SEC Comment Letter 0000000000-23-002902 to LAS VEGAS SANDS CORP (LVS) (CIK 0001300514) (LVS)
LAS VEGAS SANDS CORP (LVS) (CIK 0001300514)
Date: March 23, 2023 · CIK: 0001300514 · Accession: 0000000000-23-002902
AI Filing Summary & Sentiment
File numbers found in text: 001-32373
Letter
United States securities and exchange commission logo March 23, 2023 Randy Hyzak Executive Vice President and Chief Financial Officer Las Vegas Sands Corp. 5500 Haven Street Las Vegas, NV 89119 Re:Las Vegas Sands Corp. Form 10-K for the year ended December 31, 2022 Filed February 3, 2023 Form 8-K filed January 25, 2023 File No. 001-32373 Dear Randy Hyzak: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the year ended December 31, 2022 Notes to Consolidated Financial Statements Note 7 - Property and Equipment, Net, page 96 1.You disclose that the VML subconcessions agreement expired on December 31, 2022 and that the Gaming Assets reverted to, and are now owned by the Macao government. You further disclose that effective January 1, 2023, the Gaming Assets were temporarily transferred to VML for the duration of the Concession in return for annual payments. Please tell us how you accounted for transfer of the assets to the Macao Government on December 31, 2022 and the subsequent temporary transfer back to VML for annual payments. Within your response, please reference the authoritative accounting literature management relied upon. Form 8-K filed January 25, 2023
FirstName LastNameRandy Hyzak Comapany NameLas Vegas Sands Corp. March 23, 2023 Page 2 FirstName LastName Randy Hyzak Las Vegas Sands Corp. March 23, 2023 Page 2 Exhibit 99.1 Non-GAAP measures, page 6 2.We note your adjustments for hold-normalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net loss from continuing operations attributable to LVS. Please tell us how you considered the guidance Question 100.04 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in your determination to present these measures. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Howard Efron, Staff Accountant, at 202-551-3439 or Jennifer Monick, Assistant Chief Accountant, at 202-551-3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
March 23, 2023
Randy Hyzak
Executive Vice President and Chief Financial Officer
Las Vegas Sands Corp.
5500 Haven Street
Las Vegas, NV 89119
Re:Las Vegas Sands Corp.
Form 10-K for the year ended December 31, 2022
Filed February 3, 2023
Form 8-K filed January 25, 2023
File No. 001-32373
Dear Randy Hyzak:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Notes to Consolidated Financial Statements
Note 7 - Property and Equipment, Net, page 96
1.You disclose that the VML subconcessions agreement expired on December 31, 2022 and
that the Gaming Assets reverted to, and are now owned by the Macao government. You
further disclose that effective January 1, 2023, the Gaming Assets were temporarily
transferred to VML for the duration of the Concession in return for annual payments.
Please tell us how you accounted for transfer of the assets to the Macao Government on
December 31, 2022 and the subsequent temporary transfer back to VML for annual
payments. Within your response, please reference the authoritative accounting literature
management relied upon.
Form 8-K filed January 25, 2023
FirstName LastNameRandy Hyzak
Comapany NameLas Vegas Sands Corp.
March 23, 2023 Page 2
FirstName LastName
Randy Hyzak
Las Vegas Sands Corp.
March 23, 2023
Page 2
Exhibit 99.1
Non-GAAP measures, page 6
2.We note your adjustments for hold-normalized casino revenue and expense to arrive at
consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted
property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized
adjusted net loss from continuing operations attributable to LVS. Please tell us how you
considered the guidance Question 100.04 of the Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures in your determination to present these measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Howard Efron, Staff Accountant, at 202-551-3439 or Jennifer Monick,
Assistant Chief Accountant, at 202-551-3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction