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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
Form 10-Q
_________________________________________________________
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2022
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number 001-32373
_________________________________________________________
LAS VEGAS SANDS CORP.
(Exact name of registration as specified in its
charter)
_________________________________________________________
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Nevada |
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27-0099920 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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3883 Howard Hughes Parkway, Suite 550 |
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Las
Vegas, |
Nevada |
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89169 |
(Address of principal executive offices) |
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(Zip Code) |
(702) 923-9000
(Registrant’s telephone number, including area code)
_______________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.001 par value) |
LVS |
New York Stock Exchange |
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
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Accelerated Filer |
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Non-accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the
Registrant’s classes of common stock, as of the latest practicable
date.
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Class |
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Outstanding at July 20, 2022 |
Common Stock ($0.001 par value) |
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764,156,081 shares |
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 6. |
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PART I FINANCIAL INFORMATION
ITEM 1 —
FINANCIAL STATEMENTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30,
2022 |
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December 31,
2021 |
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(In millions, except par value)
(Unaudited) |
ASSETS |
Current assets: |
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Cash and cash equivalents |
$ |
6,452 |
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$ |
1,854 |
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Restricted cash and cash equivalents |
16 |
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16 |
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Accounts receivable, net of provision for credit losses of $211 and
$232
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158 |
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202 |
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Inventories |
24 |
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22 |
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Prepaid expenses and other |
120 |
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113 |
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Current assets of discontinued operations held for sale |
— |
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3,303 |
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Total current assets |
6,770 |
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5,510 |
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Loan receivable |
1,200 |
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— |
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Property and equipment, net |
11,498 |
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11,850 |
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Deferred income taxes, net |
189 |
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297 |
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Leasehold interests in land, net |
2,090 |
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2,166 |
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Intangible assets, net |
67 |
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19 |
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Other assets, net |
245 |
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217 |
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Total assets |
$ |
22,059 |
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$ |
20,059 |
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LIABILITIES AND EQUITY |
Current liabilities: |
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Accounts payable |
$ |
76 |
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$ |
77 |
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Construction payables |
201 |
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227 |
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Other accrued liabilities |
1,234 |
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1,334 |
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Income taxes payable |
439 |
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32 |
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Current maturities of long-term debt |
73 |
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74 |
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Current liabilities of discontinued operations held for
sale |
— |
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821 |
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Total current liabilities |
2,023 |
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2,565 |
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Other long-term liabilities |
358 |
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352 |
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Deferred income taxes |
157 |
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173 |
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Long-term debt |
15,306 |
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14,721 |
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Total liabilities |
17,844 |
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17,811 |
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Commitments and contingencies (Note 9)
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Equity: |
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Preferred stock, $0.001 par value, 50 shares authorized, zero
shares issued and outstanding
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— |
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— |
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Common stock, $0.001 par value, 1,000 shares authorized, 833 shares
issued, 764 shares outstanding
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1 |
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1 |
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Treasury stock, at cost, 69 shares
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(4,481) |
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(4,481) |
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Capital in excess of par value |
6,665 |
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6,646 |
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Accumulated other comprehensive loss |
(86) |
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(22) |
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Retained earnings (deficit) |
2,092 |
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(148) |
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Total Las Vegas Sands Corp. stockholders’ equity |
4,191 |
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1,996 |
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Noncontrolling interests |
24 |
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252 |
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Total equity |
4,215 |
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2,248 |
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Total liabilities and equity |
$ |
22,059 |
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$ |
20,059 |
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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(In millions, except per share data)
(Unaudited) |
Revenues: |
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Casino |
$ |
709 |
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$ |
843 |
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$ |
1,336 |
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$ |
1,708 |
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Rooms |
97 |
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115 |
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192 |
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211 |
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Food and beverage |
63 |
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50 |
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116 |
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106 |
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Mall |
148 |
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148 |
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297 |
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304 |
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Convention, retail and other |
28 |
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17 |
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47 |
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40 |
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Net revenues |
1,045 |
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1,173 |
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1,988 |
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2,369 |
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Operating expenses: |
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Casino |
445 |
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574 |
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913 |
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1,152 |
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Rooms |
41 |
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42 |
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84 |
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84 |
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Food and beverage |
73 |
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60 |
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138 |
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131 |
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Mall |
19 |
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16 |
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37 |
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31 |
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Convention, retail and other |
24 |
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19 |
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46 |
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41 |
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Provision for credit losses |
2 |
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2 |
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6 |
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6 |
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General and administrative |
238 |
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219 |
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456 |
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444 |
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Corporate |
55 |
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56 |
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114 |
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105 |
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Pre-opening |
3 |
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4 |
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7 |
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9 |
|
Development |
22 |
|
|
37 |
|
|
82 |
|
|
46 |
|
Depreciation and amortization |
256 |
|
|
258 |
|
|
520 |
|
|
513 |
|
Amortization of leasehold interests in land |
14 |
|
|
14 |
|
|
28 |
|
|
28 |
|
Loss on disposal or impairment of assets |
— |
|
|
11 |
|
|
6 |
|
|
14 |
|
|
1,192 |
|
|
1,312 |
|
|
2,437 |
|
|
2,604 |
|
Operating loss |
(147) |
|
|
(139) |
|
|
(449) |
|
|
(235) |
|
Other income (expense): |
|
|
|
|
|
|
|
Interest income |
14 |
|
|
1 |
|
|
18 |
|
|
2 |
|
Interest expense, net of amounts capitalized |
(162) |
|
|
(158) |
|
|
(318) |
|
|
(312) |
|
Other income (expense) |
(9) |
|
|
10 |
|
|
(31) |
|
|
(7) |
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
(304) |
|
|
(286) |
|
|
(780) |
|
|
(552) |
|
Income tax (expense) benefit |
(110) |
|
|
6 |
|
|
(112) |
|
|
(8) |
|
Net loss from continuing operations |
(414) |
|
|
(280) |
|
|
(892) |
|
|
(560) |
|
Discontinued operations: |
|
|
|
|
|
|
|
Income (loss) from operations of discontinued operations, net of
tax |
— |
|
|
38 |
|
|
46 |
|
|
(24) |
|
Gain on disposal of discontinued operations, net of tax |
— |
|
|
— |
|
|
2,861 |
|
|
— |
|
Adjustment to gain on disposal of discontinued operations, net of
tax |
(3) |
|
|
— |
|
|
(3) |
|
|
— |
|
Income (loss) from discontinued operations, net of tax |
(3) |
|
|
38 |
|
|
2,904 |
|
|
(24) |
|
Net income (loss) |
(417) |
|
|
(242) |
|
|
2,012 |
|
|
(584) |
|
Net loss attributable to noncontrolling interests from continuing
operations |
127 |
|
|
50 |
|
|
228 |
|
|
114 |
|
Net income (loss) attributable to Las Vegas Sands Corp. |
$ |
(290) |
|
|
$ |
(192) |
|
|
$ |
2,240 |
|
|
$ |
(470) |
|
Earnings (loss) per share - basic and diluted: |
|
|
|
|
|
|
|
Loss from continuing operations |
$ |
(0.38) |
|
|
$ |
(0.30) |
|
|
$ |
(0.87) |
|
|
$ |
(0.59) |
|
Income (loss) from discontinued operations, net of income
taxes |
— |
|
|
0.05 |
|
|
3.80 |
|
|
(0.03) |
|
Net income (loss) attributable to Las Vegas Sands Corp. |
$ |
(0.38) |
|
|
$ |
(0.25) |
|
|
$ |
2.93 |
|
|
$ |
(0.62) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
Basic and diluted |
764 |
|
|
764 |
|
|
764 |
|
|
764 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions)
(Unaudited) |
Net income (loss) |
$ |
(417) |
|
|
$ |
(242) |
|
|
$ |
2,012 |
|
|
$ |
(584) |
|
Currency translation adjustment |
(61) |
|
|
6 |
|
|
(65) |
|
|
(36) |
|
Cash flow hedge fair value adjustment |
6 |
|
|
— |
|
|
— |
|
|
— |
|
Total comprehensive income (loss) |
(472) |
|
|
(236) |
|
|
1,947 |
|
|
(620) |
|
Comprehensive loss attributable to noncontrolling
interests |
125 |
|
|
49 |
|
|
229 |
|
|
115 |
|
Comprehensive income (loss) attributable to Las Vegas Sands
Corp. |
$ |
(347) |
|
|
$ |
(187) |
|
|
$ |
2,176 |
|
|
$ |
(505) |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Las Vegas Sands Corp. Stockholders’ Equity |
|
|
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Capital in
Excess of
Par Value |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Retained
Earnings (Deficit) |
|
Noncontrolling
Interests |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
(Unaudited) |
Balance at March 31, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,629 |
|
|
$ |
(11) |
|
|
$ |
535 |
|
|
$ |
504 |
|
|
$ |
3,177 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(192) |
|
|
(50) |
|
|
(242) |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
|
— |
|
|
1 |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
— |
|
|
— |
|
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,634 |
|
|
$ |
(6) |
|
|
$ |
343 |
|
|
$ |
455 |
|
|
$ |
2,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,611 |
|
|
$ |
29 |
|
|
$ |
813 |
|
|
$ |
565 |
|
|
$ |
3,538 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(470) |
|
|
(114) |
|
|
(584) |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(35) |
|
|
— |
|
|
(1) |
|
|
(36) |
|
Exercise of stock options
|
— |
|
|
— |
|
|
15 |
|
|
— |
|
|
— |
|
|
4 |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
— |
|
|
— |
|
|
8 |
|
|
— |
|
|
— |
|
|
1 |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,634 |
|
|
$ |
(6) |
|
|
$ |
343 |
|
|
$ |
455 |
|
|
$ |
2,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,656 |
|
|
$ |
(29) |
|
|
$ |
2,382 |
|
|
$ |
148 |
|
|
$ |
4,677 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(290) |
|
|
(127) |
|
|
(417) |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(61) |
|
|
— |
|
|
— |
|
|
(61) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge fair value adjustment |
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
2 |
|
|
6 |
|
Stock-based compensation
|
— |
|
|
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
1 |
|
|
11 |
|
Tax withholding on vesting of equity awards |
— |
|
|
— |
|
|
(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,665 |
|
|
$ |
(86) |
|
|
$ |
2,092 |
|
|
$ |
24 |
|
|
$ |
4,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,646 |
|
|
$ |
(22) |
|
|
$ |
(148) |
|
|
$ |
252 |
|
|
$ |
2,248 |
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,240 |
|
|
(228) |
|
|
2,012 |
|
Currency translation adjustment
|
— |
|
|
— |
|
|
— |
|
|
(64) |
|
|
— |
|
|
(1) |
|
|
(65) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
— |
|
|
— |
|
|
20 |
|
|
— |
|
|
— |
|
|
1 |
|
|
21 |
|
Tax withholding on vesting of equity awards |
— |
|
|
— |
|
|
(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
$ |
1 |
|
|
$ |
(4,481) |
|
|
$ |
6,665 |
|
|
$ |
(86) |
|
|
$ |
2,092 |
|
|
$ |
24 |
|
|
$ |
4,215 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
|
|
|
|
(In millions)
(Unaudited) |
Cash flows from operating activities from continuing
operations: |
|
|
|
Net loss from continuing operations |
$ |
(892) |
|
|
$ |
(560) |
|
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
Depreciation and amortization |
520 |
|
|
513 |
|
Amortization of leasehold interests in land |
28 |
|
|
28 |
|
Amortization of deferred financing costs and original issue
discount |
28 |
|
|
25 |
|
|
|
|
|
Change in fair value of derivative asset/liability |
(1) |
|
|
— |
|
|
|
|
|
Loss on disposal or impairment of assets |
5 |
|
|
6 |
|
Stock-based compensation expense |
20 |
|
|
9 |
|
Provision for credit losses |
6 |
|
|
6 |
|
Foreign exchange loss |
31 |
|
|
6 |
|
Deferred income taxes |
(47) |
|
|
(27) |
|
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
35 |
|
|
84 |
|
Other assets |
6 |
|
|
4 |
|
|
|
|
|
Accounts payable |
(1) |
|
|
(20) |
|
Other liabilities |
(428) |
|
|
(179) |
|
|
|
|
|
Net cash used in operating activities from continuing
operations |
(690) |
|
|
(105) |
|
Cash flows from investing activities from continuing
operations: |
|
|
|
|
|
|
|
Capital expenditures |
(335) |
|
|
(448) |
|
Proceeds from disposal of property and equipment |
6 |
|
|
6 |
|
Acquisition of intangible assets and other |
(103) |
|
|
— |
|
Net cash used in investing activities from continuing
operations |
(432) |
|
|
(442) |
|
Cash flows from financing activities from continuing
operations: |
|
|
|
Proceeds from exercise of stock options |
— |
|
|
19 |
|
|
|
|
|
Tax withholding on vesting of equity awards |
(1) |
|
|
— |
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt (Note 4) |
700 |
|
|
505 |
|
Repayments of long-term debt (Note 4) |
(35) |
|
|
(34) |
|
Payments of financing costs |
(9) |
|
|
(8) |
|
|
|
|
|
Transactions with discontinued operations |
5,032 |
|
|
50 |
|
Net cash generated from financing activities from continuing
operations |
5,687 |
|
|
532 |
|
Cash flows from discontinued operations: |
|
|
|
Net cash generated from operating activities |
149 |
|
|
78 |
|
Net cash generated from (used in) investing activities |
4,883 |
|
|
(28) |
|
Net cash provided (to) by continuing operations and (used in)
financing activities |
(5,032) |
|
|
(51) |
|
Net cash used in discontinued operations |
— |
|
|
(1) |
|
Effect of exchange rate on cash, cash equivalents and restricted
cash |
(22) |
|
|
(10) |
|
Increase (decrease) in cash, cash equivalents and restricted
cash |
4,543 |
|
|
(26) |
|
Cash, cash equivalents and restricted cash at beginning of
period |
1,925 |
|
|
2,137 |
|
Cash, cash equivalents and restricted cash at end of
period |
6,468 |
|
|
2,111 |
|
Less: cash, cash equivalents and restricted cash at end of period
for discontinued operations |
— |
|
|
(38) |
|
Cash, cash equivalents and restricted cash at end of period for
continuing operations |
$ |
6,468 |
|
|
$ |
2,073 |
|
Supplemental disclosure of cash flow information |
|
|
|
Cash payments for interest, net of amounts capitalized |
$ |
278 |
|
|
$ |
290 |
|
Cash payments for taxes, net of refunds |
$ |
344 |
|
|
$ |
81 |
|
Change in construction payables |
$ |
(26) |
|
|
$ |
(135) |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Organization and Business of Company
The accompanying condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements
and notes thereto included in the
Annual Report on Form 10-K
of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its
subsidiaries (collectively the “Company”) for the year ended
December 31, 2021, and have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted pursuant to such
rules and regulations; however, the Company believes the
disclosures herein are adequate to make the information presented
not misleading. In the opinion of management, all adjustments and
normal recurring accruals considered necessary for a fair statement
of the results for the interim period have been included. The
interim results reflected in the unaudited condensed consolidated
financial statements are not necessarily indicative of expected
results for the full year.
