UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] 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 333-42147
LAS VEGAS SANDS, INC.
(Exact name of registration as specified in its charter)
Nevada 04-3010100
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3355 Las Vegas Boulevard South, Room 1A
Las Vegas, Nevada 89109
----------------- -----
(Address of principal executive offices) (Zip Code)
(702) 733-5000
------------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 7, 1998.
Class Outstanding at August 7, 1998
----- -----------------------------
Common Stock, $.10 par value 925,000 shares
<PAGE>
Las Vegas Sands, Inc.
Table of Contents
Part I
FINANCIAL INFORMATION
Item 1. Consolidated Statements of
Operations for the Three Months and Six Months Ended
June 30, 1998 and June 30, 1997 ........................ 1
Consolidated Balance Sheets
At June 30, 1998 and December 31, 1997 ................. 2
Consolidated Statements of
Cash Flows for the Six Months Ended
June 30, 1998 and June 30, 1997 ........................ 3
Notes to Consolidated Financial Statements ............ 4-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations ......8-10
Part II
Other Information
Item 6. Exhibits and Reports on Form 8-K ...................... 11
Signatures ............................................ 12
<PAGE>
LAS VEGAS SANDS, INC.
Part I
Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Other $ 298 $ 237 $ 447 $ 466
-------- -------- -------- -----
Total revenues 298 237 447 466
Operating expenses:
Payroll 549 549
Advertising 125 125
Professional services 246 246
Other general & administrative expenses 953 953
Amortization 25 25 50 50
-------- -------- -------- -----
Total operating expenses 1,898 25 1,923 50
-------- -------- -------- -----
Operating income (loss) (1,600) 212 (1,476) 416
-------- -------- -------- -----
Other income (expense):
Interest income 4,994 25 10,693 49
Interest expense, net of amounts capitalized (11,018) (23,620)
-------- -------- -------- -----
Net income (loss) $ (7,624) $ 237 $(14,403) $ 465
======== ======== ======== =====
Basic and diluted income (loss) per share $ (8.24) $ 0.26 $ (15.57) $0.50
======== ======== ======== =====
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
1
<PAGE>
LAS VEGAS SANDS, INC.
Consolidated Balance Sheets
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30,
1998 December 31,
(Unaudited) 1997
----------- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,185 $ 857
Restricted cash and investments 316,425 341,725
Other current assets 202 213
--------- ---------
Total current assets 317,812 342,795
Property and equipment, net 493,251 279,770
Restricted investments 85,186
Deferred offering costs, net 36,840 38,618
Other assets 1,372 1,398
--------- ---------
$ 849,275 $ 747,767
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ -- $ 1,701
Construction payables 57,368 32,141
Other accrued liabilities 9,544 9,913
Current maturities of long term debt 1,362
--------- ---------
Total current liabilities 68,274 43,755
Long-term debt 607,004 515,612
--------- ---------
675,278 559,367
--------- ---------
Preferred Interest in Venetian Casino Resort, LLC,
a wholly owned subsidiary 77,053 77,053
--------- ---------
Commitments and contingencies
Stockholder's equity:
Common stock, $.10 par value, 3,000,000 shares
authorized, 925,000 shares
issued and outstanding 92 92
Capital in excess of par value 112,977 112,977
Accumulated deficit since June 30, 1996 (16,125) (1,722)
--------- ---------
96,944 111,347
--------- ---------
$ 849,275 $ 747,767
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
LAS VEGAS SANDS, INC.
Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (14,403) $ 465
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Amortization 50 50
Interest earned on restricted investments (6,358) --
Changes in assets and liabilities
Other current assets 11 194
Other assets (26) (58)
Accounts payable (1,701) (565)
Other accrued liabilities (369) (720)
--------- --------
Net cash used in operating activities (22,796) (634)
--------- --------
Cash flows from investing activities:
Proceeds from sale of investments 116,844
Construction of Casino Resort (186,037) (25,399)
--------- --------
Net cash used in investing activities (69,193) (25,399)
--------- --------
Cash flows from financing activities:
Proceeds from capital contributions 25,500
Proceeds from preferred interest in Venetian 10,000
Proceeds from mall construction loan facility 38,292
Proceeds from bank credit facility 46,000
Proceeds from revolving credit facility 8,025
--------- --------
Net cash provided by financing activities 92,317 35,500
--------- --------
Increase in cash and cash equivalents 328 9,467
Cash and cash equivalents at beginning of period 857 879
--------- --------
Cash and cash equivalents at end of period $ 1,185 $ 10,346
========= ========
Supplemental disclosure of cash flow information:
Cash payments for interest $ 33,114 $ --
========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
LAS VEGAS SANDS, INC.
Notes to Financial Statements
Note 1 Organization and Basis of Presentation
The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
Las Vegas Sands, Inc. ("LVSI") is a Nevada corporation. Effective April
28, 1989, LVSI commenced gaming operations in Las Vegas, Nevada, by acquiring
the Sands Hotel and Casino (the "Sands"). On June 30, 1996, LVSI closed the
Sands and subsequently demolished the facility to make way for a planned two
phase hotel-casino resort. The first phase of the hotel casino resort (the
"Casino Resort") will include approximately 3,036 suites, casino space
approximating 116,000 square feet, approximately 500,000 square feet of
convention space, and approximately 500,000 square feet of retail shops and
restaurants.
The consolidated financial statements as of June 30, 1998, June 30,
1997 and December 31, 1997 include the accounts of LVSI and its wholly owned
subsidiaries (the "Subsidiaries"), including Venetian Casino Resort, LLC
("Venetian"), Grand Canal Shops Mall, LLC (the "Mall Subsidiary"), Lido Casino
Resort, LLC, Mall Intermediate Holding Company, LLC ("Mall Intermediate"), Grand
Canal Shops Mall Construction, LLC ("Mall Construction"), Lido Intermediate
Holding Company, LLC ("Lido Intermediate"), Grand Canal Shops Mall Holding
Company, LLC, Lido Casino Resort Holding Company, LLC, Grand Canal Shops Mall
MM, Inc. and Lido Casino Resort MM, Inc. (collectively, the "Company"). Each of
LVSI and the Subsidiaries is a separate legal entity and the assets of each such
entity are intended to be available only to the creditors of such entity.
Venetian was formed on March 20, 1997 to own and operate certain
portions of the Casino Resort. LVSI is the managing member and owns 100% of the
common voting equity in Venetian. The entire preferred interest in Venetian is
owned by Interface Group Holding Company, Inc., which is wholly owned by LVSI's
sole stockholder (the "Sole Stockholder").
Mall Intermediate, Mall Construction and Lido Intermediate are special
purpose companies, which are wholly owned subsidiaries of Venetian. They are
guarantors or co-obligors of certain indebtedness related to the construction of
the Casino Resort.
The Mall Subsidiary is an indirect wholly owned subsidiary of Mall
Intermediate and was formed on March 20, 1997 to own and operate the retail mall
in the Casino Resort.
Construction of the Casino Resort commenced in April 1997 and
completion is scheduled for the second quarter of 1999. The Company expects to
expend $998.5 million (including capitalized interest and financing costs) to
complete construction and open the Casino Resort.
Note 2 Per Share Data
Basic and diluted per share amounts are calculated based upon the
weighted average number of shares outstanding. The weighted average number of
shares outstanding used in the computation of per share amounts of common stock
was 925,000 for all periods presented.
Note 3 Property and Equipment
Property and equipment includes costs incurred to construct the Casino
Resort and consists of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---- ----
<S> <C> <C>
Land and land improvements $ 93,634 $ 93,634
Equipment, furniture and fixtures 422 422
Construction in progress 399,195 185,714
-------- ---------
$493,251 $ 279,770
======== =========
</TABLE>
4
<PAGE>
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)
Note 3 Property and Equipment (continued)
Construction in progress at June 30, 1998 and December 31, 1997
consists of construction costs, including capitalized interest of $15.2 million
and $2.2 million at June 30, 1998, and December 31, 1997, respectively.
