||||||
Pre-opening expense | | 29 | 809 | | 838 | ||||||||||||
Development expense | | | 4,567 | | 4,567 | ||||||||||||
Depreciation and amortization | | 13,736 | 5,610 | | 19,346 | ||||||||||||
Loss on disposal of assets | | 30,635 | | | 30,635 | ||||||||||||
Gain on sale of Grand Canal Shops | | 400 | | | 400 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
| 210,869 | 181,902 | (724 | ) | 392,047 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income | | (42,816 | ) | (5,595 | ) | | (48,411 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense): | |||||||||||||||||
Interest income | | 2,254 | 1,169 | (1,239 | ) | 2,184 | |||||||||||
Interest expense, net of amounts capitalized | | (30,688 | ) | (5,021 | ) | 1,239 | (34,470 | ) | |||||||||
Loss on early retirement of debt | | (5,182 | ) | | | (5,182 | ) | ||||||||||
Preferred return on Redeemable Preferred | |||||||||||||||||
Interest in Venetian Casino Resort, LLC | | (2,526 | ) | 2,526 | | | |||||||||||
Gain from equity investment in subsidiaries | (85,879 | ) | (6,921 | ) | | 92,800 | | ||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income | $ | (85,879 | ) | $ | (85,879 | ) | $ | (6,921 | ) | $ | 92,800 | $ | (85,879 | ) | |||
|
|
|
|
|
|
|
|
|
|
19
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues: | |||||||||||||||||
Casino | $ | | $ | 262,787 | $ | 612,207 | $ | | $ | 874,994 | |||||||
Rooms | | 240,170 | 3,063 | | 243,233 | ||||||||||||
Food and beverage | | 86,128 | 22,882 | (2,027 | ) | 106,983 | |||||||||||
Retail and other | 12,278 | 27,974 | 48,409 | (13,447 | ) | 75,214 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues | 12,278 | 617,059 | 686,561 | (15,474 | ) | 1,300,424 | |||||||||||
Less promotional allowances | (566 | ) | (41,643 | ) | (17,978 | ) | | (60,187 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues | 11,712 | 575,416 | 668,583 | (15,474 | ) | 1,240,237 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Operating expenses: | |||||||||||||||||
Casino | | 121,572 | 334,827 | | 456,399 | ||||||||||||
Rooms | | 61,046 | 172 | | 61,218 | ||||||||||||
Food and beverage | | 44,993 | 10,813 | (255 | ) | 55,551 | |||||||||||
Retail and other | | 21,492 | 23,012 | (2,625 | ) | 41,879 | |||||||||||
Provision for doubtful accounts | | 6,574 | 457 | | 7,031 | ||||||||||||
General and administrative | | 108,766 | 47,106 | (12,495 | ) | 143,377 | |||||||||||
Corporate expense | 27,424 | | 70 | (99 | ) | 27,395 | |||||||||||
Rental expense | | 9,916 | 1,170 | | 11,086 | ||||||||||||
Pre-opening expense | | 504 | 860 | | 1,364 | ||||||||||||
Development expense | 320 | 3,153 | 13,190 | | 16,663 | ||||||||||||
Depreciation and amortization | 1,524 | 46,767 | 20,493 | | 68,784 | ||||||||||||
Loss on disposal of assets | | 1,159 | 368 | | 1,527 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
29,268 | 425,942 | 452,538 | (15,474 | ) | 892,274 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) | (17,556 | ) | 149,474 | 216,045 | | 347,963 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense): | |||||||||||||||||
Interest income | 8,777 | 13,689 | 6,822 | (6,124 | ) | 23,164 | |||||||||||
Interest expense, net of amounts capitalized | (8,011 | ) | (55,873 | ) | (17,889 | ) | 6,124 | (75,649 | ) | ||||||||
Other expense | | (1,002 | ) | (144 | ) | | (1,146 | ) | |||||||||
Loss on early retirement of debt | | (132,834 | ) | (4,166 | ) | | (137,000 | ) | |||||||||
Gain from equity investment in subsidiaries | 176,689 | 200,739 | | (377,428 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes | 159,899 | 174,193 | 200,668 | (377,428 | ) | 157,332 | |||||||||||
|
|||||||||||||||||
Income tax benefit (provision) | 13,738 | 2,496 | 71 | | 16,305 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income | $ | 173,637 | $ | 176,689 | $ | 200,739 | $ | (377,428 | ) | $ | 173,637 | ||||||
|
|
|
|
|
|
|
|
|
|
20
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues: | |||||||||||||||||
Casino | $ | | $ | 248,633 | $ | 220,153 | $ | | $ | 468,786 | |||||||
Rooms | | 236,139 | 35 | | 236,174 | ||||||||||||
Food and beverage | | 86,416 | 8,284 | (2,156 | ) | 92,544 | |||||||||||
Retail and other | | 31,454 | 64,709 | (1,809 | ) | 94,354 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues | | 602,642 | 293,181 | (3,965 | ) | 891,858 | |||||||||||
Less promotional allowances | | (38,957 | ) | (3,422 | ) | | (42,379 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues | | 563,685 | 289,759 | (3,965 | ) | 849,479 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Operating expenses: | |||||||||||||||||
Casino | | 105,269 | 109,045 | (110 | ) | 214,204 | |||||||||||
Rooms | | 58,404 | 40 | | 58,444 | ||||||||||||
Food and beverage | | 43,347 | 6,090 | (802 | ) | 48,635 | |||||||||||
Retail and other | | 18,791 | 30,451 | (2,585 | ) | 46,657 | |||||||||||
Provision for doubtful accounts | | 9,561 | | | 9,561 | ||||||||||||
General and administrative | | 92,432 | 29,356 | | 121,788 | ||||||||||||
Corporate expense | | 60,281 | 64,044 | (468 | ) | 123,857 | |||||||||||
Rental expense | | 6,533 | 1,774 | | 8,307 | ||||||||||||
Pre-opening expense | | 994 | 16,189 | | 17,183 | ||||||||||||
Development expense | | (1 | ) | 7,330 | | 7,329 | |||||||||||
Depreciation and amortization | | 40,666 | 11,063 | | 51,729 | ||||||||||||
Loss on disposal of assets | | 30,635 | | | 30,635 | ||||||||||||
Gain on sale of Grand Canal Shops | | (417,822 | ) | | | (417,822 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
| 49,090 | 275,382 | (3,965 | ) | 320,507 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Operating income | | 514,595 | 14,377 | | 528,972 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense): | |||||||||||||||||
Interest income | | 3,162 | 3,487 | (3,371 | ) | 3,278 | |||||||||||
Interest expense, net of amounts capitalized | | (87,100 | ) | (16,032 | ) | 3,371 | (99,761 | ) | |||||||||
Other expense | | | (9 | ) | | (9 | ) | ||||||||||
Loss on early retirement of debt | | (5,406 | ) | (1,147 | ) | | (6,553 | ) | |||||||||
Preferred return on Redeemable Preferred | |||||||||||||||||
Interest in Venetian Casino Resort, LLC | | (16,826 | ) | 16,826 | | | |||||||||||
Gain from equity investment in subsidiaries | 425,927 | 17,502 | | (443,429 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income | $ | 425,927 | $ | 425,927 | $ | 17,502 | $ | (443,429 | ) | $ | 425,927 | ||||||
|
|
|
|
|
|
|
|
|
|
21
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net cash provided by (used in) operating activities | $ | (79,035 | ) | $ | 168,693 | $ | 338,539 | $ | | $ | 428,197 | ||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities: | |||||||||||||||||
Change in restricted cash and cash equivalents | | (208,775 | ) | 314 | | (208,461 | ) | ||||||||||
Capital expenditures | | (318,538 | ) | (263,617 | ) | | (582,155 | ) | |||||||||
Capital contributions to subsidiaries | (560,549 | ) | (52,369 | ) | | 612,918 | | ||||||||||
Dividend from Yona Venetian, LLC | | 40,007 | | (40,007 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash used in investing activities | (560,549 | ) | (539,675 | ) | (263,303 | ) | 572,911 | (790,616 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Transaction cost, initial public offering | (487 | ) | | | | (487 | ) | ||||||||||
Dividends paid to shareholders | | (21,052 | ) | | | (21,052 | ) | ||||||||||
Capital contribution from Las Vegas Sands Corp. | | 558,570 | 1,979 | (560,549 | ) | | |||||||||||
Capital contribution from Las Vegas Sands, LLC | | | 5,450 | (5,450 | ) | | |||||||||||
Capital contribution from Venetian Casino Resort LLC | | | 46,919 | (46,919 | ) | | |||||||||||
Dividend to Las Vegas Sands, Inc. | (40,007 | ) | | | 40,007 | | |||||||||||
Repayments on 11% mortgage notes | | (843,640 | ) | | | (843,640 | ) | ||||||||||
Proceeds from 6.375% senior note, net of discount | 247,722 | | | | 247,722 | ||||||||||||
Proceeds from senior secured credit facility-term B | | 305,000 | | | 305,000 | ||||||||||||
Proceeds from senior secured credit facility-term B delayed | | 200,000 | | | 200,000 | ||||||||||||
Proceeds from phase II mall construction loan | | | 19,500 | | 19,500 | ||||||||||||
Repayments on Venetian Macao senior secured notes-tranche A | | | (75,000 | ) | | (75,000 | ) | ||||||||||
Repayments on Venetian Macao senior secured notes-tranche B | | | (45,000 | ) | | (45,000 | ) | ||||||||||
Repayments on FF&E credit facility | | (1,800 | ) | | | (1,800 | ) | ||||||||||
Repayments on Interface mortgage note payable | | | (3,232 | ) | | (3,232 | ) | ||||||||||
Repurchase premiums incurred in connection with | |||||||||||||||||
refinancing transactions | | (113,311 | ) | | | (113,311 | ) | ||||||||||
Payments of debt offering costs | (1,438 | ) | (9,783 | ) | (55 | ) | | (11,276 | ) | ||||||||
Net change in intercompany accounts | (10,252 | ) | 42,759 | (32,507 | ) | | | ||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) financing activities | 195,538 | 116,743 | (81,946 | ) | (572,911 | ) | (342,576 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Decrease in cash and cash equivalents | (444,046 | ) | (254,239 | ) | (6,710 | ) | | (704,995 | ) | ||||||||
Cash and cash equivalents at beginning of period | 744,927 | 388,338 | 161,633 | | 1,294,898 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Cash and cash equivalents at end of period | $ | 300,881 | $ | 134,099 | $ | 154,923 | $ | | $ | 589,903 | |||||||
|
|
|
|
|
|
|
|
|
|
22
Las Vegas
Sands Corp. |
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Consolidating/
Eliminating Entries |
Total
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net cash provided by operating activities | $ | | $ | 153,612 | $ | 145,554 | $ | | $ | 299,166 | |||||||
Cash flows from investing activities: | |||||||||||||||||
Proceeds from sale of Grand Canal Shops, | |||||||||||||||||
net of transaction costs | | 649,568 | | | 649,568 | ||||||||||||
Change in restricted cash and cash equivalents | | (355,116 | ) | 122,025 | | (233,091 | ) | ||||||||||
Notes receivable from stockholders | | 843 | (638 | ) | | 205 | |||||||||||
Capital expenditures | | (145,187 | ) | (181,801 | ) | | (326,988 | ) | |||||||||
Capital contributions to subsidiaries | | (139,940 | ) | | 139,940 | | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) investing activities | | 10,168 | (60,414 | ) | 139,940 | 89,694 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Dividends paid to shareholders | | (112,107 | ) | (12,920 | ) | | (125,027 | ) | |||||||||
Exercise of stock options | | 8,639 | | | 8,639 | ||||||||||||
Contributions from shareholders | | | 420 | | 420 | ||||||||||||
Capital contribution from Venetian Casino Resort LLC | | | 139,940 | (139,940 | ) | | |||||||||||
Repayments on 11% mortgage notes | | (6,360 | ) | | | (6,360 | ) | ||||||||||
Repayments on secured mall facility | | | (120,000 | ) | | (120,000 | ) | ||||||||||
Repayments on senior secured credit facility-term A | | (48,333 | ) | | | (48,333 | ) | ||||||||||
Repayments on senior secured credit facility-term B | | (246,250 | ) | | | (246,250 | ) | ||||||||||
Proceeds from senior secured credit facility-term B | | 665,000 | | | 665,000 | ||||||||||||
Proceeds from Macao revolver | | | 10,000 | | 10,000 | ||||||||||||
Repayments on Macao revolver | | | (10,000 | ) | | (10,000 | ) | ||||||||||
Proceeds from Venetian Intermediate credit facility | | | 10,000 | | 10,000 | ||||||||||||
Repayments on FF&E credit facility | | (1,200 | ) | | | (1,200 | ) | ||||||||||
Repayments on Interface Nevada note payable | | | (127,512 | ) | | (127,512 | ) | ||||||||||
Proceeds from Interface mortgage note payable | | | 100,000 | | 100,000 | ||||||||||||
Repayments on Interface mortgage note payable | | | (296 | ) | | (296 | ) | ||||||||||
Payments of debt offering costs | | (21,505 | ) | (7,031 | ) | | (28,536 | ) | |||||||||
Net change in intercompany accounts | | 11,668 | (11,668 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) financing activities | | 249,552 | (29,067 | ) | (139,940 | ) | 80,545 | ||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Increase in cash and cash equivalents | | 413,332 | 56,073 | | 469,405 | ||||||||||||
Cash and cash equivalents at beginning of period | | 102,638 | 50,155 | | 152,793 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|||||||||||||||||
Cash and cash equivalents at end of period | $ | | $ | 515,970 | $ | 106,228 | $ | | $ | 622,198 | |||||||
|
|
|
|
|
|
|
|
|
|
23
The following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements, and the notes thereto and other financial information included in this Form 10-Q. Certain statements in this Managements Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements. See Special Note Regarding ForwardLooking Statements.
We own and operate the Venetian Casino Resort and the Sands Expo Center in Las Vegas, Nevada and the Sands Macao in Macao, China. We are also developing two other casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Venetian Macao Resort in Macao, China as well as additional projects on the Cotai Strip in Macao.
We currently offer hotel, gaming, dining, entertainment, retail, and spa and other amenities at the Venetian Casino Resort, convention and trade show space at the Sands Expo Center in Las Vegas and gaming, dining and VIP suites at the Sands Macao. Approximately 42.7% of our gross revenue at the Venetian Casino Resort in the first nine months of 2005 was derived from gaming and 39.0% was derived from hotel rooms. The percentage of gaming revenue for the Venetian Casino Resort reflects the resorts emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods. Approximately 95.3% of the Sands Macaos gross revenue in the first nine months of 2005 was derived from gaming activities with the remainder derived from food and beverage services.
Our Palazzo Casino Resort is currently under construction and is expected to open during mid-2007. The Palazzo Casino Resort project is expected to cost approximately $1.7 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million. In addition, we expect tenants will make significant additional capital expenditures to build out stores and restaurants in the Palazzo Casino Resort. On August 20, 2004, we entered into the $1.0 billion Prior Senior Secured Credit Facility to, among other things, finance the Palazzo Casino Resort construction costs. On February 22, 2005, we entered into the Senior Secured Credit Facility, which amended the Prior Senior Secured Credit Facility and increased the size of the facility to $1.6 billion. In addition, on September 30, 2004, we entered into a $250.0 million Phase II Mall Construction Loan to fund a portion of the Phase II Mall construction costs. See Aggregate Indebtedness and Contractual Obligations. We intend to use $361.8 million (plus the interest earnings) of the proceeds from the $970.0 million Term B Facility, $200.0 million from the Term B Delayed Draw Facility, $239.5 million of proceeds from the Phase II Mall Construction Loan, cash on hand, borrowings under our Revolving Facility and operating cash flow to fund the development and construction costs for the Palazzo Casino Resort (including the Phase II Mall) and to pay related fees and expenses.
We are building the Venetian Macao Resort, an all-suites hotel, casino and convention center complex, with a Venetian-style theme similar to that of our Las Vegas property. Under our gaming subconcession in Macao, we are obligated to develop and open the Venetian Macao Resort by June 2006 and a convention center by December 2006. We are also obligated to invest at least 4.4 billion Patacas (approximately $527.6 million at exchange rates in effect on September 30, 2005) in various development projects in Macao by June 2009. We expect that the cost of the Sands Macao and the construction of the Venetian Macao Resort will satisfy these investment obligations, but we will need to extend the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. We have recently requested the extension from the Macao authorities. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession and our investment to date in the Venetian Macao Resort could be lost. In addition, we broke ground in October 2005 on an expansion of the Sands Macao that will enhance the size and scope of the property and increase gaming capacity by more than 65.0%. Construction of the Venetian Macao Resort is progressing according to plan and we have decided to build out all 3,000 rooms in the initial phase, instead of the previously announced 1,500 rooms. We also plan to build a 400 room luxury hotel under the Four Seasons brand, which will also include approximately 600 serviced apartment units and over 100,000 square feet of retail space. We are also master planning two additional 3,000 room hotels, to be built in multiple phases, with serviced apartments and a combined 450,000 square feet of retail space across the Cotai Strip from the Venetian Macao Resort. We will own these properties and operate them under the Shangri-La and Traders brands as well as other internationally recognized third party hotel brands. We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip developments; however we will need to arrange additional debt financing to finance those costs as well.