COVID-19 Pandemic Update
In early January 2020, an outbreak of a respiratory illness caused
by a novel coronavirus (“COVID-19”) was identified and the disease
spread rapidly across the world causing the World Health
Organization to declare the outbreak of a pandemic on March 12,
2020 (the “COVID-19 Pandemic”).
Governments around the world mandated actions to contain the spread
of the virus that included stay-at-home orders, quarantines,
capacity limits, closures of non-essential businesses, including
entertainment activities, and significant restrictions on travel.
The government actions varied based upon a number of factors,
including the extent and severity of the COVID-19 Pandemic within
their respective countries and jurisdictions.
Macao
Visitation to the Macao Special Administrative Region (“Macao”) of
the People’s Republic of China (“China”) has remained substantially
below pre-COVID-19 levels as a result of various government
policies limiting or discouraging travel. Other than people from
mainland China who in general may enter Macao without quarantine
subject to them holding the appropriate travel documents, a
negative COVID-19 test result issued within a specified time period
and a green health-code, there remains in place a complete ban on
entry or a need to undergo various quarantine requirements
depending on the person’s residency and recent travel history. The
Company’s operations in Macao will continue to be impacted and
subject to changes in the government policies of Macao, China, Hong
Kong and other jurisdictions in Asia addressing travel and public
health measures associated with COVID-19.
Following an outbreak in Macao in mid-June, the Macao government
announced a series of preventative measures. These included closure
of a range of government, public and social facilities, with
restaurants only permitted to offer take away services. Residential
and commercial buildings with confirmed COVID-19 cases have been
required to implement various levels of access control. In addition
to the health safeguards already in place, the government has
implemented a series of mass nucleic acid and rapid antigen tests
for the general population. Management is currently unable to
determine when these measures will be eased or cease to be
necessary.
The Company’s Macao gaming operations remained open during the six
months ended June 30, 2022. Guest visitation to the properties,
however, was adversely affected during the six months ended June
30, 2022 due to the various outbreaks that occurred in Shanghai,
Hong Kong, Guangdong and Macao, which resulted in tighter travel
restrictions.
On July 9, 2022, the Macao government issued executive order
115/2022 ordering casinos and all non-essential businesses to close
from July 11 to July 18 in an attempt to control a recent outbreak
of COVID-19 in Macao. On July 16, 2022, the Macao government
announced an extension of this executive order through July 22. On
July 20, 2022, the Macao government announced a consolidation
period, which would start on July 23, 2022 and end on July 30, 2022
whereby certain business activities will be allowed to resume
limited operations, clarifying that casino operations could resume
but with a maximum capacity of 50% of casino staff working at any
point in time. The timing and manner in which our casinos,
restaurants and shopping malls will reopen and/or operate at full
capacity are currently unknown.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
As with prior periods, in support of the Macao government’s
initiatives to fight the COVID-19 Pandemic, throughout the six
months ended June 30, 2022 and in June in particular the Company
has provided both towers of the Sheraton Grand Macao hotel and also
The Parisian Macao hotel to the Macao government to house
individuals for quarantine and medical observation
purposes.
The Company’s ferry operations between Macao and Hong Kong remain
suspended. The timing and manner in which the Company’s ferry
operations will be able to resume are currently
unknown.
The Company’s operations in Macao have been significantly impacted
by the reduced visitation to Macao. The Macao government announced
total visitation from mainland China to Macao decreased
approximately 12.2% and 78.1%, during the six months ended June 30,
2022, as compared to the same period in 2021 and 2019
(pre-pandemic), respectively. The Macao government also announced
gross gaming revenue decreased approximately 46.4% and 82.4%,
during the six months ended June 30, 2022, as compared to the same
period in 2021 and 2019, respectively.
Singapore
In Singapore, Vaccinated Travel Lanes (“VTLs”) were introduced for
a number of key source markets in November and December of 2021 for
vaccinated visitors with a negative COVID-19 test. Due to the
emergence of the Omicron variant, however, new ticket sales for the
VTLs were suspended on December 23, 2021 through January 20, 2022.
The VTL program was terminated on March 31, 2022, and the
Vaccinated Travel Framework (“VTF”) was launched on April 1, 2022,
to facilitate the resumption of travel for all travelers, including
short-term visitors. Under the VTF, all fully vaccinated travelers
and non-fully vaccinated children aged 12 and below are permitted
to enter Singapore, without entry approvals or taking VTL transport
and starting April 26, 2022, these travelers are no longer required
to take a COVID-19 test before departing for Singapore. Operations
at Marina Bay Sands will continue to be impacted and subject to
changes in the government policies of Singapore and other
jurisdictions in Asia addressing travel and public health measures
associated with COVID-19.
Visitation to Marina Bay Sands continues to be impacted by the
effects of the COVID-19 Pandemic; however, visitation has since
increased since restrictions have been lifted. The Singapore
Tourism Board (“STB”) announced total visitation to Singapore
increased from approximately 119,000 in 2021 to 1.5 million in 2022
on a year-to-date basis, while visitation decreased 83.9% when
compared to the same period in 2019.
Summary
The disruptions arising from the COVID-19 Pandemic continued to
have a significant adverse impact on the Company’s financial
condition and operations during the six months ended June 30, 2022.
The duration and intensity of this global health situation and
related disruptions are uncertain. Given the dynamic nature of
these circumstances, the impact on the Company’s consolidated
results of operations, cash flows and financial condition in 2022
will be material, but cannot be reasonably estimated at this time
as it is unknown when the impact of the COVID-19 Pandemic will end,
when or how quickly the current travel and operational restrictions
will be modified or cease to be necessary and the resulting impact
on the Company’s business and the willingness of tourism patrons to
spend on travel and entertainment and business patrons to spend on
MICE.
While each of the Company’s properties were open with some
operating at reduced levels due to lower visitation and required
safety measures in place during the six months ended June 30, 2022,
the current economic and regulatory environment on a global basis
and in each of the Company’s jurisdictions continue to evolve. The
Company cannot predict the manner in which governments will react
as the global and regional impact of the COVID-19 Pandemic changes
over time, which could significantly alter the Company’s current
operations.
The Company has a strong balance sheet and sufficient liquidity in
place, including total cash and cash equivalents balance, excluding
restricted cash and cash equivalents, of $6.45 billion and access
to $1.50 billion, $1.04 billion and $423 million of available
borrowing capacity from the LVSC Revolving Facility, 2018 SCL
Revolving Facility and the 2012 Singapore Revolving Facility,
respectively, as of June 30, 2022. The Company believes it is able
to support continuing operations, complete the major construction
projects that are underway, proceed with the Macao concession
renewal process and respond to the current COVID-19 Pandemic
challenges.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company has taken various mitigating measures to manage through
the current environment, including a cost and capital expenditure
reduction program to minimize cash outflow for non-essential
items.
Macao Subconcession
Gaming in Macao is administered by the government through
concession agreements awarded to three different concessionaires
and three subconcessionaires, of which Venetian Macau Limited
(“VML,” a subsidiary of Sands China Ltd.) is one. On June 23, 2022,
an extension was approved and authorized by the Macao government
and executed between VML and Galaxy Casino, S.A., pursuant to which
the subconcession has been extended from June 26, 2022 to December
31, 2022. VML paid the Macao government
47 million patacas (approximately $6 million at exchange
rates in effect on June 30, 2022) and will provide a bank guarantee
by September 23, 2022 of 2.31 billion patacas (approximately
$286 million at exchange rates in effect on June 30, 2022) to
secure the fulfillment of VML's payment
obligations towards its employees should VML be unsuccessful in
tendering for a new concession contract after its subconcession
expires.
In order to enable VML to fulfill the relevant requirements to
become eligible to obtain the subconcession extension as mentioned
above, each of VML, Venetian Cotai Limited (“VCL”) and Venetian
Orient Limited (“VOL”) entered into a letter of undertaking
(“Undertakings”), pursuant to which each of VML, VCL and VOL has
undertaken, pursuant to article 40 of the Gaming Law and article 43
of VML’s subconcession agreement, to revert to the Macao government
relevant gaming equipment and gaming areas (as identified in the
Undertakings) without compensation and free of any liens or charges
upon the expiry of the term of the subconcession extension period.
The total casino areas and supporting areas subject to reversion is
approximately 136,000 square meters, representing approximately
4.7% of the total property area of these entities.
