Item 2. Management’s Discussion and Analysis
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.
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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
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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 paym ent 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; authoriza tion 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.
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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.
Recent Accounting Pronouncements
See related disclosure at “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 1 — Organization and Business of Company — Recent Accounting Pronouncements.”
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties, prior to its sale on February 23, 2022, were dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.
Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of
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3.15% to 3.45% in Macao and Singapore, and our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 26.4%, 22.1%, 23.6%, 25.1%, 18.6% and 15.5% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 3.9%, 3.7%, 3.5%, 7.4%, 2.8% and 4.2% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 11.8% and 12.0%, respectively, of our table games play was conducted on a credit basis for the six months ended June 30, 2022.
Casino revenue measurements for the U.S.: The volume measurements in the U.S. were slot handle, as previously described, and table games drop, which was the total amount of cash and net markers issued (credit instruments) deposited in the table drop box. We viewed table games win as a percentage of drop and slot hold as a percentage of slot handle. Our win and hold percentages were calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Similar to Macao and Singapore, slot machine play was generally conducted on a cash basis.
Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures). The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.
Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021
Summary Financial Results
Our financial results were adversely impacted as a result of decreased visitation at our Macao operating properties as tighter border restrictions were re-introduced as a result of increased positive COVID-19 cases in Macao and the surrounding regions, partially offset by increased visitation at Marina Bay Sands due to the VTF program and loosened pandemic-related restrictions. See “COVID-19 Pandemic” for further information. Net revenues for the three months ended June 30, 2022, were $1.05 billion, compared to $1.17 billion for the three months ended June 30, 2021. Operating loss was $147 million for the three months ended June 30, 2022, compared to $139 million for the three months ended June 30, 2021. Net loss from continuing operations was $414 million for the three months ended June 30, 2022, compared to $280 million for the three months ended June 30, 2021.
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Operating Revenues
Our net revenues consisted of the following:
Three Months Ended June 30,
2022 2021 Percent
Change
(Dollars in millions)
Casino $ 709 $ 843 (15.9) %
Rooms 97 115 (15.7) %
Food and beverage 63 50 26.0 %
Mall 148 148 — %
Convention, retail and other 28 17 64.7 %
Total net revenues $ 1,045 $ 1,173 (10.9) %
Consolidated net revenues were $1.05 billion for the three months ended June 30, 2022, a decrease of $128 million compared to $1.17 billion for the three months ended June 30, 2021. The decrease is due to a $480 million decrease at our Macao operations, partially offset by a $352 million increase at Marina Bay Sands.
Net casino revenues decreased $134 million compared to the three months ended June 30, 2021. The change was driven by a $411 million decrease at our Macao operations due to lower visitation across our properties resulting in decreased table games and slot volumes. Casino revenues at Marina Bay Sands increased $277 million due to increases in Rolling Chip volume and Non-Rolling Chip drop, driven by increased visitation. The following table summarizes the results of our casino activity:
Three Months Ended June 30,
2022 2021 Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues $ 91 $ 307 (70.4) %
Non-Rolling Chip drop $ 332 $ 999 (66.8) %
Non-Rolling Chip win percentage 26.2 % 27.6 % (1.4) pts
Rolling Chip volume $ 264 $ 1,510 (82.5) %
Rolling Chip win percentage 4.76 % 4.91 % (0.15) pts
Slot handle $ 254 $ 551 (53.9) %
Slot hold percentage 4.9 % 3.7 % 1.2 pts
The Londoner Macao
Total net casino revenues $ 42 $ 133 (68.4) %
Non-Rolling Chip drop $ 175 $ 551 (68.2) %
Non-Rolling Chip win percentage 23.2 % 21.0 % 2.2 pts
Rolling Chip volume $ 222 $ 1,126 (80.3) %
Rolling Chip win percentage 4.35 % 4.76 % (0.41) pts
Slot handle $ 163 $ 286 (43.0) %
Slot hold percentage 4.0 % 3.8 % 0.2 pts
The Parisian Macao
Total net casino revenues $ 24 $ 69 (65.2) %
Non-Rolling Chip drop $ 91 $ 358 (74.6) %
Non-Rolling Chip win percentage 22.4 % 20.6 % 1.8 pts
Rolling Chip volume $ 48 $ 32 50.0 %
Rolling Chip win percentage 14.20 % 8.24 % 5.96 pts
Slot handle $ 64 $ 244 (73.8) %
Slot hold percentage 4.7 % 3.0 % 1.7 pts
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Three Months Ended June 30,
2022 2021 Change
(Dollars in millions)
The Plaza Macao and Four Seasons Macao
Total net casino revenues $ 38 $ 74 (48.6) %
Non-Rolling Chip drop $ 101 $ 350 (71.1) %
Non-Rolling Chip win percentage 26.4 % 21.4 % 5.0 pts
Rolling Chip volume $ 489 $ 529 (7.6) %
Rolling Chip win percentage 4.90 % 4.42 % 0.48 pts
Slot handle $ 3 $ 18 (83.3) %
Slot hold percentage 5.9 % 3.5 % 2.4 pts
Sands Macao
Total net casino revenues $ 14 $ 37 (62.2) %
Non-Rolling Chip drop $ 57 $ 131 (56.5) %
Non-Rolling Chip win percentage 17.6 % 16.9 % 0.7 pts
Rolling Chip volume $ 66 $ 332 (80.1) %
Rolling Chip win percentage 6.86 % 6.51 % 0.35 pts
Slot handle $ 120 $ 161 (25.5) %
Slot hold percentage 2.7 % 3.3 % (0.6) pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues $ 500 $ 223 124.2 %
Non-Rolling Chip drop $ 1,137 $ 553 105.6 %
Non-Rolling Chip win percentage 18.5 % 18.1 % 0.4 pts
Rolling Chip volume $ 5,394 $ 612 781.4 %
Rolling Chip win percentage 4.29 % 6.44 % (2.15) pts
Slot handle $ 4,090 $ 3,165 29.2 %
Slot hold percentage 4.4 % 4.3 % 0.1 pts
In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.