On April 12, 2004, we sold The Grand Canal Shops and leased certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million. As required by generally accepted accounting principles, we deferred a portion of the gain from the sale of The Grand Canal Shops. First, we deferred $109.2 million of the gain from the transaction deemed prepaid operating lease payments, which related to 19 spaces currently occupied by various tenants and which we leased to the purchaser of The Grand Canal Shops for an annual rent of one dollar per year under an 89-year operating lease. The purchaser of The Grand Canal Shops assumed, and is entitled to rent payments under, the tenant leases for these 19 spaces. This deferred amount is amortized over the 89-year lease term on a straight-line basis. Second, we deferred $77.2 million, which constitutes the estimated net present value of payments we make to the purchaser of The Grand Canal Shops under three lease back arrangements. This deferred gain will be amortized to reduce lease expense on a straight-line basis over the life of the leases.
We are party to three Tenant Lease Termination and Asset Purchase Agreements. As of September 30, 2005, the total remaining payment obligations under these arrangements was $12.1 million.
In connection with sale of The Grand Canal Shops (the Mall Sale), we entered into an agreement with General Growth Properties (the Mall Purchaser) to construct and sell the Phase II Mall. The purchase price that the Mall Purchaser has agreed to pay for the Phase II Mall is the greater of (i) $250.0 million and (ii) the Phase II Malls net operating income for months 19 through 30 of its operations divided by a capitalization rate. The capitalization rate is 6.0% up to $38.0 million of net operating income and 8.0% above $38.0 million.
We have entered into agreements to develop and lease gaming and entertainment facilities with two prominent football clubs in the United Kingdom, subject to the award of a gaming license for the applicable facility and are in discussion with several others to build entertainment and gaming facilities in major cities.
We have made a proposal to develop a large integrated resort, including a casino, in Singapore to the Singapore government.
We have been selected by the Zhuhai Municipal Peoples Government of the Peoples Republic of China to work with it to master plan a leisure and convention destination resort on Hengqin Island, located approximately one mile from the Cotai Strip.
The preparation of our 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. On an ongoing basis, management evaluates those estimates, including those related to asset impairment, accruals for slot marketing points, self-insurance, compensation and related benefits, revenue recognition, allowance for doubtful accounts, contingencies, and litigation. We state these accounting policies in the notes to the consolidated financial statements and in relevant sections in this discussion and analysis. These estimates are based on the 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 results of operations and financial condition. We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:
We maintain an allowance, or reserve, for doubtful accounts at our operating casino resorts, the Venetian Casino Resort and the Sands Macao. The provision for doubtful accounts, an operating expense, increases the allowance for doubtful accounts, while specific write-offs decrease the allowance for doubtful accounts. We regularly evaluate the allowance for doubtful accounts. At the Venetian Casino Resort where credit or marker play is significant we apply standard reserve percentages to aged account balances under a specified dollar amount and specifically analyze the collectibility of each account with a balance over the specified dollar amount, based upon the age of the account, the customers financial condition, collection history and any other known information. We also monitor regional and global economic conditions and forecasts to determine if reserve levels are adequate. At the Sands Macao where credit or marker play is not significant, we apply a standard reserve percentage to aged account balances. The mix of credit play as a percentage of total casino play has decreased significantly during 2005 because the Sands Macao table games play is primarily cash play, while the Venetian Casino Resort credit table games play represents approximately 59% of total table games play. Our estimate of the provision for doubtful accounts was $2.9 million, $7.0 million, $2.9 million and $9.6 million for the three and nine months ended September 30, 2005 and the three and nine months ended September 30, 2004, respectively.
We maintain accruals for health and workers compensation self-insurance, slot club point redemption and group sales commissions, which are classified in other accrued liabilities in the consolidated balance sheets. Management determines the adequacy of these accruals by periodically evaluating the historical experience and projected trends related to these accruals. If such information indicates that the accruals are overstated or understated, or if business conditions indicate we should adjust the assumptions utilized, we will reduce or provide for additional accruals as appropriate.
We are subject to various claims and legal actions, including lawsuits with our construction manager, Lehrer McGovern Bovis, Inc., for the original construction of the Venetian Casino Resort. Some of these matters relate to personal injuries to customers and damage to customers personal assets. Management has established a $30.9 million accrual for final resolution in connection with the construction litigation. Management estimates the accruals for other claims and legal actions based upon historical experience and includes such accruals in the other accrued liability category in our consolidated balance sheet.
At September 30, 2005, we had net property and equipment of $2.338 billion, representing 63.3% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment if events and circumstance warrant such an assessment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income.
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). This statement requires compensation costs related to share based payment transactions to be recognized in financial statements. The provisions of this statement are effective as of the first annual reporting period that begins after June 15, 2005. This statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). This cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement also addresses the accounting for the tax effects of share-based compensation awards. We currently expect to adopt this standard on January 1, 2006 and we expect to expense the cost of share-based compensation awards issued after January 1, 2006. Additionally, we expect to recognize compensation cost for the portion of awards outstanding on January 1, 2006 for which the requisite service has not been rendered as the requisite service is to be rendered on or after January 1, 2006. We are currently evaluating the provisions of SFAS 123R to determine its impact on our future consolidated financial statements.
The following table summarizes our results of operations:
Three Months Ended September 30,
(dollars in thousands) |
Nine Months Ended September 30,
(dollars in thousands) |
|||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2005
|
2004
|
Percent
Change |
2005
|
2004
|
Percent
Change |
|||||||||||||||||||||||||||
Net revenues | $ | 437,622 | $ | 343,636 | 27.4 | % | $ | 1,240,237 | $ | 849,479 | 46.0 | % | ||||||||||||||||||||
Operating income (loss) | 108,484 | (48,411 | ) | 324.1 | % | 347,963 | 528,972 | -34.2 | % | |||||||||||||||||||||||
General and administrative expenses | 49,390 | 45,040 | 9.7 | % | 143,377 | 121,788 | 17.7 | % | ||||||||||||||||||||||||
Corporate expense | 9,893 | 118,153 | -91.6 | % | 27,395 | 123,857 | -77.9 | % | ||||||||||||||||||||||||
Net income (loss) | 80,096 | (85,879 | ) | 193.3 | % | 173,637 | 425,927 | -59.2 | % |
Percent of Net Revenues
|
|||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Three Months Ended September 30,
|
Nine Months Ended
September 30, |
||||||||||||||||||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||||||||||||||||||
Operating income (loss) | 24.8 | % | -14.1 | % | 28.1 | % | 62.3 | % | |||||||||||||||||||||
General and administrative expenses | 11.3 | % | 13.1 | % | 11.6 | % | 14.3 | % | |||||||||||||||||||||
Corporate expense | 2.3 | % | 34.4 | % | 2.2 | % | 14.6 | % | |||||||||||||||||||||
Net income (loss) | 18.3 | % | -25.0 | % | 14.0 | % | 50.1 | % |
The Venetian Casino Resorts operating revenue is 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. The Sands Macao is almost wholly dependent on casino customers that visit the casino on a daily basis. Hotel revenues are not expected to be material for the Sands Macao. Sands Macao visitors arrive by ferry, automobile, airplane or helicopter from Hong Kong, cities in China, and other Southeast Asian cities in close proximity to Macao.
The following are the key measurements we use to evaluate operating revenue. Hotel revenue measurements include hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. Revenue per available room represents a summary of hotel average daily room rates and occupancy. Because not all available rooms are occupied, average daily room rates are higher than revenue per available room.
Casino revenue measurements for Las Vegas: Table games drop and slot 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 coin placed into slot machines in aggregate for the period cited. Drop and handle are abbreviations for table games drop and slot handle. Based upon our mix of table games, our table games produce a statistical average table win percentage (calculated before discounts) as measured as a percentage of table game drops of 20.0% to 21.0% and slot machines produce a statistical average slot machine win percentage (calculated before slot club cash incentives) as measured as a percentage of slot machine handle generally between 6.0% and 7.0%.
Casino revenue measurements for Macao: We view Macao table games as being segregated into two groups, consistent with the Macao markets convention: 1) Rolling Chip play (all VIP play) and 2) Non-Rolling Chip play, (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered. The volume measurement for Non-Rolling Chip is table games drop as described above. Rolling Chip volume and Non-Rolling Chip volume are not equivalent because Rolling Chip volume is a measure of amounts wagered versus dropped, Rolling Chip volume is substantially higher than drop. Slot handle at the Sands Macao is the gross amount wagered or coin placed into slot machines in aggregate for the period cited.
We view Rolling Chip table games win as a percentage of Rolling Chip volume and we view Non-Rolling Chip table games win as a percentage of drop. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Based upon our mix of table games in Macao, our Rolling Chip table games win percentage (calculated before discounts and commissions) as measured as a percentage of Rolling Chip volume is expected to be 2.5% to 2.8% and our Non-Rolling Chip play table games are expected to produce a statistical average table win percentage as measured as a percentage of table game drop of 16.5% to 17.5%. Like in Las Vegas, our Macao slot machines produce a statistical average slot machine win percentage as measured as a percentage of slot machine handle of generally between 6.0% and 7.0%.
Actual win may vary from the statistical average. Generally, slot machine play at the Venetian Casino Resort and the Sands Macao is conducted on a cash basis, the Venetian Casino Resorts table games revenue is approximately 59.0% from credit based guests wagering and the Sands Macao table game play is conducted primarily on a cash basis.
Operating Revenues
Our net revenues consisted of the following:
Three Months Ended September 30,
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands, except for percentages) | |||||||||||||||||
2005
|
2004
|
Percent
Change |
|||||||||||||||
Net Revenues | |||||||||||||||||
Casino | $ | 334,400 | $ | 240,189 | 39.2 | % | |||||||||||
Rooms | 73,173 | 71,577 | 2.2 | % | |||||||||||||
Food and beverage | 28,796 | 26,863 | 7.2 | % | |||||||||||||
Retail and other | 22,406 | 20,865 | 7.4 | % | |||||||||||||
|
|
|
|
|
|
||||||||||||
458,775 | 359,494 | 27.6 | % | ||||||||||||||
Less - promotional allowances | (21,153 | ) | (15,858 | ) | -33.4 | % | |||||||||||
|
|
|
|
|
|
||||||||||||
Total net revenues | $ | 437,622 | $ | 343,636 | 27.4 | % | |||||||||||
|
|
|
|
|
|
Consolidated net revenues were $437.6 million for the three months ended September 30, 2005, an increase of $94.0 million compared to $343.6 million for the three months ended September 30, 2004. The increase in net revenues was due to an increase of casino revenue of $94.2 million.
Casino revenues were $334.4 million for the three months ended September 30, 2005, an increase of $94.2 million compared to $240.2 million for the three months ended September 30, 2004. The table games win percentage of 23.9% at the Venetian Casino Resort was above the statistically expected range during the three months ended September 30, 2005, as compared to the average since the opening of the Venetian Casino Resort during 1999. In our experience, average win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered. The increase in casino revenue was primarily the result of increased volumes at both Venetian Casino Resort and the Sands Macao and higher than expected win percentage at the Venetian Casino Resort.
The Venetian Casino Resort maintained an average daily room rate of $203 for the three months ended September 30, 2005 as compared to $201 for the three months ended September 30, 2004. The Venetian Casino Resort generated revenue per available room of $195 for the three months ended September 30, 2005 and 2004. Because not all available rooms are occupied, average daily room rates are higher than revenue per available room.
Room revenues for the three months ended September 30, 2005 were $73.2 million, representing an increase of $1.6 million as compared to $71.6 million for the three months ended September 30, 2004. Food and beverage revenues were $28.8 million for the three months ended September 30, 2005, representing an increase of $1.9 million compared to $26.9 million for the three months ended September 30, 2004. The increases were primarily attributable to an increase in business volumes at the Sands Macao.
Retail and other revenues were $22.4 million for the three months ended September 30, 2005, representing an increase of $1.5 million compared to $20.9 million for the three months ended September 30, 2004. The increase was due to an increase in retail and other revenue at the Sands Macao.
The breakdown of operating expenses is as follows:
Three Months Ended September 30,
(in thousands, except for percentages) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2005
|
2004
|
Percent
Change |
|||||||||||||||
Operating Expenses | |||||||||||||||||
Casino | $ | 177,900 | $ | 115,668 | 53.8 | % | |||||||||||
Rooms | 19,876 | 19,727 | 0.8 | % | |||||||||||||
Food and beverage | 16,707 | 15,804 | 5.7 | % | |||||||||||||
Retail and other | 13,780 | 15,382 | -10.4 | % | |||||||||||||
Provision for doubtful accounts | 2,863 | 2,869 | -0.2 | % | |||||||||||||
General and administrative | 49,390 | 45,040 | 9.7 | % | |||||||||||||
Corporate | 9,893 | 118,153 | -91.6 | % | |||||||||||||
Rental expense | 3,699 | 3,618 | 2.2 | % | |||||||||||||
Pre-opening expense | 860 | 838 | 2.6 | % | |||||||||||||
Development expense | 5,926 | 4,567 | 29.8 | % | |||||||||||||
Loss on disposal of assets | 522 | 30,635 | -98.3 | % | |||||||||||||
Depreciation and amortization | 27,722 | 19,346 | 43.3 | % | |||||||||||||
Loss on sale of Grand Canal Shops | | 400 | | ||||||||||||||
|
|
|
|
|
|
||||||||||||
Total operating expenses | $ | 329,138 | $ | 392,047 | -16.0 | % | |||||||||||
|
|
|
|
|
|
Operating expenses were $329.1 million for the three months ended September 30, 2005, compared to $392.0 million for the three months ended September 30, 2004. The decrease in operating expenses was primarily attributable to the decrease in corporate expense of $108.3 million, related to incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004. This decrease was partially offset by an increase in operating expenses related to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao in May 2004.
Casino department expenses increased $62.2 million primarily as a result of increased volume of casino activity at the Sands Macao and increased volume at the Venetian Casino Resort. Of the $62.2 million increase in casino expenses, $40.2 million was due to the 39.0% gross win tax on casino revenues in Macao. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax; casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macao.
The provision for doubtful accounts was $2.9 million for the three months ended September 30, 2005, compared to $2.9 million for the three months ended September 30, 2004. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
Pre-opening and development expenses were $0.9 million and $5.9 million, respectively, for the three months ended September 30, 2005, compared to $0.8 million and $4.6 million, respectively, for the three months ended September 30, 2004. The increase in development expenses was primarily due to our activities in Macao, the United Kingdom, Singapore and Pennsylvania.
Corporate expense for the three months ended September 30, 2005 was $9.9 million as compared to $118.2 million for the quarter ended September 30, 2004. The decrease was the result of incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004, neither of which recurred during the three months ended September 30, 2005.
Depreciation and amortization expense for the three months ended September 30, 2005 was $27.7 million as compared to $19.3 million for the three months ended September 30, 2004. The increase was primarily due to the recording of $5.3 million of cumulative depreciation expense related to litigation settlements and a litigation reserve recorded during the three months ended September 30, 2005.
Interest Expense
The following table summarizes information related to interest expense on long-term debt:
Three Months Ended September 30,
|
|||||||
---|---|---|---|---|---|---|---|
(in thousands, except percentages) | |||||||
2005
|
2004
|
||||||
Interest cost | $ 37,004 | $ 34,825 | |||||
Less: Capitalized interest | (6,407 | ) | (355 | ) | |||
|
|
||||||
|
|||||||
Interest expense, net | $ 30,597 | $ 34,470 | |||||
|
|
||||||
Cash paid for interest, net of amounts capitalized | $ 29,141 | $ 8,229 | |||||
Average total debt balance | $ 1,417,226 | $ 1,597,085 | |||||
Weighted average interest rate | 4.7% | 6.9% |
Interest expense, net of amounts capitalized, was $30.6 million for the three months ended September 30, 2005, compared to $34.5 million for the three months ended September 30, 2004. Of the net interest expense incurred for the three months ended September 30, 2005, $15.8 million was related to the Venetian Casino Resort, $12.7 million was related to litigation settlements and a litigation reserve and $2.1 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes during the first quarter of 2005 and the redemption of the Venetian Macao Senior Secured Notes during the second quarter of 2005. These were partially offset by increases in net interest expense related to the entry into the Senior Secured Credit Facility and the issuance of the 6.375% Senior Notes. The decrease in net interest expense was also due to the capitalization of $6.4 million of interest during the third quarter of 2005 compared to $0.4 million of capitalized interest in the third quarter of 2004. The decrease in interest expense was partially offset by interest related to litigation settlements and a litigation reserve.
Interest income for the three months ended September 30, 2005 was $8.6 million compared to $2.2 million for the three months ended September 30, 2004. The increase was due to the increase in invested cash balances. The loss on disposal of assets for the three months ended September 30, 2005 was $0.5 million as compared to $30.6 million for the three months ended September 30, 2004. The loss on disposal of assets of $30.6 million in 2004 resulted from the demolition of space to accommodate the construction of a show room and the renovation of 48 suites at the Venetian Casino Resort.
Operating Revenues
Our net revenues consisted of the following:
Nine Months Ended September 30,
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands, except for percentages) | |||||||||||
2005
|
2004
|
Percent
Change |
|||||||||
Net Revenues | |||||||||||
Casino | $ 874,994 | $ 468,786 | 86.7 | % | |||||||
Rooms | 243,233 | 236,174 | 3.0 | % | |||||||
Food and beverage | 106,983 | 92,544 | 15.6 | % | |||||||
Retail and other (1) | 75,214 | 94,354 | -20.3 | % | |||||||
|
|
|
|||||||||
1,300,424 | 891,858 | 45.8 | % | ||||||||
Less - promotional allowances | (60,187 | ) | (42,379 | ) | -42.0 | % | |||||
|
|
|
|||||||||
Total net revenues | $ 1,240,237 | $ 849,479 | 46.0 | % | |||||||
|
|
|
(1) | The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale. |
Consolidated net revenues were $1.240 billion for the nine months ended September 30, 2005, an increase of $390.5 million compared to $849.5 million for the nine months ended September 30, 2004. The increase in net revenues was due to an increase of casino revenue of $406.2 million, primarily due to the opening of the Sands Macao.