On June 21, 2022, the Macao Legislative Assembly passed a draft
bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming
law, which was published in the Macao Official Gazette on June 22,
2022 as Law No. 7/2022, and became effective on June 23, 2022 (the
"Gaming Law"). Certain changes to the Gaming Law include a
reduction in the term of future gaming concessions to ten (10)
years; authorization of up to six (6) gaming concession contracts;
an increase in the minimum capital contribution of
concessionaires
to 5 billion patacas (approximately
$619 million
at exchange rates in effect on June 30, 2022);
an increase in the percentage of the share capital of the
concessionaire that must be held by the local managing director to
15%; a requirement that casinos be located in real estate owned by
the concessionaire; and a prohibition of revenue sharing
arrangements between gaming promoters and
concessionaires.
On July 5, 2022, the Macao government published Administrative
Regulation No. 28/2022 – Amendment of Administrative Regulation No.
26/2001, which sets forth the regulations governing the upcoming
tender for gaming concessions in Macao. The regulation includes
details on the process of bidding for the gaming concessions,
qualifications of the companies bidding and the criteria for
granting them. The Company continues to believe it will be
successful in extending the term of its subconcession and/or
obtaining a new gaming concession when its current subconcession
expires; however, it is possible the Macao government could further
change or interpret the associated gaming laws in a manner that
could negatively impact the Company.
Under the Company's Sands China Ltd. (“SCL”) senior notes
indentures, upon the occurrence of any event resulting from any
change in the Gaming Law (as defined in the indentures) or any
action by the gaming authority after which none of SCL or any of
its subsidiaries own or manage casino or gaming areas or operate
casino games of fortune and chance in Macao in substantially the
same manner as they were owning or managing casino or gaming areas
or operating casino games as at the issue date of the SCL senior
notes, for a period of 30 consecutive days or more, and such event
has a material adverse effect on the financial condition, business,
properties or results of operations of SCL and its subsidiaries,
taken as a whole, each holder of the SCL senior notes would have
the right to require the Company to repurchase all or any part of
such holder's SCL senior notes at par, plus any accrued and unpaid
interest (the "Investor Put Option").
Additionally, under the 2018 SCL Credit Facility, the events that
trigger an Investor Put Option under the SCL senior notes (as
described above) would be an event of default, which may result in
commitments being immediately
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
cancelled, in whole or in part, and the related outstanding
balances and accrued interest, if any, becoming immediately due and
payable.
The subconcession not being further extended or renewed and the
potential impact if holders of the notes and the agent have the
ability to, and make the election to, accelerate the repayment of
the Company's debt would have a material adverse effect on the
Company's business, financial condition, results of operations and
cash flows. The Company intends to follow the process for a
concession renewal as indicated above.
Marina Bay Sands Gaming License
In April 2022, the Company paid 72 million Singapore
dollars ("SGD," approximately $53 million at
exchange rates in effect at the time of the transaction) to the
Singapore Casino Regulatory Authority as part of the process to
renew its gaming license at Marina Bay Sands, which will now expire
in April 2025.
Subsequent Event
On July 11, 2022, the Company entered into an intercompany term
loan agreement with SCL, a related party, in the amount of
$1.0 billion, which is repayable on July 11, 2028. In the
first two years from July 11, 2022, SCL will have the option to
elect to pay cash interest at 5% per annum or payment-in-kind
interest at 6% per annum by adding the amount of such interest to
the then-outstanding principal amount of the loan, following which
only cash interest at 5% per annum will be payable. This loan is
unsecured, subordinated to all third party unsecured indebtedness
and other obligations of SCL and its subsidiaries and is eliminated
in consolidation.
Recent Accounting Pronouncements
The Company’s management has evaluated all of the recently issued,
but not yet effective, accounting standards that have been issued
or proposed by the Financial Accounting Standards Board (“FASB”) or
other standards-setting bodies through the filing date of these
financial statements and does not believe the future adoption of
any such pronouncements will have a material effect on the
Company’s financial position, results of operations and cash
flows.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 2 — Discontinued Operations
On February 23, 2022, the Company completed the previously
announced sale of its Las Vegas real property and operations (the
“Closing”), including The Venetian Resort Las Vegas and the Sands
Expo and Convention Center (collectively referred to as the “Las
Vegas Operations”), to VICI Properties L.P. (“PropCo”) and Pioneer
OpCo, LLC (“OpCo”) for an aggregate purchase price of approximately
$6.25 billion (the “Las Vegas Sale”). Under the terms of the
agreements related to the Las Vegas Sale, OpCo acquired
subsidiaries that hold the operating assets and liabilities of the
Las Vegas Operations for approximately $1.05 billion in cash,
subject to certain post-closing adjustments, and $1.20 billion
in seller financing in the form of a six-year term loan credit and
security agreement (the “Seller Financing Loan Agreement”) and
PropCo acquired subsidiaries that hold the real estate and real
estate-related assets of the Las Vegas Operations for approximately
$4.0 billion in cash.
Upon closing, the Company received approximately $5.05 billion
in cash proceeds, before transaction costs and working capital
adjustments of $77 million, and recognized a gain on disposal
of $3.61 billion, before income tax expense of
$750 million, during the six months ended June 30,
2022.
As there is no continuing involvement between the Company and the
Las Vegas Operations, the Company accounted for the transaction as
a sale of a business. The Company concluded the Las Vegas
Operations met the criteria for held for sale and discontinued
operations beginning in the first quarter of 2021. As a result, the
Las Vegas Operations is presented in the accompanying condensed
consolidated statements of operations and cash flows as a
discontinued operation for all periods presented. The Company
reported the operating results and cash flows related to the Las
Vegas Operations through February 22, 2022. Current and non-current
assets and liabilities of the Las Vegas Operations as of December
31, 2021, are presented in the accompanying condensed consolidated
balance sheets as current assets and liabilities held for
sale.
Unless otherwise noted, amounts and disclosures throughout these
Notes to Consolidated Financial Statements relate to the Company's
continuing operations.
Contingent Lease Support Agreement
On February 23, 2022, in connection with the Closing, the Company
and OpCo entered into a post-closing contingent lease support
agreement (the “Contingent Lease Support Agreement”) pursuant to
which, among other things, the Company may be required to make
certain payments (“Support Payments”) to OpCo.
The Support Payments are payable on a monthly basis following the
Closing through the year ending December 31, 2023, based upon the
performance of the Las Vegas Operations relative to certain agreed
upon target metrics and subject to quarterly and annual
adjustments. The target metrics are measured against a benchmark
annual EBITDAR (as defined in the Contingent Lease Support
Agreement) of the Las Vegas Operations equal to $250 million
for the period beginning July 1, 2022 and ending December 31, 2022,
and $500 million for the period beginning January 1, 2023 and
ending December 31, 2023. The Company’s payment obligations are
subject to an annual cap equal to $125 million for the annual
period beginning July 1, 2022 and ending December 31, 2022, and
$250 million for the annual period beginning January 1, 2023
and ending December 31, 2023. Each monthly Support Payment is
subject to a prorated cap based on the annual cap. No Support
Payments were made for the period post-Closing through June 30,
2022.
Seller Financing Loan Agreement
At the Closing, the Company, as lender, OpCo, as borrower, the
parent company of OpCo (“Holdings”) and certain subsidiaries of
OpCo, as guarantors party thereto (collectively, and with Holdings,
the “Guarantors” and, together with OpCo in its capacity as
borrower, the “Loan Parties”), entered into the Seller Financing
Loan Agreement. Refer to “Note 3 — Loan Receivable” for further
information.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The following table represents summarized balance sheet information
of assets and liabilities of the discontinued
operation:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
|
|
|
|
|
|
(In millions) |
|
|
|
|
Cash
and cash equivalents |
|
|
$ |
55 |
|
Accounts receivable, net of provision for credit losses of
$58
|
|
|
126 |
|
Inventories |
|
|
9 |
|
Prepaid expenses and other |
|
|
23 |
|
Property and equipment, net |
|
|
2,864 |
|
|
|
|
|
Other assets, net |
|
|
226 |
|
Total held for sale assets in the balance sheet |
|
|
$ |
3,303 |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
$ |
24 |
|
Construction payables |
|
|
8 |
|
Other accrued liabilities |
|
|
318 |
|
Long-term debt |
|
|
2 |
|
Deferred amounts related to mall sale transactions |
|
|
338 |
|
Other long-term liabilities |
|
|
131 |
|
Total held for sale liabilities in the balance sheet |
|
|
$ |
821 |
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The following table represents summarized income statement
information of discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
2022(1)
|
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Revenues: |
|
|
|
|
|
|
|
Casino |
$ |
— |
|
|
$ |
110 |
|
|
$ |
61 |
|
|
$ |
163 |
|
Rooms |
— |
|
|
107 |
|
|
78 |
|
|
152 |
|
Food and beverage |
— |
|
|
52 |
|
|
43 |
|
|
76 |
|
Convention, retail and other |
— |
|
|
21 |
|
|
46 |
|
|
38 |
|
Net revenues |
— |
|
|
290 |
|
|
228 |
|
|
429 |
|
Resort operations expenses |
— |
|
|
151 |
|
|
107 |
|
|
262 |
|
Provision for credit losses |
— |
|
|
3 |
|
|
3 |
|
|
3 |
|
General and administrative |
— |
|
|
85 |
|
|
55 |
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
— |
|
|
— |
|
|
— |
|
|
25 |
|
Loss on disposal or impairment of assets |
— |
|
|
1 |
|
|
— |
|
|
3 |
|
Operating income (loss) |
— |
|
|
50 |
|
|
63 |
|
|
(24) |
|
|
|
|
|
|
|
|
|
Interest expense |
— |
|
|
(4) |
|
|
(2) |
|
|
(7) |
|
Other income (expense) |
— |
|
|
2 |
|
|
(3) |
|
|
1 |
|
Income (loss) from operations of discontinued
operations |
— |
|
|
48 |
|
|
58 |
|
|
(30) |
|
Gain on disposal of discontinued operations |
— |
|
|
— |
|
|
3,611 |
|
|
— |
|
Adjustment to gain on disposal of discontinued
operations(2)
|
(3) |
|
|
— |
|
|
(3) |
|
|
— |
|
Income (loss) from discontinued operations, before income
tax |
(3) |
|
|
48 |
|
|
3,666 |
|
|
(30) |
|
Income tax (expense) benefit |
— |
|
|
(10) |
|
|
(762) |
|
|
6 |
|
Net income (loss) from discontinued operations presented in the
statement of operations |
$ |
(3) |
|
|
$ |
38 |
|
|
$ |
2,904 |
|
|
$ |
(24) |
|
|
|
|
|
|
|
|
|
Adjusted Property EBITDA |
$ |
— |
|
|
$ |
51 |
|
|
$ |
63 |
|
|
$ |
4 |
|
__________________________
(1) Includes the Las Vegas Operations
financial results for the period from January 1, 2022 through
February 22, 2022.
(2) Relates to the finalization of the
working capital adjustment pursuant to the terms of the related
agreements.
For the 53-day period ended
February 22, 2022
and for the six months ended June 30, 2021, the Company’s Las Vegas
Operations were classified as a discontinued operation held for
sale. The Company applied the intraperiod tax allocation rules to
allocate the provision for income taxes between continuing
operations and discontinued operations using the “with and without”
approach. The Company calculated income tax expense from all
financial statement components (continuing and discontinued
operations), the “with” computation, and compared that to the
income tax expense attributable to continuing operations, the
“without” computation. The difference between the “with” and
“without” computations was allocated to discontinued
operations.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company’s effective income tax rate from discontinued
operations was 20.8% and (20.0)% for the six months ended June 30,
2022 and 2021, respectively, which reflects the application of the
“with and without” approach consistent with intraperiod tax
allocation rules. The income tax on discontinued operations
reflects a 21% corporate income tax rate on the Company’s Las Vegas
Operations. The cash income tax expense as if the discontinued
operations was a standalone enterprise and a separate taxpayer is
$803 million. The Company files a U.S. consolidated income tax
return inclusive of the discontinued operations which allows the
income from discontinued operations to utilize net operating loss
carryforwards and operating losses from continuing operations, U.S.
foreign tax credits and charitable contribution carryforwards. As
of June 30, 2022, the Company recorded a U.S. cash tax payable of
$282 million inclusive of the gain on sale of the Las Vegas
Operations, after the payment of two installments in April and
June, 2022 totaling $324 million, with the remaining
installments to be paid on September 15 and December 15,
2022.