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Room revenues decreased $18 million compared to the three months ended June 30, 2021. The decrease was primarily due to decreased occupancy rates and decreased RevPAR driven by lower visitation at our Macao operations compared to the three months ended June 30, 2021. The decrease was partially offset by an increase at Marina Bay Sands as visitation increased due to the VTF program and loosened pandemic-related restrictions. The following table summarizes the results of our room activity:
Three Months Ended June 30,
2022 2021 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 12 $ 24 (50.0) %
Occupancy rate 36.8 % 58.6 % (21.8) pts
Average daily room rate (ADR) $ 137 $ 159 (13.8) %
Revenue per available room (RevPAR) $ 50 $ 93 (46.2) %
The Londoner Macao
Total room revenues $ 14 $ 28 (50.0) %
Occupancy rate 24.9 % 44.2 % (19.3) pts
Average daily room rate (ADR) $ 137 $ 152 (9.9) %
Revenue per available room (RevPAR) $ 34 $ 67 (49.3) %
The Parisian Macao
Total room revenues $ 7 $ 17 (58.8) %
Occupancy rate 37.0 % 58.4 % (21.4) pts
Average daily room rate (ADR) $ 100 $ 119 (16.0) %
Revenue per available room (RevPAR) $ 37 $ 70 (47.1) %
The Plaza Macao and Four Seasons Macao
Total room revenues $ 6 $ 12 (50.0) %
Occupancy rate 23.3 % 48.4 % (25.1) pts
Average daily room rate (ADR) $ 412 $ 445 (7.4) %
Revenue per available room (RevPAR) $ 96 $ 215 (55.3) %
Sands Macao
Total room revenues $ 2 $ 2 — %
Occupancy rate 56.6 % 71.1 % (14.5) pts
Average daily room rate (ADR) $ 127 $ 141 (9.9) %
Revenue per available room (RevPAR) $ 72 $ 100 (28.0) %
Singapore Operations:
Marina Bay Sands (1)
Total room revenues $ 56 $ 32 75.0 %
Occupancy rate 93.9 % 67.9 % 26.0 pts
Average daily room rate (ADR) $ 330 $ 221 49.3 %
Revenue per available room (RevPAR) $ 310 $ 150 106.7 %
__________________________
(1) During the three months ended June 30, 2022 , approximately 500 rooms were under construction for renovation purposes.
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Food and beverage revenues increased $13 million compared to the three months ended June 30, 2021. The increase was due to $24 million in increased business volume at food and beverage outlets at Marina Bay Sands, including a $19 million increase at major food outlets and $5 million increase in banquets driven by loosened pandemic-related restrictions. This increase was partially offset by an $11 million decrease at our Macao operations due to lower business volume at most outlets.
Mall revenues were flat compared to the three months ended June 30, 2021. A $16 million decrease in mall revenues in Macao, driven by decreases in base rent and turnover rent and an increase in rent concessions granted to our mall tenants in Macao, was offset by a $16 million increase in mall revenues in Singapore, driven by a decrease in rent concessions granted to our mall tenants in Singapore.
For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
Three Months Ended June 30,
2022 2021 Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 41 $ 49 (16.3) %
Mall gross leasable area (in square feet) 814,720 814,731 — %
Occupancy 75.1 % 79.2 % (4.1) pts
Base rent per square foot $ 299 $ 297 0.7 %
Tenant sales per square foot (1)
$ 1,169 $ 1,227 (4.7) %
Shoppes at Londoner
Total mall revenues $ 12 $ 15 (20.0) %
Mall gross leasable area (in square feet) 605,429 520,941 16.2 %
Occupancy 58.3 % 60.9 % (2.6) pts
Base rent per square foot $ 141 $ 136 3.7 %
Tenant sales per square foot (1)
$ 1,407 $ 1,058 33.0 %
Shoppes at Parisian
Total mall revenues $ 7 $ 10 (30.0) %
Mall gross leasable area (in square feet) 296,322 296,145 0.1 %
Occupancy 73.2 % 78.1 % (4.9) pts
Base rent per square foot $ 129 $ 147 (12.2) %
Tenant sales per square foot (1)
$ 475 $ 593 (19.9) %
Shoppes at Four Seasons
Total mall revenues $ 33 $ 34 (2.9) %
Mall gross leasable area (in square feet) 248,663 244,104 1.9 %
Occupancy 94.4 % 93.9 % 0.5 pts
Base rent per square foot $ 544 $ 548 (0.7) %
Tenant sales per square foot (1)
$ 5,139 $ 5,389 (4.6) %
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 55 $ 39 41.0 %
Mall gross leasable area (in square feet) 622,038 620,427 0.3 %
Occupancy 99.7 % 98.2 % 1.5 pts
Base rent per square foot $ 277 $ 267 3.7 %
Tenant sales per square foot (1)
$ 2,051 $ 1,366 50.1 %
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__________________________
Note: This table excludes the results of our mall operations at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the three months ended June 30, 2022 and 2021. Base rent per square foot presented above excludes the impact of these rent concessions.
(1) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.
Convention, retail and other revenues increased $11 million compared to the three months ended June 30, 2021. This increase was primarily due to a $10 million increase at Marina Bay Sands, driven by convention revenue and other revenues (e.g., museum and SkyPark).
Operating Expenses
Our operating expenses consisted of the following:
Three Months Ended June 30,
2022 2021 Percent
Change
(Dollars in millions)
Casino $ 445 $ 574 (22.5) %
Rooms 41 42 (2.4) %
Food and beverage 73 60 21.7 %
Mall 19 16 18.8 %
Convention, retail and other 24 19 26.3 %
Provision for credit losses 2 2 — %
General and administrative 238 219 8.7 %
Corporate 55 56 (1.8) %
Pre-opening 3 4 (25.0) %
Development 22 37 (40.5) %
Depreciation and amortization 256 258 (0.8) %
Amortization of leasehold interests in land 14 14 — %
Loss on disposal or impairment of assets — 11 (100.0) %
Total operating expenses $ 1,192 $ 1,312 (9.1) %
Operating expenses were $1.19 billion for the three months ended June 30, 2022, a decrease of $120 million compared to $1.31 billion for the three months ended June 30, 2021, primarily driven by a $129 million decrease in casino expenses, due to a decrease in gaming taxes as a result of decreased gaming revenues in Macao, a $15 million decrease in development expense and an $11 million decrease in loss on disposal or impairment of assets, partially offset by a $19 million increase in general and administrative expense.
Casino expenses decreased $129 million compared to the three months ended June 30, 2021. The decrease was primarily attributable to a $136 million decrease in gaming taxes due to decreased revenues, as previously described. The $411 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the $277 million increase in casino revenue at Marina Bay Sands is subject to a lower tax rate.
Food and beverage expenses increased $13 million compared to the three months ended June 30, 2021. An increase of $17 million at Marina Bay Sands was due to increased food outlet and banquet volumes, partially offset by a decrease of $4 million at our Macao operations due to lower business volume.
Convention, retail and other expenses increased $5 million compared to the three months ended June 30, 2021, primarily driven by an $6 million increase at Marina Bay Sands, partially offset by a $1 million decrease in ferry expenses resulting from decreases in operating and maintenance costs as ferries were under dry dock.
General and administrative expenses increased $19 million compared to the three months ended June 30, 2021. The increase was primarily due to an increase of $22 million at Marina Bay Sands, partially offset by a decrease of $3 million at our Macao operations. The increase at Marina Bay Sands was primarily driven by an increase in payroll, marketing and property operation costs. The decrease at our Macao operations was primarily driven by decreased marketing and property operations costs.
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Development expenses were $22 million for the three months ended June 30, 2022, compared to $37 million for the three months ended June 30, 2021. During the three months ended June 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities, primarily in Texas and digital gaming related efforts. Development costs are expensed as incurred.
There was no loss on disposal or impairment of assets for three months ended June 30, 2022, compared to $11 million for the three months ended June 30, 2021. The losses incurred for the three months ended June 30, 2021, were primarily due to asset disposal and demolition costs at The Londoner Macao.
Segment Adjusted Property EBITDA
The following table summarizes information related to our segments:
Three Months Ended June 30,
2022 2021 Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ (21) $ 108 (119.4) %
The Londoner Macao (54) (5) 980.0 %
The Parisian Macao (29) — NM
The Plaza Macao and Four Seasons Macao 17 44 (61.4) %
Sands Macao (22) (13) 69.2 %
Ferry Operations and Other (1) (2) (50.0) %
(110) 132 (183.3) %
Marina Bay Sands 319 112 184.8 %
Consolidated adjusted property EBITDA (1)
$ 209 $ 244 (14.3) %
__________________________
(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA 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. We have 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, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
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Three Months Ended June 30,
2022 2021
(In millions)
Consolidated adjusted property EBITDA $ 209 $ 244
Other Operating Costs and Expenses
Stock-based compensation (a)
(6) (3)
Corporate (55) (56)
Pre-opening (3) (4)
Development (22) (37)
Depreciation and amortization (256) (258)
Amortization of leasehold interests in land (14) (14)
Loss on disposal or impairment of assets — (11)
Operating loss (147) (139)
Other Non-Operating Costs and Expenses
Interest income 14 1
Interest expense, net of amounts capitalized (162) (158)
Other income (expense) (9) 10
Income tax (expense) benefit (110) 6
Net loss from continuing operations $ (414) $ (280)
(a) 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.
Adjusted property EBITDA at our Macao operations decreased $242 million compared with the three months ended June 30, 2021, primarily due to decreases in casino, room, food and beverage and mall revenues driven by decreased visitation at our properties as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in the region.
Adjusted property EBITDA at Marina Bay Sands increased $207 million compared to the three months ended June 30, 2021, primarily due to increases in casino, room and food and beverage operations due to increased visitation and loosened pandemic-related restrictions.
Interest Expense
The following table summarizes information related to interest expense:
Three Months Ended June 30,
2022 2021
(Dollars in millions)
Interest cost
$ 163 $ 162
Less — capitalized interest
(1) (4)
Interest expense, net
$ 162 $ 158
Weighted average total debt balance
$ 15,103 $ 14,590
Weighted average interest rate
4.3 % 4.4 %
Interest cost increased $1 million compared to the three months ended June 30, 2021, primarily resulting from an increase in our weighted average total debt balance primarily due to $951 million drawn on the SCL Revolving Facility during the twelve months ended June 30, 2022. The increase was partially offset by a decrease in our weighted average interest rate from 4.4% to 4.3% during the three months ended June 30, 2022. The decrease in interest cost was primarily due to the issuance of the 2.300%, 2.850% and 3.250% SCL Senior Notes in September 2021, which carry a lower interest rate than the 4.600% SCL Senior Notes extinguished in September 2021.
Other Factors Affecting Earnings
Other expense was $9 million for the three months ended June 30, 2022, compared to other income of $10 million for the three months ended June 30, 2021. Other expense during the three months ended June 30, 2022, was primarily attributable to $15 million of foreign currency transaction losses driven by U.S. dollar denominated debt
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held by SCL, partially offset by $6 million of foreign currency transaction gains driven by Singapore dollar denominated intercompany debt reported in U.S. dollars.
Our income tax expense was $110 million on a loss before income taxes of $304 million for the three months ended June 30, 2022, resulting in a 36.2% effective income tax rate. This compares to a (2.1)% effective income tax rate for the three months ended June 30, 2021. The income tax expense for the three months ended June 30, 2022, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations. Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, our subsidiaries in Macao and their peers received an income tax exemption on gaming operations through June 26, 2022. In July 2022, we requested an additional extension of our income tax exemption for gaming operations through December 31, 2022; however, there is no assurance we will receive the additional extension. Our income tax expense is based on the Company’s estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidelines.
The net loss attributable to our noncontrolling interests was $127 million for the three months ended June 30, 2022, compared to $50 million for the three months ended June 30, 2021. These amounts are related to the noncontrolling interest of SCL.
Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021
Summary Financial Results
Our financial results were adversely impacted as a result of decreased visitation to our properties in Macao due to the COVID-19 Pandemic, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding regions, partially offset by increased visitation at Marina Bay Sands due to the VTL and VTF programs and loosened pandemic-related restrictions. See “COVID-19 Pandemic” for further information. Net revenues for the six months ended June 30, 2022, were $1.99 billion, compared to $2.37 billion for the six months ended June 30, 2021. Operating loss was $449 million for the six months ended June 30, 2022, compared to $235 million for the six months ended June 30, 2021. Net loss from continuing operations was $892 million for the six months ended June 30, 2022, compared to $560 million for the six months ended June 30, 2021.
Operating Revenues
Our net revenues consisted of the following:
Six Months Ended June 30,
2022 2021 Percent
Change
(Dollars in millions)
Casino $ 1,336 $ 1,708 (21.8) %
Rooms 192 211 (9.0) %
Food and beverage 116 106 9.4 %
Mall 297 304 (2.3) %
Convention, retail and other 47 40 17.5 %
Total net revenues $ 1,988 $ 2,369 (16.1) %
Consolidated net revenues were $1.99 billion for the six months ended June 30, 2022, a decrease of $381 million compared to $2.37 billion for the six months ended June 30, 2021, due to a decrease of $707 million at our Macao operations. The decrease at our Macao operations was due to decreased visitation compared to the six months ended June 30, 2021, as tighter border restrictions were introduced as a result of increased positive COVID-19 cases in Macao and the surrounding region. The $326 million increase at Marina Bay Sands was primarily due to increased visitation driven by the VTL and VTF programs and loosened pandemic-related restrictions.
