This project was installed as a retrofit replacing existing unit battery packs. The battery packs were continuously failing, and were installed in a 40 foot ceiling, requiring a lift for every service call. By installing a central inverter, maintenance could be done in the electric room. The Emergency Power Controls allowed the ...
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LVS-2014.12.31-10K

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Founded in 2011, we expertly provide low voltage solutions for building automation, fire alarm, security, electrical monitoring, lighting controls and other low voltage systems. We're dedicated to providing high-quality service to our clients, and investing in the skills and futures of our employees.

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BKT-145-03-L-V-S Samtec Inc. | Connectors, Interconnects | DigiKey

We are committed and pride ourselves in delivering more than just an electrical installation by offering a level of project management unique to our industry. This includes contractor coordination, safety training, project scheduling, progress updates, and documented communication. We strive to provide solid experience and ...
Whether it is design consulting or a complete turnkey low voltage installation, Gephart Low Voltage Systems can do the job. Secure, reliable internet and intranet connectivity is not only necessary for companies, it's critical. Depend on Gephart's BICSI certified Registered Communications Distribution Designers (RCDD) and ...


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Low Voltage Solutions, Inc

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Our Company — Low Voltage Solutions, Inc

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Omron Microscan Systems is global leader in automatic identification , barcode verification & machine vision applications. In manufacturing environments Omron Microscan products reduce costs, increase yields, improve product quality, and comply with industry regulations.


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MK48 Logistics Vehicle System (LVS) - Specifications

Power Systems and Products, Mitsubishi Electric Contributing to efficient and stable energy supplies.
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Our Company — Low Voltage Solutions, Inc

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 d of the Act.
Yes ¨ No x Indicate by check mark whether the registrant 1 has filed all reports required to be filed by Section 13 or 15 d of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports ; and 2 has been subject to such filing requirements for the past 90 days.
Yes x No ¨ Indicate by check mark whether this web page registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files.
Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K § 229.
Check one : Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act.
We currently own and operate integrated resorts in Asia and the United States.
We believe that our geographic diversity, best-in-class properties and convention-based business model provide us with the best platform in the hospitality and gaming industry to continue generating substantial cash flow while simultaneously pursuing new development opportunities.
Our unique convention-based marketing strategy allows us to attract business travelers during the slower mid-week periods while leisure travelers fill our properties during the weekends.
Our convention, trade show and meeting facilities combined with the on-site amenities offered at our Macao, Singapore and Las Vegas integrated resort properties provide flexible and expansive space for trade shows, conventions and other meetings.
In addition, our properties are differentiated by our high-end gaming facilities and significant retail offerings.
The Paiza Club located at our properties is an important part of our VIP gaming marketing strategy.
Our Paiza Clubs are exclusive invitation-only clubs available to our premium players that feature high-end services and amenities, including luxury accommodations, restaurants, lounges and private gaming salons.
We also offer players club loyalty programs at our properties, which provide access to rewards, privileges and members-only events.
Additionally, we believe that 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.
With the completion of the remaining phase of Sands Cotai Central, we will own approximately 2.
We have also commenced construction on The Parisian Macao, our latest integrated resort on Cotai, which is currently anticipated to open in 2016, subject to Macao government approval.
We pride ourselves on being an exemplary employer and an upstanding corporate citizen that helps improve the quality of life for our team members and the communities in which we operate.
Through our Sands Cares and other avenues, we are an active community partner offering assistance to charitable organizations and other worthy causes.
We are also committed to protecting the environment and to being a global leader in sustainable resort development.
Through our Sands ECO360° Global Sustainability program, we develop and implement environmental practices for our existing and future resort developments to protect our natural resources, offer our team members a safe and healthy work environment and here the resort experiences of our guests.
LVSC was incorporated as a Nevada corporation in August 2004.
Our website address is www.
The information on our website is not part of this Annual Report on Form 10-K.
This Annual Report on Form 10-K contains certain forward-looking statements.
Management reviews the results of operations for each of its operating segments, which generally are our casino properties.
In Macao, our operating segments are: The Venetian Macao; Sands Cotai Central; Four Seasons Macao; Sands Macao; and Other Asia comprised primarily of our ferry operations and various other operations that are ancillary to our properties in Macao.
In Singapore, our operating segment is Marina Bay Sands.
In the United States, our operating segments are: The Venetian Las Vegas, which includes the Sands Expo Center; The Palazzo; and Sands Bethlehem.
Management also reviews construction and development activities for each of its primary projects under development, in addition to its reportable segments noted above.
Regis tower the remaining phase of Sands Cotai Central and the Four Seasons apart-hotel tower in Macao, and our Las Vegas condominium project which construction currently is suspended in the United States.
The Venetian Macao includes approximately 376,000 square feet of gaming space with approximately 590 table games and 2,080 slot machines.
The Venetian Macao features a 39 -floor luxury hotel tower with over 2,900 elegantly appointed luxury suites and the Shoppes at Venetian, approximately 925,000 square feet of unique retail shopping with more than 330 stores featuring many international brands and home to more than 50 restaurants and food outlets featuring an international assortment of cuisines.
In addition, The Venetian Macao has approximately 1.
Sands Cotai Central is located across the street from The Venetian Macao and Four Seasons Macao and is our largest integrated resort on the Cotai Strip.
We opened the Conrad and Holiday Inn tower and the first Sheraton tower, in April and September 2012, respectively, and the second Sheraton tower in January 2013.
The property includes approximately 370,000 square feet of gaming space with approximately 510 table games and 1,700 slot machines.
We have begun construction of the remaining phase of the project, which includes the St.
Regis hotel and mixed-use tower.
Upon completion, Sands Cotai Central will consist of a 13.
The Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately 105,000 square feet of gaming space with approximately 140 table games and 150 slot machines at its Plaza Casino.
The Four Seasons Macao also has 360 elegantly appointed rooms and suites; several food and beverage offerings; and conference and banquet facilities.