Note 3 — Loan Receivable
Seller Financing Loan Agreement
At the Closing, the Company and the Loan Parties entered into the
Seller Financing Loan Agreement. The Seller Financing Loan
Agreement provides for a
six-year senior secured term loan facility in an aggregate
principal amount of $1.20 billion (the “Seller Loan”) at the
date of the Closing. The Seller Loan is guaranteed by the
Guarantors and secured by a first-priority lien on substantially
all of the Loan Parties’ assets (subject to customary exceptions
and limitations), including a leasehold mortgage from OpCo over
certain real estate that was sold to PropCo at the Closing and
leased by OpCo.
The Seller Loan will bear interest at a rate equal to 1.50% per
annum for the calendar years ending December 31, 2022 and 2023, and
4.25% per annum for each calendar year thereafter, subject to an
increase of 1.00% per annum for any interest OpCo elects to pay by
increasing the principal amount of the Seller Loan prior to January
1, 2024, and an increase of 1.50% per annum for any such election
during the calendar year ending December 31, 2024. Any interest to
be paid after December 31, 2024, will be paid in cash.
The Seller Financing Loan Agreement contains certain customary
representations and warranties and covenants, subject to customary
exceptions and thresholds. The Seller Financing Loan Agreement’s
negative covenants restrict the ability of the Loan Parties and
their subsidiaries to, among other things, (i) incur debt, (ii)
create certain liens on their assets, (iii) dispose of their
assets, (iv) make investments or restricted payments, including
dividends, (v) merge, liquidate, dissolve, change their business or
consolidate with other entities and (vi) enter into affiliate
transactions.
The Seller Financing Loan Agreement also contains customary events
of default, including payment defaults, cross defaults to material
debt, bankruptcy and insolvency, breaches of covenants and
inaccuracy of representations and warranties, subject to customary
grace periods. Upon an event of default, the Company may declare
any then-outstanding amounts due and payable and exercise other
customary remedies available to a secured lender.
Loan receivables are carried at the outstanding principal amount. A
provision for credit loss on loan receivables is established when,
based on current information and events, it is probable that the
Company will be unable to collect all amounts due according to the
contractual terms of the loan agreement. The Company determines
this by considering several factors, including the credit risk and
current financial condition of the borrower, the borrower’s ability
to pay current obligations, historical trends, and economic and
market conditions. The Company performs a credit quality assessment
on the loan receivable on a quarterly basis and reviews the need
for an allowance under Accounting Standards Update No. 2016-13. The
Company evaluates the extent and impact of any credit deterioration
that could affect the performance and the value of the secured
property, as well as the financial and operating capability of the
borrower. The Company also evaluates and considers the overall
economic environment, casino and hospitality industry and
geographic sub-market in which the secured property is located.
Based on the Company’s assessment of the credit quality of the loan
receivable, the Company believes it will collect all contractual
amounts due under the loan. Accordingly, no provision for credit
losses on the loan receivable was established as of June 30,
2022.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Interest income is recorded on an accrual basis at the stated
interest rate and is recorded in interest income in the
accompanying condensed consolidated statements of
operations.
The carrying value of the loan receivable is $1.20 billion as
of June 30, 2022, compared to its estimated fair value of
$1.10 billion. The fair value is estimated based on level 2
inputs and reflects the increase in market interest rates since
finalizing the terms of the loan receivable at a fixed interest
rate on March 2, 2021. Interest income recognized on the loan was
$4 million and $6 million during the three and six months
ended June 30, 2022, respectively.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 4 — Long-Term Debt
Long-term debt consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2022 |
|
December 31,
2021 |
|
|
|
|
|
(In millions) |
Corporate and U.S. Related(1):
|
|
|
|
3.200% Senior Notes due 2024 (net of unamortized original issue
discount and deferred financing costs of $7 and $8,
respectively)
|
$ |
1,743 |
|
|
$ |
1,742 |
|
2.900% Senior Notes due 2025 (net of unamortized original issue
discount and deferred financing costs of $3)
|
497 |
|
|
497 |
|
3.500% Senior Notes due 2026 (net of unamortized original issue
discount and deferred financing costs of $7 and $8,
respectively)
|
993 |
|
|
992 |
|
3.900% Senior Notes due 2029 (net of unamortized original issue
discount and deferred financing costs of $7)
|
743 |
|
|
743 |
|
|
|
|
|
Macao Related(1):
|
|
|
|
5.125% Senior Notes due 2025 (net of unamortized original issue
discount and deferred financing costs of $8 and $9,
respectively)
|
1,792 |
|
|
1,791 |
|
3.800% Senior Notes due 2026 (net of unamortized original issue
discount and deferred financing costs of $5 and $6,
respectively)
|
795 |
|
|
794 |
|
2.300% Senior Notes due 2027 (net of unamortized original issue
discount and deferred financing costs of $7)
|
693 |
|
|
693 |
|
5.400% Senior Notes due 2028 (net of unamortized original issue
discount and deferred financing costs of $14 and $15,
respectively)
|
1,886 |
|
|
1,885 |
|
2.850% Senior Notes due 2029 (net of unamortized original issue
discount and deferred financing costs of $7)
|
643 |
|
|
643 |
|
4.375% Senior Notes due 2030 (net of unamortized original issue
discount and deferred financing costs of $8 and $9,
respectively)
|
692 |
|
|
691 |
|
3.250% Senior Notes due 2031 (net of unamortized original issue
discount and deferred financing costs of $6)
|
594 |
|
|
594 |
|
2018 SCL Credit Facility — Revolving |
1,447 |
|
|
753 |
|
Other(2)
|
23 |
|
|
27 |
|
Singapore Related(1):
|
|
|
|
2012 Singapore Credit Facility — Term (net of unamortized deferred
financing costs of $37 and $43, respectively)
|
2,791 |
|
|
2,902 |
|
2012 Singapore Credit Facility — Delayed Draw Term (net of
unamortized deferred financing costs of $1)
|
44 |
|
|
45 |
|
|
|
|
|
Other(2)
|
3 |
|
|
3 |
|
|
15,379 |
|
|
14,795 |
|
Less — current maturities |
(73) |
|
|
(74) |
|
Total long-term debt |
$ |
15,306 |
|
|
$ |
14,721 |
|
____________________
(1)Unamortized
deferred financing costs of $73 million and $81 million
as of June 30, 2022 and December 31, 2021, respectively, related to
the Company’s revolving credit facilities and the undrawn portion
of the Singapore Delayed Draw Term Facility are included in other
assets, net, in the accompanying condensed consolidated balance
sheets.
(2)Includes
finance leases related to Macao and Singapore of $21 million
and $1 million as of June 30, 2022, respectively, and
$24 million and $1 million as of December 31, 2021,
respectively.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
LVSC Revolving Facility
As of June 30, 2022, the Company had $1.50 billion of available
borrowing capacity under the LVSC Revolving Facility, net of
outstanding letters of credit.
SCL Senior Notes
On February 16 and June 16, 2022, Standard & Poor’s (“S&P”)
and Fitch, respectively, downgraded the credit rating for the
Company and SCL to BB+. As a result of the downgrades, the coupon
on each series of the outstanding SCL Senior Notes will increase by
0.50% per annum, with a 0.25% per annum increase becoming effective
on the first interest payment date after February 16, 2022 as it
relates to S&P and an additional 0.25% increase per annum after
June 16, 2022 as it relates to Fitch. This will result in an
increase of $16 million in interest expense for the year ended
December 31, 2022 and $36 million for each year thereafter
through 2024, at which time this will decrease as the SCL Senior
Notes are repaid based on each of their set maturity
dates.
2018 SCL Credit Facility
During the six months ended June 30, 2022, SCL drew down
$67 million and 4.96 billion Hong Kong dollars (“HKD,”
approximately $632 million at exchange rates in effect on June
30, 2022) under the facility for general corporate
purposes.
As of June 30, 2022, SCL had $1.04 billion of available borrowing
capacity under the 2018 SCL Revolving Facility comprised of HKD
commitments of HKD 7.36 billion (approximately $938 million at
exchange rates in effect on June 30, 2022) and U.S. dollar
commitments of $99 million.
2012 Singapore Credit Facility
As of June 30, 2022, Marina Bay Sands Pte. Ltd. (“MBS”) had SGD
590 million (approximately $423 million at exchange rates in
effect on June 30, 2022) of available borrowing capacity under the
2012 Singapore Revolving Facility, net of outstanding letters of
credit, primarily consisting of a banker’s guarantee for SGD
153 million (approximately $110 million at exchange rates in
effect on June 30, 2022) pursuant to a development
agreement.
On February 9, 2022, MBS entered into the Fourth Amendment and
Restatement Agreement (the “Fourth Amendment Agreement”) with DBS
Bank Ltd., as agent and security trustee. The Fourth Amendment
Agreement amended and restated the facility agreement, dated as of
June 25, 2012 (as amended, the “Existing Facility Agreement”).
Pursuant to the Fourth Amendment Agreement, the Existing Facility
Agreement was amended to update the terms therein that provide for
a transition away from the Swap Offer Rate (“SOR”) as a benchmark
interest rate and the replacement of SOR by a replacement benchmark
interest rate or mechanism.
Under the Fourth Amendment Agreement, outstanding loans bear
interest at the Singapore Overnight Rate Average (“SORA”) with a
credit spread adjustment of 0.19% per annum, plus an applicable
margin ranging from 1.15% to 1.85% per annum, based on MBS’s
consolidated leverage ratio (estimated interest rate set at
approximately 2.85% as of June 30, 2022).
During 2021, the Company amended its 2012 Singapore Credit
Facility, which, among other things, extended to March 31, 2022,
the deadline for delivering the construction cost estimate and the
construction schedule for the MBS Expansion Project. The Company is
in the process of reviewing the budget and timing of the MBS
expansion based on the impact of the COVID-19 Pandemic and other
factors. As a result, the construction cost estimate and
construction schedule were not delivered to the lenders by the
March 31, 2022 deadline. As of June 30, 2022, there is SGD
3.69 billion (approximately $2.65 billion at exchange
rates in effect on June 30, 2022) left of total borrowing capacity,
which is only available to be drawn under the Singapore Delayed
Draw Term Facility after the construction cost estimate and
construction schedule for the MBS Expansion Project are delivered
to lenders. The Company does not anticipate material spend related
to the MBS Expansion Project prior to the delivery of these items
to the lenders.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Debt Covenant Compliance
As of June 30, 2022, management believes the Company was in
compliance with all debt covenants. The Company amended its credit
facilities to, among other things, waive the Company’s requirement
to comply with certain financial covenant ratios through December
31, 2022 for LVSC and MBS and January 1, 2023 for SCL, which
include a maximum leverage ratio or net debt to trailing
twelve-months adjusted earnings before interest, income taxes,
depreciation and amortization, calculated in accordance with the
respective credit agreement, of 4.0x, 4.0x and 4.5x under the LVSC
Revolving Facility, 2018 SCL Credit Facility and 2012 Singapore
Credit Facility, respectively. The Company’s compliance with its
financial covenants for periods beyond December 31, 2022 for MBS
and LVSC and January 1, 2023 for SCL, could be affected by certain
factors beyond the Company’s control, such as the impact of the
COVID-19 Pandemic, including current travel and border restrictions
continuing in the future. The Company will pursue additional
waivers to meet the required financial covenant ratios for periods
beyond the current covenant waiver periods, if deemed
necessary.