The increase in net revenues was partially offset by a decrease in retail and other revenue of $19.1 million primarily as a result of the sale of The Grand Canal Shops and the lease of certain other retail and restaurant venues on May 17, 2004.
Casino revenues were $875.0 million for the nine months ended September 30, 2005, an increase of $406.2 million compared to $468.8 million for the nine months ended September 30, 2004. The increase was attributable to the opening of the Sands Macao on May 18, 2004. The table games win of 22.3% was above the statistically expected range during the nine months ended September 30, 2005, as compared to the average since the opening of the Venetian Casino Resort during 1999. In our experience, average win percentages remain steady when measured over extended periods of time but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
The Venetian Casino Resort maintained an average daily room rate of $225 for the nine months ended September 30, 2005 as compared to $219 for the nine months ended September 30, 2004. The Venetian Casino Resort generated revenue per available room of $220 for the nine months ended September 30, 2005 as compared to $215 for the nine months ended September 30, 2004.
Room revenues for the nine months ended September 30, 2005 were $243.2 million, representing an increase of $7.0 million as compared to $236.2 million for the nine months ended September 30, 2004. The increase was attributable to the increased average daily room rate at the Venetian Casino Resort, partially offset by a decline in occupancy. Food and beverage revenues were $107.0 million for the nine months ended September 30, 2005, representing an increase of $14.5 million compared to $92.5 million for the nine months ended September 30, 2004. The increase was primarily attributable to increased business volumes at the Sands Macao.
Retail and other revenues were $75.2 million for the nine months ended September 30, 2005, a decrease of $19.2 million compared to $94.4 million for the nine months ended September 30, 2004. The decrease was primarily due to the sale of The Grand Canal Shops and the lease of retail outlets in the Venetian Casino Resort.
The breakdown of operating expenses is as follows:
Nine Months Ended September 30,
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands, except for percentages) | |||||||||||||||||
2005
|
2004
|
Percent
Change |
|||||||||||||||
Operating Expenses | |||||||||||||||||
Casino | $ | 456,399 | $ | 214,204 | 113.1 | % | |||||||||||
Rooms | 61,218 | 58,444 | 4.7 | % | |||||||||||||
Food and beverage | 55,551 | 48,635 | 14.2 | % | |||||||||||||
Retail and other (1) | 41,879 | 46,657 | -10.2 | % | |||||||||||||
Provision for doubtful accounts | 7,031 | 9,561 | -26.5 | % | |||||||||||||
General and administrative | 143,377 | 121,788 | 17.7 | % | |||||||||||||
Corporate | 27,395 | 123,857 | -77.9 | % | |||||||||||||
Rental expense | 11,086 | 8,307 | 33.5 | % | |||||||||||||
Pre-opening expense | 1,364 | 17,183 | -92.1 | % | |||||||||||||
Development expense | 16,663 | 7,329 | 127.4 | % | |||||||||||||
Loss on disposal of assets | 1,527 | 30,635 | -95.0 | % | |||||||||||||
Depreciation and amortization | 68,784 | 51,729 | 33.0 | % | |||||||||||||
Gain on sale of Grand Canal Shops | | (417,822 | ) | | |||||||||||||
|
|
|
|
|
|
||||||||||||
Total operating expenses | $ | 892,274 | $ | 320,507 | 178.4 | % | |||||||||||
|
|
|
|
|
|
(1) | The Grand Canal Shops mall was sold on May 17, 2004 and certain other retail and restaurant venues were leased to the Mall Purchaser in the Mall Sale. |
Operating expenses were $892.3 million for the nine months ended September 30, 2005, compared to $320.5 million for the nine months ended September 30, 2004. Excluding the gain on the sale of The Grand Canal Shops, total operating expenses for the nine months ended September 30, 2004 were $738.3 million. The increase in operating expenses was primarily attributable to the higher operating revenues and business volumes associated with the opening and operations of the Sands Macao. This increase was partially offset by the decrease in corporate expense of $96.5 million, related to incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004.
Casino department expenses increased $242.2 million primarily as a result of the additional casino expenses related to the opening of the Sands Macao in May 2004 and a full nine months of expenses from that property during the 2005 period and increased slot machine and table games volume at the Venetian Casino Resort. Of the $242.2 million increase in casino expenses, $177.1 million was due to the 39.0% gross win tax on casino revenues in Macao. We expect that future casino expenses will continue to be higher than before the opening of the Sands Macao particularly because of the higher gross win tax. Despite the higher gross win tax; casino operating margins at the Sands Macao are similar to those at the Venetian Casino Resort primarily because of lower labor, marketing and sales expenses in Macao. Food and beverage expense increased $6.9 million and general and administrative costs increased $21.6 million primarily as the result of the opening of the Sands Macao.
The provision for doubtful accounts was $7.0 million for the nine months ended September 30, 2005, compared to $9.6 million for the nine months ended September 30, 2004. The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time. We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
Pre-opening and development expenses were $1.4 million and $16.7 million, respectively, for the nine months ended September 30, 2005, compared to $17.2 million and $7.3 million, respectively, for the nine months ended September 30, 2004. The decrease in pre-opening expenses was primarily a result of $15.4 million of pre-opening expenses in Macao during the first two quarters of 2004. The increase in development expenses was related to our activities in Macao, the United Kingdom Singapore and Pennsylvania.
Corporate expense for the nine months ended September 30, 2005 was $27.4 million as compared to $123.9 million for the nine months ended September 30, 2004. The decrease was primarily the result of $111.4 million of expenses related to incentive payments paid to certain of our executives in July 2004 from the Phase II Mall Subsidiary and stock-based compensation expense resulting from stock options granted during July 2004, partially offset by a $5.0 million charitable contribution to the Solomon R. Guggenheim Museum during the first quarter of 2005 and the addition of corporate staff in the 2005 period, including the reassignment of some employees from Venetian to the Company.
Depreciation and amortization expense for the nine months ended September 30, 2005 was $68.8 million as compared to $51.7 million for the nine months ended September 30, 2004. The increase was primarily the result of placing into service the Sands Macao during the second quarter of 2004 and a full nine months of depreciation expense from that property during the 2005 period. In addition, there was $5.3 million of cumulative depreciation expense related to litigation settlements and a litigation reserve recorded during the three months ended September 30, 2005.
Interest Expense
The following table summarizes information related to interest expense on long-term debt:
Nine Months Ended September 30,
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands, except percentages) | |||||||||||
2005
|
2004
|
||||||||||
Interest cost | $ | 91,193 | $ | 102,499 | |||||||
Less: Capitalized interest | (15,544 | ) | (2,738 | ) | |||||||
|
|
||||||||||
|
|||||||||||
Interest expense, net | $ | 75,649 | $ | 99,761 | |||||||
|
|
||||||||||
Cash paid for interest, net of amounts capitalized | $ | 80,635 | $ | 71,445 | |||||||
Average total debt balance | $ | 1,514,497 | $ | 1,762,237 | |||||||
Weighted average interest rate | 5.1% | 7.5% |
Interest expense, net of amounts capitalized, was $75.6 million for the nine months ended September 30, 2005, compared to $99.8 million for the nine months ended September 30, 2004. Of the net interest expense incurred for the nine months ended September 30, 2005, $54.1 million was related to the Venetian Casino Resort, $3.0 million was related to the Sands Macao, $12.7 million was related to litigation settlements and a litigation reserve and $5.8 million was related to the Sands Expo Center. The decrease in interest expense was attributable to the redemption of the 11% Mortgage Notes and the redemption of the Venetian Macao Senior Secured Notes during the quarter ended June 30, 2005. These were partially offset by increases related to the entry into the Senior Secured Credit Facility and the issuance of the 6.375% Senior Notes. The decrease was also due to the capitalization of $15.5 million of interest during the nine months ended September 30, 2005, compared to $2.7 million of capitalized interest during the nine months ended September 30, 2004. The decrease in interest expense was partially offset by interest related to litigation settlements and a litigation reserve.
Interest income for the nine months ended September 30, 2005 was $23.2 million compared to $3.3 million for the nine months ended September 30, 2004. The increase was due to the increase in invested cash balances. The loss on disposal of assets for the nine months ended September 30, 2005 was $1.5 million as compared to $30.6 million for the nine months ended September 30, 2004. The loss on disposal of assets of $30.6 million in 2004 resulted from the demolition of space to accommodate the construction of a show room and the renovation of 48 suites at the Venetian Casino Resort.
Loss on early retirement of debt of $137.0 million during the nine months ended September 30, 2005 was the result of the redemption of the 11% Mortgage Notes and the Venetian Macao Senior Secured Notes.
The effective tax rates for both periods are lower than the federal statutory rate due primarily to a zero effective tax rate on our Macao net income.
Cash Flows Summary
Our cash flows consisted of the following:
Nine Months Ended September 30,
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) | |||||||||||
2005
|
2004
|
||||||||||
Net cash provided by operations | $ | 428,197 | $ | 299,166 | |||||||
|
|
|
|
||||||||
|
|||||||||||
Investing cash flows: | |||||||||||
Proceeds from sale of Grand Canal Shops, net of transaction costs | | 649,568 | |||||||||
Capital expenditures | (582,155 | ) | (326,988 | ) | |||||||
Change in restricted cash and cash equivalents | (208,461 | ) | (233,091 | ) | |||||||
Decrease in receivable from stockholders | | 205 | |||||||||
|
|
|
|
||||||||
Net cash provided by (used in) investing activities | (790,616 | ) | 89,694 | ||||||||
|
|
|
|
||||||||
|
|||||||||||
Financing cash flows: | |||||||||||
Dividends paid to stockholders | (21,052 | ) | (125,027 | ) | |||||||
Repayments of long-term debt | (968,672 | ) | (559,951 | ) | |||||||
Issuance of long-term debt | 772,222 | 785,000 | |||||||||
Other | (125,074 | ) | (19,477 | ) | |||||||
|
|
|
|
||||||||
Net cash provided by (used in) financing activities | (342,576 | ) | 80,545 | ||||||||
|
|
|
|
||||||||
Net increase (decrease) in cash and cash equivalents | $ | (704,995 | ) | $ | 469,405 | ||||||
|
|
|
|
At the Venetian Casino Resort, slot machine and retail hotel rooms businesses are generally conducted on a cash basis, table games and group hotel businesses are conducted both on a cash and credit basis and banquet business is conducted primarily on a credit basis, which results in operating cash flows being generally affected by changes in operating income and accounts receivables. The Sands Macao table games and slot machine play is currently conducted primarily on a cash basis. As of September 30, 2005 and December 31, 2004, we held unrestricted cash and cash equivalents of $589.9 million and $1.3 billion, respectively. Net cash provided by operating activities for the first nine months of 2005 was $428.2 million, compared to $299.2 million for the first nine months of 2004. Factors contributing to the increase in cash flow provided by operating activities primarily consisted of the increase in gaming revenues due to the opening of Sands Macao.
Capital Expenditures
Capital expenditures during the first nine months of 2005 were $582.2 million, of which $231.1 million was attributable to the Macao projects, primarily the Venetian Macao Resort, and $258.6 million was attributable to the Palazzo Casino Resort, with the balance incurred for capital expenditures at the Venetian Casino Resort and the Sands Expo Center. We have commenced construction work for the Palazzo Casino Resort. We currently estimate that construction will be completed in mid-2007 and that the cost to develop and construct the Palazzo Casino Resort will be approximately $1.7 billion (exclusive of land), of which the Phase II Mall is expected to cost approximately $280.0 million. On February 22, 2005, we entered into the $1.620 billion Senior Secured Credit Facility and on September 30, 2004, we entered into a $250.0 million construction loan to, among other things, finance the construction costs of the Palazzo Casino Resort and the Phase II Mall. As of September 30, 2005, we had incurred approximately $431.3 million in design, development and construction costs for the Palazzo Casino Resort. We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and we have incurred approximately $290.0 million on this project and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip developments; however we will need to arrange additional debt financing to finance those costs as well. We will need an extension from the Macao government of the June 2006 construction deadline for the Venetian Macao Resort, which we currently expect to open in mid-2007. We have recently requested the extension from the Macao authorities. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities development under our Macao gaming concession and our investment to date in the Venetian Macao Resort could be lost.
We held restricted cash balances of $585.9 million as of September 30, 2005. Of this amount, $565.7 million was held in restricted accounts and invested in cash or permitted investments by a disbursement agent for the lenders of the Senior Secured Credit Facility until required for the Palazzo Casino Resort project costs under the disbursement terms of the Senior Secured Credit Facility. In addition, $19.0 million was held by an agent for the Interface Mortgage Loan for various reserves.
Our total long-term indebtedness and other known contractual obligations are summarized below as of September 30, 2005:
Payments due by Period Ending September 30,
|
|||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
( in thousands) | |||||||||||||||||||||||||||||
Less than
1 year |
1-3 years
|
3-5 years
|
More than
5 years |
Total
|
|||||||||||||||||||||||||
Long-Term Debt Obligations | |||||||||||||||||||||||||||||
Senior Secured Credit Facility Term B (1) | $ | | $ | 9,700 | $ | 19,400 | $ | 940,900 | $ | 970,000 | |||||||||||||||||||
Senior Secured Credit Facility Term B Delayed (1) | | 2,000 | 4,000 | 194,000 | 200,000 | ||||||||||||||||||||||||
FF&E Credit Facility (2) | 1,800 | 8,400 | | | 10,200 | ||||||||||||||||||||||||
Phase II Mall Construction Loan (3) | | 19,500 | | | 19,500 | ||||||||||||||||||||||||
Venetian Intermediate Credit Facility (4) | 50,000 | | | | 50,000 | ||||||||||||||||||||||||
Interface mortgage loan (5) | 4,301 | 9,140 | 82,615 | | 96,056 | ||||||||||||||||||||||||
6.375% Senior Notes (6) | | | | 250,000 | 250,000 | ||||||||||||||||||||||||
Fixed interest payments | 15,938 | 31,876 | 31,876 | 69,776 | 149,466 | ||||||||||||||||||||||||
Variable interest payments (7) | 70,354 | 136,438 | 125,555 | 43,649 | 375,996 | ||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Contractual Obligations | |||||||||||||||||||||||||||||
HVAC Provider fixed payments (8) | 6,828 | 13,656 | 5,121 | | 25,605 | ||||||||||||||||||||||||
Former Tenants (9) | 650 | 1,300 | 1,300 | 8,802 | 12,052 | ||||||||||||||||||||||||
Employment Agreements (10) | 4,465 | 8,805 | 4,582 | | 17,852 | ||||||||||||||||||||||||
Macao subsidiary land lease (11) | 2,980 | 7,529 | 323 | 2,749 | 13,581 | ||||||||||||||||||||||||
Mall Leases (12) | 7,660 | 15,320 | 15,320 | 148,815 | 187,115 | ||||||||||||||||||||||||
Macao Fixed Gaming Tax (13) | 9,100 | 18,200 | 18,200 | 97,825 | 143,325 | ||||||||||||||||||||||||
Macao Subsidiary Operating Leases | 1,050 | 1,630 | | | 2,680 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total | $ | 175,126 | $ | 283,494 | $ | 308,292 | $ | 1,756,516 | $ | 2,523,428 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | The Senior Secured Credit Facility consists of a $970.0 million single draw term B loan facility, a $200.0 million delayed draw facility that was fully drawn on August 19, 2005 and a $450.0 million revolving credit facility. At September 30, 2005, the amounts borrowed under this facility were $1,170.0 billion under the Term B Facility. The Term B Facility will mature on June 15, 2011 and is subject to quarterly amortization payments commencing in the first quarter after substantial completion of the Palazzo Casino Resort. In addition, $50.0 million of letters of credit were outstanding as of September 30, 2005, which reduces the amount available for borrowing under the Revolving Facility by $50.0 million. |
(2) | The FF&E credit facility will mature on July 1, 2008 and is subject to quarterly amortization payments. |
(3) | The Phase II Mall Construction Loan commitment is $250.0 million and is due March 30, 2008. |
(4) | The Venetian Intermediate Credit Facility will mature on March 27, 2006, with no amortization. |
(5) | Principal payments will increase should Interface Group-Nevada achieve certain cash flow levels as defined in the loan agreement. The Interface mortgage loan will mature on February 10, 2009 if renewal options are exercised with monthly amortization payments. |
(6) | The 6.375% Senior Notes are due on February 15, 2015. |
(7) | Based on September 30, 2005 LIBOR rates of 3.86% plus the applicable interest rate spread in accordance with the respective debt agreements. |
(8) | We are party to a services agreement with a third party for HVAC services for the Venetian Casino Resort. The total remaining payment obligation under this arrangement was $25.6 million as of September 30, 2005, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider under this agreement to provide HVAC services. Upon the sale of The Grand Canal Shops mall on May 17, 2004, the Mall Purchaser assumed the responsibility for $1.6 million of annual payments to this HVAC provider. |
(9) | We are party to tenant lease termination and asset purchase agreements. The total remaining payment obligations under these arrangements was $12.1 million as of September 30, 2005. Under the agreement for The Grand Canal Shops mall sale, the Company is obligated to fulfill the lease termination and asset purchase agreements. |
(10) | We are party to employment agreements with six of our senior executives, with terms of three to five years. |
(11) | Venetian Macao is party to a long-term land lease of 25 years relating to the Sands Macao. The total remaining payment obligation under this lease is $13.6 million as of September 30, 2005. |
(12) | We are party to certain leaseback agreements for the showroom, gondola and certain office space related to The Grand Canal Shops mall sale. The total remaining payments due as of September 30, 2005 is $187.1 million. |
(13) | In addition to the 39.0% gross gaming win tax in Macao (which is not included in this table as the amount we pay is variable in nature), we are required to pay an annual fixed gaming tax of $9.1 million per year to the government of Macao through the termination of the gaming concession. |
In addition, under the terms of our subconcession agreement, we are obligated to make investments of at least 4.4 billion Patacas (approximately $527.6 million at exchange rates in effect on September 30, 2005) in various development projects in Macao by June 2006. As of September 30, 2005, we had made investments of approximately 4.037 billion Patacas (approximately $484.1 million at exchange rates in effect on September 30, 2005). We expect to make land premium payments relating to the Venetian Macao Resort and other Macao properties under development in amounts to be determined.
Pursuant to a contribution agreement with Bethworks Now, LLC for a Bethlehem, Pennsylvania development, the Company (a) has expended approximately $5.6 million, a portion of which was paid to Bethworks to reimburse Bethworks for property-related expenses, (b) is required to fund all operating expenses of the property, which are expected to be approximately $1.0 million per year and (c) is required to make an additional $2.0 million payment to Bethworks when and if a gaming license for the Bethlehem property is obtained.
During 1997, we entered into operating lease arrangements with the HVAC provider. Under the terms of these energy service agreements, we will purchase HVAC energy and services over initial terms expiring in 2009 with an option to collectively extend the terms of these agreements for two consecutive five-year periods. We have fixed payments obligations due during the next twelve months of $6.8 million under the energy services agreements with the HVAC provider. The total remaining payment obligations under these arrangements were $25.6 million as of September 30, 2005, payable in equal monthly installments through July 1, 2009. We have the right to terminate the agreement based upon the failure of the HVAC provider to provide HVAC services.
We expect to fund our operations, capital expenditures (other than the Sands Macao expansion construction, the Palazzo Casino Resort, the Venetian Macao Resort other Cotai Strip developments and related Cotai Strip infrastructure development and construction costs) and debt service requirements from existing cash balances, operating cash flow, borrowings under the Companys Revolving Facility and additional borrowings expected to be incurred by our Macao subsidiaries. We have a $450.0 million Revolving Facility for working capital needs, of which $400.0 million was available, as of September 30, 2005.
On December 20, 2004, we issued 27,380,953 shares of our common stock in our initial public offering at an offering price of $29.00 per share, resulting in proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions and related offering expenses payable by us. We used a portion of these net proceeds as further described below to pay the redemption price of the $291.1 million in aggregate principal amount of the 11% Mortgage Notes (plus premiums and accrued interested of $36.2 million), which we redeemed on February 1, 2005, and $70.0 million to redeem the Venetian Macao Senior Notes on May 23, 2005. We intend to use the remaining net proceeds from our initial public offering for working capital purposes and other general corporate purposes, which may include for the construction of the Palazzo Casino Resort and our Macao projects.
On February 10, 2005, the Company issued $250.0 million of 6.375% senior notes due 2015 in a private placement. On February 22, 2005, we entered into the Senior Secured Credit Facility. The Senior Secured Credit Facility amended the Prior Senior Secured Credit Facility to increase borrowings by $400.0 million of additional term loans, expand its revolving credit facility from $125.0 million to $450.0 million, lower its interest costs, and revise some of its covenants to provide greater operational flexibility. The Senior Secured Credit Facility provides for aggregate borrowings of up to $1.620 billion, consisting of a $1.170 billion term loan facility and a $450.0 million revolving credit facility. On February 1, 2005, Las Vegas Sands Opco and Venetian redeemed $291.1 million in aggregate principal amount of their 11% Mortgage Notes at a redemption price of 111% of the principal amount of the notes plus accrued and unpaid interest. We used a portion of the proceeds from our initial public offering to pay the redemption price of these notes. On February 22, 2005, we repurchased an additional $542.3 million of the outstanding 11% Mortgage Notes in a tender offer, and on March 24, 2005, we redeemed the remaining $10.2 million. We used the $244.8 million net proceeds from the 6.375% senior notes offering, $106.6 million of cash on hand and $311.7 million of term loan borrowings under the Senior Secured Credit Facility to retire the outstanding $552.5 million in aggregate principal amount of 11% Mortgage Notes and to pay all fees and expenses associated with these transactions.
We currently estimate that the cost for the Venetian Macao Resort will be approximately $2.0 billion (exclusive of land) and that we will need to arrange additional debt financing to finance these costs. We have not yet finalized our estimate of the cost of the other Cotai Strip developments; however we will need to arrange additional debt financing to finance those costs as well.
We are subject to various claims and legal actions, including lawsuits with our construction manager, Lehrer McGovern Bovis, Inc., for the original construction of the Venetian Casino Resort. Some of these matters relate to personal injuries to customers and damage to customers personal assets. Management has established a $30.9 million accrual for final resolution in connection with the construction litigation. We are also involved in other litigation including, without limitation, with Richard Suen and Round Square Company Limited. If we are required to pay any of the construction managers verdict or contested construction costs that are not covered by our Insurance Policy, including the sub-contractor awards, under the Bovis matter, or pay any amounts under any of our other litigation, we may use cash from the following sources to fund such costs:
| borrowings under the Revolving Facility of the Senior Secured Credit Facility; |
| cash on hand; |
| additional debt or equity financing; and |
| operating cash flow. |
See Note 5 Commitment and Contingencies Construction Litigation to our Consolidated Financial Statements.
Our subsidiary Las Vegas Sands Opco declared and accrued dividends of $21.1 million in 2004 that were paid during January 2005. These dividends represented tax distributions to shareholders during 2004. The tax distributions were permitted under existing debt instruments while Las Vegas Sands Opco was a subchapter S corporation. As a result of the conversion to a taxable C corporation for income tax purposes, Las Vegas Sands Opco no longer makes such tax distributions.
We are a parent company with limited business operations. Our main asset is the stock and membership interests of our subsidiaries. The debt instruments of Las Vegas Sands Opco contain significant restrictions on the payment of dividends and distributions to us by Las Vegas Sands Opco. In particular, the Senior Secured Credit Facility prohibits Las Vegas Sands Opco from paying dividends or making distributions to us, or investing in us, with limited exceptions. Las Vegas Sands Opco may distribute to us up to $25.0 million or $50.0 million in dividend payments in a twelve-month period after the substantial completion of the Palazzo Casino Resort, depending on whether certain financial tests are met.
In addition, the debt instrument of our Phase II Mall Subsidiary also restricts the payment of dividends and distributions to us. Subject to limited exceptions, the Phase II Mall Construction Loan prohibits the Phase II Mall Subsidiary from paying dividends or making distributions to us, or making investments in us, other than tax distributions and a limited basket amount.
The debt instruments of our subsidiaries also contain certain restrictions that, among other things, limit the ability of our company and/or certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell our assets of our company without prior approval of the lenders or noteholders. Financial covenants included in our Senior Secured Credit Facility include a minimum interest coverage ratio, a maximum leverage ratio, a minimum net worth covenant and maximum capital expenditure limitations. See Note 4 Long-Term Debt to our Consolidated Financial Statements.
We believe that inflation and changing prices have not had a material impact on our net sales, revenues or income from continuing operations during the past year.
This report contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Companys control, which may cause material differences in actual results, performance, or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Las Vegas Sands Corp. assumes no obligation to update such information.
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. We attempt to manage our interest rate risk by managing the mix of our long-term fixed-rate borrowings and variable rate borrowings, and by use of interest rate cap agreements. The ability to enter into interest rate cap agreements allows us to manage our interest rate risk associated with our variable rate debt. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions. Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.
To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements. Frequently, these institutions are also members of the bank group providing our credit facility, which management believes further minimizes the risk of nonperformance.
The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates for the twelve month periods ended September 30:
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
Fair
Value (1) |
||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
LIABILITIES | |||||||||||||||||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||||||||||||||||
Variable rate | $ | 56.1 | $ | | $ | | $ | | $ | | $ | | $ | 56.1 | $ | 56.1 | |||||||||||||||||||||||||||||||
Average interest rate (2) | 5.2 | % | | | | | | 5.2 | % | 5.2 | % | ||||||||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||||||||||||||||
Fixed rate | | | | | | 250.0 | 250.0 | 241.9 | |||||||||||||||||||||||||||||||||||||||
Average interest rate (2) | | | | | | 6.4 | % | 6.4 | % | 6.4 | % | ||||||||||||||||||||||||||||||||||||
Variable rate | | 6.8 | 41.9 | 94.5 | 11.7 | 1,134.8 | 1,289.7 | 1,289.7 | |||||||||||||||||||||||||||||||||||||||
Average interest rate (2) | | 5.3 | % | 5.3 | % | 5.1 | % | 5.3 | % | 5.0 | % | 5.2 | % | 5.2 | % | ||||||||||||||||||||||||||||||||
Cap agreements (3) | | | | | | 0.8 | 0.8 | 0.8 | |||||||||||||||||||||||||||||||||||||||
Average interest rate | | | | | | | | |
1. | The fair values are based on the borrowing rates currently available for debt instruments with similar terms and maturities and market quotes of our publicly traded debt. |
2. | Based upon contractual interest rates for fixed rate indebtedness or current LIBOR rates for variable rate indebtedness. |
3. | As of September 30, 2005, we have three interest rate cap agreement with a fair value of $0.8 million based on a quoted market value from the institution holding the agreement. |
Borrowings under the Senior Secured Credit Facility bear interest at our election at either LIBOR plus 1.75% or the base rate plus 0.75% per annum, subject to downward adjustments based upon our credit rating. Borrowings under the $250.0 million Phase II Mall construction loan facility bear interest at our election at either a base rate plus 0.75% per annum or at LIBOR plus 1.75% per annum.
Foreign currency translation gains and losses were not material to our results of operations for the three months ended September 30, 2005, but may be in future periods in relation to activity associated with our Macao subsidiaries.
We do not hedge our exposure to foreign currency.
See also Capital and Liquidity and Note 4 Long-Term Debt to our Consolidated Financial Statements.
a) | Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits, is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Companys Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures of the Company as of September 30, 2005 and have concluded that they are effective within the reasonable assurance threshold described above. |
b) | Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. |
It should be noted that any system of controls however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
The Company is party to litigation matters and claims related to its operations and the construction of the Venetian Casino Resort and certain other matters. For more information, see the Companys Annual Report on Form 10-K for the year ended December 31, 2004 and Part I Item 1 Notes to Condensed Consolidated Financial Statements Note 5 Commitments and Contingencies of this Quarterly Report on Form 10-Q.
On December 20, 2004, we issued all of the 27,380,953 shares of our common stock we registered in an initial public offering at an offering price of $29.00 per share (Reg. No. 333-118827), effective December 14, 2004. The aggregate offering price of the common stock sold (including the exercise by the managing underwriters of their over-allotment option) resulted in gross proceeds of $794.0 million and net proceeds of approximately $738.7 million to us after deducting underwriting discounts and commissions of $49.6 million and related offering expenses of $5.7 million none of which was paid to the underwriters. The managing underwriters for the offering were Goldman, Sachs & Co., Citigroup, JP Morgan, Lehman Brothers, Merrill Lynch & Co, UBS Investment Bank, and Jeffries & Company, Inc. None of the expenses we incurred in connection with the offering were direct or indirect payments to our directors, officers, general partners or their associates, to persons owning 10% or more of our equity securities or to our affiliates (collectively Related Parties).
During the first quarter of 2005, we used $327.3 million of the net proceeds from our initial public offering to redeem approximately $291.1 million in principal amount of the 11% Mortgage Notes issued by Las Vegas Sands Opco and Venetian and to pay $36.2 million in related premiums and accrued interest and expenses. During the second quarter of 2005 we used $70.0 million of the net proceeds to redeem the Venetian Macao Senior Secured Notes. None of the amounts paid to redeem the 11% Mortgage Notes or the Venetian Macao Senior Notes were paid to Related Parties. We consider the repurchase of the 11% Mortgage Notes and the Venetian Macao Senior Secured Notes, to be a general corporate purpose. In addition, during the first nine months of 2005, we used approximately $8.8 million (net of interest income) of the net proceeds for general corporate purposes.
None.
On November 9, 2005, LVSC and Interface Operations LLC (Interface) entered into an Aircraft Interchange Agreement, effective as of January 1, 2005. Under the agreement, each party may make its aircraft and a flight crew available to the other party, on an as-available basis, in exchange for equal flight time on the other partys aircraft, together with a charge determined as set forth in the agreement to reflect the differential cost of owning, operating and maintaining the respective aircraft. The agreement has a one year term and provides for to automatic renewal unless terminated by either party.
On November 9, 2005, Las Vegas Sands Corp. and Interface, entered into an Aircraft Time Sharing Agreement, effective as of January 1, 2005. Under the agreement, Interface agreed to provide LVSC with transportation services on a non-exclusive basis using Interfaces aircraft. LVSC agreed to pay Interface the various fees and taxes described in the agreement relating to LVSCs use of the aircraft. The agreement has a one year term and provides for to automatic renewal unless terminated by either party.
Interface is controlled by Sheldon G. Adelson, the chairman of the board of directors, chief executive officer and majority shareholder of LVSC.
Exhibit | No. Description of Document |
10.1 | First Amendment to Amended and Restated Credit Agreement, dated as of September 16, 2005, among Las Vegas Sands, LLC, Venetian Casino Resort, LLC and the lenders party thereto. |
10.2 | Aircraft Interchange Agreement, made and entered into as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp. |
10.3 | Aircraft Time Sharing Agreement, made and entered into as of January 1, 2005, by and between Interface Operations LLC and Las Vegas Sands Corp. |
31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Chief Executive Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of Chief Financial Officer of Las Vegas Sands Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
10-Q Form 3 rd Quarter, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LAS VEGAS SANDS CORP. | ||
---|---|---|
November 14, 2005 | By: | /s/ Sheldon G. Adelson |
| ||
Sheldon G. Adelson | ||
Chief Executive Officer | ||
Chairman of the Board an |
November 14, 2005 | By: | /s/ Scott Henry |
| ||
Scott Henry | ||
Senior Vice President | ||
Chief Financial Officer |
LAS VEGAS SANDS, LLC
and
VENETIAN CASINO RESORT, LLC
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT ( Amendment ) TO AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 16, 2005 and entered into by and among LAS VEGAS SANDS, LLC ( LVSI ), a Nevada limited liability company, and VENETIAN CASINO RESORT, LLC ( Venetian ), a Nevada limited liability company, as joint and several obligors (each of LVSI and Venetian, a Borrower and, collectively, the Borrowers ), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a Lender and collectively as the Lenders ), THE BANK OF NOVA SCOTIA ( Scotia Capital ) as administrative agent for the Lenders (in such capacity, the Administrative Agent ), COMMERZBANK AG ( Commerzbank ) , THE CIT GROUP\EQUIPMENT FINANCING, INC. ( CIT ) and WELLS FARGO FOOTHILL, INC. ( Foothill ) as documentation agents for the Lenders (in such capacity, the Documentation Agents ), and GOLDMAN SACHS CREDIT PARTNERS L.P. ( Goldman ) and Scotia Capital as Joint Lead Arranger and Joint Bookrunner (collectively, in such capacity the Arranger ), and Goldman as syndication agent for the Lenders (in such capacity, the Syndication Agent ).
R E C I T A L S
WHEREAS , the parties hereto previously entered into that certain Amended and Restated Credit Agreement dated as of February 22, 2005 (the Agreement ); and
WHEREAS , Borrowers have requested that certain amendments be made to the Agreement to increase the Maximum Consolidated Capital Expenditures Amount and the Requisite Lenders have agreed to amend the Agreement to provide for such increase on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
A. Capitalized Terms . Capitalized terms used and not otherwise defined in this Amendment (including the recitals hereto) shall have the meanings ascribed to such terms in the Agreement.
B. Amendment to Agreement Affirmative Covenants . Section 7.14 of the Agreement is hereby amended and restated in its entirety as follows:
7.14 |
Consolidated Capital Expenditures . |
(a) The Borrowers shall not, and shall not permit their Restricted Subsidiaries to, make or incur Consolidated Capital Expenditures, in any period indicated below, in an aggregate amount in excess of the corresponding amount (the Maximum Consolidated Capital Expenditures Amount ) set forth below opposite such period; provided that any such amount referred to below, if not expended in the period in which it is permitted, may be carried over for expenditure in (but only in) the next succeeding such period; provided further that the Maximum Consolidated Capital Expenditures Amount for any period beginning January 1, 2005 or later and consisting of fewer than a full Fiscal Year shall be pro rated for the number of days in such period:
Four Fiscal Quarter Period |
Maximum Consolidated Capital Expenditures Amount |
The Fiscal Year beginning January 1, 2005 and ending December 31, 2005 |
$120,000,000 |
The Fiscal Year beginning January 1, 2006 and ending December 31, 2006 |
$90,000,000 |
Each subsequent Fiscal Year (or portion thereof) through the Final Completion Date |
$50,000,000 |
The period beginning on the day following the Final Completion Date and ending on December 31 of that calendar year, and each subsequent Fiscal Year (or, in the case of the Fiscal Year in which the Maturity Date occurs, portion thereof) through the Maturity Date
|
$80,000,000 |
(b) Notwithstanding the foregoing, the Borrowers and their Restricted Subsidiaries may make or incur Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in any determination of Maximum Consolidated Capital Expenditures under the foregoing clause (a)) (i) with the proceeds of equity contributions to the Borrowers or any of their Restricted Subsidiaries by any Person other than a Borrower or any Restricted Subsidiary, provided that (x) no Event of Default or Potential Event of Default shall have occurred and be continuing when such Consolidated Capital Expenditure is made or incurred and (y) the applicable Borrower or Restricted Subsidiary notifies the Administrative Agent in writing that such proceeds (or applicable portion thereof) are to be used for Consolidated Capital Expenditures or (ii) with insurance proceeds received by the Borrowers or any of their Restricted Subsidiaries from any Event of Loss so long as such Consolidated Capital Expenditures are to replace, repair or restore any properties or assets in respect of which such proceeds were paid.