The Shoppes at Four Seasons includes approximately 258,000 square feet of retail space and is connected to the Shoppes at Venetian.
The Four Seasons Macao also features 19 ultra-exclusive Paiza Mansions, which are individually designed and made available by invitation only.
The Sands Macao, the first U.
The Sands Macao includes approximately 241,000 square feet of gaming space with approximately 270 table games and 910 slot machines.
The Sands Macao also includes a 289 -suite hotel tower, spa facilities, several restaurants and entertainment areas, and a Paiza Club.
We operate the gaming areas within our Macao properties pursuant to a 20-year gaming subconcession that expires in June 2022.
Atop the three towers is the Sands SkyPark, an extensive outdoor recreation area with a 150-meter infinity swimming pool and several dining options.
Marina Bay Sands also includes approximately 1.
Macao is the largest gaming market in the world and the only market in China to offer legalized casino gaming.
We expect that Macao will continue to experience meaningful long-term growth and the record 31.
We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the upcoming increase in hotel room inventory in Macao and neighboring Hengqin Island.
This includes our investments in The Parisian Macao and the St.
Regis tower at Sands Cotai Central.
In total, these new projects will add over 12,000 incremental hotel rooms, along with other non-gaming offerings and gaming capacity.
Table games are the dominant form of gaming in Asia, with Baccarat being the most popular game.
With the increase in the mass gaming market over the past few years, we have seen a significant increase in slot machine play and expect this business to continue to grow in Macao.
We intend to continue to introduce more modern and popular products that appeal to the Asian marketplace and believe that our high-quality gaming product has enabled us to capture a meaningful share of the overall Macao gaming market across all player segments.
Visitors from Hong Kong, southeast China, Taiwan and other locations in Asia can reach Macao in a relatively short time, using a variety of transportation methods, and visitors from more distant locations in Asia can take advantage of short travel times by air to Zhuhai, Shenzhen, Guangzhou or Hong Kong followed by a road, ferry or helicopter trip to Macao.
In addition, numerous air carriers fly directly into Macao International Airport from many major cities in Asia.
Macao draws a significant number of customers who are visitors or residents of Hong Kong.
One of the major methods of transportation to Macao from Hong Kong is the jetfoil ferry service, including our ferry service, CotaiJet.
Macao is also accessible from Hong Kong by helicopter.
In addition, the bridge linking Hong Kong, Macao and Zhuhai is expected to reduce the travel time between Hong Kong and Macao and is expected to be completed sometime between 2017 and 2018.
Gaming in Macao is administered by the government through concessions awarded to three different concessionaires and three subconcessionaires, of which we are one.
No additional concessions have been granted by the Macao government since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional competition.
Sociedade de Jogos de Macau S.
Historically, SJM was the only gaming operator in Macao.
Many of its gaming facilities are relatively small locations that are offered as amenities in hotels; however, some are large operations, including the Hotel Lisboa and The Grand Lisboa.
In February 2014, SJM announced the development of Lisboa Palace, a 2,000-room resort on Cotai that is scheduled to open in 2017.
Wynn Resorts MacauS.
In May 2012, the Macao government granted a land concession to Wynn Resorts Macau, allowing the casino operator to construct a full scale integrated resort in Cotai.
The 1,700-room integrated resort, Wynn Palace, will be located behind the City of Dreams and currently is expected to open in 2016.
In May 2007, the PBL affiliate, Melco Crown Entertainment Limited "Melco Crown"opened the Crown Macao, later renamed Altira.
In June 2009, Melco Crown opened the City of Dreams, an integrated casino resort located adjacent to our Sands Cotai Central, which includes Crown Towers, Hard Rock and Grand Hyatt hotels.
Melco Crown is currently constructing its second casino resort on Cotai, Studio City, which will include 1,600 hotel rooms and is expected to be completed in mid-2015.
Galaxy currently operates dress blackjack fancy casinos in Macao, including StarWorld Hotel, which opened in October 2006, and Galaxy Macau, which is located near The Venetian Macao and opened in May 2011.
In April 2012, Galaxy announced the development of a second phase of its Galaxy Macau property in Cotai.
The expansion is expected to include an additional 1,350 hotel rooms, as well as additional retail and convention and exhibition facilities.
The expansion is expected to be completed in 2015.
MGM Grand Paradise Limited, a joint venture between MGM Resorts International and Pansy Ho Http://promocode-slots.top/blackjack/blackjack-how-to-play-casino.html, obtained a subconcession from SJM in April 2005, allowing the joint venture to conduct gaming operations in Macao.
The MGM Grand Macau opened in December 2007 and is located on the Macao Peninsula adjacent to the Wynn Macau.
In October 2012, MGM Grand Paradise Limited received a land concession from the Macao government to develop a casino resort in Cotai.
The 1,600-room resort, MGM Cotai, will be located behind Sands Cotai Central and currently is expected to open in the fall of 2016.
Our Macao operations also face competition from other gaming and resort destinations, both in Asia and globally.
Singapore is regarded as having the most developed financial and transportation infrastructure in the Southeast Asia region.
Singapore has established itself as a destination for both business and leisure visitors, offering convention and exhibition facilities as well as world-class shopping malls and hotel accommodations.
In 2006, after a competitive bid process, the Singapore government awarded two concessions to develop and operate two integrated resorts.
Tourism receipts are estimated to have reached 23.
We believe Marina Bay Sands is ideally positioned within Singapore to cater to both business and leisure visitors.
Marina Bay Sands is also located near several entertainment attractions, including the Gardens by the Bay botanical gardens, which opened in June 2012, and the Singapore Sports Hub, a sports complex featuring a new 55,000-seat National Stadium, which opened in June 2014.
To date, the overall gaming market consists of a balanced contribution from both the VIP and mass gaming segments.
Consistent with our experience in Macao, Baccarat is the preferred table game in both the VIP and mass gaming segments.
Additionally, contributions from slot machines and from the mass gaming segment, including electronic table games offerings, have enhanced the early growth of the market.