Cash Flows from Financing Activities
Cash flows from financing activities related to long-term debt and
finance lease obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
|
|
|
|
|
|
|
|
Proceeds from 2018 SCL Credit Facility |
$ |
700 |
|
|
$ |
505 |
|
|
|
|
|
|
|
|
|
|
$ |
700 |
|
|
$ |
505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on 2012 Singapore Credit Facility |
$ |
(30) |
|
|
$ |
(31) |
|
|
|
|
|
Repayments on Other Long-Term Debt |
(5) |
|
|
(3) |
|
|
$ |
(35) |
|
|
$ |
(34) |
|
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of June
30, 2022 and December 31, 2021, was approximately $13.31 billion
and $15.06 billion, respectively, compared to its contractual value
of $15.47 billion and $14.90 billion, respectively. The estimated
fair value of the Company’s long-term debt is based on recent
trades, if available, and indicative pricing from market
information (level 2 inputs).
Note 5 — Accounts Receivable, Net and Customer Contract Related
Liabilities
Accounts Receivable and Provision for Credit Losses
Accounts receivable is comprised of casino, hotel, mall and other
receivables, which do not bear interest and are recorded at
amortized cost. The Company extends credit to approved casino
patrons following background checks and investigations of
creditworthiness. Business or economic conditions, the legal
enforceability of gaming debts, foreign currency control measures
or other significant events in foreign countries could affect the
collectability of receivables from patrons in these
countries.
Accounts receivable primarily consists of casino receivables. Other
than casino receivables, there is no other concentration of credit
risk with respect to accounts receivable. The Company believes the
concentration of its credit risk in casino receivables is mitigated
substantially by its credit evaluation process, credit policies,
credit control and collection procedures, and also believes there
are no concentrations of credit risk for which a provision has not
been established. Although management believes the provision is
adequate, it is possible the estimated amount of cash collections
with respect to accounts receivable could change.
The Company maintains a provision for expected credit losses on
casino, hotel and mall receivables and regularly evaluates the
balances. The Company applies standard reserve percentages to aged
account balances, which are grouped based on shared credit risk
characteristics and days past due. The reserve percentages are
based
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
on estimated loss rates supported by historical observed default
rates over the expected life of the receivable and are adjusted for
forward-looking information. The Company also specifically analyzes
the collectability of each account with a balance over a specified
dollar amount, based upon the age of the account, the patron's
financial condition, collection history and any other known
information and adjusts the aforementioned reserve with the results
from the individual reserve analysis. The Company also monitors
regional and global economic conditions and forecasts, which
include the impact of the COVID-19 Pandemic, in its evaluation of
the adequacy of the recorded reserves. Account balances are written
off against the provision when the Company believes it is probable
the receivable will not be recovered.
Accounts receivable, net, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2022 |
|
December 31,
2021 |
|
|
|
|
|
(In millions) |
Casino
|
$ |
287 |
|
|
$ |
313 |
|
Rooms
|
16 |
|
|
13 |
|
Mall
|
27 |
|
|
91 |
|
Other
|
39 |
|
|
17 |
|
|
369 |
|
|
434 |
|
Less - provision for credit losses
|
(211) |
|
|
(232) |
|
|
$ |
158 |
|
|
$ |
202 |
|
The following table shows the movement in the provision for credit
losses recognized for accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
Balance at January 1 |
$ |
232 |
|
|
$ |
255 |
|
Current period provision for credit losses
|
6 |
|
|
6 |
|
Write-offs
|
(24) |
|
|
(19) |
|
|
|
|
|
Exchange rate impact
|
(3) |
|
|
(2) |
|
Balance at June 30
|
$ |
211 |
|
|
$ |
240 |
|
Customer Contract Related Liabilities
The Company provides numerous products and services to its patrons.
There is often a timing difference between the cash payment by the
patrons and recognition of revenue for each of the associated
performance obligations. The Company has the following main types
of liabilities associated with contracts with customers: (1)
outstanding chip liability, (2) loyalty program liability and (3)
customer deposits and other deferred revenue for gaming and
non-gaming products and services yet to be provided.
The following table summarizes the liability activity related to
contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Chip Liability |
|
Loyalty Program Liability |
|
Customer Deposits and Other Deferred Revenue(1)
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Balance at January 1 |
$ |
74 |
|
|
$ |
197 |
|
|
$ |
61 |
|
|
$ |
62 |
|
|
$ |
618 |
|
|
$ |
633 |
|
Balance at June 30
|
68 |
|
|
139 |
|
|
63 |
|
|
62 |
|
|
574 |
|
|
607 |
|
Increase (decrease) |
$ |
(6) |
|
|
$ |
(58) |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
(44) |
|
|
$ |
(26) |
|
____________________
(1)Of
this amount, $144 million and $145 million
as of June 30 and January 1, 2022, respectively, and
$151 million and $152 million as of June 30 and January
1, 2021, respectively, relate to mall deposits that are accounted
for based on lease terms usually greater than one
year.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 6 — Earnings (Loss) Per Share
The weighted average number of common and common equivalent shares
used in the calculation of basic and diluted earnings (loss) per
share consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Weighted-average common shares outstanding (used in the calculation
of basic earnings (loss) per share) |
764 |
|
|
764 |
|
|
764 |
|
|
764 |
|
Potential dilution from stock options and restricted stock and
stock units
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Weighted-average common and common equivalent shares (used in the
calculation of diluted earnings (loss) per share) |
764 |
|
|
764 |
|
|
764 |
|
|
764 |
|
|
|
|
|
|
|
|
|
Antidilutive stock options excluded from the calculation of diluted
earnings per share
|
15 |
|
|
3 |
|
|
15 |
|
|
3 |
|
Note 7 — Income Taxes
The Company’s effective income tax rate from continuing operations
was 14.4% for the six months ended June 30, 2022, compared to 1.4%
for the six months ended June 30, 2021. The effective income tax
rate for the six months ended June 30, 2022, reflects a 17%
statutory tax rate on the Company’s Singapore operations and a 21%
corporate income tax rate on its domestic operations. The Company's
operations in Macao are subject to a 12% statutory income tax rate,
but in connection with the 35% gaming tax, the Company’s
subsidiaries in Macao and its peers received an income tax
exemption on gaming operations through June 26, 2022. In July 2022,
VML requested an additional extension of the income tax exemption
for gaming operations through December 31, 2022; however, there is
no assurance VML will receive the additional extension. In
accordance with the interim accounting guidance, the Company
calculated an estimated annual effective tax rate that is based on
expected annual income and statutory rates in the jurisdictions in
which the Company operates. This estimated annual effective tax
rate is applied to actual year-to-date operating results to
determine the provision for income taxes. For the three months
ended June 30, 2022, the combination of losses in the U.S. and
Macao and taxable income in Singapore resulted in a tax expense of
$110 million
on a loss before income taxes of $304 million. During the six
months ended June 30, 2021, the Company recorded a valuation
allowance of $20 million related to certain U.S. foreign tax
credits, which it no longer expects to utilize due to lower
forecasted U.S. taxable income in years following the sale of the
Las Vegas Operations.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Note 8 — Leases
Lessor
Lease revenue for the Company’s mall operations consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
2022 |
|
2021 |
|
Mall |
|
Other |
|
Mall |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Minimum rents |
$ |
126 |
|
|
$ |
1 |
|
|
$ |
126 |
|
|
$ |
1 |
|
Overage rents |
12 |
|
|
— |
|
|
17 |
|
|
— |
|
Rent concessions(1)
|
(12) |
|
|
— |
|
|
(17) |
|
|
— |
|
|
|
|
|
|
|
|
|
Total overage rents, rent concessions and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
$ |
126 |
|
|
$ |
1 |
|
|
$ |
126 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
Mall |
|
Other |
|
Mall |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Minimum rents |
$ |
250 |
|
|
$ |
1 |
|
|
$ |
257 |
|
|
$ |
1 |
|
Overage rents |
26 |
|
|
— |
|
|
34 |
|
|
— |
|
Rent concessions(1)
|
(24) |
|
|
— |
|
|
(37) |
|
|
— |
|
Other(2)
|
— |
|
|
— |
|
|
6 |
|
|
— |
|
Total overage rents, rent concessions and other |
2 |
|
|
— |
|
|
3 |
|
|
— |
|
|
$ |
252 |
|
|
$ |
1 |
|
|
$ |
260 |
|
|
$ |
1 |
|
___________________
(1)Rent
concessions were provided for the periods presented to tenants as a
result of the COVID-19 Pandemic and the impact on mall
operations.
(2)Amount
related to a grant provided by the Singapore government to lessors
to support small and medium enterprises impacted by the COVID-19
Pandemic in connection with their rent obligations.
Note 9 — Commitments and Contingencies
Litigation
The Company is involved in other litigation in addition to those
noted below, arising in the normal course of business. Management
has made certain estimates for potential litigation costs based
upon consultation with legal counsel. Actual results could differ
from these estimates; however, in the opinion of management, such
litigation and claims will not have a material effect on the
Company’s financial condition, results of operations and cash
flows.
Asian American Entertainment Corporation, Limited v. Venetian Macau
Limited, et al.
On February 5, 2007, Asian American Entertainment Corporation,
Limited (“AAEC” or “Plaintiff”) brought a claim (the “Prior
Action”) in the U.S. District Court for the District of Nevada (the
“U.S. District Court”) against Las Vegas Sands, Inc. (now known as
Las Vegas Sands, LLC (“LVSLLC”)), Venetian Casino Resort, LLC
(“VCR”) and Venetian Venture Development, LLC, which are
subsidiaries of the Company, and William P. Weidner and David
Friedman, who are former executives of the Company. The Prior
Action sought damages based on an alleged breach of agreements
entered into between AAEC and the aforementioned defendants for
their joint presentation of a bid in response to the public tender
held by the Macao government for the award of gaming concessions at
the end of 2001. The U.S. District Court entered an order
dismissing the Prior Action on April 16, 2010.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
On January 19, 2012, AAEC filed another claim (the “Macao Action”)
with the Macao Judicial Court against VML, LVS (Nevada)
International Holdings, Inc. (“LVS (Nevada)”), LVSLLC and VCR
(collectively, the “Defendants”). The claim was for 3.0
billion
patacas (approximately $371 million at exchange rates in effect on
June 30, 2022). The Macao Action alleges a breach of agreements
entered into between AAEC and LVS (Nevada), LVSLLC and VCR
(collectively, the “U.S. Defendants”) for their joint presentation
of a bid in response to the public tender held by the Macao
government for the award of gaming concessions at the end of 2001.
On July 4, 2012, the Defendants filed their defense to the Macao
Action with the Macao Judicial Court and amended the defense on
January 4, 2013.
On March 24, 2014, the Macao Judicial Court issued a decision
holding that AAEC’s claim against VML is unfounded and that VML be
removed as a party to the proceedings, and the claim should proceed
exclusively against the U.S. Defendants. On May 8, 2014, AAEC
lodged an appeal against that decision and the appeal is currently
pending.
On June 5, 2015, the U.S. Defendants applied to the Macao Judicial
Court to dismiss the claims against them as res judicata based on
the dismissal of the Prior Action. On March 16, 2016, the Macao
Judicial Court dismissed the defense of res judicata. An appeal
against that decision was lodged by U.S. Defendants on April 7,
2016. As of the end of December 2016, all appeals (including VML’s
dismissal and the res judicata appeals) were being transferred to
the Macao Second Instance Court. On May 11, 2017, the Macao Second
Instance Court notified the parties of its decision of refusal to
deal with the appeals at the present time. The Macao Second
Instance Court ordered the court file be transferred back to the
Macao Judicial Court. Evidence gathering by the Macao Judicial
Court commenced by letters rogatory, which was completed on March
14, 2019, and the trial of this matter was scheduled for September
2019.