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Net casino revenues decreased $372 million compared to the six months ended June 30, 2021. The decrease was driven by a $614 million decrease at our Macao operations due to lower visitation across our properties resulting in decreased table games and slot volumes. Casino revenues at Marina Bay Sands increased by $242 million due to increases in Rolling Chip volume and Non-Rolling Chip drop, driven by an increase in play due to VTL and VTF programs and loosened pandemic-related restrictions. The following table summarizes the results of our casino activity:
Six Months Ended June 30,
2022 2021 Change
(Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues $ 248 $ 573 (56.7) %
Non-Rolling Chip drop $ 968 $ 1,907 (49.2) %
Non-Rolling Chip win percentage 25.3 % 27.5 % (2.2) pts
Rolling Chip volume $ 984 $ 2,740 (64.1) %
Rolling Chip win percentage 3.65 % 4.70 % (1.05) pts
Slot handle $ 677 $ 1,013 (33.2) %
Slot hold percentage 3.7 % 3.8 % (0.1) pts
The Londoner Macao
Total net casino revenues $ 121 $ 224 (46.0) %
Non-Rolling Chip drop $ 529 $ 959 (44.8) %
Non-Rolling Chip win percentage 22.5 % 21.3 % 1.2 pts
Rolling Chip volume $ 591 $ 1,648 (64.1) %
Rolling Chip win percentage 4.58 % 4.43 % 0.15 pts
Slot handle $ 394 $ 483 (18.4) %
Slot hold percentage 3.5 % 3.8 % (0.3) pts
The Parisian Macao
Total net casino revenues $ 75 $ 128 (41.4) %
Non-Rolling Chip drop $ 271 $ 657 (58.8) %
Non-Rolling Chip win percentage 24.5 % 21.7 % 2.8 pts
Rolling Chip volume $ 209 $ 146 43.2 %
Rolling Chip win percentage 9.39 % (0.53) % 9.92 pts
Slot handle $ 187 $ 467 (60.0) %
Slot hold percentage 3.7 % 3.2 % 0.5 pts
The Plaza Macao and Four Seasons Macao
Total net casino revenues $ 93 $ 189 (50.8) %
Non-Rolling Chip drop $ 316 $ 606 (47.9) %
Non-Rolling Chip win percentage 26.1 % 22.5 % 3.6 pts
Rolling Chip volume $ 1,063 $ 1,965 (45.9) %
Rolling Chip win percentage 4.03 % 5.52 % (1.49) pts
Slot handle $ 12 $ 22 (45.5) %
Slot hold percentage 8.0 % 4.8 % 3.2 pts
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Six Months Ended June 30,
2022 2021 Change
(Dollars in millions)
Sands Macao
Total net casino revenues $ 31 $ 68 (54.4) %
Non-Rolling Chip drop $ 134 $ 253 (47.0) %
Non-Rolling Chip win percentage 18.6 % 16.1 % 2.5 pts
Rolling Chip volume $ 146 $ 816 (82.1) %
Rolling Chip win percentage 4.65 % 5.22 % (0.57) pts
Slot handle $ 244 $ 319 (23.5) %
Slot hold percentage 3.0 % 3.4 % (0.4) pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues $ 768 $ 526 46.0 %
Non-Rolling Chip drop $ 1,932 $ 1,227 57.5 %
Non-Rolling Chip win percentage 18.2 % 18.6 % (0.4) pts
Rolling Chip volume $ 7,293 $ 2,123 243.5 %
Rolling Chip win percentage 4.03 % 5.83 % (1.80) pts
Slot handle $ 7,372 $ 6,910 6.7 %
Slot hold percentage 4.3 % 4.2 % 0.1 pts
U.S. Operations:
Las Vegas Operating Properties (1)
Total net casino revenues $ 61 $ 163 (62.6) %
Table games drop $ 257 $ 698 (63.2) %
Table games win percentage 13.6 % 13.0 % 0.6 pts
Slot handle $ 599 $ 1,625 (63.1) %
Slot hold percentage 8.2 % 8.4 % (0.2) pts
__________________________
(1) The Las Vegas Operating Properties are classified as a discontinued operation. We completed the sale on February 23, 2022. Financial results are for the period through February 22, 2022.
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Room revenues decreased $19 million compared to the six months ended June 30, 2021. The decrease was primarily due to decreased occupancy rates and decreased RevPAR driven by reduced visitation across our Macao properties. The decrease was partially offset by increases in occupancy and ADR at Marina Bay Sands driven by increased visitation. The following table summarizes the results of our room activity:
Six Months Ended June 30,
2022 2021 Change
(Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues $ 28 $ 43 (34.9) %
Occupancy rate 39.9 % 52.9 % (13.0) pts
Average daily room rate (ADR) $ 146 $ 158 (7.6) %
Revenue per available room (RevPAR) $ 58 $ 84 (31.0) %
The Londoner Macao
Total room revenues $ 33 $ 47 (29.8) %
Occupancy rate 26.5 % 40.4 % (13.9) pts
Average daily room rate (ADR) $ 146 $ 160 (8.8) %
Revenue per available room (RevPAR) $ 39 $ 65 (40.0) %
The Parisian Macao
Total room revenues $ 18 $ 29 (37.9) %
Occupancy rate 39.2 % 52.6 % (13.4) pts
Average daily room rate (ADR) $ 110 $ 119 (7.6) %
Revenue per available room (RevPAR) $ 43 $ 62 (30.6) %
The Plaza Macao and Four Seasons Macao
Total room revenues $ 15 $ 23 (34.8) %
Occupancy rate 29.5 % 46.1 % (16.6) pts
Average daily room rate (ADR) $ 429 $ 439 (2.3) %
Revenue per available room (RevPAR) $ 127 $ 202 (37.1) %
Sands Macao
Total room revenues $ 4 $ 5 (20.0) %
Occupancy rate 56.9 % 71.3 % (14.4) pts
Average daily room rate (ADR) $ 132 $ 140 (5.7) %
Revenue per available room (RevPAR) $ 75 $ 100 (25.0) %
Singapore Operations:
Marina Bay Sands (1)
Total room revenues $ 94 $ 64 46.9 %
Occupancy rate 88.9 % 65.4 % 23.5 pts
Average daily room rate (ADR) $ 296 $ 224 32.1 %
Revenue per available room (RevPAR) $ 263 $ 147 78.9 %
U.S. Operations:
Las Vegas Operating Properties (2)
Total room revenues $ 78 $ 152 (48.7) %
Occupancy rate 84.6 % 65.0 % 19.6 pts
Average daily room rate (ADR) $ 247 $ 194 27.3 %
Revenue per available room (RevPAR) $ 209 $ 126 65.9 %
__________________________
(1) During the six months ended June 30, 2022, approximately 500 rooms were under construction for renovation purposes.
(2) The Las Vegas Operating Properties are classified as a discontinued operation. We completed the sale on February 23, 2022. Financial results are for the period through February 22, 2022.
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Food and beverage revenues increased $10 million compared to the six months ended June 30, 2021. The increase was due to a $22 million increase driven by increased business volume at food and beverage outlets at Marina Bay Sands, partially offset by a $12 million decrease at our Macao operations.
Mall revenues decreased $7 million compared to the six months ended June 30, 2021. The decrease was primarily due to decreases of $8 million in overage rent and $7 million in base rent, and a $6 million government grant provided by the Singapore government in Q2 2021, partially offset by a $13 million decrease in rent concessions granted to our mall tenants in Singapore.
For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
Six Months Ended June 30, (1)
2022 2021 Change
(Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues $ 85 $ 95 (10.5) %
Mall gross leasable area (in square feet) 814,720 814,731 — %
Occupancy 75.1 % 79.2 % (4.1) pts
Base rent per square foot $ 299 $ 297 0.7 %
Tenant sales per square foot (2)
$ 1,169 $ 1,227 (4.7) %
Shoppes at Londoner
Total mall revenues $ 26 $ 29 (10.3) %
Mall gross leasable area (in square feet) 605,429 520,941 16.2 %
Occupancy 58.3 % 60.9 % (2.6) pts
Base rent per square foot $ 141 $ 136 3.7 %
Tenant sales per square foot (2)
$ 1,407 $ 1,058 33.0 %
Shoppes at Parisian
Total mall revenues $ 15 $ 20 (25.0) %
Mall gross leasable area (in square feet) 296,322 296,145 0.1 %
Occupancy 73.2 % 78.1 % (4.9) pts
Base rent per square foot $ 129 $ 147 (12.2) %
Tenant sales per square foot (2)
$ 475 $ 593 (19.9) %
Shoppes at Four Seasons
Total mall revenues $ 67 $ 73 (8.2) %
Mall gross leasable area (in square feet) 248,663 244,104 1.9 %
Occupancy 94.4 % 93.9 % 0.5 pts
Base rent per square foot $ 544 $ 548 (0.7) %
Tenant sales per square foot (2)
$ 5,139 $ 5,389 (4.6) %
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues $ 104 $ 86 20.9 %
Mall gross leasable area (in square feet) 622,038 620,427 0.3 %
Occupancy 99.7 % 98.2 % 1.5 pts
Base rent per square foot $ 277 $ 267 3.7 %
Tenant sales per square foot (2)
$ 2,051 $ 1,366 50.1 %
__________________________
Note: This table excludes the results of our mall operations at Sands Macao. As a result of the COVID-19 Pandemic, tenants were provided rent concessions during the six months ended June 30, 2022 and 2021. Base rent per square foot presented above excludes the impact of these rent concessions.
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(1) As GLA, occupancy, base rent per square foot and tenant sales per square foot are calculated as of June 30, 2022 and 2021, they are identical to the summary presented herein for the three months ended June 30, 2022 and 2021, respectively.
(2) Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.
Convention, retail and other revenues increased $7 million compared to the six months ended June 30, 2021, due primarily to a $13 million increase at Marina Bay Sands, partially offset by a $6 million decrease at our Macao operations.
Operating Expenses
Our operating expenses consisted of the following:
Six Months Ended June 30,
2022 2021 Percent
Change
(Dollars in millions)
Casino $ 913 $ 1,152 (20.7) %
Rooms 84 84 — %
Food and beverage 138 131 5.3 %
Mall 37 31 19.4 %
Convention, retail and other 46 41 12.2 %
Provision for credit losses 6 6 — %
General and administrative 456 444 2.7 %
Corporate 114 105 8.6 %
Pre-opening 7 9 (22.2) %
Development 82 46 78.3 %
Depreciation and amortization 520 513 1.4 %
Amortization of leasehold interests in land 28 28 — %
Loss on disposal or impairment of assets 6 14 (57.1) %
Total operating expenses $ 2,437 $ 2,604 (6.4) %
Operating expenses were $2.44 billion for the six months ended June 30, 2022, a decrease of $167 million compared to $2.60 billion for the six months ended June 30, 2021. The decrease was primarily driven by a $239 million increase in casino expenses.
Casino expenses decreased $239 million compared to the six months ended June 30, 2021. The decrease was primarily attributable to a decrease of $233 million in gaming taxes. The $614 million decrease in casino revenue at our Macao operating properties is subject to a 39% tax rate, whereas the $242 increase in casino revenue at Marina Bay Sands is subject to a lower tax rate.
Food and beverage expenses increased $7 million compared to the six months ended June 30, 2021. The increase was due to an increase of $12 million at Marina Bay Sands, due to the increased business volume at food outlets and banquets, partially offset by a decrease of $5 million at our Macao operations.
Convention, retail and other expenses increased $5 million compared to the six months ended June 30, 2021, primarily driven by an $6 million increase at Marina Bay Sands, partially offset by a $2 million decrease in ferry expenses resulting from decreases in operating and maintenance costs as ferries were under dry dock.
General and administrative expenses increased $12 million compared to the six months ended June 30, 2021. The increase was primarily due to an increase of $19 million at Marina Bay Sands, partially offset by a decrease of $7 million at our Macao operations. The increase at Marina Bay Sands was primarily driven by increases in marketing, payroll and property operations costs. The decrease at our Macao operations was primarily driven by decreased marketing and property operations costs.
Corporate expenses increased $9 million compared to the to the six months ended June 30, 2021, primarily due to a $4 million increase in corporate payroll and related costs and $4 million in travel and related costs during the six months ended June 30, 2022.
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Development expenses were $82 million for the six months ended June 30, 2022, compared to $46 million for the six months ended June 30, 2021. During the six months ended June 30, 2022, the costs were associated with our evaluation and pursuit of new business opportunities primarily in Florida and Texas and digital gaming related efforts. Development costs are expensed as incurred.
Loss on disposal or impairment of assets decreased $8 million compared to the six months ended June 30, 2021, The losses incurred for the six months ended June 30, 2022 were primarily due to asset disposals related to aircraft parts of $4 million and asset disposal and demolition costs, primarily at The Londoner Macao, The Venetian Macao and Sands Macao, as well as at our Corporate offices. The losses incurred for the six months ended June 30, 2021 were primarily due to asset disposals and demolition costs related to The Londoner Macao.
Segment Adjusted Property EBITDA
The following table summarizes information related to our segments:
Six Months Ended June 30,
2022 2021 Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao $ (2) $ 190 (101.1) %
The Londoner Macao (87) (28) 210.7 %
The Parisian Macao (40) (8) 400.0 %
The Plaza Macao and Four Seasons Macao 49 114 (57.0) %
Sands Macao (39) (31) 25.8 %
Ferry Operations and Other (2) (5) (60.0) %
(121) 232 (152.2) %
Marina Bay Sands 440 256 71.9 %
Consolidated adjusted property EBITDA (1)
$ 319 $ 488 (34.6) %
Las Vegas Operating Properties (2)
$ 63 $ 4 1,475.0 %
____________________
(1) Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA 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. We have 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, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
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Six Months Ended June 30,
2022 2021
(In millions)
Consolidated adjusted property EBITDA $ 319 $ 488
Other Operating Costs and Expenses
Stock-based compensation (a)
(11) (8)
Corporate (114) (105)
Pre-opening (7) (9)
Development (82) (46)
Depreciation and amortization (520) (513)
Amortization of leasehold interests in land (28) (28)
Loss on disposal or impairment of assets (6) (14)
Operating loss (449) (235)
Other Non-Operating Costs and Expenses
Interest income 18 2
Interest expense, net of amounts capitalized (318) (312)
Other expense (31) (7)
Income tax expense (112) (8)
Net loss from continuing operations $ (892) $ (560)
(a) 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.
