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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): February 4, 2008
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 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 Communication 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 February 4, 2008, Las Vegas Sands Corp. (the "Company") issued a
press release announcing its results of operations for the fourth quarter and
fiscal year ended December 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 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 disclosures 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 the Company's operating profitability to that
of 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 and The Venetian 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.
99.1 Press Release, dated February 4, 2008.
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: February 4, 2008
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
99.1 Press Release, dated February 4, 2008.