As Marina Bay Sands and the Singapore market as a whole continue to mature, we expect to broaden our visitor base to continue to capture visitors from around the world.
About 100 airlines operate in Singapore, connecting it to over 300 cities in 70 countries.
The estimated population within a 5-hour flight of Singapore is more than 2.
Based on figures released by the STB, the largest source markets for visitors to Singapore for 2014 were Indonesia and China.
Gaming in Singapore is administered by the government through the award of licenses to two operators, of which we are one.
Resorts World Sentosa, which is 100% owned by Genting Singapore and located on Sentosa Island, is primarily a family tourist destination connected to Singapore via a 500-meter long vehicular and pedestrian bridge.
Apart from the casino, the resort includes six hotels, a Universal Studios theme park, the Marine Life Park, the Maritime Experiential Museum, aquarium, conventions and exhibitions facilities, restaurants, as well as a Malaysian food street, and retail shops.
Our Las Vegas Operating Properties form an integrated resort that includes The Venetian Las Vegas, The Palazzo and the Sands Expo Center.
The Venetian Las Vegas has 4,028 suites situated in a 3,015-suite, 35-story three-winged tower rising above the casino and the adjoining 1,013-suite, 12-story Venezia tower.
The casino at The Venetian Las Vegas has approximately 120,000 square feet of gaming space and includes approximately 110 table games and 1,250 slot machines.
The Venetian Las Vegas features a variety of amenities for its guests, including a Paiza Club, several theaters and a Canyon Ranch SpaClub.
The Palazzo features modern European ambience and design, and is directly connected to The Venetian Las Vegas and Sands Expo Center.
The casino at The Palazzo has approximately 105,000 square feet of gaming space and includes approximately 130 table games and 1,100 slot machines.
The Palazzo has a 50-floor luxury hotel tower with 3,064 suites and includes a Canyon Ranch SpaClub, a Paiza Club and a world-class theater.
The Venetian Las Vegas and The Palazzo feature two enclosed retail, dining and entertainment complexes, currently referred to as the Grand Canal Shoppes.
Sands Expo Center is one of the largest overall trade show and convention facilities in the United States as measured by net leasable square footagewith approximately 1.
We also own an approximately 1.
Together, we offer approximately 2.
We own and operate the Sands Bethlehem, a gaming, hotel, retail and dining complex located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania.
Hotels on the Las Vegas Strip compete with other hotels on and off the Las Vegas Strip, including hotels in downtown Las Vegas.
In addition, there are large projects in Las Vegas currently suspended or in the development stage lvs electrical system corporation when opened may target the same customers as we do.
We also compete with casinos located on Native American tribal lands.
The proliferation of gaming in California and other areas located in the same region as our Las Vegas Operating Properties could have an adverse effect on our financial condition, results of operations or cash flows.
In addition, certain states have legalized, and others may legalize, casino gaming in specific areas.
The continued proliferation of gaming venues could have a significant and adverse effect on our business.
In particular, the legalization of casino gaming in or near major metropolitan areas from which we traditionally attract customers could have a material adverse effect on our business.
The current global trend toward liberalization of gaming restrictions and the resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas Operating Properties, which could have an adverse effect on our financial condition, results of operations or cash flows.
Also, on December 23, 2011, the U.
In concluding as such, the DOJ reversed earlier opinions that the Wire Act was not limited to such communications on sporting events or contests.
Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.
Las Vegas generally competes with trade show and convention facilities located in and around major U.
In addition to the LVCC, some of our Las Vegas competitors have convention and conference facilities that compete with our Las Vegas Operating Properties.
We own and operate retail malls at our integrated resorts at The Venetian Macao, Four Seasons Macao, Sands Cotai Central, Marina Bay Sands and Sands Bethlehem.
Upon completion of the remaining phase of Sands Cotai Central, we will own approximately 2.
Management believes that 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 customers and provide a wide variety of shopping options.
We generate our mall revenue primarily from leases with tenants through base minimum rents, overage rents, management fees and reimbursements for common area maintenance "CAM" and other expenditures.
These tables do not reflect subsequent activity in 2015.
Excludes approximately 152,000 square feet of space on the fifth floor and 1,500 square feet of space on the third floor currently not on the market for lease.
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
The following table reflects our tenant representation by category for our mall operations as of December 31, 2014 : We advertise in many types of media, including television, internet, radio, newspapers, magazines and other out-of-home advertising e.
We actively engage in direct marketing as allowed in various geographic regions, which is targeted at specific market segments, including the premium slot and table games markets.
We are continuing to develop our properties in Macao and the U.
We also continue to aggressively pursue new development opportunities globally.
During December 2002, we entered into a subconcession agreement with Galaxy, click was approved by the Macao government.
The subconcession agreement allows us to develop and operate certain casino projects in Macao, including Sands Macao, The Venetian Macao, Four Seasons Macao, Sands Cotai Central and The Parisian Macao once openedseparately from Galaxy.
Under the subconcession agreement, we are obligated to operate casino blackjack betting system of chance or games of other forms in Macao.
We were also obligated to develop and open The Venetian Macao and a convention center by December 2007, and we were required to invest, or cause to be invested, at least 4.
If the Galaxy concession is terminated for any reason, our subconcession will remain in effect.
The subconcession may be terminated by agreement between Galaxy and us.
Galaxy is not entitled click here terminate the subconcession unilaterally; however, the Macao government, with the consent of Galaxy, may terminate the subconcession under certain circumstances.
Galaxy has developed, and may continue to develop, hotel and casino projects separately from us.
We are subject to licensing and control under applicable Macao law and are required to be licensed by the Macao gaming authorities to operate a casino.
We must pay periodic fees and taxes, and our gaming license is not transferable.
We must periodically submit detailed financial and operating reports to the Macao gaming authorities and furnish any other information that the Macao gaming authorities may require.
Similarly, no person may enter into possession of its premises or operate them through a management agreement or any other contract or through step in rights without first obtaining the approval of, and receiving a license from, the Macao gaming authorities.
The requirements in provisions ii and iii above will not apply, however, to securities listed as tradable on a stock exchange.
LVSC and SCL shareholders with 5% or more of the share capital, directors and some of our key employees must apply for and undergo a finding of suitability process and maintain due qualification during the subconcession term, and accept the persistent and long-term inspection and supervision exercised by the Macao government.
VML is required to notify the Macao government immediately should VML become aware of any fact that may be material to the appropriate qualification of any shareholder who owns 5% of the share capital, or any officer, director or key employee.
Changes in licensed positions must be reported to the Macao gaming authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Macao gaming authorities have jurisdiction to disapprove a change in corporate position.
If the Macao gaming authorities were to find one of our officers, directors or key employees unsuitable for licensing, we would have to sever all relationships with that person.
In addition, the Macao gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.
Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macao gaming authorities may be found unsuitable.
We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we: allow that person to exercise, directly or indirectly, any voting right conferred through shares held by that person; The Macao gaming authorities also have the authority to approve all persons owning or controlling the stock of any corporation holding a gaming license.
The Macao gaming authorities must give their prior approval to changes in control of VML through a merger, consolidation, stock or asset acquisition, management or consulting agreement or any act or conduct by any person whereby he or she obtains control.
Entities seeking to acquire control of a Macao registered corporation must satisfy the Macao gaming authorities concerning a variety of stringent standards prior to assuming control.
The Macao Gaming Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.
The Macao gaming authorities may consider some management opposition to corporate acquisitions, repurchases of voting securities more info corporate defense tactics affecting Macao gaming licensees, and the Macao registered corporations affiliated with such operations, to be injurious to stable and productive corporate gaming.
The Chief Executive of Macao could also require VML to increase its share capital if he deemed it necessary.
The Macao government also has the right, after consultation with Galaxy, to unilaterally terminate the subconcession agreement at any time upon the occurrence of specified events of default, including: the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession; the suspension of operations of our gaming business in Macao without reasonable grounds for more than seven consecutive days or more than fourteen non-consecutive days within one calendar year; the failure to resume operations following the temporary assumption of operations by the Macao government; the failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period; serious and repeated violation by VML of the applicable rules for carrying out casino games of chance or games of other blackjack game card win to how or the operation of casino games of chance or games of other forms; the failure by a controlling shareholder in VML to dispose of its interest in VML following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in VML.
For example, the Macao lvs electrical system corporation has the right to require that we contribute additional capital to our Macao subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macao government to be necessary.
VML is limited in its ability to raise additional capital by the need to first obtain the approval of the Macao gaming and governmental authorities before raising certain debt or equity.
If our subconcession is terminated in the event of a default, the casinos and gaming-related equipment would be automatically transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations.
In many of these instances, the subconcession agreement does not provide a specific cure period within which any such events may be cured and, instead, we would rely on consultations and negotiations with the Macao government to give us an opportunity to remedy any such default.
The Sands Macao, The Venetian Macao, Four Seasons Macao and Sands Cotai Central are being, and The Parisian Macao will be, operated under our subconcession agreement.
This subconcession excludes the following gaming activities: mutual bets, lotteries, raffles, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes.
Our subconcession is exclusively governed by Macao law.
We learn more here subject to the exclusive jurisdiction of the courts of Macao in case of any dispute or conflict relating to our subconcession.
Our subconcession agreement expires on June 26, 2022.
Unless our subconcession is extended, on that date, the casinos and gaming-related equipment will automatically be transferred learn more here the Macao government without compensation to us and we will cease to generate any revenues from these operations.
Beginning on December 26, 2017, the Macao government may redeem our subconcession by giving us at least one year prior notice and by paying us fair compensation or indemnity.
The fixed portion of the premium is equal to 30.
We also have to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes.
We must also contribute 4% of our gross gaming revenue to utilities designated by the Macao government, a portion of which must be used for promotion of tourism in Macao.
This percentage may be subject to change in the future.
Currently, the gaming tax in Macao is calculated as a percentage of gross gaming revenue; however, unlike Nevada, gross gaming revenue does not include deductions for credit losses.
As a result, if we extend credit to our customers in Macao and are unable to collect on the related receivables from them, we have to pay taxes on our winnings from these customers even though we were unable to collect on the related receivables.
If the laws are not changed, our business in Macao may not be able to realize the full benefits of extending credit to our customers.
In May 2014, we entered into an agreement with the Macao government effective through the end of 2018 that provides for an annual payment of 42.
These tax arrangements expire at the end of 2018.
The Development Agreement includes a concession for MBS to own and operate a casino within the integrated resort.
MBS is one of two companies that have been awarded a concession to operate a casino in Singapore.
Under the Request for Proposal, the Exclusivity Period provides that only two licensees will be granted the right to operate a casino in Singapore during the ten-year period.
During the Exclusivity Period, the Company, which is currently the 100% indirect shareholder of MBS, must continue to be the single largest entity with direct or indirect controlling interest of at least 20% in MBS, unless otherwise approved by the CRA.
The term of the casino concession provided under the Development Agreement is for 30 years commencing from the date the Development Agreement was entered into, or August 23, 2006.
In order to renew the casino concession, MBS must give notice to the STB and other relevant authorities in Singapore at least five years before its expiration in August 2036.
The Singapore government may terminate the casino concession prior to its expiration in order to serve the best interests of the public, in which event fair compensation will be paid to MBS.
On April 26, 2010, MBS was issued a casino license for a three-year period, which required payment of a license fee of SGD 37.
On April 19, 2013, MBS was granted a license for a further three-year period expiring on April 25, 2016, which required payment of SGD 57.
The license is amortized over its three-year term and is renewable upon submitting a renewal application, paying the applicable fee and meeting the renewal requirements as determined by the CRA.
The Development Agreement contains, among other things, restrictions limiting the use of the leased land to the development and operation of the project, requirements that MBS obtain prior approval from the STB in order to subdivide the hotel and retail components of the project, and prohibitions on any such subdivision during the Exclusivity Period.
In addition, the Development Agreement contains events of default, including, among other things, the failure of MBS to perform its obligations under the Development Agreement and events of bankruptcy or dissolution.
The Development Agreement required MBS to invest at least SGD 3.
This minimum investment requirement must be satisfied in full upon the earlier of eight years from the date of the Development Agreement or three years from the issuance of the casino license issued in April 2010which obligation has been fulfilled.
MBS was required to complete the construction of the Marina Bay Sands by August 22, 2014, in order to avoid an event of default under the Development Agreement that could result in a forfeiture of the lease for the land parcels underlying the integrated resort.
Pursuant to the Development Agreement, MBS was permitted to open Marina Bay Sands in stages and in accordance with an agreed upon schedule.
This schedule was met by MBS as confirmed by an audit conducted on behalf of the STB.
Employees whose job duties relate to the operations of the casino are required to be licensed by the relevant authorities in Singapore.
MBS also must comply with comprehensive internal control standards or regulations concerning advertising; branch office operations; the location, floor plans and layout of the casino; casino operations including casino related financial transactions and patron disputes, issuance of credit and collection of debt, relationships with and permitted payments to junket operators; security and surveillance; casino access by Singaporeans and non-Singaporeans; compliance functions and the prevention of money laundering; periodic standard and other reports to the CRA; and those relating to social controls including the exclusion of certain persons from the casino.
There is a goods and services tax of 7% imposed on gross gaming revenue and a casino tax of 15% imposed on the gross gaming revenue from the casino after reduction for the amount of goods and services tax, except in the case of gaming by premium players, in which case a casino tax of 5% is imposed on the gross gaming revenue generated from such players after reduction for the amount of the goods and services tax.
The tax rates will not be changed for a period of 15 years from March 1, 2007.
The casino tax is deductible against the Singapore corporate taxable income of MBS.
The provision for bad debts arising from the extension of credit granted to gaming patrons is not deductible against gross gaming revenue when calculating the casino tax, but is deductible for the purposes of calculating corporate income tax and the goods and services tax subject to the prevailing law.
MBS is permitted to extend casino credit to persons who are not Singapore citizens or permanent residents, but is not permitted to extend casino credit to Singapore citizens or permanent residents except to premium players.
The key constraint imposed on the casino under the Development Agreement is the total size of the gaming area, which must not be more than 15,000 square meters approximately 161,000 square feet.
The following are not counted towards the gaming area: back of house facilities, reception, restrooms, food and beverage areas, retail shops, stairs, escalators and lift lobbies leading to the gaming area, aesthetic and decorative displays, performance areas and major aisles.
The casino located within Marina Bay Sands may not have more than 2,500 gaming machines, but there is no limit on the number of tables for casino games permitted in the casino.
Among the changes introduced by these amendments is a revision of the maximum financial penalty that http://promocode-slots.top/blackjack/pch-blackjack-sweepstakes.html be imposed on a casino operator by way of disciplinary action on a number of grounds, including contravention of a provision of the Singapore Act or a condition of the casino license.
Under the amended provisions, a casino operator may be subject to a financial penalty, for each ground of disciplinary action, of a sum not exceeding 10% of the annual gross gaming revenue as defined in the Singapore Act of the casino operator for the financial year immediately preceding the check this out the financial penalty is imposed.
Applicants are required to be a suitable person to develop, maintain and promote the integrated resort as a compelling tourist destination that meets prevailing market demand and industry standards and contributes to the tourism industry in Singapore.
The Singapore government has established an evaluation panel that will assess applicants and report to the CRA on this aspect of the casino licensing requirements.
The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things: the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record-keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; Any change in such laws, regulations and procedures could have an adverse effect on our Las Vegas operations.
The gaming license requires the periodic payment of fees and taxes and is not transferable.
VCR is licensed as a manufacturer and distributor of gaming devices.
As such, we must periodically submit detailed financial and operating reports to the Nevada Gaming Authorities and furnish any other information that the Nevada Gaming Authorities may require.
No person may become a stockholder of, or receive any percentage of the profits from, the licensed subsidiaries without first obtaining licenses and approvals from the Nevada Gaming Authorities.
Additionally, the CCLGLB has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee.
We, and the licensed subsidiaries, possess all state and local government registrations, approvals, opinion probability of picking blackjack math share and licenses required in order for us to engage in gaming activities at The Venetian Las Vegas and The Palazzo.
The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us or the licensed subsidiaries to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee.
Officers, directors and certain key employees of the licensed subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed by the Nevada Gaming Authorities.
Our officers, directors and key employees who are actively and directly involved in the gaming activities of the licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they deem reasonable.
A finding of suitability is comparable to licensing; both require submission of detailed personal and financial information followed by a thorough investigation.
The applicant for licensing or a finding of suitability, or the gaming licensee by whom the applicant is employed or for whom the applicant serves, must pay all the costs of the investigation.
Changes in read article positions must be reported to the Nevada Gaming Authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to have an inappropriate relationship with us or the licensed subsidiaries, we would just click for source to sever all relationships with such person.
In addition, the Nevada Commission may require us or the licensed subsidiaries to terminate the employment of any person who refuses to file appropriate applications.
Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.
We, and the licensed subsidiaries, are required to submit periodic detailed financial and operating reports to the Nevada Commission.
If it were determined that we or a licensed subsidiary violated the Nevada Act, the registration and gaming licenses we then hold could be limited, conditioned, suspended or revoked, subject to compliance with certain http://promocode-slots.top/blackjack/zero-blackjack-betfair.html and regulatory procedures.
In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission.
Limitation, conditioning or suspension of any gaming registration or license or the appointment of a supervisor could and revocation of any gaming license would have a material adverse effect on our gaming operations.
Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have its suitability as a beneficial holder of our voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada.
The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.
The Nevada Act requires any person who acquires more co 10th greeley blackjack st pizza 5% of our voting securities to report the acquisition to the Chairman of the Nevada Board.
The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing.
Additionally, an institutional investor that has been granted such a waiver may acquire more than 25% but not more than 29% of our voting securities if such additional ownership results from a stock re-purchase program and such institutional investor does not purchase or otherwise acquire any additional voting securities that would result in an increase in its ownership percentage.
An institutional investor will be deemed to hold voting securities only for investment purposes if just click for source acquires and holds the voting securities in the ordinary course of business as an institutional investment and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our Board of Directors, any change in our corporate charter, by-laws, management, policies or our operations or any of our gaming affiliates, or any other action that the Nevada Commission finds to be inconsistent with holding our voting securities only for investment purposes.
Activities that are deemed consistent with holding voting securities only for investment purposes include: making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and such other activities as the Nevada Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners.
The applicant is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable.
The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner.
Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense.
We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries: allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, the purchase for cash at fair market value.
The Nevada Commission may, in its discretion, require the holder of any debt security of a registered corporation to file an application, be investigated and be found suitable to own the debt security of such registered corporation.
If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the registered corporation can be sanctioned, including manu v southampton tickets loss of its approvals, if without the prior approval of the Nevada Commission, it: We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time.
If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities and we are also required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities.
A failure to make such disclosure may be grounds for finding the record holder unsuitable.
We are also required to render maximum assistance in determining the identity of the beneficial owner.
We cannot make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes.
The shelf approval, however, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board.
The shelf approval does not constitute a finding, recommendation, or approval by the Nevada Commission or the Nevada Board as to the investment merits of any securities offered under the shelf approval.
Any representation to the contrary is unlawful.
Changes in our control through a merger, consolidation, stock or asset acquisition, management or consulting agreement, or any act or conduct by any person whereby he or she obtains control, shall not occur without the prior approval of the Nevada Commission.
Entities seeking to acquire control of a registered corporation must satisfy the Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of such registered corporation.
The Nevada Commission may also require controlling stockholders, officers, how blackjack runescape and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process of the transaction.
The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming.
The Nevada Act also requires prior approval of a plan of recapitalization proposed by the Board of Directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of the registered corporation.
License fees and taxes, computed in various ways depending upon the type of gaming or activity involved, are payable to the State of Nevada and to Clark County, Nevada.
Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon: The tax on gross revenues received is generally 6.
In addition, an excise tax is paid by us on charges for admission to any facility where certain forms of live entertainment are provided.
VCR is blackjack aria required to pay certain fees and taxes to the State of Nevada as a licensed manufacturer and distributor.
The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission.
Thereafter, licensees are also required to comply with certain reporting requirements imposed by the Nevada Act.
Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of any foreign jurisdiction pertaining to such foreign gaming operation, fail to conduct such foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in such foreign operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at gambling.
The sale of alcoholic beverages by the licensed subsidiaries on the casino premises and at the Sands Expo Center is subject to licensing, control and regulation by the applicable local authorities.
Our licensed subsidiaries have obtained the necessary liquor licenses to sell alcoholic beverages.
All licenses are revocable and are not transferable.
The agencies involved have full power to limit, condition, suspend or revoke any such licenses, and any such disciplinary action could and revocation of such licenses would have a material adverse effect on our operations.
On the same day, two Category 2 licenses were awarded to applicants for locations in Philadelphia, a Category 2 license was awarded to an applicant in Pittsburgh, and six race tracks were awarded Category 1 licenses.
One of the Philadelphia Category 2 licenses was revoked by the PaGCB in December 2010.
On November 18, 2014, the PaGCB granted the application for licensure of the second Pennsylvania Category 2 licensee, Stadium Casino, LLC.
The award of the license to Stadium Casino, LLC, through a contest with three other applicants, has been appealed to the Pennsylvania Supreme Court.
A final resolution is expected in 2015.
The principal difference between Category 1 and Category 2 licenses is that the former is available only to certain race tracks.
A Category 1 or Category 2 licensee is authorized to open with up to 3,000 slot machines and to increase to up to 5,000 slot machines upon approval of the PaGCB, which may not take effect earlier than six months after opening.
The PaGCB also is permitted to award three Category 3 licenses.
A Blackjack dealer a becoming 3 licensee is authorized to operate up to 600 slot machines and 50 table games or up to 500 slot machines without table games.
To date, two Category 3 licenses have been awarded: the Valley Forge Convention Center in suburban Philadelphia and the Nemacolin Woodlands Resort in Fayette County, Pennsylvania.
An additional Category 3 license may be issued, but not before July 2017, following a formal application process.
In February 2010, we submitted a petition to the PaGCB to obtain a table games operation certificate to operate table games at Sands Bethlehem, based on a revision to the law in 2010 that authorized table games.
Table games operations commenced on July 18, 2010.
We must notify the PaGCB if we become aware of any proposed or contemplated change of control including more than 5% of the ownership interests of Sands Bethworks Gaming or of more than 5% of the ownership interests of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, including LVSC.
The acquisition by a person or a group of persons acting in concert of more than 20% of the ownership interests of Sands Bethworks Gaming or of any entity that owns, directly or indirectly, at least 20% of Sands Bethworks Gaming, with the exception of the ownership interest of a person at the time of the original licensure when the license fee was paid, would be defined as a change of control under applicable Pennsylvania gaming law and regulations.
The PaGCB retains the discretion to eliminate the need for qualification and may reduce the license fee upon a change of control.
Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed.
Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB article source each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB.
In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.
In the event a security holder is required to be found qualified and is not found qualified, the security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.
We directly employ approximately 48,500 employees worldwide and hire temporary employees on an as-needed basis.
Our employees are not covered by collective bargaining agreements, except as discussed below with respect to our Sands Expo Center employees.
We believe that we have good relations with our employees.
Certain unions have engaged in confrontational and obstructive tactics at some of our properties, including contacting potential customers, tenants and investors, objecting to various administrative approvals and picketing, and may continue these tactics in the future.
