================================================================================
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): August 2, 2006
LAS VEGAS SANDS CORP.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
001-32373 27-0099920
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 414-1000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
--------------------------------------------------------------------------------
(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))
================================================================================
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 August 2, 2006, Las Vegas Sands Corp. (the "Company") issued a
press release announcing its results of operations for the second quarter
ended June 30, 2006. The press release is attached as Exhibit 99.1 to this
report and is incorporated by reference into this item.
Within the Company's second quarter 2006 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 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 of 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
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. In particular, management utilizes adjusted property
EBITDAR to compare the operating profitability of its casinos with those of
its competitors, as well as for certain incentive compensation. In arriving at
adjusted property EBITDAR, rental expense is added to adjusted EBITDA because
the Company leases its HVAC plant and believes this provides a comparison of
operating profitability to Las Vegas competitors that own their HVAC plants.
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 pre-opening expense, development
expense, and corporate expense, which do not relate to the management of
specific casino properties 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) 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 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 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.
99.1 Press Release, dated August 2, 2006.
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: August 2, 2006
LAS VEGAS SANDS CORP.
By: /s/ Robert P. Rozek
-----------------------------
Name: Robert P. Rozek
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
99.1 Press Release, dated August 2, 2006.