(2) The Las Vegas Operating Properties are classified as a discontinued operation. We completed the sale on February 23, 2022. Financial results are for the period through February 22, 2022.
Adjusted property EBITDA at our Macao operations decreased $353 million compared to the six months ended June 30, 2021, primarily due to decreased casino, mall and room operations driven by decreased visitation at our properties as tighter boarder restrictions were introduced as a result of increased COVID-19 cases in Macao and the surrounding region.
Adjusted property EBITDA at Marina Bay Sands increased $184 million compared to the six months ended June 30, 2021. The increase was primarily due to increased casino and mall operations driven by increased visitation and loosened pandemic-related restrictions.
Discontinued Operations
Adjusted property EBITDA at our Las Vegas Operating Properties increased $59 million compared to the six months ended June 30, 2021. The increase was primarily due to increased casino and room operations driven by increased visitation to the property as capacity limits, restrictions on large gatherings and other restrictions were lifted, effective June 1, 2021, and the Las Vegas Operating Properties operated under pre-pandemic guidelines.
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Interest Expense
The following table summarizes information related to interest expense:
Six Months Ended June 30,
2022 2021
(Dollars in millions)
Interest cost
$ 320 $ 320
Less — capitalized interest
(2) (8)
Interest expense, net
$ 318 $ 312
Weighted average total debt balance
$ 15,029 $ 14,466
Weighted average interest rate
4.3 % 4.4 %
Interest cost was flat compared to the six months ended June 30, 2021. The weighted average interest rate decreased from 4.4% to 4.3% during the six months ended June 30, 2022, primarily due to the extinguishment of the SCL 4.600% senior notes in Q3 2021.
Other Factors Affecting Earnings
Other expense was $31 million for the six months ended June 30, 2022, compared to other expense of $7 million for the six months ended June 30, 2021. Other expense during the six months ended June 30, 2022, was primarily attributable to $37 million of foreign currency transaction losses driven by U.S. dollar denominated debt held by SCL, partially offset by $6 million of foreign currency transaction gains driven by Singapore dollar denominated intercompany debt reported in U.S. dollars.
Our income tax expense was $112 million on a loss before income taxes of $780 million for the six months ended June 30, 2022, resulting in a 14.4% effective income tax rate. This compares to a 1.4% effective income tax rate for the six months ended June 30, 2021. The income tax expense for the six months ended June 30, 2022, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax on our domestic operations and a zero percent tax rate on our Macao gaming operations due to our income tax exemption in Macao. Our U.S. operations recorded tax benefits associated with the pre-tax book losses, primarily related to U.S. corporate and interest expense incurred during the six months ended June 30, 2022. Our income tax expense is based on the Company’s estimated annual effective tax rate for the year applied to year-to-date operating results in accordance with interim accounting guidance.
The net loss attributable to our noncontrolling interests was $228 million for the six months ended June 30, 2022, compared to $114 million for the six months ended June 30, 2021. These amounts were primarily related to the noncontrolling interest of SCL.
Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.
Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents, and reimbursements for common area maintenance (“CAM”) and other expenditures.
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The following tables summarize the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three and six months ended June 30, 2022 and 2021:
Shoppes at
Venetian Shoppes at
Four
Seasons Shoppes at
Londoner Shoppes at
Parisian The Shoppes at Marina
Bay Sands
(In millions)
For the three months ended June 30, 2022
Mall revenues:
Minimum rents (1)
$ 44 $ 31 $ 8 $ 7 $ 36
Overage rents
— 1 2 — 9
Rent concessions (2)
(11) (1) — (2) 2
Total overage rents and rent concessions (11) — 2 (2) 11
CAM, levies and direct recoveries 8 2 2 2 8
Total mall revenues
41 33 12 7 55
Mall operating expenses:
Common area maintenance
3 1 2 1 5
Marketing and other direct operating expenses
2 1 1 1 2
Mall operating expenses
5 2 3 2 7
Property taxes (4)
1 — — — 1
Mall-related expenses (5)
$ 6 $ 2 $ 3 $ 2 $ 8
For the three months ended June 30, 2021
Mall revenues:
Minimum rents (1)
$ 45 $ 30 $ 6 $ 7 $ 35
Overage rents 4 2 6 1 4
Rent concessions (2)
(8) (1) — (1) (7)
Total overage rents and rent concessions (4) 1 6 — (3)
CAM, levies and direct recoveries 8 3 3 3 7
Total mall revenues
49 34 15 10 39
Mall operating expenses:
Common area maintenance
3 2 3 1 4
Marketing and other direct operating expenses
2 — — 1 1
Mall operating expenses
5 2 3 2 5
Property taxes (4)
— — — — 1
Provision for credit losses — — — 3 —
Mall-related expenses (5)
$ 5 $ 2 $ 3 $ 5 $ 6
For the six months ended June 30, 2022
Mall revenues:
Minimum rents (1)
$ 88 $ 61 $ 15 $ 13 $ 73
Overage rents
1 2 6 1 16
Rent concessions (2)
(19) (1) (1) (3) —
Total overage rents and rent concessions
(18) 1 5 (2) 16
CAM, levies and direct recoveries
15 5 6 4 15
Total mall revenues
85 67 26 15 104
Mall operating expenses:
Common area maintenance
6 2 3 2 9
Marketing and other direct operating expenses
4 3 2 2 3
Mall operating expenses
10 5 5 4 12
Property taxes (4)
1 — — — 2
Mall-related expenses (5)
$ 11 $ 5 $ 5 $ 4 $ 14
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Shoppes at
Venetian Shoppes at
Four
Seasons Shoppes at
Londoner Shoppes at
Parisian The Shoppes at Marina
Bay Sands
(In millions)
For the six months ended June 30, 2021
Mall revenues:
Minimum rents (1)
$ 91 $ 61 $ 14 $ 16 $ 72
Overage rents
6 8 10 2 8
Rent concessions (2)
(17) (1) (2) (3) (13)
Other (3)
— — — — 6
Total overage rents, rent concessions and other (11) 7 8 (1) 1
CAM, levies and direct recoveries
15 5 7 5 13
Total mall revenues
95 73 29 20 86
Mall operating expenses:
Common area maintenance
6 3 4 2 8
Marketing and other direct operating expenses
3 1 1 1 3
Mall operating expenses
9 4 5 3 11
Property taxes (4)
1 — — — 3
Provision for (recovery of) credit losses (1) — — 3 —
Mall-related expenses (5)
$ 9 $ 4 $ 5 $ 6 $ 14
____________________
Note: These tables exclude the results of our mall operations at Sands Macao.
