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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): MAY 2, 2007
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
001-32373 27-0099920
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The following information is being furnished under Item 2.02 --
Results of Operations and Financial Condition.
On May 2, 2007, Las Vegas Sands Corp. (the "Company") issued a
press release announcing its results of operations for the first quarter ended
March 31, 2007. The press release is attached as Exhibit 99.1 to this report
and is incorporated by reference into this item.
Within the Company's first quarter 2007 press release, the Company
makes reference to certain non-GAAP financial measures including "adjusted net
income", "adjusted earnings per diluted share", "adjusted EBITDA" and "adjusted
property EBITDAR", which have directly comparable GAAP financial measures. The
Company believes that these measures represent important internal measures of
performance. Accordingly, where these non-GAAP measures are provided, it is
done so that investors have the same financial data that management uses in
evaluating performance with the belief that it will assist the investment
community in properly assessing the underlying performance of the Company on a
year-over-year and a quarter sequential basis. Whenever such information is
presented, the Company has complied with the provisions of the rules under
Regulation G and Item 2.02 of Form 8-K. The specific reasons, in addition to
the reasons described above, why the Company's management believes that the
presentation of the non-GAAP financial measures provides useful information to
investors regarding the Company's financial condition, results of operations
and cash flows are as follows:
Adjusted net income and adjusted earnings per diluted share are
presented as supplemental disclosure as management believes they are (1) each
widely used measures of performance by industry analysts and investors and (2)
a principal basis for valuation of gaming companies, as these non-GAAP measures
are considered by many as an alternative measure on which to base expectations
for future results. These measures also form the basis of certain internal
management performance expectations. Accordingly, these measures are presented
so that investors have the same financial data that management uses in
evaluating performance with the belief that it will assist the investment
community in properly assessing the underlying performance of the Company on a
year-over-year and a quarter sequential basis.
Adjusted property EBITDAR and adjusted EBITDA are supplemental
non-GAAP financial measures used by management, as well as industry analysts,
to evaluate operations and operating performance. In particular, management
utilizes adjusted property EBITDAR to compare the operating profitability of
its casinos with those of its competitors, as well as for determining certain
incentive compensation. In arriving at adjusted property EBITDAR, rental
expense for the HVAC plant in Las Vegas and amortization of the leasehold
interest in land is added to adjusted EBITDA because the Company believes this
provides a better comparison of operating profitability to its competitors. The
Company is also presenting adjusted property EBITDAR because it is used by some
investors as a way to measure a company's ability to incur and service debt,
make capital expenditures and meet working capital requirements. Gaming
companies have historically reported EBITDAR as a supplemental performance
measure to GAAP financial measures. In order to view the operations of their
casinos on a more stand-alone basis, gaming companies, including Las Vegas
Sands Corp., have historically excluded certain expenses that do not relate to
the management of specific casino properties, such as pre-opening expense,
development expense, and corporate expense, from their EBITDAR calculations.
When evaluating adjusted property EBITDAR, investors should consider, among
other factors, (1) increasing or decreasing trends in adjusted property EBITDAR
and (2) how adjusted property EBITDAR compares to levels of debt and interest
expense. However, adjusted property EBITDAR 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 generally accepted accounting
principles. The Company has significant uses of cash flow, including capital
expenditures, interest payments and debt principal repayments, which are not
reflected in adjusted property EBITDAR. Not all companies calculate EBITDAR in
the same manner. As a result, adjusted property EBITDAR as presented by Las
Vegas Sands Corp. may not be directly comparable to similarly titled measures
presented by other companies. Adjusted property EBITDAR consists of adjusted
EBITDAR for a particular property, such as The Venetian in Las Vegas and The
Sands Macao in Macao. Accordingly, the measures are presented so that investors
have the same financial data that management uses in evaluating performance
with the belief that it will assist the investment community in properly
assessing the underlying performance of the Company on a year-over-year and a
quarter sequential basis.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated May 2, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: May 2, 2007
LAS VEGAS SANDS CORP.
By: /s/ Robert P. Rozek
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Name: Robert P. Rozek
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release, dated May 2, 2007.