Although we believe we will be able to operate despite such tactics, no assurance can be given that we will be able to do so or that the failure to do so would not have a material adverse effect on our financial condition, results of operations or cash flows.
Although no assurances can be given, if employees decide to be represented by labor unions, management does not believe that such representation would have a material effect on our financial condition, results of operations or cash flows.
Certain culinary personnel are hired from time to time for trade shows and conventions at Sands Expo Center and are covered under a collective bargaining agreement between Local 226 and Sands Expo Center.
This collective bargaining agreement expired in December 2000, but automatically click on an annual basis.
As a result, Sands Expo Center is operating under the terms of the expired bargaining agreement with respect to these employees.
We believe that the name recognition, brand identification and image that we have developed through our intellectual properties attract customers to our facilities, drive customer loyalty and contribute to our success.
We register and protect our intellectual property in the jurisdictions in which we operate or significantly advertise, as well as in countries in which we may operate in the future.
In May 2004, we completed the sale of The Grand Canal Shoppes and leased to GGP 19 retail and restaurant spaces on the casino level of The Venetian Las Vegas for 89 years with annual rent of one dollar, and GGP assumed our interest as landlord under the various leases associated with these 19 spaces.
The lease payments relating to the theater, the canal space within The Grand Canal Shoppes and the office space from GGP are subject to automatic increases of 5% in the sixth lease year and each subsequent fifth lease year.
Under the Amended Agreement, we also leased to GGP certain restaurant and retail space on the casino level of The Palazzo for 89 years with annual rent of one dollar and GGP assumed our interest as landlord under the various space leases associated with these spaces.
On June 24, 2011, we reached a settlement with GGP regarding the final purchase price.
In establishing the terms for the integrated operation of these components, the cooperation agreement sets forth agreements regarding, among other things, encroachments, las vegas blackjack game download, operating standards, maintenance requirements, insurance requirements, casualty and condemnation, joint marketing, and the sharing of some facilities and related costs.
The cooperation agreement regulates certain aspects of the operation of the LV Integrated Resort.
For example, under the cooperation agreement, we are obligated to operate The Venetian Las Vegas continuously and to use it exclusively in accordance with standards of first-class Las Vegas Boulevard-style hotels and casinos.
We are also obligated to operate and use the Sands Expo Center exclusively in accordance with standards of first-class convention, trade show and exposition centers.
The owners of the Grand Canal Shoppes are obligated to operate their property exclusively in accordance with standards of first-class restaurant and retail complexes.
We must maintain The Venetian Las Vegas and The Palazzo as well as some common areas and common facilities that are to be shared with the Grand Canal Shoppes.
The cost of maintenance of all shared common areas and common facilities is to be shared between us and the owners of the Grand Canal Shoppes.
We must also maintain, repair and restore Sands Expo Center and certain common areas and common facilities located in Sands Expo Center.
The owners of the Grand Canal Shoppes must maintain, repair and restore the Grand Canal Shoppes and certain common areas and common facilities located within.
We and the owners of the Grand Canal Shoppes must maintain minimum types and levels of insurance, including property damage, general liability and business interruption insurance.
The cooperation agreement establishes an insurance trustee to assist in the implementation of the insurance requirements.
All property owners have also granted each other all appropriate and necessary easement rights to utility lines servicing the LV Integrated Resort.
Consents, Approvals and Disputes.
If any current or future party to the cooperation agreement has a consent or approval right or has discretion to act or refrain from acting, the consent or approval of such party will only be granted and action will be taken or not taken only if a commercially reasonable owner would do so and such consent, approval, action or inaction would not have 3 6 bonus blackjack card material adverse effect on the property owned by such property owner.
The cooperation agreement provides for the appointment of an independent expert to resolve some disputes between the parties, as well as for expedited arbitration for other disputes.
Sale of the Grand Canal Shoppes by GGP.
We have a right of first offer in connection with any proposed sale of the Grand Canal Shoppes by GGP.
We also have the right to receive notice of any default by GGP sent by any lender holding a mortgage on the Grand Canal Shoppes, if any, and the right to cure such default subject to our meeting certain net worth tests.
You should carefully consider the risk factors set forth below as well as the other information contained in this Annual Report on Form 10-K in connection with evaluating the Company.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, results of operations or cash flows.
Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; any further weaknesses in the job or housing market, additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; the weakened job market; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism.
These factors could reduce consumer and corporate demand for the luxury amenities and leisure activities we offer, thus imposing additional limits on pricing and harming our operations.
The terms of our debt instruments and our current debt service obligations may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions that may otherwise be in our best interests.
Our current debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to: pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties; In addition, our Macao, Singapore and U.
This indebtedness could have important consequences to us.
For example, it could: impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes; require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations and development projects; limit our flexibility in planning for, or reacting to, changes in the business and the industry in which we operate; subject us to higher interest expense in the event of increases in interest rates as a significant portion of our debt is, and will continue to be, at variable rates of interest.
Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our debt is secured by liens on substantially all of our assets, except for our equity interests in our subsidiaries.
We may elect to arrange additional financing to fund the balance of our Cotai Strip developments.
If such additional financing is necessary, we cannot assure you that we will obtain all the financing required for the construction and opening of our remaining planned projects on suitable terms, if at all.
We are subject to extensive regulation and the cost of compliance or failure to comply with such regulations that govern our operations in any jurisdiction where we operate may have an adverse effect on our business, financial condition, results of operations or cash flows.
We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business, and we are subject to extensive background investigations and suitability standards in our gaming business.
We also will become subject to regulation in any other jurisdiction where we choose to operate in the future.
There can be no assurance that we will be able to obtain new licenses or renew any of our existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Commission, the Nevada Board and the CCLGLB.
The Nevada Gaming Authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us.
Although we currently are registered with, and LVSLLC and VCR currently hold gaming licenses issued by, the Nevada Gaming Authorities, these authorities may, among other things, revoke the gaming license of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.