(1) Minimum rents include base rents and straight-line adjustments of base rents.
(2) Rent concessions were provided to tenants as a result of the COVID-19 Pandemic and the impact on mall operations.
(3) The amount for Marina Bay Sands of $6 million 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.
(4) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from opening of the property. To date, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao have obtained an extended exemption. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired in August 2019 and August 2020, respectively, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.
(5) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.
In the tables above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
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Development Projects
We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.
Macao
The Londoner Macao is the result of our renovation, expansion and rebranding of Sands Cotai Central, which included the addition of extensive thematic elements both externally and internally. The Londoner Macao presents a range of new attractions and features, including some of London’s most recognizable landmarks, such as the Houses of Parliament and the Elizabeth Tower (commonly known as "Big Ben"), and interactive guest experiences. The Integrated Resort features The Londoner Macao Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham, Londoner Court with approximately 370 luxury suites and the 6,000-seat Londoner Arena. The Londoner Arena and the expansion of the Shoppes at Londoner have been completed during the first half of 2022.
We anticipate the total costs associated with The Londoner Macao development project described above and the completed The Grand Suites at Four Seasons to be approximately $2.20 billion, of which $2.11 billion was spent as of June 30, 2022. We expect to fund our developments through a combination of cash on hand, borrowings from the 2018 SCL Credit Facility and surplus from operating cash flows.
Singapore
In April 2019, our wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (the “STB”) entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development, which will include a hotel tower with approximately 1,000 rooms and suites, a rooftop attraction, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats (the “MBS Expansion Project”). The Second Development Agreement provides for a total project cost of approximately SGD 4.50 billion (approximately $3.23 billion at exchange rates in effect on June 30, 2022), which investment must be completed within eight years from the effective date of the agreement. On March 30, 2022, MBS and the STB entered into a letter agreement (the “Letter Agreement”) that amends the Second Development Agreement. The Letter Agreement extended the deadline for MBS to commence construction, as defined in the Second Development Agreement, by one year to April 8, 2023. The amount of the total project cost will be finalized as we complete design and development and begin construction. We amended our 2012 Singapore Credit Facility to provide for the financing of the development and construction costs, fees and other expenses related to the MBS Expansion Project pursuant to the Second Development Agreement. On September 7, 2021, we amended the 2012 Singapore Credit Facility, which, among other things, extended the deadline for delivering the construction cost estimate and the construction schedule for the MBS Expansion Project to March 31, 2022. We are 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 extended deadline, and we will not be permitted to make further draws on the Singapore Delayed Draw Term Facility until these items are delivered. We do not anticipate material spend related to the MBS Expansion Project prior to the delivery of these items to lenders.
We also began the approximately $1.0 billion renovation of Marina Bay Sands, which is expected to introduce world-class suites in Tower 1 and Tower 2, and substantially upgrade the overall guest experience for premium customers. This project is in addition to our previously announced plans for the MBS Expansion Project.
Other
We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.
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Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
Six Months Ended June 30,
2022 2021
(In millions)
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 700 505
Repayments on long-term debt (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
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 from continuing operations $ 6,468 $ 2,073
Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis or as a trade receivable, resulting in operating cash flows being generally affected by changes in operating income and accounts receivable. Net cash used in operating activities for the six months ended June 30, 2022, increased $585 million as compared to the six months ended June 30, 2021. The increased cash used for operations was primarily due to our Macao operations generating increased operating losses and working capital requirements due to the decrease in visitation resulting from COVID-19 travel restrictions across key China markets in 2022 and Macao experiencing COVID-19 cases in June 2022. This cash usage was partially offset by operating cash flows provided by MBS due to the acceleration of visitation and elimination of restrictions in Singapore over the course of the second quarter of 2022.
Cash Flows — Investing Activities
Capital expenditures for the six months ended June 30, 2022, totaled $335 million. Included in this amount was $151 million for construction and development activities in Macao, which consisted of $118 million for The Londoner Macao, $25 million for The Venetian Macao, $5 million for The Plaza Macao and Four Seasons Macao. $2 million for Sands Macao and $1 million for The Parisian Macao. Additionally, this amount included $147 million at Marina Bay Sands in Singapore and $37 million for corporate and other.
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Capital expenditures for the six months ended June 30, 2021, totaled $448 million. Included in this amount was $397 million for construction and development activities in Macao, which consisted primarily of $347 million for The Londoner Macao, $38 million for The Venetian Macao and $6 million for The Plaza Macao and Four Seasons Macao. Additionally, this amount included $50 million at Marina Bay Sands in Singapore.
Cash Flows — Financing Activities
Net cash flows generated from financing activities were $5.69 billion for the six months ended June 30, 2022, which was primarily attributable to the net proceeds received from the sale of the Las Vegas Operating Properties of $4.89 billion. Additionally, $700 million was received from the drawdown of our SCL revolving facility. These items were partially offset by $35 million in repayments on long-term debt and $9 million in deferred offering costs relating to obtaining LVSC Revolving Facility lender consents to consummate the Las Vegas Sale.
Net cash flows generated from financing activities were $532 million for the six months ended June 30, 2021, which was primarily attributable to the proceeds of $505 million received from the drawdown of our SCL revolving facility.
Cash Flows — Discontinued Operations
Cash flows for discontinued operations for the six months ended June 30, 2022, were primarily attributable to $4.89 billion in net proceeds received from the sale of the Las Vegas Operating Properties, which were transferred to continuing operations.
Capital Financing Overview
We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.
On February 23, 2022, we closed the sale of our Las Vegas Operations. At closing, we received approximately $5.05 billion in cash proceeds, before transaction costs and income taxes. The net proceeds of approximately $4.37 billion, after working capital adjustments, transaction costs and the payment of income taxes throughout 2022, will be used for incremental liquidity and general corporate purposes, which may include capital expenditures and development activities. In connection with the closing of the sale we 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. Our 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. No Support Payments were made for the period post-close through June 30, 2022, and we do not anticipate making these payments.
Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio or net debt, as defined, to trailing twelve-month adjusted earnings before interest, income taxes, depreciation and amortization, as defined. In September 2021, LVSC extended the amendment, pursuant to which lenders, among other things, removed LVSC’s requirement to maintain a maximum leverage ratio as of the last day of the fiscal quarter, through and including December 31, 2022. In July 2021, SCL extended the waiver and amendment request letter, pursuant to which lenders, among other things, waived SCL’s requirement to ensure the leverage ratio does not exceed 4.0x and the interest coverage ratio is greater than 2.50x, through January 1, 2023. In September 2021, MBS extended the amendment letter, pursuant to which MBS will not have to comply with the leverage or interest coverage covenants as of the last day of the fiscal quarter, through and including December 31, 2022. Our compliance with our financial covenants for periods beyond December 31, 2022 could be affected by certain factors beyond our control, such as the impact of the COVID-19 Pandemic, including current travel and border restrictions continuing in the future. We will pursue additional waivers to meet the required financial covenant ratios, which include a maximum leverage ratio of 4.0x, 4.0x and 4.5x under our U.S., Macao and Singapore credit facilities, respectively, for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL, if deemed necessary. We believe we will be successful in obtaining the additional waivers, although no assurance can be provided that such waivers will be granted, which could negatively impact our ability to be in compliance with our debt covenants for periods beyond December 31, 2022 for LVSC and MBS and January 1, 2023 for SCL.