C. No Other Amendments . Except for the amendments expressly set forth in Section B of this Amendment, the Agreement shall remain unchanged and in full force and effect. Nothing in this Amendment is intended, or shall be construed, to constitute a waiver, novation or an accord and satisfaction of any of the Obligations under or in connection with the Agreement
2
or to modify, affect or impair the perfection or continuity of the Liens granted pursuant to the Collateral Documents.
D. Conditions to Effectiveness . The amendments contained in Section B of this Amendment shall become effective upon the date of this Amendment, subject to the satisfaction of each of the following conditions:
(i) the Administrative Agent shall have received two (2) originals of this Amendment duly executed, completed and delivered by each of the Borrowers and the written concurrence of the Requisite Lenders; and
(ii) there shall have occurred and be continuing no Event of Default and no event which, with the giving of notice or the lapse of time or both, could constitute such an Event of Default and, after giving effect to this Amendment, there shall have occurred no Event of Default and no Event which, with the giving of notice or lapse of time or both, could constitute an Event of Default.
E. |
Reference to and Effect on the Agreement and the Other Loan Documents . |
(i) On and after the effectiveness of this Amendment, each reference in the Agreement to this Agreement, hereunder, hereof, herein or words of like import referring to the Agreement or Credit Agreement, and each reference in the other Loan Documents to the Credit Agreement, thereunder, thereof or words of like import referring to the Credit Agreement shall mean and be a reference to the Agreement, as amended herein.
(ii) Except as specifically amended by this Amendment, the Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Agreement or any of the other Loan Documents.
F. Reimbursement of Expenses and Costs . Borrowers acknowledge that all costs, fees and expenses as described in subsection 10.2 of the Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrowers.
G. Headings . Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
H. Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
3
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
I. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.
J. Binding Effect . This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
4
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
BORROWERS: |
LAS VEGAS SANDS, LLC
By: |
/s/ Bradley K. Serwin |
|
|
|
Name: Bradley K. Serwin |
|
|
|
Title: General Counsel & Secretary |
||
VENETIAN CASINO RESORT, LLC
By: |
Las Vegas Sands, LLC its managing member |
By: |
/s/ Bradley K. Serwin |
|
|
|
Name: Bradley K. Serwin |
|
|
|
Title: General Counsel & Secretary |
||
LENDERS: |
THE BANK OF NOVA SCOTIA,
as a Lender, Administrative Agent and Arranger
By: |
/s/ Chris Osborn |
|
||
|
Name: Chris Osborn |
|
||
|
Title: |
Managing Director |
||
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Lender, Arranger and Syndication Agent
By: |
/s/ Elizabeth Fischer |
|
|
|
Name: Elizabeth Fischer |
|
|
|
Title: Authorized Signatory |
||
COMMERZBANK AG, New York and Grand Cayman Branches , as a Documentation Agent and as a Lender
By: |
/s/ Karla Wirth |
|
||
|
Name: Karla Wirth |
|||
|
Title: |
AVP |
|
|
By: |
/s/ Yangling Si |
|
||
|
Name: Yangling Si |
|||
|
Title: |
AVP |
|
|
THE CIT GROUP\EQUIPMENT FINANCING, INC. ,
as a Documentation Agent and as a Lender
By: |
/s/ Katie J. Saunders |
|
|
|
Name: Katie J. Saunders |
||
|
Title: Vice President |
|
|
WELLS FARGO FOOTHILL, INC. ,
as a Documentation Agent and as a Lender
By: |
/s/ Michael R. Bohannon |
|
|
|
Name: Michael R. Bohannon |
||
|
Title: SVP |
|
|
Jasper CLO, Ltd .
By: Highland Capital Management L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
By: |
/s/ Todd Travers |
|
||
|
Name: Todd Travers |
|
||
|
Title: |
Assistant Secretary |
||
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
Loan Funding VII LLC
By: Highland Capital Management L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
By: |
/s/ Todd Travers |
|
||
|
Name: Todd Travers |
|
||
|
Title: |
Assistant Secretary |
||
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
Veritas CLO I, Ltd.
as a Lender
By: |
/s/ John T. Spellman |
|
||
|
Name: John T. Spellman |
|
||
|
Title: |
Executive Director |
||
Veritas CLO II, Ltd.
as a Lender
By: |
/s/ John T. Spellman |
|
||
|
Name: John T. Spellman |
|
||
|
Title: |
Executive Director |
||
Scotiabank (Ireland) Limited
as a Lender
By: |
/s/ Tony OBrien |
|
||
|
Name: Tony OBrien |
|
||
|
Title: |
Senior Manager |
||
VAN KAMPEN
SENIOR LOAN FUND
By: Van Kampen Asset Management
as a Lender
By: |
/s/ Darvin D. Pierce |
|
||
|
Name: Darvin D. Pierce |
|||
|
Title: |
Executive Direct |
|
|
JP Morgan Chase Bank, N.A.
as a Lender
By: |
/s/ Donald Shokrian |
|
||
|
Name: Donald Shokrian |
|
||
|
Title: |
Managing Director |
||
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: |
/s/ Alexander B. Kenna |
|
||||
|
Name: Alexander B. Kenna |
|
||||
|
Title: |
LYON CAPITAL MANAGEMENT LLC |
||||
|
Portfolio Manager |
|
||||
LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: |
/s/ Alexander B. Kenna |
|
||||
|
Name: Alexander B. Kenna |
|
||||
|
Title: |
LYON CAPITAL MANAGEMENT LLC |
||||
|
Portfolio Manager |
|
||||
LCM III Ltd.
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: |
/s/ Alexander B. Kenna |
|
||||
|
Name: Alexander B. Kenna |
|
||||
|
Title: |
LYON CAPITAL MANAGEMENT LLC |
||||
|
Portfolio Manager |
|
||||
LCM IV Ltd.
By: Lyon Capital Management LLC,
As Collateral Manager
as a Lender
By: |
/s/ Alexander B. Kenna |
|
||||
|
Name: Alexander B. Kenna |
|
||||
|
Title: |
LYON CAPITAL MANAGEMENT LLC |
||||
|
Portfolio Manager |
|
||||
Nationwide Mutual Insurance Company
By: |
/s/ Wayne T. Frisbee |
|
|
|
Name: Wayne T. Frisbee |
|
|
|
Title: Vice President-Portfolio Management |
||
Nationwide Life Insurance Company
By: |
/s/ Wayne T. Frisbee |
|
|
|
Name: Wayne T. Frisbee |
|
|
|
Title: Vice President-Portfolio Management |
||
AIB Debt Management Limited
By: |
/s/ John Farrace |
|
||
|
Name: John Farrace |
|||
|
Title: |
SVP |
|
|
By: |
/s/ Martin Chin |
|
||
|
Name: Martin Chin |
|||
|
Title: |
SVP |
|
|
Dresdner Bank AG, New York and Grand Cayman Branches
as a Lender
By: |
/s/ Brian Schneider |
|
||
|
Name: Brian Schneider |
|||
|
Title: |
Vice President |
|
|
By: |
/s/ Daniel Conlon |
|
||
|
Name: Daniel Conlon |
|||
|
Title: |
Director |
|
|
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON SENIOR INCOME TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
|
Name: Michael B. Botthof |
Title: |
Vice President |
EATON SENIOR CDO III, LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
____________________- EATON VANCE CDO V, LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON SENIOR CDO VI, LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
BIG SKY SENIOR LOAN FUND. LTD.
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
GRAYSON & CO.
By: Boston Management and Research
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
THE NORINCHUKIN BANK, NEW YORK BRANCH,
through State Street Bank and Trust Company, N.A. as Fiduciary Custodian
By: Eaton Vance Management, Attorney-in-Fact.
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
BIG SKY III SENIOR LOAN TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON VANCE
VT FLOATING-RATE INCOME FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON VANCE
LIMITED DURATION INCOME FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
TOLLI & CO .
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON VANCE SENIOR
FLOATING-RATE TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON VANCE FLOATING-RATE INCOME TRUST
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
By: Eaton Vance Management as Investment Advisor
as a Lender
By: |
/s/ Michael B. Botthof |
|
||
|
Name: Michael B. Botthof |
|||
|
Title: |
Vice President |
|
|
Lehman Commercial Paper Inc.,
As a Lender
By: |
/s/ V. Paul Arzoulan |
|
||
|
Name: V. Paul Arzoulan |
|
||
|
Title: |
Authorized Signatory |
||
Tuscany CDO, Limited
as a Lender
By: |
/s/ PPM America, as Collateral Manager |
||
|
PPM America, Inc. |
|
|
|
Title: Collateral Manager |
|
|
By: |
/s/_____________________ |
|||
|
Name: |
|
||
|
Title: |
Managing Director |
|
|
CANADIAN IMPERIAL BANK OF COMMERCE
as a Lender
By: |
/s/ John ODowd |
|
||
|
Name: John ODowd |
|
||
|
Title: |
Authorized Signatory |
||
By: |
/s/ Milena Grgic |
|
||
|
Name: John ODowd |
|
||
|
Title: |
Authorized Signatory |
||
COMERICA WEST INCORORATED .
As a Lender
By: |
/s/ Brian C. Camden |
|
||
|
Name: Brian C. Camden |
|
||
|
Title: |
Corporate Banking Representative |
||
ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.,
Its: Investment Manager
By: Ares CLO GP IV, LLC
Its: Managing Member
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
ARES V CLO LTD.
By: Ares CLO Management V, L.P.,
Its: Investment Manager
By: Ares CLO GP V, LLC
Its: Managing Member
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
ARES VI CLO LTD.
By: Ares CLO Management VI, L.P.,
Its: Investment Manager
By: Ares CLO GP VI, LLC
Its: Managing Member
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
ARES VII CLO LTD.
By: Ares CLO Management VII, L.P.,
Its: Investment Manager
By: Ares CLO GP VII, LLC
Its: General Partner
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
ARES VIII CLO LTD.
By: Ares CLO Management VIII, L.P.,
Its: Investment Manager
By: Ares CLO GP VIII, LLC,
Its: General Partner
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
ARES IX CLO LTD.
By: Ares CLO Management IX, L.P.,
Its: Investment Manager
By: Ares CLO GP IX, LLC
Its: General Partner
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
ARES X CLO LTD.
By: Ares CLO Management X, L.P.,
Its: Investment Manager
By: Ares CLO GP X, LLC,
Its: General Partner
By: |
/s/ Seth J. Brufsky |
|
|
|
Name: Seth J. Brufsky |
||
|
Title: Vice President |
|
|
By: |
Ares Enhanced Loan Management, L.P., |
|
Its: |
Investment Manager |
|
By: |
Ares Enhanced Loan GP, LLC |
|
Its: |
General Partner |
|
By: |
/s/ Seth J. Burfsky |
|
||
|
Name: Seth J. Brufsky |
|||
|
Title: |
Vice President |
|
|
IKB Capital Corporation
as a Lender
By: |
/s/ Wolfgang Boeker |
|
||
|
Name: Wolfgang Boeker |
|
||
|
Title: |
Senior Vice President |
||
AVALON CAPITAL LTD. 3
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Asset Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
CHAMPLAIN CLO, LTD .
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Collateral Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
AIM FLOATING RATE FUND
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Sub-Adviser |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Portfolio Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
NAUTIQUE FUNDING LTD.
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Collateral Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
SEQUILS-LIBERTY, LTD.
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Collateral Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
SAGAMORE CLO LTD.
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Collateral Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
SARATOGA CLO I, LIMITED
By: |
INVESCO Senior Secured Management, Inc. |
|
|
as Asset Manager |
|
By: |
/s/ Scott Baskind |
|
|
|
Name: Scott Baskind |
|
|
|
Title: Authorized Signatory |
||
Atrium CDO Funding
as a Lender
By: |
/s/ Andrew H. Marshak |
|
|
|
Name: Andrew H. Marshak |
||
|
Title: Authorized Signatory |
|
|
Atrium IV Funding
as a Lender
By: |
/s/ Andrew H. Marshak |
|
|
|
Name: Andrew H. Marshak |
||
|
Title: Authorized Signatory |
|
|
Madison Park Funding
as a Lender
By: |
/s/ Andrew H. Marshak |
|
|
|
Name: Andrew H. Marshak |
||
|
Title: Authorized Signatory |
|
|
Castle Garden Funding
as a Lender
By: |
/s/ Andrew H. Marshak |
|
|
|
Name: Andrew H. Marshak |
||
|
Title: Authorized Signatory |
|
|
CSAM Funding IV
as a Lender
By: |
/s/ Andrew H. Marshak |
|
|
|
Name: Andrew H. Marshak |
||
|
Title: Authorized Signatory |
|
|
CSAM Syndicated Loan Fund
as a Lender
By: |
/s/ Andrew H. Marshak |
|
|
|
Name: Andrew H. Marshak |
||
|
Title: Authorized Signatory |
|
|
Hamilton Floating Rate Fund, LLC,
as a Lender
By: |
/s/ Dean Stephan |
|
|
|
Name: Dean Stephan |
|
|
|
Title: Managing Director |
||
Citadel Hill 2000 Ltd.
as a Lender
By: |
/s/ Harry Amyote |
|
|
|
Name: Harry Amyote |
|
|
|
Title: Authorized Signatory |
||
BABSON CLO LTD. 2004-1
BABSON CLO LTD. 2003-1
BABSON CLO LTD. 2005-1
BABSON CLO LTD. 2005-1I
By: Babson Capital Management LLC as Collateral Manager
By: |
/s/ Adrienne Musgnug |
|
|
|
Name: Adrienne Musgnug |
||
|
Title: Managing Director |
|
|
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Babson Capital Management LLC as Investment Advisor
By: |
/s/ Adrienne Musgnug |
|
|
|
Name: Adrienne Musgnug |
||
|
Title: Managing Director |
|
|
BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC as Investment Advisor
By: |
/s/ Adrienne Musgnug |
|
|
|
Name: Adrienne Musgnug |
||
|
Title: Managing Director |
|
|
Arabesque c/o Aladdin Capital
as a Lender
By: |
/s/ Arika Lakhmi |
|
|
|
Name: Arika Lakhmi |
||
|
Title: None Listed |
|
|
Landmark IV
as a Lender
By: |
/s/ Arika Lakhmi |
|
|
|
Name: Arika Lakhmi |
||
|
Title: None Listed |
|
|
Landmark V
as a Lender
By: |
/s/ Arika Lakhmi |
|
|
|
Name: Arika Lakhmi |
||
|
Title: None Listed |
|
|
Catham Light II CLO, Limited
By: Sankaty Advisors, LLC as Collateral Manager
as a Lender
By: |
/s/ Timothy Barns |
|
||
|
Name: Timothy Barns |
|
||
|
Title: |
Senior Vice President |
||
Sankaty Advisors, LLC
as Collateral Manager for Race Point III CLO, Ltd. As Term Lender
as a Lender
By: |
/s/ Timothy Barns |
|
||
|
Name: Timothy Barns |
|
||
|
Title: |
Senior Vice President |
||
Whitehorse II, Ltd.
By: Whitehorse Capital Partners, L.P. as Collateral Manager
as a Lender
By: |
/s/ Ethan M. Underwood, CPA |
|
||
|
Name: Ethan M. Underwood, CPA |
|||
|
Title: |
Portfolio Manager |
|
|
Whitehorse III, Ltd.
By: Whitehorse Capital Partners, L.P. as Collateral Manager
as a Lender
By: |
/s/ Ethan M. Underwood, CPA |
|
||
|
Name: Ethan M. Underwood, CPA |
|||
|
Title: |
Portfolio Manager |
|
|
Morgan Stanley Prime Income Trust
as a Lender
By: |
/s/ Jinny K. Kim |
|
|
|
Name: Jinny K. Kim |
||
|
Title: Vice President |
|
|
Addision CDO Limited
By: |
Pacific Investment Management Company LLC |
as its Investment Advisor
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
Loan Funding III LLC
By: |
Pacific Investment Management Company LLC |
as its Investment Advisor
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
PIMCO Floating Rate Income Fund
By: |
Pacific Investment Management Company, LLC |
|
|
as its Investment Advisor, acting through Investors |
Fiduciary Trust Company in the Nominee Name of IFTCO
By: |
/s/ Mohan V. Phansalkar |
|
|
Name: Mohan V. Phansalkar |
Title: Managing Director |
PIMCO Floating Rate Strategy Fund
By: |
Pacific Investment Management Company, LLC |
|
|
as its Investment Advisor, acting through Investors |
Fiduciary Trust Company in the Nominee Name of IFTCO
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
SEQUILS-MAGNUM, LTD.
By: |
Pacific Investment Management Company LLC, |
as its Investment Advisor
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
Southport CLO, Limited
By: |
Pacific Investment Management Company LLC, |
as its Investment Advisor
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
Waveland INGOTS, LTD.
By: |
Pacific Investment Management Company LLC, |
as its Investment Advisor
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
Wrigley CDO, Ltd.