Note 4 Long-Term Debt
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---- ----
<S> <C> <C>
12 1/4% Mortgage Notes, due November 15, 2004 $425,000 $ 425,000
14 1/4% Senior Subordinated Notes, due November 15, 2005
(Net of unamortized discount of $6,451 and $6,888) 91,049 90,612
Mall Construction Loan Facility 38,292
Revolving Credit Facility 8,025
Bank Credit Facility 46,000
Less: current maturities (1,362)
-------- ---------
Total long-term debt $607,004 $ 515,612
======== =========
</TABLE>
In connection with the financing for the Casino Resort, the Company
entered into a series of transactions during 1997 to provide for the development
and construction of the Casino Resort. In November 1997, the Company issued
$425.0 million aggregate principal amount of Mortgage Notes (the "Mortgage
Notes") and $97.5 million aggregate principal amount of Senior Subordinated
Notes (the "Senior Subordinated Notes" and, together with the Mortgage Notes,
the "Notes") in a private placement. In November 1997, LVSI, Venetian and a
syndicate of lenders entered into a bank credit facility (the "Bank Credit
Facility"). The Bank Credit Facility provides up to $150.0 million in multiple
draw term loans to the Company for construction and development of the Casino
Resort. Up to $20.0 million of additional credit in the form of revolving loans
under the Bank Credit Facility (the "Revolving Credit Facility") is available
generally for working capital beginning six months prior to the completion date.
During the construction of the Casino Resort, up to $15.0 million of the
revolving loans or letters of credit will be available to fund purchases of
certain furniture, fixtures and equipment. In November 1997, LVSI, Venetian,
Mall Construction and a major non-bank lender entered into a mall construction
loan facility to provide up to $140.0 million in financing for the retail mall
in the Casino Resort (the "Mall Construction Loan Facility"). In December 1997,
the Company entered into an agreement (the "FF&E Credit Facility") with certain
lenders to provide for $97.7 million of financing for certain furniture,
fixtures and equipment to be secured under the FF&E Credit Facility and an
electrical substation. During the six months ended June 30, 1998, $38.3 million,
$8.0 million and $46.0 million were drawn from the Mall Construction Loan
Facility, Revolving Credit Facility and the Bank Credit Facility, respectively.
In addition, during the first six months the Company has committed to
$3.2 million of irrevocable letters of credit drawn on the Bank Credit Facility
revolving loan.
Note 5 Commitments and Contingencies
Construction Costs
Ground breaking for the Casino Resort occurred in April 1997. The
redevelopment of the site of the Sands is expected to be completed in two phases
(with the first phase being construction of the Casino Resort). There can be no
assurance, however, as to when, or if, such construction will be completed due
to risks and uncertainties inherent in the development process. The cost of the
Casino Resort (excluding land acquisition cost) is currently estimated at $998.5
million.
Litigation
The Company is party to litigation matters and claims related to its
operations. The financial statements include provisions for estimated losses
related thereto. Management does not expect that the final resolution of these
matters will have a material impact on the financial position and results of
operations of the Company.
5
<PAGE>
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)
Note 6 Summarized Financial Information
Venetian, Mall Intermediate, Mall Construction, and Lido Intermediate
(collectively, the "Subsidiary Guarantors") are wholly owned subsidiaries of
LVSI. Venetian and LVSI are co-obligors of the Notes and certain other
indebtedness related to construction of the Casino Resort and are jointly and
severally liable for such indebtedness. The Subsidiary Guarantors have jointly
and severally guaranteed (or are co-obligors of) such debt on a full and
unconditional basis (other than indebtedness under the Mall Construction Loan
Facility which is guaranteed only by Mall Intermediate and Mall Construction).
No other subsidiary of LVSI is an obligor or guarantor of any of the Casino
Resort financing. Summarized financial information is presented for
non-guarantor subsidiaries of the Company through June 30, 1998. Separate
financial statements and other disclosures concerning each of Venetian, the
Subsidiary Guarantors and non-guarantor subsidiaries are not presented because
management believes that they are not material to investors. Summarized
financial information of LVSI, Venetian, the Subsidiary Guarantors, and
non-guarantor subsidiaries on a combined basis as of and for the six months
ended June 30, 1998 is as follows (in thousands):
6
<PAGE>
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
Venetian
and the Non- Consolidating/
Las Vegas Subsidiary Guarantor Eliminating
Sands, Inc. Guarantors Subsidiaries Entries Total
----------- ---------- ------------ ------- -----
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 485 $ 692 $ 8 $ -- $ 1,185
Restricted cash and investments 316,425 316,425
Amounts due from Venetian 630 (630) --
Other current assets 3 199 202
-------- --------- --- --------- --------
Total current assets 1,118 317,316 8 (630) 317,812
-------- --------- --- --------- --------
Property and equipment, net 493,251 493,251
Investment in Subsidiaries 114,156 117 8 (114,281) --
Deferred offering costs 36,840 36,840
Other assets 1,308 64 1,372
-------- --------- --- --------- --------
$116,582 $ 847,588 $16 $(114,911) $849,275
======== ========= === ========= ========
Accounts payable $ -- $ -- $-- $ -- $ --
Construction payables 57,368 57,368
Amounts due to LVSI 630 (630) --
Other accrued liabilities 1,586 7,958 9,544
Current maturities of long term debt 1,362 1,362
-------- --------- --- --------- --------
Total current liabilities 1,586 67,318 (630) 68,274
Long-term debt 607,004 607,004
-------- --------- --- --------- --------
1,586 674,322 (630) 675,278
Preferred interest in Venetian 77,053 77,053
-------- --------- --- --------- --------
Stockholder's equity 114,996 96,213 16 (114,281) 96,944
-------- --------- --- --------- --------
$116,582 $ 847,588 $16 $(114,911) $849,275
======== ========= === ========= ========
</TABLE>
6
<PAGE>
LAS VEGAS SANDS, INC.
Notes to Financial Statements (continued)
Note 6 Summarized Financial Information (continued)
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Venetian
and the Non- Consolidating/
Las Vegas Subsidiary Guarantor Eliminating
Sands, Inc. Guarantors Subsidiaries Entries Total
----------- ---------- ------------ ------- -----
<S> <C> <C> <C> <C> <C>
Revenues $426 $ 21 $ -- $-- $ 447
Operating expenses 50 1,828 45 1,923
---- -------- -------- -- --------
Operating income (loss) 376 (1,807) (45) (1,476)
Other income (expense):
Interest income 21 10,672 10,693
Interest expense (23,620) (23,620)
---- -------- -------- --- --------
Net income (loss) $397 $(14,755) $ (45) $-- $(14,403)
==== ======== ======== === ========
</TABLE>
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Venetian
and the Non- Consolidating/
Las Vegas Subsidiary Guarantor Eliminating
Sands, Inc. Guarantors Subsidiaries Entries Total
----------- ---------- ------------ ------- -----
<S> <C> <C> <C> <C> <C>
Net cash provided by ( used in) operating
activities $ 367 $ (23,118) $ (45) $ -- $ (22,796)
----- --------- ----- ---- ---------
Cash flows from investing activities:
Proceeds from sale of investments 116,844 116,844
Investment in subsidiaries (24) (80) (8) 112 --
Construction of Casino Resort (186,037) (186,037)
----- --------- ----- ---- ---------
Net cash used in investing activities (24) (69,273) (8) 112 (69,193)
Cash flows from financing activities:
Proceeds from mall construction loan facility 38,292 38,292
Proceeds from bank credit facility 46,000 46,000
Proceeds from revolving credit facility 8,025 8,025
Proceeds from capital contributions -- 51 61 (112) --
----- --------- ----- ---- ---------
Net cash provided by financing activities -- 92,368 61 (112) 92,317
----- --------- ----- ---- ---------
Increase (decrease) in cash and cash equivalents 343 (23) 8 328
Cash and cash equivalents at beginning of period 142 715 857
----- --------- ----- ---- ---------
Cash and cash equivalents at end of period $ 485 $ 692 $ 8 $ -- $ 1,185
===== ========= ===== ==== =========
</TABLE>
7
<PAGE>
LAS VEGAS SANDS, INC.