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Any defaults under our debt agreements would allow the lenders, in each case, to exercise their rights and remedies as defined under their respective agreements. If the lenders were to exercise their rights to accelerate the due dates of the indebtedness outstanding, there can be no assurance we would be able to repay or refinance any amounts that may become due and payable under such agreements, which could force us to restructure or alter our operations or debt obligations.
We held unrestricted cash and cash equivalents of approximately $6.45 billion and restricted cash and cash equivalents of approximately $16 million as of June 30, 2022, which approximately $1.33 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $1.33 billion, approximately $951 million is available to be repatriated to the U.S. and we do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts held by non-U.S. subsidiaries are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.
We believe the cash on hand and cash flow generated from operations, as well as the $2.96 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, and SGD 3.69 billion (approximately $2.65 billion at exchange rates in effect on June 30, 2022) under our Singapore Delayed Draw Term Facility as of June 30, 2022 (only available for draws after the construction cost estimate and construction schedule for the MBS Expansion Project have been delivered to the lenders), will be sufficient to maintain compliance with the financial covenants of our credit facilities and fund the requirements in connection with the Macao concession renewal, our working capital needs, committed and planned capital expenditures, development opportunities and debt obligations. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure. During the six months ended June 30, 2022, SCL drew down $67 million and HKD 4.96 billion (approximately $632 million at exchange rates in effect on June 30, 2022) under its revolving credit facility for general corporate purposes.
We have suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.
We believe we have a strong balance sheet and sufficient liquidity in place, including access to available borrowing capacity under our credit facilities. We also believe we are well positioned to support our continuing operations, proceed with the requirements in connection with the Macao concession renewal and complete the major construction projects in Macao and Singapore that are underway 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.
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Aggregate Indebtedness and Other Contractual Obligations
As of June 30, 2022, there had been no material changes to our aggregated indebtedness and other contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021, with the exception of the $700 million draw on the 2018 SCL Revolving Credit Facility and accompanying interest and the aggregate 0.50% per annum increase in fixed interest on the SCL Senior Notes due to a downgraded credit rating from Standard & Poor’s and Fitch; the increase being effective on the first payment date after the date of the respective downgrade. These transactions are summarized below:
Payments Due During Period Ending December 31,
2022 (1)
2023 - 2024 2025 - 2026 Thereafter Total
(In millions)
Long-Term Debt Obligations (2)
2018 SCL Credit Facility — Revolving $ — $ 1,447 $ — $ — $ 1,447
Fixed Interest Payments 158 692 573 520 1,943
Variable Interest Payments (3)
20 24 — — 44
Total $ 178 $ 2,163 $ 573 $ 520 $ 3,434
_______________________
(1) Represents the six -month period ending December 31, 2022.
(2) See “Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt” for further details on these financing transactions.
(3) Based on the 1-month rate as of June 30, 2022 , London Interbank Offered Rate (“LIBOR”) and Hong Kong Interbank Offered Rate (“HIBOR”) of 1.79% and 0.87% plus the applicable interest rate spread in accordance with the respective debt agreement.
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the risks associated with:
• the uncertainty of the extent, duration and effects of the COVID-19 Pandemic and the response of governments and other third parties, including government-mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects;
• our ability to maintain our gaming license and subconcession in Macao and Singapore, including the extension of our subconcession in Macao that expires on December 31, 2022 and the grant of any new concession in Macao;
• our ability to invest in future growth opportunities;
• the ability to execute our previously announced capital expenditure programs in both Macao and Singapore, and produce future returns;
• legal proceedings, judgments or settlements that may be instituted in connection with the Las Vegas Sale;
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• general economic and business conditions internationally, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales;
• disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war;
• the uncertainty of consumer behavior related to discretionary spending and vacationing at our Integrated Resorts in Macao and Singapore;
• the extensive regulations to which we are subject and the costs of compliance or failure to comply with such regulations;
• new developments, construction projects and ventures, including our Cotai Strip developments and MBS Expansion Project;
• regulatory policies in China or other countries in which our patrons reside, or where we have operations, including visa restrictions limiting the number of visits or the length of stay for visitors from China to Macao, restrictions on foreign currency exchange or importation of currency, and the judicial enforcement of gaming debts;
• our leverage, debt service and debt covenant compliance, including the pledge of certain of our assets (other than our equity interests in our subsidiaries) as security for our indebtedness and ability to refinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects;
• fluctuations in currency exchange rates and interest rates;
• increased competition for labor and materials due to planned construction projects in Macao and Singapore and quota limits on the hiring of foreign workers;
• our ability to compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor from other countries;
• our dependence upon properties primarily in Macao and Singapore for all of our cash flow and the ability of our subsidiaries to make distribution payments to us;
• the passage of new legislation and receipt of governmental approvals for our operations in Macao and Singapore and other jurisdictions where we are planning to operate;
• our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future;
• our ability to collect gaming receivables from our credit players;
• the collectability of our outstanding loans receivable;
• our dependence on chance and theoretical win rates;
• fraud and cheating;
• our ability to establish and protect our intellectual property rights;
• conflicts of interest that arise because certain of our directors and officers are also directors and officers of SCL;
• government regulation of the casino industry (as well as new laws and regulations and changes to existing laws and regulations), including gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulation of gaming on the internet;
• increased competition in Macao, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming;
• the popularity of Macao and Singapore as convention and trade show destinations;
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• new taxes, changes to existing tax rates or proposed changes in tax legislation;
• the continued services of our key officers;
• any potential conflict between the interests of our Principal Stockholders and us;
• labor actions and other labor problems;
• our failure to maintain the integrity of our information and information systems or comply with applicable privacy and data security requirements and regulations could harm our reputation and adversely affect our business;
• the completion of infrastructure projects in Macao;
• potential negative impacts from environmental, social and governance and sustainability matters; and
• the outcome of any ongoing and future litigation.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.
Investors and others should note we announce material financial information using our investor relations website ( https://investor.sands.com ), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.
In addition, we post certain information regarding SCL, a subsidiary of Las Vegas Sands Corp. with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.
The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file, and any reference to these websites are intended to be inactive textual references only.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.