On July 15, 2019, AAEC submitted a request to the Macao Judicial
Court to increase the amount of its claim to 96.45 billion
patacas (approximately $11.93 billion at exchange rates in effect
on June 30, 2022), allegedly representing lost profits from 2004 to
2018, and reserving its right to claim for lost profits up to 2022
in due course at the enforcement stage. On September 4, 2019, the
Macao Judicial Court allowed AAEC’s request to increase the amount
of its claim. On September 17, 2019, the U.S. Defendants appealed
the decision granting AAEC’s request and that appeal is currently
pending.
On June 18, 2020, the U.S. Defendants moved to reschedule the
trial, which had been scheduled to begin on September 16, 2020, due
to travel disruptions and other extraordinary circumstances
resulting from the ongoing COVID-19 Pandemic. The Macao Judicial
Court granted that motion and rescheduled the trial to begin on
June 16, 2021. On April 16, 2021, the U.S. Defendants again moved
to reschedule the trial because continued travel disruptions
resulting from the pandemic prevented the representatives of the
U.S. Defendants and certain witnesses from attending the trial as
scheduled. Plaintiff opposed that motion on April 29, 2021. The
Macao Judicial Court denied the U.S. Defendants’ motion on May 28,
2021, concluding that, under Macao law, it lacked the power to
reschedule the trial absent agreement of the parties. The U.S.
Defendants appealed that ruling on June 16, 2021, and that appeal
is currently pending.
The trial began as scheduled on June 16, 2021. The Macao Judicial
Court heard testimony on June 16, 17, 23, and July 1. By order
dated June 17, 2021, the Macao Judicial Court scheduled additional
trial dates during September, October and December 2021 to hear
witnesses who are currently subject to COVID-19 travel restrictions
that prevent or severely limit their ability to enter Macao. That
order also provided a procedure for the parties to request written
testimony from witnesses who are not able to travel to Macao on
those dates. On June 28, 2021, the U.S. Defendants sought
clarification of certain aspects of that ruling concerning
procedures for written testimony and appealed aspects of that
ruling setting limits on written testimony, imposing a deadline for
in-person testimony, and rejecting the U.S. Defendants’ request to
have witnesses testify via video conference. On July 9, 2021, the
Macao Judicial Court issued an order clarifying the procedure for
written testimony. The U.S. Defendants’ appeal on the remainder of
the Macao Judicial Court’s June 17, 2021 order is currently
pending.
On July 10, 2021, the U.S. Defendants were notified of an invoice
for supplemental court fees totaling 93 million patacas
(approximately $12 million at exchange rates in effect on June
30, 2022) based on Plaintiff’s July 15, 2019 amendment of its claim
amount. By motion dated July 20, 2021, the U.S. Defendants moved
the Macao
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
Judicial Court for an order withdrawing that invoice on the grounds
that it was procedurally improper and conflicted with rights
guaranteed in Macao’s Basic Law. The Macao Judicial Court denied
that motion by order dated September 11, 2021. The U.S. Defendants
appealed that order on September 23, 2021, and that appeal is
currently pending. By order dated September 29, 2021, the Macao
Judicial Court ordered that the invoice for supplemental court fees
be stayed pending resolution of that appeal.
The Macao Judicial Court heard additional testimony on October 8,
11, and 15, and December 14 and 15, 2021. Certain witnesses who
were not able to enter Macao due to ongoing COVID-19 travel
restrictions presented testimony in writing. On December 15, 2021,
the U.S. Defendants sought to initiate a proceeding to impeach the
testimony of certain witnesses offered by Plaintiff, and the Macao
Judicial Court admitted that incident and ordered Plaintiff to
produce its shareholder registry. By notice dated December 16,
2021, Plaintiff appealed the order to produce its shareholder
registry, and that appeal is currently pending.
From December 17, 2021 to January 19, 2022, Plaintiff submitted
additional documents to the court file and disclosed written
reports from two purported experts, who calculated Plaintiff’s
damages at 57.88 billion patacas and 62.29 billion
patacas (approximately $7.16 billion and $7.71 billion,
respectively, at exchange rates in effect on June 30, 2022). In
response, the U.S. Defendants moved to exclude those materials or,
in the alternative, to require additional testimony from relevant
witnesses. By order dated January 19, 2022, the Macao Judicial
Court denied the U.S. Defendants’ motion and ruled that the
materials could be included in the court file with the probative
value of their contents to be determined by the Court.
Plaintiff presented its factual summation on January 21, 2022. On
January 26, 2022, the U.S. Defendants presented their factual
summation, and Plaintiff and the U.S. Defendants presented rebuttal
summations. The Macao Judicial Court announced its proposed
findings on disputed facts at a February 15, 2022 hearing. The
Plaintiff filed its brief on points of law with the Macao Judicial
Court on March 1, 2022, and the U.S. Defendants filed their brief
on points of law on March 10, 2022. On April 28, 2022, the Macao
Judicial Court entered a judgment for the U.S. Defendants. The
Macao Judicial Court also held that Plaintiff litigated certain
aspects of its case in bad faith. Plaintiff filed a notice of
appeal from the Macao Judicial Court’s judgment on May 13, 2022,
and that appeal is currently pending. Management has determined
that, based on proceedings to date, it is currently unable to
determine the probability of the outcome of this matter or the
range of reasonably possible loss, if any. The Company intends to
defend this matter vigorously.
The Daniels Family 2001 Revocable Trust v. LVSC, et
al.
On October 22, 2020, The Daniels Family 2001 Revocable Trust, a
putative purchaser of the Company’s shares, filed a purported class
action complaint in the U.S. District Court against LVSC, Sheldon
G. Adelson and Patrick Dumont. The complaint asserts violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
(the “Exchange Act”) and alleges that LVSC made materially false or
misleading statements, or failed to disclose material facts, from
February 27, 2016 through September 15, 2020, with respect to its
operations at the Marina Bay Sands, its compliance with Singapore
laws and regulations, and its disclosure controls and procedures.
On January 5, 2021, the U.S. District Court entered an order
appointing Carl S. Ciaccio and Donald M. DeSalvo as lead plaintiffs
(“Lead Plaintiffs”). On March 8, 2021, Lead Plaintiffs filed a
purported class action amended complaint against LVSC, Sheldon G.
Adelson, Patrick Dumont, and Robert G. Goldstein, alleging similar
violations of Sections 10(b) and 20(a) of the Exchange Act over the
same time period of February 27, 2016 through September 15, 2020.
On March 22, 2021, the U.S. District Court granted Lead Plaintiffs’
motion to substitute Dr. Miriam Adelson, in her capacity as the
Special Administrator for the estate of Sheldon G. Adelson, for
Sheldon G. Adelson as a defendant in this action. On May 7, 2021,
the defendants filed a motion to dismiss the amended complaint.
Lead Plaintiffs filed an opposition to the motion to dismiss on
July 6, 2021, and the defendants filed their reply on August 5,
2021. On March 28, 2022, the U.S. District Court entered an order
dismissing the amended complaint in its entirety. The U.S. District
Court dismissed certain claims with prejudice but granted Lead
Plaintiffs leave to amend the complaint with respect to the other
claims by April 18, 2022. On April 8, 2022, Lead Plaintiffs filed a
Motion for Reconsideration and to Extend Time to File the Amended
Complaint, requesting the U.S. District Court reconsider certain
aspects of its March 28, 2022 order, and to extend the deadline for
Lead Plaintiffs to file an amended complaint. The defendants filed
an opposition to the motion on April 22, 2022. On April 18, 2022,
Lead Plaintiffs filed a second amended complaint. On May 18, 2022,
the defendants filed a motion to dismiss the second
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
amended complaint. Lead Plaintiffs filed an opposition to the
motion to dismiss on June 17, 2022, and the defendants filed their
reply on July 8, 2022. This action is in a preliminary stage and
management has determined that based on proceedings to date, it is
currently unable to determine the probability of the outcome of
this matter or the range of reasonably possible loss, if any. The
Company intends to defend this matter vigorously.
Turesky v. Sheldon G. Adelson, et al.
On December 28, 2020, Andrew Turesky filed a putative shareholder
derivative action on behalf of the Company in the U.S. District
Court, against Sheldon G. Adelson, Patrick Dumont, Robert G.
Goldstein, Irwin Chafetz, Micheline Chau, Charles D. Forman, Steven
L. Gerard, George Jamieson, Charles A. Koppelman, Lewis Kramer and
David F. Levi, all of whom are current or former directors and/or
officers of LVSC. The complaint asserts claims for breach of
fiduciary duty, unjust enrichment, waste of corporate assets, abuse
of control, gross mismanagement, violations of Sections 10(b),
14(a) and 20(a) of the Exchange Act and for contribution under
Sections 10(b) and 21D of the Exchange Act. On February 24, 2021,
the U.S. District Court entered an order granting the parties’
stipulation to stay this action in light of the Daniels Family 2001
Revocable Trust putative securities class action (the “Securities
Action”). Subject to the terms of the parties’ stipulation, this
action is stayed until 30 days after the final resolution of the
motion to dismiss in the Securities Action. On March 11, 2021, the
U.S. District Court granted the plaintiff’s motion to substitute
Dr. Miriam Adelson, in her capacity as the Special Administrator
for the estate of Sheldon G. Adelson, for Sheldon G. Adelson as a
defendant in this action. This action is in a preliminary stage and
management has determined that based on proceedings to date, it is
currently unable to determine the probability of the outcome of
this matter or the range of reasonably possible loss, if any. The
Company intends to defend this matter vigorously.