By: |
Pacific Investment Management Company LLC, |
as its Investment Advisor
By: |
/s/ Mohan V. Phansalkar |
|
|
|
Name: Mohan V. Phansalkar |
||
|
Title: Managing Director |
|
|
Apidos CDO I
as a Lender
By: |
/s/ John W. Stelwagon |
|
|
|
Name: John W. Stelwagon |
||
|
Title: Managing Director |
|
|
Apidos CDO II Warehouse
as a Lender
By: |
/s/ John W. Stelwagon |
|
|
|
Name: John W. Stelwagon |
||
|
Title: Managing Director |
|
|
Apidos CDO III Warehouse
as a Lender
By: |
/s/ John W. Stelwagon |
|
|
|
Name: John W. Stelwagon |
||
|
Title: Managing Director |
|
|
GOLDMAN SACHS CREDIT PARTNERS L.P.
as a Lender, Arranger and Syndication Agent
By: |
/s/ Bruce H. Mendelsohn |
|
|
|
Name: Bruce H, Mendelsohn |
||
|
Title: Authorized Signatory |
|
|
Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio,
as a Lender
By: |
/s/ John H. Costello |
|
|
|
Name: John H. Costello |
|
|
|
Title: Assistant Treasurer |
||
Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Funds,
as a Lender
By: |
/s/ John H. Costello |
|
|
|
Name: John H. Costello |
|
|
|
Title: Assistant Treasurer |
||
Ballyrock CDO I Limited
By: Ballyrock Investment Advisors LLC, as Collateral Manager,
as a Lender
By: |
/s/ Lisa Rymut |
|
|
|
Name: Lisa Rymut |
|
|
|
Title: Assistant Treasurer |
||
Ballyrock CDO II Limited
By: Ballyrock Investment Advisors LLC, as Collateral Manager,
as a Lender
By: |
/s/ Lisa Rymut |
|
|
|
Name: Lisa Rymut |
|
|
|
Title: Assistant Treasurer |
||
Ballyrock CDO III Limited
By: Ballyrock Investment Advisors LLC, as Collateral Manager,
as a Lender
By: |
/s/ Lisa Rymut |
|
|
|
Name: Lisa Rymut |
|
|
|
Title: Assistant Treasurer |
||
BANK OF SCOTLAND
as a Lender
By: |
/s/ Karen Weich |
|
|
|
Name: Karen Weich |
|
|
|
Title: Assistant Vice President |
||
Foothill Income Trust II, L.P.
By FIT II CP, LLC,its Gen Partner
as a Lender
By: |
/s/ Michael R. Bohannon |
|
|
|
Name: Michael R. Bohanon |
||
|
Title: Managing Member |
|
|
The Foothill Group, Inc.
as a Lender
By: |
/s/ Michael R. Bohannon |
|
|
|
Name: Michael R. Bohanon |
||
|
Title: SVP |
|
|
Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: |
/s/ Steven S. Oh |
Name: Steven S. Oh |
|
|
Title: |
Managing Director |
|
Galaxy II1, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: |
/s/ Steven S. Oh |
|
||
|
Name: Steven S. Oh |
|
||
|
Title: |
Managing Director |
||
Galaxy IV CLO, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: |
/s/ Steven S. Oh |
|
||
|
Name: Steven S. Oh |
|
||
|
Title: |
Managing Director |
||
Galaxy V CLO, Ltd.
By: AIG Global Investment Corp.
Its Collateral Manager
as a Lender
By: |
/s/ Steven S. Oh |
|
||
|
Name: Steven S. Oh |
|
||
|
Title: |
Managing Director |
||
SunAmerica Life Insurance Company
By: AIG Global Investment Corp.
Its Investment Adviser,
as a Lender
By: |
/s/ Steven S. Oh |
|
|
Name: Steven S. Oh |
Title: |
Managing Director |
SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.
Its : Investment Adviser,
as a Lender
By: |
/s/ Steven S. Oh |
|
||
|
Name: Steven S. Oh |
|
||
|
Title: |
Managing Director |
||
SATURN TRUST
By: AIG Global Investment Corp.
Its |
Investment Adviser, |
as a Lender
By: |
/s/ Steven S. Oh |
|
||
|
Name: Steven S. Oh |
|
||
|
Title: |
Managing Director |
||
Nuveen Tax Advantage Total Return Fund
By: |
Symphony Asset Management, LLC |
as a Lender
By: |
/s/Gunther M. Stein |
|
|
|
Name: Gunther M. Stein |
||
|
Title: Portfolio Manager |
|
|
Nuveen Floating Rate Income Fund Canada
By: |
Symphony Asset Management, LLC |
as a Lender
By: |
/s/Gunther M. Stein |
|
|
|
Name: Gunther M. Stein |
||
|
Title: Portfolio Manager |
|
|
Nuveen Floating Rate Income Fund
By: |
Symphony Asset Management, LLC |
as a Lender
By: |
/s/Gunther M. Stein |
|
|
|
Name: Gunther M. Stein |
||
|
Title: Portfolio Manager |
|
|
Nuveen Diversified Dividend Income Fund
By: |
Symphony Asset Management, LLC |
as a Lender
By: |
/s/Gunther M. Stein |
|
|
|
Name: Gunther M. Stein |
||
|
Title: Portfolio Manager |
|
|
Nuveen Floating Rate Income Opportunity Fund
By: |
Symphony Asset Management, LLC |
as a Lender
By: |
/s/Gunther M. Stein |
|
|
|
Name: Gunther M. Stein |
||
|
Title: Portfolio Manager |
|
|
Nuveen Senior Income Fund
By: |
Symphony Asset Management, LLC |
as a Lender
By: |
/s/Gunther M. Stein |
|
|
|
Name: Gunther M. Stein |
||
|
Title: Portfolio Manager |
|
|
KZH SOLEIL LLC,
as a Lender
By: |
/s/ Susan Lee |
Name: Susan Lee |
|
Title: Authorized Agent |
KZH SOLEIL-2 LLC,
as a Lender
By: |
/s/ Susan Lee |
|
|
|
Name: Susan Lee |
|
|
|
Title: Authorized Agent |
||
Citibank, N.A.
as a Lender
By: |
/s/ J. Judge |
|
|
|
Name: J. Judge |
||
|
Title: VP |
|
|
Franklin CLO III, Limited
as a Lender
By: |
/ s/ David Ardini |
|
|
Name: David Ardini |
|
|
Title: Vice President |
Franklin CLO IV, Limited
as a Lender
By: |
/ s/ David Ardini |
|
|
Name: David Ardini |
|
|
Title: Vice President |
Franklin CLO I, Limited
as a Lender
By: |
/ s/ David Ardini |
Name: David Ardini |
Title: Vice President |
Franklin CLO II, Limited
as a Lender
By: |
/ s/ David Ardini |
|
|
Name: David Ardini |
|
|
Title: Vice President |
FRANKLIN FLOATING RATE DAILY ACCESS FUND
as a Lender
By: |
/s/ Richard Hsu |
|
|
|
Name: Richard Hsu |
|
|
|
Title: Vice President |
||
Franklin Floating Rate Master Series
as a Lender
By: |
/s/ Richard Hsu |
|
|
|
Name: Richard Hsu |
|
|
|
Title: Vice President |
||
SUMITOMO MITSUI BANKING CORPORATION
as a Lender
By: |
/s/ David A. Buck |
|
|
|
Name: David A. Buck |
|
|
|
Title: Senior Vice President |
||
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
as a Lender
By: Four Corners Capital Management LLC, as Sub-Adviser
By: |
/s/ Adam Brown |
|
|
|
Name: Adam Brown |
|
|
|
Title: Senior Vice President |
||
SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
as a Lender
By: Four Corners Capital Management LLC, as Sub-Adviser
By: |
/s/ Adam Brown |
|
|
|
Name: Adam Brown |
|
|
|
Title: Senior Vice President |
||
FOUR CORNERS CLO 2005-I, LTD
as a Lender
By: Four Corners Capital Management LLC, as Collateral Manager
By: |
/s/ Adam Brown |
|
|
|
Name: Adam Brown |
|
|
|
Title: Senior Vice President |
||
FORTRESS PORTFOLIO TRUST
as a Lender
By: Four Corners Capital Management LLC, as Investment Manager
By: |
/s/ Adam Brown |
|
|
|
Name: Adam Brown |
|
|
|
Title: Senior Vice President |
||
Citigroup Investments Corporate Loan Fund Inc.
By: |
Citigroup Alternative Investments LLC |
as a Lender
By: |
/s/ Melanie Hanlon |
|
|
|
Name: Melanie Hanlon |
||
|
Title: Vice President |
|
|
EAGLE MASTER FUND LTD.
By: Citigroup Alternative Investments LLC, as Investment Manager for an on behalf of
Eagle Master Fund Ltd. |
as a Lender
By: |
/s/ Melanie Hanlon |
|
|
|
Name: Melanie Hanlon |
||
|
Title: Vice President |
|
|
NEMEAN CLO, LTD.
By: West Gate Horizons Advisors LLC, as Investment Manager
By: |
/s/ Cheryl Wasilewski |
|
|
|
Name: Cheryl Wasilewski |
||
|
Title: Sr. Credit Analyst |
|
|
ECL Loan Funding LLC for itself or
as agent for BCL2 Loan Funding LLC
By: |
/s/ Janet Haack |
|
|
|
Name: Janet Haack |
|
|
|
Title: As Attorney-In-Fact |
||
Bushnell CBNA Loan Funding LLC , for itself
Or as agent for Bushnell CPPI Loan Funding LLC
as Lender
By: |
/s/ Beata Konopko |
Name: Beata Konopko |
|
Title: As Attorney-In-Fact |
Trumbull THC2 Loan Funding LLC , for itself or as
Agent for Thrumbull THC2 CFP1 Loan Funding LLC.
as Lender
By: |
/s/ Beata Konopko |
|
|
|
Name: Beata Konopko |
|
|
|
Title: As Attorney-In-Fact |
||
Stedman CBNA Loan Funding LLC , for itself or as agent
for Stedman CFPI Loan Funding LLC
as Lender
By: |
/s/ Beata Konopko |
|
|
|
Name: Beata Konopko |
|
|
|
Title: As Attorney-In-Fact |
||
UBS LOAN FINANCE LLC,
as a Lender
By: |
/s/Richard L. Tavrow |
|
|
|
Name: Richard L. Tavrow |
||
|
Title: Director |
|
|
By: |
/s/ Toba Lumbantobing |
|
|
|
Name: Toba Lumbantobing |
||
|
Title: Associate Director |
|
|
DUNES FUNDING LLC
As a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
ELT LTD.
As a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
FOREST SPC LLC
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
KALDI FUNDING LLC
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
PINEHURST TRADING INC.
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
PPM MONARCH BAY FUNDING LLC
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
PPM SHADOW CREEK FUNDING LLC
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
PPM SPYGLASS FUNDING TRUST
as a Lender
By: |
/s/ Ann E. Morris |
|
|
|
Name: Ann E. Morris |
|
|
|
Title: Authorized Agent |
||
SEMINOLE FUNDING LLC
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
STANWICH LOAN FUNDING LLC
as a Lender
By: |
/s/ Anna M. Tallent |
|
|
|
Name: Anna M. Tallent |
|
|
|
Title: Assistant Vice President |
||
MERRILL LYNCH CAPITAL CORP.
as a Lender
By: |
/s/ Michael E. O'Brien |
|
|
|
Name: Michael E. OBrien |
||
|
Title: Vice President |
|
|
LightPoint CLO 2004-1, Ltd.
LightPoint CLO III, Ltd,
LightPoint CLO IV, Ltd.
as an Investor
By: |
/s/ Thomas A. Kramer |
|
|
Name: Thomas A. Kramer |
Title: Senior Managing Director & Chief Executive Officer
AVENUE CLO FUND, LIMITED ,
as a Lender
By: |
/s/ Richard DAddario |
|
|
|
Name: Richard DAddario |
|
|
|
Title: Senior Portfolio Manager |
||
AVENUE CLO II, LIMITED ,
as a Lender
By: |
/s/ Richard DAddario |
|
|
|
Name: Richard DAddario |
|
|
|
Title: Senior Portfolio Manager |
||
Acknowledged by:
MALL INTERMEDIATE HOLDING COMPANY, LLC,
a Delaware limited liability company
By: |
Venetian Casino Resort, LLC, as Managing Member |
|
|||||||
|
By: |
Las Vegas Sands, LLC, as Managing Member |
|
||||||
|
By: /s/ Bradley K. Serwin |
|
|||||||
|
Name: Bradley K. Serwin |
|
|||||||
|
Title: General Counsel & Secretary |
|
|||||||
LIDO INTERMEDIATE HOLDING COMPANY, LLC,
a Delaware limited liability company
By: |
Venetian Casino Resort, LLC, as Managing Member |
|
|||||||||
|
By: |
Las Vegas Sands, LLC, as Managing Member |
|
|
|||||||
|
By: |
/s/ Bradley K. Serwin |
|
||||||||
|
Name: Bradley K. Serwin |
|
|||||||||
|
Title: General Counsel & Secretary |
|
|||||||||
VENETIAN VENTURE DEVELOPMENT, LLC,
a Nevada limited liability company
By: |
Venetian Casino Resort, LLC, as Managing Member |
|
|||||||||
|
By: |
Las Vegas Sands, LLC, as Managing Member |
|
||||||||
|
By: |
/s/ Bradley K. Serwin |
|
||||||||
|
Name: Bradley K. Serwin |
|
|||||||||
|
Title: |
General Counsel & Secretary |
|
||||||||
VENETIAN OPERATING COMPANY LLC,
a Nevada limited liability company
By: |
Venetian Casino Resort, LLC, as Managing Member |
||||||||
|
By: |
Las Vegas Sands, LLC, as Managing Member |
|
||||||
|
By: |
/s/ Bradley K. Serwin |
|
||||||
|
Name: Bradley K. Serwin |
|
|||||||
|
Title: |
General Counsel & Secretary |
|
||||||
VENETIAN MARKETING, INC.,
a Nevada corporation
By: |
/s/ Bradley K. Serwin |
|
|||
|
Name: Bradley K. Serwin |
||||
|
Title: |
Secretary |
|
||
VENETIAN TRANSPORT LLC ,
a Delaware limited liability company
By: |
Las Vegas Sands, LLC, as Managing Member |
|
||||
|
By: |
/s/ Bradley K. Serwin |
|
|||
|
Name: Bradley K. Serwin |
|
||||
|
Title: General Counsel & Secretary |
|||||
LIDO CASINO RESORT, LLC,
a Nevada limited liability company
By: Lido Intermediate Holding Company, LLC, as Managing Member
|
By: |
Venetian Casino Resort, LLC, as Managing Member |
|
||||||
|
By: Las Vegas Sands, LLC, as Managing Member |
Member |
|
||||||
By: |
/s/ Bradley K. Serwin |
|
|||||||
|
Name: Bradley K. Serwin |
|
|||||||
|
Title: General Counsel & Secretary |
|
|||||||
AIRCRAFT INTERCHANGE AGREEMENT
This AIRCRAFT INTERCHANGE AGREEMENT (the " Agreement ") is made and entered into as of January 1, 2005, by and between Interface Operations LLC (" Interface "), and Las Vegas Sands Corp. (" LVSC ").
In consideration of the mutual promises, agreements, covenants, warranties, representations and provisions contained herein, the parties agree as follows:
1. Interchange of the Aircraft . Each party represents to the other party that such party owns, leases or otherwise has exclusive possession and control of the aircraft set forth next to such party's name in Exhibit A (any one or more of such aircraft shall be referred to as the " Aircraft "). Subject to the terms and conditions contained herein, each party shall make available to the other party its Aircraft, with a flight crew, on an as-available basis, in exchange for equal flight time on such other party's Aircraft, together with a charge calculated in accordance with section 8(a) and Exhibit A to reflect the differential cost of owning, operating and maintaining the aircraft listed in Exhibit A which shall be paid as set forth in section 8(b). This Agreement is intended to be an interchange agreement within the meaning of 14 C.F.R. Section 91.501(c)(2).
2. Term . The term of this Agreement (the " Term ") shall commence on the date of this Agreement and end one year thereafter (the " Expiration Date "). The Expiration Date (as it may be extended) shall be automatically extended by one year if neither party has given notice of non-renewal to the other at least 30 days before the then Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may terminate this Agreement on 30 days' notice, provided that such party is not then in default.
3. Delivery . Upon the request of a party to the other party, subject to the availability of such other party's Aircraft at the time of such request for the flights proposed by such party, such other party shall deliver its Aircraft to such party at such location as such party may reasonably request. LVSC acknowledges that Interface currently bases its Aircraft at McCarran International Airport, Las Vegas, Nevada and Interface acknowledges that LVSC currently bases its Aircraft at McCarran International Airport, Las Vegas, Nevada (each base with respect to an Aircraft, as such base may be changed from time to time, shall be referred to as a " Home Base ").
4. Return . On the earlier of the Expiration Date or the termination of this Agreement pursuant to section 14(a)(i) and, unless the other party agrees to the contrary, upon the conclusion of each flight of such other party's Aircraft on behalf of a party under this Agreement, such other party's Aircraft shall be returned to its Home Base or such other location as the parties may agree. For the sake of clarification, flight time to ferry an Aircraft to the delivery location specified by a party pursuant to section 3, and flights to return the Aircraft to the Home Base or such other location as the parties agree pursuant to this section 4, shall be deemed to be use of the Aircraft by such party.
|
|
|
5. |
Use of Aircraft . |
(a) Each party shall use the other party's Aircraft only for the transportation of its employees and guests and shall not obtain compensation for such transportation from any person.
(b) With respect to the use by a party of the other party's Aircraft under this Agreement, such party shall not violate, and such party shall not permit any of its employees, agents or guests to violate, any applicable law, regulation or rule of the United States, and state, territory or local authority, or any foreign government or subdivision thereof and such party shall not bring or cause to be brought or carried on board such other party's Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board such other party's Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article or substance in any jurisdiction into or over which such other party's Aircraft is to operate on behalf of such party.
(c) Each party shall, and each party shall cause its employees, agents and guests to, comply with all lawful instructions and procedures of the other party and its agents and employees regarding such other party's Aircraft, its operation or flight safety.