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 consolidated Financial Statements and the
notes thereto and other financial information included in the 1997 Annual Report
on Form 10-K. 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."
Results of Operations
The Company owns and is developing approximately 45 acres on the Las
Vegas Strip. The Company is constructing and will own and operate the Casino
Resort, a large-scale Venetian-themed hotel, casino, retail, meeting and
entertainment complex in Las Vegas, Nevada. The Casino Resort is expected to
commence operations in the second quarter of 1999. On June 30, 1996 the Company
suspended operations and closed the Sands to begin the construction of the
Casino Resort. The Company's operating income since June 30, 1996 primarily
consists of rental and royalty income. Pre-opening activities associated with
the opening of the Casino Resort commenced during the second quarter 1998 and
are included in operating expenses. Other income and expense consists of
interest income earned and non-capitalized interest expense associated with
financing the development of the Casino Resort.
Second Quarter Ended 1998 compared to Second Quarter Ended 1997
Operating Revenues. Revenues for the second quarter of 1998 were
$298,000 compared with $237,000 during the same period last year and consisted
primarily of rental and royalty income.
Operating Expenses. Pre-opening expenses of $1.9 million were incurred
during the second quarter of 1998 compared with $0 during the same period in
1997. Pre-opening expenses included payroll, advertising, professional services
and other general and administrative expenses related to the opening of the
Casino Resort. Amortization expense was $25,000 in both quarters.
Interest Income (Expense). Interest income increased to $5.0 million
during the second quarter of 1998 from $25,000 during the same period last year
as a result of investing proceeds received from the sale of the Notes in the
aggregate principal amount of $522.5 million on November 14, 1997. The increase
in interest expense to $11.0 million for the quarter ended June 30, 1998 from $0
during the same period in 1997 represents the non-capitalized interest expense
resulting from debt incurred related to the financing of the Casino Resort.
Six Months Ended 1998 compared to Six Months Ended 1997
Operating Revenues. Revenues for the first six months of 1998 were
$447,000 compared with $466,000 during the same period last year and consisted
primarily of rent and royalty income.
Operating Expenses. Pre-opening expenses of $1.9 million were incurred
during the first six months of 1998 compared with $0 during the same period in
1997. Pre-opening expenses included payroll, advertising, professional services
and other general and administrative expenses related to the opening of the
Casino Resort. Amortization expense was $50,000 in both periods.
Interest Income (Expense). Interest income increased to $10.7 million
during the first six months of 1998 from $49,000 during the same period last
year as a result of investing proceeds received from the sale of the Notes in
the aggregate principal amount of $522.5 million on November 14, 1997. The
increase in interest expense to $23.6 million for the six months ended June 30,
1998 from $0 during the same period in 1997 represents the non-capitalized
interest expense resulting from debt incurred related to the financing of the
Casino Resort.
8
<PAGE>
LAS VEGAS SANDS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations (Continued)
Liquidity and Capital Resources
As of June 30, 1998 and December 31, 1997 the Company held cash and
cash equivalents of $1.2 million and $0.9 million, respectively. As of June 30,
1998 and December 31, 1997, the Company held restricted cash and cash
equivalents of $316.4 million and $426.9 million, respectively. Cash used in
operating activities for the first six months of 1998 was $22.8 million compared
with $0.6 million for the same period of 1997.
Capital expenditures during the first six months of 1998 were $186.0
million, consisting of construction of the Casino Resort. Of the cost expended
or incurred during the first six months of 1998, $46.0 million, $8.0 million and
$38.3 million were drawn from the Bank Credit Facility, Revolving Credit
Facility and Mall Construction Loan Facility, respectively. The balance of the
capital expenditures represents proceeds from the Notes and period end accruals
for construction payables and contractor retention amounts. As of June 30, 1998,
approximately $454.0 million of the total project cost of $998.5 million
(excluding land acquisitions costs) had been expended or incurred to fund
construction and development of the Casino Resort. The remaining $544.5 million
of estimated construction and development costs for the Casino Resort is
expected to be funded from a combination of (i) continued company borrowings
under a $150.0 million Bank Credit Facility, (ii) remaining proceeds from the
offering of the Mortgage Notes, (iii) continued borrowings under a $140.0
million Mall Construction Loan Facility and (iv) borrowings under a $97.7
million FF&E Credit Facility. In addition, a heating, ventilating and air
conditioning provider (the "HVAC Provider") will separately contribute $70.0
million for the purchase and installation of heating, ventilating and air
conditioning equipment which the HVAC Provider will own and operate.
LVSI and Venetian completed an exchange offer on June 1, 1998 for
$425.0 million of their 12.25% Mortgage Notes due 2004 and $97.5 million of
their 14.25% Senior Subordinated Notes due 2005, pursuant to a registration
statement which became effective April 30, 1998. The Notes were exchanged for
notes with substantially the same terms issued in the private placement in
November 1997.
Following the completion of the Casino Resort, the Company expects to
fund their operations and capital requirements from (i) operating cash flow and
(ii) additional indebtedness of up to $20.0 million of revolving loans under the
Bank Credit Facility.
Although no additional financing for the Casino Resort is currently
contemplated (other than that described above), the Company will seek, if
necessary and to the extent permitted under the indentures entered into in
connection with the issuance of each of the Mortgage Notes and the Senior
Subordinated Notes and the terms of the Bank Credit Facility and the Mall
Construction Loan Facility, additional financing through additional bank
borrowings or debt or equity financings. There can be no assurance that
additional financing, if needed, will be available to the Company, and, if
available, that the financing will be on terms favorable to the Company, or that
the Sole Stockholder or any of his affiliates will provide any such financing.
Finally, there can be no assurance that new business developments or other
unforeseen events will not occur resulting in the need to raise additional
funds.
9
<PAGE>
LAS VEGAS SANDS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations (Continued)
Special Note Regarding Forward-Looking Statements
Certain statements in this Section and elsewhere in this Quarterly
Report on Form 10-Q constitute "forward-looking statements." Such
forward-looking statements include the discussions of the business strategies of
the Company and expectations concerning future operations, margins,
profitability, liquidity and capital resources. Although the Company believes
that such forward-looking statements are reasonable, it can give no assurance
that any forward-looking statements will prove to be correct. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the risks associated with entering into a new
venture and new construction, competition and other planned construction in Las
Vegas, government regulation related to the casino industry, uncertainty of
casino spending and vacationing in casino resorts in Las Vegas, occupancy rates
and average daily room rates in Las Vegas, demand for all-suites rooms, the
popularity of Las Vegas as a convention and trade show destination, the
completion of infrastructure improvements in Las Vegas, including the recent
expansion of McCarran International Airport, and general economic and business
conditions which may impact levels of disposable income of consumers and pricing
of hotel rooms.
10
<PAGE>
LAS VEGAS SANDS, INC.
Part II
OTHER INFORMATION
Items 1 through 5 of Part II are not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits
Exhibit No. Description of Document
----------- -----------------------
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
June 30, 1998.
11
<PAGE>
LAS VEGAS SANDS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAS VEGAS SANDS, INC.
August 12, 1998 By:/s/ Sheldon G. Adelson
----------------------
Sheldon G. Adelson
Chairman of the Board, Chief
Executive Officer and Director
August 12, 1998 By:/s/ Harry D. Miltenberger
-------------------------
Harry D. Miltenberger
Vice President-Finance
(principal financial
and accounting officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000850994
<NAME> Venetian
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Jun-30-1998
<CASH> 1,185
<SECURITIES> 316,425
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 317,812
<PP&E> 493,251
<DEPRECIATION> 0
<TOTAL-ASSETS> 849,275
<CURRENT-LIABILITIES> 68,274
<BONDS> 516,050
77,053
0
<COMMON> 92
<OTHER-SE> 96,852
<TOTAL-LIABILITY-AND-EQUITY> 849,275
<SALES> 447
<TOTAL-REVENUES> 447
<CGS> 0
<TOTAL-COSTS> 1,923
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,620
<INCOME-PRETAX> (14,403)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14,403)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,403)
<EPS-PRIMARY> (15)
<EPS-DILUTED> (15)
</TABLE>