Note 10 — Segment Information
The Company’s principal operating and developmental activities
occur in two geographic areas: Macao and Singapore. The Company
reviews the results of operations and construction and development
activities for each of its operating segments: The Venetian Macao;
The Londoner Macao; The Parisian Macao; The Plaza Macao and Four
Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has
included Ferry Operations and Other (comprised primarily of the
Company’s ferry operations and various other operations that are
ancillary to its properties in Macao) and Corporate and Other to
reconcile to the condensed consolidated results of operations and
financial condition. The operations that comprised the Company’s
former Las Vegas Operating Properties reportable business segment
were classified as a discontinued operation and the information
below for the three and six months ended June 30, 2022 and 2021,
excludes these results.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
The Company’s segment information as of June 30, 2022 and December
31, 2021, and for the three and six months ended June 30, 2022 and
2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino |
|
Rooms |
|
Food and Beverage |
|
Mall |
|
Convention, Retail and Other |
|
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Three Months Ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
91 |
|
|
$ |
12 |
|
|
$ |
3 |
|
|
$ |
41 |
|
|
$ |
3 |
|
|
$ |
150 |
|
The Londoner Macao |
42 |
|
|
14 |
|
|
7 |
|
|
12 |
|
|
4 |
|
|
79 |
|
The Parisian Macao |
24 |
|
|
7 |
|
|
3 |
|
|
7 |
|
|
1 |
|
|
42 |
|
The Plaza Macao and Four Seasons Macao |
38 |
|
|
6 |
|
|
1 |
|
|
33 |
|
|
1 |
|
|
79 |
|
Sands Macao |
14 |
|
|
2 |
|
|
1 |
|
|
— |
|
|
— |
|
|
17 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7 |
|
|
7 |
|
|
209 |
|
|
41 |
|
|
15 |
|
|
93 |
|
|
16 |
|
|
374 |
|
Marina Bay Sands |
500 |
|
|
56 |
|
|
48 |
|
|
55 |
|
|
20 |
|
|
679 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
28 |
|
|
28 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(36) |
|
|
(36) |
|
Total net revenues |
$ |
709 |
|
|
$ |
97 |
|
|
$ |
63 |
|
|
$ |
148 |
|
|
$ |
28 |
|
|
$ |
1,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2021 |
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
307 |
|
|
$ |
24 |
|
|
$ |
7 |
|
|
$ |
49 |
|
|
$ |
4 |
|
|
$ |
391 |
|
The Londoner Macao |
133 |
|
|
28 |
|
|
9 |
|
|
16 |
|
|
3 |
|
|
189 |
|
The Parisian Macao |
69 |
|
|
17 |
|
|
4 |
|
|
10 |
|
|
1 |
|
|
101 |
|
The Plaza Macao and Four Seasons Macao |
74 |
|
|
12 |
|
|
5 |
|
|
34 |
|
|
— |
|
|
125 |
|
Sands Macao |
37 |
|
|
2 |
|
|
1 |
|
|
1 |
|
|
1 |
|
|
42 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7 |
|
|
7 |
|
|
620 |
|
|
83 |
|
|
26 |
|
|
110 |
|
|
16 |
|
|
855 |
|
Marina Bay Sands |
223 |
|
|
32 |
|
|
24 |
|
|
39 |
|
|
9 |
|
|
327 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
25 |
|
|
25 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
(33) |
|
|
(34) |
|
Total net revenues |
$ |
843 |
|
|
$ |
115 |
|
|
$ |
50 |
|
|
$ |
148 |
|
|
$ |
17 |
|
|
$ |
1,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino |
|
Rooms |
|
Food and Beverage |
|
Mall |
|
Convention, Retail and Other |
|
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Six Months Ended June 30, 2022 |
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
248 |
|
|
$ |
28 |
|
|
$ |
9 |
|
|
$ |
85 |
|
|
$ |
7 |
|
|
$ |
377 |
|
The Londoner Macao |
121 |
|
|
33 |
|
|
15 |
|
|
26 |
|
|
5 |
|
|
200 |
|
The Parisian Macao |
75 |
|
|
18 |
|
|
6 |
|
|
15 |
|
|
2 |
|
|
116 |
|
The Plaza Macao and Four Seasons Macao |
93 |
|
|
15 |
|
|
5 |
|
|
67 |
|
|
1 |
|
|
181 |
|
Sands Macao |
31 |
|
|
4 |
|
|
2 |
|
|
— |
|
|
— |
|
|
37 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14 |
|
|
14 |
|
|
568 |
|
|
98 |
|
|
37 |
|
|
193 |
|
|
29 |
|
|
925 |
|
Marina Bay Sands |
768 |
|
|
94 |
|
|
79 |
|
|
104 |
|
|
33 |
|
|
1,078 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
50 |
|
|
50 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(65) |
|
|
(65) |
|
Total net revenues |
$ |
1,336 |
|
|
$ |
192 |
|
|
$ |
116 |
|
|
$ |
297 |
|
|
$ |
47 |
|
|
$ |
1,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
|
Macao: |
|
|
|
|
|
|
|
|
|
|
|
The Venetian Macao |
$ |
573 |
|
|
$ |
43 |
|
|
$ |
13 |
|
|
$ |
95 |
|
|
$ |
7 |
|
|
$ |
731 |
|
The Londoner Macao |
224 |
|
|
47 |
|
|
16 |
|
|
30 |
|
|
9 |
|
|
326 |
|
The Parisian Macao |
128 |
|
|
29 |
|
|
9 |
|
|
20 |
|
|
2 |
|
|
188 |
|
The Plaza Macao and Four Seasons Macao |
189 |
|
|
23 |
|
|
9 |
|
|
73 |
|
|
1 |
|
|
295 |
|
Sands Macao |
68 |
|
|
5 |
|
|
2 |
|
|
1 |
|
|
1 |
|
|
77 |
|
Ferry Operations and Other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15 |
|
|
15 |
|
|
1,182 |
|
|
147 |
|
|
49 |
|
|
219 |
|
|
35 |
|
|
1,632 |
|
Marina Bay Sands |
526 |
|
|
64 |
|
|
57 |
|
|
86 |
|
|
20 |
|
|
753 |
|
Intercompany royalties |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
50 |
|
|
50 |
|
Intercompany eliminations(1)
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
(65) |
|
|
(66) |
|
Total net revenues |
$ |
1,708 |
|
|
$ |
211 |
|
|
$ |
106 |
|
|
$ |
304 |
|
|
$ |
40 |
|
|
$ |
2,369 |
|
____________________
(1)Intercompany
eliminations include royalties and other intercompany
services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Intersegment Revenues |
|
|
|
|
|
|
|
Macao: |
|
|
|
|
|
|
|
The Venetian Macao |
$ |
1 |
|
|
$ |
1 |
|
|
$ |
3 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
Ferry Operations and Other |
6 |
|
|
7 |
|
|
11 |
|
|
12 |
|
|
7 |
|
|
8 |
|
|
14 |
|
|
14 |
|
Marina Bay Sands |
1 |
|
|
1 |
|
|
1 |
|
|
2 |
|
Intercompany royalties |
28 |
|
|
25 |
|
|
50 |
|
|
50 |
|
Total intersegment revenues |
$ |
36 |
|
|
$ |
34 |
|
|
$ |
65 |
|
|
$ |
66 |
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
(In millions) |
Adjusted Property EBITDA |
|
|
|
|
|
|
|
Macao: |
|
|
|
|
|
|
|
The Venetian Macao |
$ |
(21) |
|
|
$ |
108 |
|
|
$ |
(2) |
|
|
$ |
190 |
|
The Londoner Macao |
(54) |
|
|
(5) |
|
|
(87) |
|
|
(28) |
|
The Parisian Macao |
(29) |
|
|
— |
|
|
(40) |
|
|
(8) |
|
The Plaza Macao and Four Seasons Macao |
17 |
|
|
44 |
|
|
49 |
|
|
114 |
|
Sands Macao |
(22) |
|
|
(13) |
|
|
(39) |
|
|
(31) |
|
Ferry Operations and Other |
(1) |
|
|
(2) |
|
|
(2) |
|
|
(5) |
|
|
(110) |
|
|
132 |
|
|
(121) |
|
|
232 |
|
Marina Bay Sands |
319 |
|
|
112 |
|
|
440 |
|
|
256 |
|
Consolidated adjusted property EBITDA(1)
|
209 |
|
|
244 |
|
|
319 |
|
|
488 |
|
Other Operating Costs and Expenses |
|
|
|
|
|
|
|
Stock-based compensation(2)
|
(6) |
|
|
(3) |
|
|
(11) |
|
|
(8) |
|
Corporate |
(55) |
|
|
(56) |
|
|
(114) |
|
|
(105) |
|
Pre-opening |
(3) |
|
|
(4) |
|
|
(7) |
|
|
(9) |
|
Development |
(22) |
|
|
(37) |
|
|
(82) |
|
|
(46) |
|
Depreciation and amortization |
(256) |
|
|
(258) |
|
|
(520) |
|
|
(513) |
|
Amortization of leasehold interests in land |
(14) |
|
|
(14) |
|
|
(28) |
|
|
(28) |
|
Loss on disposal or impairment of assets |
— |
|
|
(11) |
|
|
(6) |
|
|
(14) |
|
Operating loss |
(147) |
|
|
(139) |
|
|
(449) |
|
|
(235) |
|
Other Non-Operating Costs and Expenses |
|
|
|
|
|
|
|
Interest income |
14 |
|
|
1 |
|
|
18 |
|
|
2 |
|
Interest expense, net of amounts capitalized |
(162) |
|
|
(158) |
|
|
(318) |
|
|
(312) |
|
Other income (expense) |
(9) |
|
|
10 |
|
|
(31) |
|
|
(7) |
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit |
(110) |
|
|
6 |
|
|
(112) |
|
|
(8) |
|
Net loss from continuing operations |
$ |
(414) |
|
|
$ |
(280) |
|
|
$ |
(892) |
|
|
$ |
(560) |
|
____________________
(1)Consolidated
adjusted property EBITDA, which is a non-GAAP financial measure, is
net income (loss) from continuing operations before stock-based
compensation expense, corporate expense, pre-opening expense,
development expense, depreciation and amortization, amortization of
leasehold interests in land, gain or loss on disposal or impairment
of assets, interest, other income or expense, gain or loss on
modification or early retirement of debt and income taxes.
Consolidated adjusted property EBITDA is a supplemental non-GAAP
financial measure used by management, as well as industry analysts,
to evaluate operations and operating performance. In particular,
management utilizes consolidated adjusted property EBITDA to
compare the operating profitability of its operations with those of
its competitors, as well as a basis for determining certain
incentive compensation. Integrated Resort companies have
historically reported adjusted property EBITDA as a supplemental
performance measure to GAAP financial measures. In order to view
the operations of their properties on a more stand-alone basis,
Integrated Resort companies, including Las Vegas Sands Corp., have
historically excluded certain expenses that do not relate to the
management of specific properties, such as pre-opening expense,
development expense and corporate expense, from their adjusted
property EBITDA calculations. Consolidated adjusted property EBITDA
should not be interpreted as an alternative to income from
operations (as an indicator of operating performance) or to cash
flows from operations (as a measure of liquidity), in each case, as
determined in accordance with GAAP. The Company has significant
uses of cash flow, including capital expenditures, dividend
payments, interest payments, debt principal repayments and income
taxes, which are not reflected in consolidated adjusted property
EBITDA. Not all companies calculate adjusted property EBITDA in the
same manner. As a result, consolidated adjusted property EBITDA as
presented by the Company may not be directly comparable to
similarly titled measures presented by other
companies.
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(UNAUDITED)
(2)During
the three months ended June 30, 2022 and 2021, the Company recorded
stock-based compensation expense of $15 million and
$7 million, respectively, of which $9 million and
$4 million, respectively, was included in corporate expense in
the accompanying condensed consolidated statements of operations.
During the
six
months ended June 30, 2022 and 2021, the Company recorded
stock-based compensation expense of $29 million and
$14 million, respectively, of which $18 million and
$6 million, respectively, was included in corporate expense in
the accompanying condensed consolidated statements of
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
Capital Expenditures |
|
|
|
Corporate and Other |
$ |
37 |
|
|
$ |
1 |
|
Macao: |
|
|
|
The Venetian Macao |
25 |
|
|
38 |
|
The Londoner Macao |
118 |
|
|
347 |
|
The Parisian Macao |
1 |
|
|
2 |
|
The Plaza Macao and Four Seasons Macao |
5 |
|
|
6 |
|
Sands Macao |
2 |
|
|
3 |
|
Ferry Operations and Other |
— |
|
|
1 |
|
|
151 |
|
|
397 |
|
Marina Bay Sands |
147 |
|
|
50 |
|
Total capital expenditures |
$ |
335 |
|
|
$ |
448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2022 |
|
December 31,
2021 |
|
|
|
|
|
(In millions) |
Total Assets |
|
|
|
Corporate and Other |
$ |
6,881 |
|
|
$ |
1,357 |
|
Macao: |
|
|
|
The Venetian Macao |
2,018 |
|
|
2,087 |
|
The Londoner Macao |
4,292 |
|
|
4,494 |
|
The Parisian Macao |
1,872 |
|
|
1,962 |
|
The Plaza Macao and Four Seasons Macao |
1,048 |
|
|
1,145 |
|
Sands Macao |
227 |
|
|
253 |
|
Ferry Operations and Other |
292 |
|
|
132 |
|
|
|
|
|
|
9,749 |
|
|
10,073 |
|
Marina Bay Sands |
5,429 |
|
|
5,326 |
|
Total assets |
$ |
22,059 |
|
|
$ |
16,756 |
|
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 — MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with, and is
qualified in its entirety by, the condensed consolidated financial
statements and the notes thereto, and other financial information
included in this Form 10-Q. Certain statements in this
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” are forward-looking statements. See “Special
Note Regarding Forward-Looking Statements.”
Operations
We view each of our Integrated Resort properties as an operating
segment. Our operating segments in Macao consist of The Venetian
Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and
Four Seasons Macao; and the Sands Macao. Our operating segment in
Singapore is Marina Bay Sands.
On February 23, 2022, we closed the sale of our Las Vegas real
property and operations including The Venetian Resort Las Vegas and
the Sands Expo and Convention Center (the “Las Vegas Operations”)
for $6.25 billion. At closing, we received approximately
$5.05 billion in cash proceeds, before transaction costs and
working capital adjustments of $77 million, a
$1.20 billion seller financing loan and recognized a gain on
disposal of $3.61 billion, before income tax expense of
$750 million, during the six months ended June 30,
2022.