(d) Each party acknowledges that its discretion in determining the origin and destination of its flights on the other party's Aircraft under this Agreement shall be subject to the following: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by such other party with respect to such other party's Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading With the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq. and the Export Administration Act, 50 U.S.C. App. Section 2401 et seq.; (ii) the flights proposed by such party shall not cause (A) such other party's Aircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the " Code "), and (2) to fail to be operated to and from the United States within the meaning of Section 168(g)(4)(A) of the Code; or (B) any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement to be treated as derived from, or allocable to, sources without the United States within the meaning of Section 862 of the Code; or (C) such other party or such other party's Aircraft to become liable for any personal property, ad valorem, rental, sales, use, excise, value-added, leasing, leasing use, stamp, or other similar tax, levy, impost, duty, charge, fee or withholding; (iii) the proposed flights do not require the flight crew to exceed any flight or duty time limitations that such other party imposes upon its flight crews; and (iv) in the judgment of the such other party, the safety of flight is not jeopardized.
(e) Each party acknowledges that, if, in the opinion of the other party (including, its pilot-in-command), flight safety may be jeopardized, such other party may terminate a flight or refuse to commence it without liability for loss, injury or damage occasioned by such termination or refusal. Each party acknowledges that the other party
|
- 2 - |
|
shall not be liable for any loss, damage, cost or expense arising from or related to, directly or indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this Agreement, including, without limitation, when caused by government regulation, law or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies or any other cause beyond such other party's control.
(f) LVSC acknowledges that (i) Interface's Aircraft is owned by Yona Aviation Corp. (" Yona Aviation ") and is leased to Interface (the " G-III Lease "), and (ii) LVSC's rights in and to Interface's Aircraft under this Agreement are subject and subordinate to all terms of the G-III Lease and all rights of Yona Aviation in and to the Aircraft and under the G-III Lease, including, without limitation, the right of Yona Aviation to inspect and take possession of the Aircraft from time to time in accordance with the GIII-Lease and applicable law. LVSC acknowledges that Yona Aviation has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, Interface's Aircraft or any component thereof delivered to Interface, and Yona Aviation does not make any warranty of merchantability or fitness of Interface's Aircraft or any component thereof for any particular purpose, or any other representation or warranty, express or implied, with respect to Interface's Aircraft or component thereof.
6. Pilots . For all flights pursuant to this Agreement, each party shall cause its Aircraft to be operated by pilots who are duly qualified under the Federal Aviation Regulations, including without limitation, with respect to currency and type-rating, who meet all other requirements established and specified by the insurance policies required hereunder.
7. Operation and Maintenance Responsibilities . Each party shall be in operational control of its Aircraft for all flights on such Aircraft by the other party pursuant to this Agreement. As between the parties, each party shall be solely responsible for the operation and maintenance of its Aircraft.
8. |
Flight Specific Expenses . |
(a) The differential cost of operating the Aircraft shall include the differential amount of costs specifically incurred with respect to each flight (including ferry or positioning flights) that are not directly associated with operating the Aircraft, including:
(i) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight;
(ii) |
all expenses for flight planning and weather contract services; |
|
(iii) |
all expenses for catering and in-flight entertainment materials; |
(iv) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation;
|
- 3 - |
|
(v) |
all communications charges, including in-flight telephone. |
Costs specifically incurred for a flight are not intended to include costs ordinarily incurred with respect to the operation of the Aircraft such as: hangaring at the Home Base, insurance, crew training, crew salaries and benefits, maintenance, fuel and oil. Each party shall be responsible for arranging and paying for all passenger ground transportation and accommodation in connection with such party's use of the other party's Aircraft.
(b) Each party shall deliver to the other party an itemized statement of all costs described in section 8(a) and Exhibit A incurred in the previous month with respect to flights by the other party. If the amount of such costs incurred by LVSC exceeds the amount of such costs incurred by Interface, then Interface shall pay LVSC such excess no later than 30 days after receiving LVSC's statement of such costs. If the amount of such costs incurred by Interface exceeds the amount of such costs incurred by LVSC, then LVSC shall pay Interface such excess no later than 30 days after receiving Interface's statement. Each party shall, on request of the other party, provide documentation to support the amount of costs reflected on such party's statements.
9. |
Taxes . |
(a) Except for any taxes on, or measured by, the net income of a party imposed by the United States Government or any state or local government or taxing authority in the United States, which shall be the sole responsibility of such party, the other party shall pay to and indemnify such party and its employees and agents (collectively, the " Indemnitees ") for, and hold each Indemnitee harmless from and against, on an after-tax basis, all other income, franchise, gross receipts, rental, sales, use, excise, personal property, ad valorem, value added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines, or interest thereon (" Taxes ") arising out of such party's use of such other party's Aircraft and imposed against any Indemnitee, lessee, or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom, or upon or with respect to this Agreement. The indemnifying party shall have the right to contest any Taxes, provided that (a) the indemnifying party shall have given to such other party written notice of any such Taxes, which notice shall state that such Taxes are being contested by the indemnifying party in good faith with due diligence and by appropriate proceedings and that the indemnifying party has agreed to indemnify each Indemnitee against any cost, expense, liability or loss (including, without limitation, reasonable attorneys' fees) arising from or in connection with such contest; (b) in such other party's sole judgment, such other party has received adequate assurances of payment of such contested Taxes; and (c) counsel for such other party shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedings does not, in the sole opinion of such counsel, adversely affect the title, property or rights of such other party. In case any report or return is required to be made with respect to any Taxes, the indemnifying party will either (after notice to the other party) make such report or return in such manner as will show that such party owns, leases or otherwise has exclusive possession
|
- 4 - |
|
and control of the Aircraft and send a copy of such report or return to such other party or will notify such other party of such requirement and make such report or return in such manner as shall be satisfactory to such other party. Such other party agrees to cooperate fully with the indemnifying party in the preparation of any such report or return.
(b) Without limiting the generality of section 9(a), a party using the other party's Aircraft pursuant to this Agreement shall pay to such other party any federal excise taxes applicable with respect to such party's use, or such party's payment for such party's use, of such other party's Aircraft.
10. Insurance . Each party shall be responsible for all costs to maintain in effect, throughout the Term, insurance policies with respect to its Aircraft providing public liability, property and environmental damage coverage with a combined per occurrence limit of liability of no less than Three Hundred Million Dollars ($300,000,000) and medical expense coverage with a per person limit of liability of no less than Ten Thousand Dollars ($10,000) and providing such other coverages as such party deems appropriate. All insurance policies shall (a) name the other party as an additional insured with respect to such other party's use of such party's Aircraft, (b) not be subject to any offset by any other insurance carried by either party with respect to such other party's use of such party's Aircraft (except for any non-owned insurance coverage that a party may carry that is underwritten by the underwriter(s) of the other party's insurance policies), (c) contain a waiver by the insurer of any subrogation rights against such other party with respect to such other party's use of such party's Aircraft, (d) insure the interest of such other party, regardless of any breach or violation by the party holding the policy or of any other person (other than is solely attributable to the gross negligence or willful misconduct of such other party) of any warranty, declaration or condition contained in such policies, (e) provide that any cancellation or any reduction in the coverage shall not be effective as to such other party until 30 days (or, with respect to war risk insurance, 7 days or such shorter period as may then be customary on the London market, and with respect to cancellation on account of non-payment of premium, 10 days) after receipt by such other party of written notice from the insurer of such cancellation or reduction in coverage, and (f) include a severability of interests endorsement providing that such policy shall operate in the same manner (except for the limits of coverage) as if there were a separate policy covering each insured.
Each party shall submit a copy of this Agreement to the issuer(s) of the insurance policies such party maintains in accordance with this section 10 and shall cause such issuer(s) to provide to the other party a certificate of insurance evidencing compliance with the requirements of this section 10.
11. |
Loss or Damage |
(a) Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents, shareholders, members, managers and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging such party's negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys' fees) or damages (collectively, " Claims "), whether or not such other party may also be indemnified as to any such Claim by any other person, in any way relating
|
- 5 - |
|
to or arising out of such party's breach of this Agreement; any damage (other than ordinary wear and tear) to such other party's Aircraft caused by the indemnifying party, its employees, agents or guests.
(b) In the event of loss, theft, confiscation, damage to or destruction of an Aircraft, or any engine or part thereof, from any cause whatsoever (a " Casualty Occurrence ") occurring at any time when a party is using the other party's Aircraft under this Agreement, such party shall furnish such information and execute such documents as may be necessary or reasonably required by such other party or applicable law. Such party shall cooperate fully in any investigation of any claim or loss processed by such other party under such other party's aircraft insurance policy(ies) and in seeking to compel the relevant insurance company or companies to pay any such claims.
(c) In the event of loss or destruction of all or substantially all of either Aircraft, or damage to either Aircraft that causes it to be irreparable in the opinion of its owner or any insurance carrier providing hull coverage with respect to such Aircraft, or in the event of confiscation or seizure of either Aircraft, this Agreement shall automatically terminate as to such Aircraft and shall terminate as to the other Aircraft when the owner of such Aircraft has used such other Aircraft at least as many hours as the owner of such other Aircraft used the Aircraft prior to such loss, destruction, damage, confiscation or seizure; provided, however, that such termination shall not terminate either party's obligation to cooperate with the other party in seeking to compel the relevant insurance company or companies to pay claims arising from such loss, destruction, damage, confiscation or seizure; provided, further, that the termination of this Agreement shall not affect either party's obligation to pay the other party all accrued and unpaid amounts due hereunder. Except as specifically provided in this section 11(c), this Agreement shall not terminate, and the obligations of neither party shall be affected by reason of any Casualty Occurrence.
12. Representations and Warranties. Each party represents, warrants and agrees as follows:
(a) Authorization . Each party has all necessary powers to enter into the transactions contemplated in this Agreement and has taken all actions required to authorize and approve this Agreement.
(b) Identification . Each party shall keep a legible copy of this Agreement on board the other party's Aircraft at all times when such party is using such other party's Aircraft.
(c) As-Is Condition: Each party acknowledges that the other party has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, such other party's Aircraft or any component thereof, and such other party makes no warranty of merchantability or fitness of such other party's Aircraft or any component thereof for any particular purpose or as to title to such other party's Aircraft or component thereof, or any other representation or warranty, express or implied, with respect to such other party's Aircraft or component thereof.
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13. Event of Default . The following shall constitute an Event of Default by a party:
(a) Such party shall not have made payment of any amount due under section 1 or section 8 within 10 days after the same shall become due; or
(b) Such party shall have failed to perform or observe (or cause to be performed or observed) any other covenant or agreement required to be performed under this Agreement, and such failure shall continue for 20 days after written notice thereof from the other party to such party; or
(c) Such party (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit of creditors, (iv) seeks relief under any bankruptcy law or similar law for the protection of debtors, (v) suffers a petition of bankruptcy filed against it that is not dismissed within 30 days, or (vi) suffers a receiver or trustee to be appointed for itself or any of its assets, and such is not removed within 30 days.
14. |
Default Remedies |
(a) Upon the occurrence of any Event of Default by a party, the other party may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as such other party in its sole discretion shall elect:
(i) By notice in writing, terminate this Agreement, whereupon all rights of the defaulting party to the use of such other party's Aircraft or any part thereof shall absolutely cease and terminate, but the defaulting party shall remain liable as hereinafter provided; and thereupon the defaulting party, if so requested by such other party, shall, at the defaulting party's expense, promptly return the Aircraft to such other party as required by Section 4, or such other party, at its option, may enter upon the premises where its Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise. The defaulting party specifically authorizes the other party's entry upon any premises where such other party's Aircraft may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of such other party's Aircraft. The defaulting party shall forthwith pay to the other party an amount equal to the total of all accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained by such other party by reason of any default by the defaulting party under this Agreement.
(ii) Perform or cause to be performed any obligation, covenant or agreement of the defaulting party hereunder. The defaulting party agrees to pay all costs and expenses incurred by the other party for such performance and acknowledges that such performance by such other party shall not be deemed to cure the Event of Default.
(b) The defaulting party shall be liable for and pay to the other party all costs, charges and expenses, including reasonable attorneys' fees and disbursements, incurred by the other party by reason of the occurrence of any Event of Default or the exercise of such other party's remedies with respect thereto.
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15. |
General Provisions |
(a) Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the construction or interpretation of this Agreement.
(b) Partial Invalidity . If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to other persons, shall remain in full force and effect.
(c) Waiver . With regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence, and (iii) waiver by any party of the time for performance of any act or condition hereunder does not constitute waiver of the act or condition itself.
(d) Notices . Any notice or other communication required or permitted under this Agreement shall be in writing and be deemed duly given upon actual receipt when delivered personally, by mail, by a courier service that provides delivery receipts, or by facsimile (provided that the original is delivered promptly in accordance with this section 15(d). Notices shall be addressed as specified in writing by the relevant party from time to time and shall initially be as follows:
To LVSC at: |
Las Vegas Sands Corp. |
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: General Counsel
Fax: |
(702) 733-5088 |
Tel.: |
(702) 733-5631 |
To Interface at: |
Interface Operations LLC |
300 First Avenue
Needham, Massachusetts 02494
Attn: Stephen J. OConnor
Fax: |
(781) 449-6616 |
Tel. |
(781) 449-6500 |
No objection may be made to the manner of delivery of any notice or other communication in writing actually received by a party.
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(e) Massachusetts Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, regardless of the choice of law provisions of Massachusetts or any other jurisdiction.
(f) Entire Agreement . This Agreement (including the attached exhibits) constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement and supersedes any prior or contemporaneous agreements, representations and understandings, whether written or oral, of or between the parties with respect to the subject matter of this Agreement. There are no representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to herein.
(g) Amendment . This Agreement may be amended only by a written agreement signed by all of the parties.
(h) Binding Effect; Assignment . This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and assigns; provided, however, that neither party shall assign any of its rights under this Agreement, and any such purported assignment shall be null, void and of no effect.
(i) Attorneys' Fees . Should any action (including any proceedings in a bankruptcy court) be commenced between any of the parties to this Agreement or their representatives concerning any provision of this Agreement or the rights of any person or entity thereunder, solely as between the parties or their successors, the party or parties prevailing in such action as determined by the court shall be entitled to recover from the other party all of its costs and expenses incurred in connection with such action (including, without limitation, fees, disbursements and expenses of attorneys and costs of investigation).
(j) Remedies Not Exclusive . No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other remedies.
(k) No Third Party Rights . Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.
(l) Counterparts . This Agreement may be executed in one or more counterparts, each of which independently shall be deemed to be an original, and all of which together shall constitute one instrument. The parties may exchange executed copies transmitted by telecopier, provided the executed originals are forwarded in accordance with section 15(d).
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(m) Expenses . Each party shall bear all of its own expenses in connection with the negotiation, execution and delivery of this Agreement.
(n) Broker/Finder Fees . Each party represents that it has dealt with no broker or finder in connection with the transaction contemplated by this Agreement and that no broker or other person is entitled to any commission or finder's fee in connection therewith. Each party agrees to indemnify and hold harmless the other against any loss, liability, damage, cost, claim or expense incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party.
(o) Relationship of the Parties . Nothing contained in this Agreement shall in any way create any association, partnership, joint venture, or principal-and-agent relationship between the parties hereto or be construed to evidence the intention of the parties to constitute such.
(p) Limitation of Liability . Each party agrees to rely solely on the insurance maintained by both parties pursuant to section 10 for coverage of any liability for claims by its passengers or third parties for any liability for property damage or personal injury arising from such party's use of the Aircraft. Further, neither party shall enforce any judgment against the other party for property damage or personal injury arising in connection with the other party's performance of this Agreement in excess of the proceeds of the other party's insurance policies described in section 10, provided that such other party maintained the insurance coverages as required by section 10. Each party waives any and all claims, rights and remedies against the other party, whether express or implied, or arising by operation of law or in equity, for any punitive, exemplary, indirect, incidental or consequential damages whatsoever arising out of this Agreement, and whether or not such party was or should have been aware or advised of the possibility of such damage.
(q) Survival . All representations, warranties, covenants and agreements, set forth in sections 1 (only the first sentence) 4, 5(a), 5(e), 8, 9, 11, 12, 14, 15 of this Agreement shall survive the expiration or termination of this Agreement.
16. |
Truth-In-Leasing |
(a) DURING THE TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT (OR, IF SHORTER, THE PERIOD FROM THE DATE OF DELIVERY FROM THE MANUFACTURER), LVSC'S AIRCRAFT HAVE BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS (" FAR "), AND INTERFACE'S AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. EACH PARTY ACKNOWLEDGES THAT LVSC'S AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT INTERFACE'S AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.
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(b) EACH PARTY ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF ITS AIRCRAFT FOR FLIGHTS UNDER THIS AGREEMENT. EACH PARTY FURTHER CERTIFIES THAT SUCH PARTY UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
(c) AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the day and year first written above.
LVSC : |
INTERFACE : |
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Las Vegas Sands Corp. |
Interface Operations LLC |
By: |
Bradley K. Serwin |
By: |
Sheldon G. Adelson |
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Title: |
General Counsel and Secretary |
Title: |
President and CEO |
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EXHIBIT A
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AIRCRAFT TIME SHARING AGREEMENT
This AIRCRAFT TIME SHARING AGREEMENT (the "Agreement") is made and entered into as of January 1, 2005, by and between Interface Operations LLC, a Delaware limited liability company ("Provider"), and Las Vegas Sands Corp., a Nevada corporation ("Recipient").
In consideration of the mutual promises, agreements, covenants, warranties, representations and provisions contained herein, the parties agree as follows:
1. Time Sharing of the Aircraft . Subject to the terms and conditions of this Agreement, Provider shall provide Recipient with transportation services on a non-exclusive basis using Provider's aircraft identified as a Gulfstream G-III59A, serial number 351, U.S. registration number N623MS (the "Aircraft"). This Agreement is intended to be a time sharing agreement within the meaning of 14 C.F.R. Section 91.501(c)(1).
2. Term . The term of this Agreement (the "Term") shall commence on the date of this Agreement and end on December 31, 2006 (the "Expiration Date"). The Expiration Date (as it may be extended) shall be automatically extended by one year if neither party has given notice of non-renewal to the other at least thirty (30) days before the then Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may terminate this Agreement on thirty (30) days' notice, provided that such party is not then in default, and this Agreement shall terminate automatically upon termination of the Lease (as defined in section 6(f).
3. Delivery to Recipient . Upon the request of Recipient, subject to the availability of the Aircraft as determined by Provider, Provider shall make the Aircraft available to Recipient at such location as Recipient may reasonably request. Recipient acknowledges that Provider currently bases the Aircraft at McCarran International Airport, Las Vegas, Nevada (the "Base").
4. |
Fee . |
(a) Recipient shall pay to Provider, for Recipient's use of the Aircraft during the Term the following amounts (referred to collectively as the Fee) within 30 days of receipt of an invoice from Provider or its representative with respect to such use:
(i) |
twice the cost of the fuel, oil and other additives consumed; |
(ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight;
(iii) |
all expenses for catering and in-flight entertainment materials; |
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(iv) |
all expenses for flight planning and weather contract services; |
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(v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation; and
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(vi) |
all communications charges, including in-flight telephone. |
(b) Recipient shall be responsible for arranging and paying for all passenger ground transportation and accommodation in connection with Recipient's use of the Aircraft.
(c) For the sake of clarification, flights to ferry the Aircraft to the delivery location specified by Recipient pursuant to section 3, and flights to return the Aircraft to the Base or such other location as the parties agree pursuant to section 5, shall be deemed to be use of the Aircraft by Recipient.
5. Return to Base . On the earlier of the Expiration Date or the termination of this Agreement pursuant to section 16(a)(i) and, unless Provider agrees to the contrary, upon the conclusion of each flight of the Aircraft by Recipient under this Agreement, the Aircraft shall be returned to the Base or such other location as Provider and Recipient may agree.
6. |
Use of Aircraft . |
(a) Recipient shall use the Aircraft only for the transportation of its directors, officers, employees and guests and shall not obtain compensation for such transportation from any person.
(b) Recipient shall not violate, and shall not permit any of its employees, agents or guests to violate, any applicable law, regulation or rule of the United States, or any state, territory or local authority thereof, or any foreign government or subdivision thereof, and shall not bring or cause to be brought or carried on board the Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article of substance in any jurisdiction into or over which the Aircraft is to operate on behalf of Recipient.
(c) Recipient shall, and shall cause its employees, agents and guests to, comply with all lawful instructions and procedures of Provider and its agents and employees regarding the Aircraft, its operation or flight safety.
(d) Recipient acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following limitations: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by Provider with respect to the Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading With the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701 et seq. and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.; (ii) the flights proposed by Recipient shall not cause (A) the Aircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) to fail to be operated to and from
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the United States within the meaning of Section 168(g)(4)(A) of the Code; or (B) any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement to be treated as derived from, or allocable to, sources without the United States within the meaning of Section 862 of the Code; (iii) the proposed flights do not require the flight crew to exceed any flight or duty time limitations that Provider imposes upon its flight crews; and (iv) in the judgment of Provider, the safety of flight is not jeopardized.
(e) Recipient acknowledges that, if, in the view of Provider (including, its pilot-in-command), flight safety may be jeopardized, Provider may terminate a flight or refuse to commence it without liability for loss, injury or damage occasioned by such termination or refusal. Recipient further acknowledges that, in accordance with applicable Federal Aviation Regulations (FAR), the qualified flight crew provided by Provider will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder and Recipient specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgement of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability for loss, injury, damage or delay to Recipient or any other person. Recipient acknowledges and agrees that Provider shall not be liable under any circumstances for delay or failure to furnish the Aircraft and crew pursuant to this Agreement or for any loss, damage, cost or expense arising from or related to, directly or indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this Agreement, including, but not limited to, when caused by government regulation, law or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies or any other cause beyond Providers control.
(f) Recipient acknowledges that (i) the Aircraft is owned by Yona Aviation Corp., ("Owner"), and is leased to Provider pursuant to that certain Aircraft Lease Agreement by and between Owner and Provider (the "Lease") and (ii) the rights of Recipient in and to the Aircraft are subject and subordinate to all terms of the Lease and all rights of Owner in and to the Aircraft under the Lease, including without limitation the right of Owner to inspect and take possession of the Aircraft from time to time in accordance with the Lease and applicable law.
Accordingly, Recipient (i) waives any right that it might have to any notice of Owner's intention to inspect, take possession or exercise any other right or remedy in respect of the Aircraft or under the Lease, (ii) waives, as against Owner, all rights to any set-off, defense, counterclaim or cross-claim that it may hold against Provider and (iii) acknowledges that, upon a default of Provider under the Lease, Recipient shall have no further rights in and to the Aircraft.
Recipient acknowledges that Owner has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, and Owner makes no warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or
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component thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or component thereof.
7. Pilots . For all flights of the Aircraft by Recipient pursuant to this Agreement, Provider shall cause the Aircraft to be operated by pilots who are duly qualified under the Federal Aviation Regulations, including without limitation, with respect to currency and type-rating, and who meet all other requirements established and specified by the insurance policies required hereunder.
8. Operation and Maintenance Responsibilities of Provider . Provider shall be in operational control of the Aircraft at all times during the Term and shall operate the Aircraft under FAR Part 91. Provider shall be solely responsible for the operation and maintenance of the Aircraft.
9. Liens . Recipient shall not directly or indirectly create or incur any liens on or with respect to (i) the Aircraft or any part thereof, (ii) Owner's title thereto, (iii) any interest of Provider or Owner therein, (and Recipient will promptly, at its own expense, take such action as may be necessary to discharge any such lien), except (a) the respective rights of Provider and Recipient as herein provided and (b) liens created by or caused to be created by Owner or Provider.
10. |
Taxes . |
(a) Except for any taxes on, or measured by, the net income of Provider imposed by the United States government or any state or local government or taxing authority in the United States, which shall be the sole responsibility of Provider, Recipient shall pay to and indemnify Provider and its employees and agents (collectively, the "Indemnitees") for, and hold each Indemnitee harmless from and against, on an after-tax basis, all other income, personal property, ad valorem, franchise, gross receipts, rental, sales, use, excise, value-added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines, or interest thereon ("Taxes") arising out of the transactions between Provider and Recipient contemplated by this Agreement or Recipients use of the Aircraft and imposed against any Indemnitee, Recipient, or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof, or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom. Recipient shall have the right to contest any Taxes attributable to Recipient; provided that (a) Recipient shall have given to Provider written notice of any such Taxes, which notice shall state that such Taxes are being contested by Recipient in good faith with due diligence and by appropriate proceedings and that Recipient has agreed to indemnify each Indemnitee against any cost, expense, liability or loss (including, without limitation, reasonable attorneys' fees) arising from or in connection with such contest; (b) in Provider's sole judgment, Provider has received adequate assurances of payment of such contested Taxes; and (c) counsel for Provider shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedings does not, in the sole opinion of such counsel, adversely affect the title, property or rights of Provider. In case any report or return
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is required to be made with respect to any Taxes attributable to Recipients use of the Aircraft, Recipient will either (after notice to Provider) make such report or return in such manner as will show the ownership of the Aircraft in Owner and send a copy of such report or return to Provider, or will notify Provider of such requirement and make such report or return in such manner as shall be satisfactory to Provider. Provider agrees to cooperate fully with Recipient in the preparation of any such report or return.
(b) Without limiting the generality of the foregoing, Recipient shall pay to Provider any federal excise taxes applicable to Recipient's use, or Recipient's payment for Recipient's use, of the Aircraft.
11. Insurance . Provider shall maintain in effect at its own expense throughout the Term, insurance policies containing such provisions and providing such coverages as Provider deems appropriate. All insurance policies shall (a) name Recipient as an additional insured, (b) not be subject to any offset by any other insurance carried by Provider or Recipient, (c) contain a waiver by the insurer of any subrogation rights against any of Recipient, (d) insure the interest of Recipient, regardless of any breach or violation by the Provider or of any other person (other than is solely attributable to the gross negligence or willful misconduct of Recipient) of any warranty, declaration or condition contained in such policies, and (e) include a severability of interests endorsement providing that such policy shall operate in the same manner (except for the limits of coverage) as if there were a separate policy covering each insured.
12. |
Loss or Damage |
(a) Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, agents, shareholders, members, managers and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging Provider's negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys' fees) or damages (collectively, "Claims"), whether or not Provider may also be indemnified as to any such Claim by any other person, to the extent relating to or arising out of Recipient's breach of this Agreement or any damage (other than ordinary wear and tear) to the Aircraft caused by Recipient, its employees or guests.
(b) In the event of loss, theft, confiscation, damage to or destruction of the Aircraft, or any engine or part thereof, from any cause whatsoever (a "Casualty Occurrence") occurring at any time when Recipient is using the Aircraft under this Agreement, Recipient shall furnish such information and execute such documents as may be necessary or required by Provider or applicable law. Recipient shall cooperate fully in any investigation of any claim or loss processed by Provider under the Aircraft insurance policy/policies and in seeking to compel the relevant insurance company or companies to pay any such claims.
(c) In the event of total loss or destruction of all or substantially all of the Aircraft, or damage to the Aircraft that causes it to be irreparable in the opinion of Provider or any insurance carrier providing hull coverage with respect to the Aircraft, or in the event of confiscation or seizure of the Aircraft, this Agreement shall automatically terminate;
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provided, however, that such termination of this Agreement shall not terminate the obligation of Recipient to cooperate with Provider in seeking to compel the relevant insurance company or companies to pay claims arising from such loss, destruction, damage, confiscation or seizure; provided, further, that the termination of this Agreement shall not affect the obligation of Recipient to pay Provider all accrued and unpaid Fee and all other accrued and unpaid amounts due hereunder.
(d) For the sake of clarification, the Aircraft shall be deemed not available to Recipient after any Casualty Occurrence until such time thereafter as Provider has returned the Aircraft to service. Provider shall have no obligation to return the Aircraft to service after any Casualty Occurrence.
13. Representations, Warranties and Agreements of Recipient . Recipient represents, warrants and agrees as follows:
(a) Authorization . Recipient has all necessary powers to enter into the transactions contemplated in this Agreement and has taken all actions required to authorize and approve this Agreement.
(b) Identification . Recipient shall keep a legible copy of this Agreement in the Aircraft at all times when Recipient is using the Aircraft.
(c) As-Is Condition. Recipient acknowledges that Provider has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, and Provider makes no warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or component thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or component thereof.
14. Representations, Warranties and Agreements of Provider . Provider represents, warrants and agrees as follows:
(a) Authorization . Provider has all necessary powers to enter into the transaction contemplated in this Agreement and has taken all action necessary to authorize and approve this Agreement.
(b) FAA Registration . The Aircraft's registration with the FAA names Owner as the owner of the Aircraft.
15. |
Event of Default . The following shall constitute an Event of Default: |
(a) Recipient shall not have made payment of any amount due under section 4 within ten (10) days after the same shall become due; or
(b) Recipient shall have failed to perform or observe (or cause to be performed or observed) any other covenant or agreement required to be performed under this Agreement and such failure shall continue for twenty (20) days after written notice thereof from Provider to Recipient; or
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(c) Recipient (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit of creditors, (iv) seeks relief under any bankruptcy law or similar law for the protection of debtors, (v) suffers a petition of bankruptcy filed against it that is not dismissed within thirty (30) days, or (vi) suffers a receiver or trustee to be appointed for itself or any of its assets, and such is not removed within thirty (30) days.
16. |
Provider's Remedies |
(a) Upon the occurrence of any Event of Default, Provider may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Provider in its sole discretion shall elect:
(i) By notice in writing, terminate this Agreement, whereupon all rights of Recipient to the use of the Aircraft or any part thereof shall absolutely cease and terminate, but Recipient shall remain liable as provided in this Agreement and Provider, at its option, may enter upon the premises where the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise. Recipient specifically authorizes Provider's entry upon any premises where the Aircraft may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft. Recipient shall forthwith pay to Provider an amount equal to the total accrued and unpaid Fee and all other accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained by Provider by reason of any default by Recipient under this Agreement.
(b) Recipient shall be liable for all costs, charges and expenses, including reasonable attorneys' fees and disbursements, incurred by Provider by reason of the occurrence of any Event of Default or the exercise of Provider's remedies with respect thereto.
17. |
General Provisions |
(a) Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the construction or interpretation of this Agreement.
(b) Partial Invalidity . If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to other persons, shall remain in full force and effect.
(c) Waiver . With regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence, and (iii) waiver by any
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party of the time for performance of any act or condition hereunder does not constitute waiver of the act or condition itself.
(d) Notices . Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed duly given upon actual receipt, if delivered personally or by telecopy; or three (3) days following deposit in the United States mail, if deposited with postage pre-paid, return receipt requested, and addressed to such address as may be specified in writing by the relevant party from time to time, and which shall initially be as follows:
To Recipient at: |
Las Vegas Sands Corp. |
3355 Las Vegas Blvd. South
Las Vegas, Nevada 89109
Attn: General Counsel
Fax: (702) 733-5088
Tel.: (702) 733-5631
To Provider at: |
Interface Operations LLC |
300 First Avenue
Needham, Massachusetts 02494
Attn: Stephen J. OConnor
Fax: |
(781) 449-6616 |
Tel. |
(781) 449-6500 |
No objection may be made to the manner of delivery of any notice or other communication in writing actually received by a party.
(e) Massachusetts Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, regardless of the choice of law provisions of Massachusetts or any other jurisdiction.
(f) Entire Agreement . This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement and supersedes any prior or contemporaneous agreements, representations and understandings, whether written or oral, of or between the parties with respect to the subject matter of this Agreement. There are no representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to herein.
(g) Amendment . This Agreement may be amended only by a written agreement signed by all of the parties.
(h) Binding Effect; Assignment . This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and assigns; provided, however, that Recipient may not assign any of its rights under this Agreement, and any such purported assignment shall be null, void and of no effect.
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(i) Attorneys' Fees . Should any action (including any proceedings in a bankruptcy court) be commenced between any of the parties to this Agreement or their representatives concerning any provision of this Agreement or the rights of any person or entity thereunder, solely as between the parties or their successors, the party or parties prevailing in such action as determined by the court shall be entitled to recover from the other party all of its costs and expenses incurred in connection with such action (including, without limitation, fees, disbursements and expenses of attorneys and costs of investigation).
(j) Remedies Not Exclusive . No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other remedies.
(k) No Third Party Rights . Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.
(l) Counterparts . This Agreement may be executed in one or more counterparts, each of which independently shall be deemed to be an original, and all of which together shall constitute one instrument.
(m) Expenses . Each party shall bear all of its own expenses in connection with the negotiation, execution and delivery of this Agreement.
(n) Broker/Finder Fees . Each party represents that it has dealt with no broker or finder in connection with the transaction contemplated by this Agreement and that no broker or other person is entitled to any commission or finder's fee in connection therewith. Provider and Recipient each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, claim or expense incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party.
(o) Relationship of the Parties . Nothing contained in this Agreement shall in any way create any association, partnership, joint venture, or principal-and-agent relationship between the parties hereto or be construed to evidence the intention of the parties to constitute such.
(p) Limitation of Damages . Recipient waives any and all claims, rights and remedies against Provider, whether express or implied, or arising by operation of law or in equity, for any punitive, exemplary, indirect, incidental or consequential damages whatsoever arising out of this Agreement.
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(q) Survival . All representations, warranties, covenants and agreements, set forth in sections 4, 5, 6(a), 6(e), 6(f), 9, 10, 12, 13, 14, 16, and 17 of this Agreement shall survive the expiration or termination of this Agreement.
18. |
Truth-In-Leasing |
(a) THE PARTIES HAVE REVIEWED THE AIRCRAFT'S MAINTENANCE RECORDS AND OPERATING LOGS AND HAVE FOUND THAT, DURING THE PRECEDING TWELVE MONTHS (OR, IF SHORTER, THE PERIOD SINCE THE AIRCRAFT WAS MANUFACTURED) THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. RECIPIENT ACKNOWLEDGES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.
(b) RECIPIENT ACKNOWLEDGES THAT PROVIDER IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR FLIGHTS UNDER THIS AGREEMENT. PROVIDER AND RECIPIENT EACH CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
(c) RECIPIENT UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the day and year first written above.
PROVIDER |
RECIPIENT |
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INTERFACE OPERATIONS LLC |
LAS VEGAS SANDS CORP. |
By: |
Bradley K. Serwin |
By: |
Sheldon G. Adelson |
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Title: |
General Counsel and Secretary |
Title: |
President and CEO |
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EXHIBIT 31.1
I, Sheldon G. Adelson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: November 14, 2005
By: /s/ Sheldon G. Adelson Name: Sheldon G. Adelson Title: Chief Executive Officer |
EXHIBIT 31.2
I, Scott D. Henry, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: November 14, 2005
By: /s/ Scott D. Henry Name: Scott D. Henry Title: Senior Vice President and Chief Financial Officer |
Exhibit 32.1
In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the Report), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp. |
Date: November 14, 2005
By: /s/ Sheldon G. Adelson Name: Sheldon G. Adelson Title: Chief Executive Officer |
Exhibit 32.2
In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the Report), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp. |
Date: November 14, 2005
By: /s/ Scott D. Henry Name: Scott D. Henry Title: Senior Vice President and Chief Financial Officer |