COVID-19 Pandemic Update
In early January 2020, an outbreak of a respiratory illness caused
by a novel coronavirus (“COVID-19”) was identified and the disease
has since spread rapidly across the world causing the World Health
Organization to declare the outbreak of a pandemic on March 12,
2020 (the “COVID-19 Pandemic”). Governments around the world
mandated actions to contain the spread of the virus that included
stay-at-home orders, quarantines, capacity limits, closures of
non-essential businesses and significant restrictions on travel.
The government actions varied based upon a number of factors,
including the extent and severity of the COVID-19 Pandemic within
their respective countries and jurisdictions.
Visitation to the Macao Special Administrative Region (“Macao”) of
the People’s Republic of China (“China”) has remained substantially
below pre-COVID-19 levels as a result of various government
policies limiting or discouraging travel. Other than people from
mainland China who in general may enter Macao without quarantine
subject to them holding the appropriate travel documents, a
negative COVID-19 test result issued within a specified time period
and a green health-code, there remains in place a complete ban on
entry or a need to undergo various quarantine requirements
depending on the person’s residency and recent travel
history.
Our operations in Macao will continue to be impacted and subject to
changes in the government policies of Macao, China, Hong Kong and
other jurisdictions in Asia addressing travel and public health
measures associated with COVID-19.
Following an outbreak in Macao in mid-June, the Macao government
announced a series of preventative measures. These included closure
of a range of government, public and social facilities, with
restaurants only permitted to offer take away services. Residential
and commercial buildings with confirmed COVID-19 cases have been
required to implement various levels of access control. In addition
to the health safeguards already in place, the government has
implemented a series of mass nucleic acid and rapid antigen tests
for the general population. Management is currently unable to
determine when these measures will be eased or cease to be
necessary.
Our Macao gaming operations remained open during the six months
ended June 30, 2022. Guest visitation to the properties, however,
was adversely affected during the six months ended June 30, 2022
due to the various outbreaks that occurred in Shanghai, Hong Kong,
Guangdong and Macao, which resulted in tighter travel
restrictions.
On July 9, 2022, the Macao government issued executive order
115/2022 ordering casinos and all non-essential businesses to close
from July 11 to July 18 in an attempt to control a recent outbreak
of COVID-19 in Macao. On July 16, 2022, the Macao government
announced an extension of this executive order through July 22. On
July 20, 2022, the Macao government announced a consolidation
period, which would start on July 23, 2022 and end on July 30, 2022
whereby certain business activities will be allowed to resume
limited operations, clarifying that casino operations could resume
but with a maximum capacity of 50% of casino staff working at any
point in time.
The timing and manner in which our casinos, restaurants and
shopping malls will reopen and/or operate at full capacity are
currently unknown.
As with prior periods, in support of the Macao government’s
initiatives to fight the COVID-19 Pandemic, throughout the six
months ended June 30, 2022 and in June in particular, we have
provided both towers of the Sheraton Grand Macao hotel and also The
Parisian Macao hotel to the Macao government to house individuals
for quarantine and medical observation purposes.
Our ferry operations between Macao and Hong Kong remain suspended.
The timing and manner in which our ferry operations will be able to
resume are currently unknown.
Our Macao operations
have been significantly impacted by the reduced visitation to
Macao. The Macao government announced total visitation from
mainland China to Macao decreased approximately 12.2% and 78.1%,
during the six months ended June 30, 2022, as compared to the same
period in 2021 and 2019 (pre-pandemic), respectively. The Macao
government also announced gross gaming revenue decreased
approximately 46.4% and 82.4%, during the six months ended June 30,
2022, as compared to the same period in 2021 and 2019,
respectively.
In Singapore, Vaccinated Travel Lanes (“VTLs”) were introduced for
a number of key source markets in November and December of 2021 for
vaccinated visitors with a negative COVID-19 test. Due to the
emergence of the Omicron variant, however, new ticket sales for the
VTLs were suspended on December 23, 2021 through January 20, 2022.
The VTL program was terminated on March 31, 2022, and the
Vaccinated Travel Framework (“VTF”) was launched on April 1, 2022,
to facilitate the resumption of travel for all travelers, including
short-term visitors. Under the VTF, all fully vaccinated travelers
and non-fully vaccinated children aged 12 and below are permitted
to enter Singapore, without entry approvals or taking VTL transport
and starting April 26, 2022, these travelers are no longer required
to take a COVID-19 test before departing for Singapore. Operations
at Marina Bay Sands will continue to be impacted and subject to
changes in the government policies of Singapore and other
jurisdictions in Asia addressing travel and public health measures
associated with COVID-19.
Visitation to Marina Bay Sands continues to be impacted by the
effects of the COVID-19 Pandemic; however, visitation has since
increased since restrictions have been lifted. The Singapore
Tourism Board (“STB”) announced total visitation to Singapore
increased from approximately 119,000 in 2021 to 1.5 million in 2022
on a year-to-date basis, while visitation decreased 83.9% when
compared to the same period in 2019. The latest available
statistics show that passenger traffic at Changi Airport has been
on the rise reaching approximately 2.5 million in May 2022, up from
approximately 1.9 million in April 2022, and averaging above 40% of
pre-pandemic levels as the travel industry continues to recover
from the impact of COVID-19.
At our Macao properties, we are adhering to social distancing
requirements, which include reduced seating at table games and a
decreased number of active slot machines on the casino floor
compared to pre-COVID-19 levels. Additionally, there is uncertainty
whether the impact of the COVID-19 Pandemic on operations will
continue in future periods. If our Integrated Resorts are not
permitted to resume normal operations, travel restrictions such as
those related to inbound travel from other countries are not
modified or eliminated, there is a resumption of the suspension of
the China Individual Visit Scheme, or the global response to
contain the COVID-19 Pandemic escalates or is unsuccessful, our
operations, cash flows and financial condition will be further
materially impacted.
While our properties were open and operating at reduced levels due
to lower visitation and required safety measures in place as
described above during the six months ended June 30, 2022, the
current economic and regulatory environment on a global basis and
in each of our jurisdictions continue to evolve. We cannot predict
the manner in which governments will react as the global and
regional impact of the COVID-19 Pandemic changes over time, which
could significantly alter our current operations.
We have a strong balance sheet and sufficient liquidity in place,
including total cash and cash equivalents balance, excluding
restricted cash and cash equivalents, of $6.45 billion and access
to $1.50 billion, $1.04 billion and $423 million of available
borrowing capacity from our LVSC Revolving Facility, 2018 SCL
Revolving Facility and 2012 Singapore Revolving Facility,
respectively, as of June 30, 2022. We believe we are able to
support continuing operations, complete the major construction
projects that are underway, proceed with the Macao concession
renewal process and respond to the current COVID-19 Pandemic
challenges. We have taken various
mitigating measures to manage through the current environment,
including a cost and capital expenditure reduction program to
minimize cash outflow for non-essential items.
Macao Subconcession
Gaming in Macao is administered by the government through
concession agreements awarded to three different concessionaires
and three subconcessionaires, of which Venetian Macau Limited
(“VML,” a subsidiary of Sands China Ltd.) is one. On June 23, 2022,
an extension was approved and authorized by the Macao government
and executed between VML and Galaxy Casino, S.A., pursuant to which
the subconcession has been extended from June 26, 2022 to December
31, 2022. VML paid the Macao government
47 million patacas (approximately $6 million at exchange
rates in effect on June 30, 2022) and will provide a bank guarantee
by September 23, 2022 of 2.31 billion patacas (approximately
$286 million at exchange rates in effect on June 30, 2022) to
secure the fulfillment of VML's payment
obligations towards its employees should VML be unsuccessful in
tendering for a new concession contract after its subconcession
expires.
In order to enable VML to fulfill the relevant requirements to
become eligible to obtain the subconcession extension as mentioned
above, each of VML, Venetian Cotai Limited (“VCL”) and Venetian
Orient Limited (“VOL”) entered into a letter of undertaking
(“Undertakings”), pursuant to which each of VML, VCL and VOL has
undertaken, pursuant to article 40 of the Gaming Law and article 43
of VML’s subconcession agreement, to revert to the Macao government
relevant gaming equipment and gaming areas (as identified in the
Undertakings) without compensation and free of any liens or charges
upon the expiry of the term of the subconcession extension period.
The total casino areas and supporting areas subject to reversion is
approximately 136,000 square meters, representing approximately
4.7% of the total property area of these entities.
On June 21, 2022, the Macao Legislative Assembly passed a draft
bill entitled Amendment to Law No. 16/2001 to amend Macao’s gaming
law, which was published in the Macao Official Gazette on June 22,
2022 as Law No. 7/2022, and became effective on June 23, 2022 (the
"Gaming Law"). Certain changes to the Gaming Law include a
reduction in the term of future gaming concessions to ten (10)
years; authorization
of up to six (6) gaming concession contracts; an increase in the
minimum capital contribution of concessionaires to 5 billion
patacas (approximately $619 million at exchange rates in
effect on June 30, 2022); an increase in the percentage of the
share capital of the concessionaire that must be held by the local
managing director to 15%; a requirement that casinos be located in
real estate owned by the concessionaire; and a prohibition of
revenue sharing arrangements between gaming promoters and
concessionaires.
On July 5, 2022, the Macao government published Administrative
Regulation No. 28/2022 – Amendment of Administrative Regulation No.
26/2001, which sets forth the regulations governing the upcoming
tender for gaming concessions in Macao. The regulation includes
details on the process of bidding for the gaming concessions,
qualifications of the companies bidding and the criteria for
granting them.
We
continue to believe we will be successful in extending the term of
our subconcession and/or obtaining a new gaming concession when our
current subconcession expires; however, it is possible the Macao
government could further change or interpret the associated gaming
laws in a manner that could negatively impact us.
Under our Sands China Ltd. (“SCL”) senior notes indentures, upon
the occurrence of any event resulting from any change in the Gaming
Law (as defined in the indentures) or any action by the gaming
authority after which none of SCL or any of its subsidiaries own or
manage casino or gaming areas or operate casino games of fortune
and chance in Macao in substantially the same manner as they were
owning or managing casino or gaming areas or operating casino games
as at the issue date of the SCL senior notes, for a period of 30
consecutive days or more, and such event has a material adverse
effect on the financial condition, business, properties or results
of operations of SCL and its subsidiaries, taken as a whole, each
holder of the SCL senior notes would have the right to require us
to repurchase all or any part of such holder's SCL senior notes at
par, plus any accrued and unpaid interest (the "Investor Put
Option").
Additionally, under the 2018 SCL Credit Facility, the events that
trigger an Investor Put Option under the SCL senior notes (as
described above) would be an event of default, which may result in
commitments being immediately cancelled, in whole or in part, and
the related outstanding balances and accrued interest, if any,
becoming immediately due and payable.
The subconcession not being further extended or renewed and the
potential impact if holders of the notes and the agent have the
ability to, and make the election to, accelerate the repayment of
the our debt would have a material adverse effect on our business,
financial condition, results of operations and cash flows. We
intend to follow the process for a concession renewal as indicated
above.
Marina Bay Sands Gaming License
In April 2022, we paid 72 million Singapore dollars
("SGD," approximately $53 million at exchange rates
in effect at the time of the transaction) to the Singapore Casino
Regulatory Authority as part of the process to renew its gaming
license at Marina Bay Sands, which will now expire in April
2025.
Critical Accounting Policies and Estimates
For a discussion of our significant accounting policies and
estimates, please refer to “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” presented in our
2021 Annual Report on Form 10-K filed on February 4,
2022.
There were no newly identified significant accounting estimates
during the six months ended June 30, 2022, nor were there any
material changes to the critical accounting policies and estimates
discussed in our 2021 Annual Report.