In addition, the Nevada Gaming Authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity.
If our gaming licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of our casinos, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.
In addition, compliance costs associated with gaming laws, regulations or licenses are significant.
Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our business, financial condition, results of operations or cash flows.
A similar dynamic exists in all jurisdictions where we operate and a regulatory action against one of our operating entities in any gaming jurisdiction could impact our operations in other gaming jurisdictions where we do business.
On February 9, 2011, LVSC received a subpoena from the SEC requesting that we produce documents relating to our compliance with the FCPA.
We have also been advised by the DOJ that it is conducting a similar investigation.
Any violation of the FCPA could have a material adverse effect on our financial condition.
We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.
Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees, customers could have a material adverse effect on our financial condition, results of operations vip casino blackjack wii cash flows.
There are significant risks associated with our ongoing and future construction projects, which could have an adverse effect on our financial condition, results of operations or cash flows from these planned facilities.
Our ongoing and future construction projects, such as our Cotai Strip projects, entail significant risks.
Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain.
Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, http://promocode-slots.top/blackjack/ko-preferred-blackjack.html, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and features.
In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure.
If our management is unable to manage successfully our worldwide construction projects, it could have an adverse effect on our financial condition, results of operations or cash flows.
The anticipated costs and completion dates for our current projects are based on budgets, designs, development and construction documents and schedule estimates that we have prepared with the assistance of architects and other construction development consultants and that are subject to change as the design, development and construction documents are finalized and as actual construction work is performed.
A failure to complete our projects on budget link on schedule may have an adverse effect on our financial condition, results of operations or cash flows.
The estimated costs to complete and open our remaining planned projects are currently not determinable with certainty and therefore may have an adverse effect on our financial condition, results of operations or cash flows.
If we are unable to meet the respective deadlines and the deadlines for either development are not extended, we may lose the respective land concession, which would prohibit us from operating any facilities developed under such land concession.
We currently do not have material operations other than our Macao, Singapore and Las Vegas properties.
As a result, we are primarily dependent upon these properties for all of our cash.
Given that our operations are currently conducted primarily at properties in Macao, Singapore and Las Vegas and that a large portion of our planned future development is in Macao, we will be subject to greater degrees of risk than competitors with more operating properties or that operates in more markets.
The risks to which we will have a greater degree of exposure include the following: Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer.
In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.
We have comprehensive property and liability insurance policies for our properties in operation, as well as those in the course of construction, with coverage features and insured limits that we believe are continue reading in their breadth and scope.
Market forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates.
Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or terrorist acts, or certain liabilities may be uninsurable or too expensive to justify obtaining insurance.
As a result, we may not be successful in obtaining insurance without increases in cost or decreases in coverage levels.
In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or in some cases could result in certain losses being totally uninsured.
As a result, we could lose some or all of the capital we have invested in a property, as click here as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.
Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance.
Failure to satisfy these requirements could result in an event of default under these debt instruments or material agreements.
We depend on the continued services of key managers and employees.
If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer.
Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including Sheldon G.
Adelson and our other executive officers.
The loss of Mr.
Adelson, his family members and trusts and other entities established for the benefit of Mr.
Adelson exercises significant influence over our business policies and affairs, including the composition of our Board of Directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets.
The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of Mr.
The interests of Mr.
Adelson may differ from your interests.
We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.
We are a parent company with limited business operations of our own.
Our main asset is the capital stock of our subsidiaries.
We conduct most of our business operations through our direct and indirect subsidiaries.
Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.
Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends or distributions in the future.
We expect that future debt instruments for the financing of our other developments will contain similar restrictions.
Our business is sensitive to the willingness of our customers to travel.
Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations or cash flows.
We are dependent on the willingness of our customers to travel.
Only a small amount of our business is and will be generated by local residents.
Most of our customers travel to reach our Macao, Singapore, Las Vegas and Pennsylvania properties.
Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customer visits to Macao, Singapore, Las Vegas and Pennsylvania, including our properties.
Regional conflicts could have a similar effect on domestic and international travel.
Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have an adverse effect on our financial condition, results of operations or cash flows.
We extend credit to a large portion of our customers and we may not be able to collect gaming receivables from our credit players.
We conduct our gaming activities on a credit and cash basis.
Any such credit we extend is unsecured.
Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than patrons who tend to wager lower amounts.
High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.
During the year ended December 31, 2014approximately 23.
We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit.
These large receivables could have a significant impact on our results of operations if deemed uncollectible.
Constitution, other jurisdictions around the world, including jurisdictions our gaming customers may come from, may determine that enforcement of gaming debts is against public policy.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.
at blackjack rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.
The gaming industry is characterized by an element of chance.
Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming customers.
Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers.
If the winnings of our gaming customers exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our gaming customers may attempt or commit fraud or cheat in order to increase winnings.
Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees.
Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff.
Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations.
In addition, negative publicity related to such schemes could have an free blackjack games effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and cash flows.
A failure to establish and protect our IP rights could have an adverse effect on our business, financial condition and results of operations.
We endeavor to establish and protect our IP lvs electrical system corporation and our goods and services through trademarks and service marks, copyrights, patents, trade secrets, domain names, licenses, other contractual provisions, nondisclosure agreements, and confidentiality and information-security measures and procedures.
There can be no assurance, however, that the steps we take to protect our IP will be sufficient.
Our inability to adequately obtain, maintain or defend our IP rights for any reason may have a material adverse effect on our business, financial condition and results of operations.
Examples include: 1 if one of our marks becomes so well known by the public that its use is deemed generic, we may lose exclusive rights to such mark or be forced to rebrand; 2 if a third party claims our IP has infringed, currently infringes, or could in the future infringe upon its IP rights, we may need to cease use of such IP, defend our rights or take other steps; 3 if third parties violate their obligations to us to maintain the confidentiality of our proprietary information or there is a security breach or lapse, our business may be affected; or 4 if third parties misappropriate or infringe upon our IP, our business could be affected.
Conflicts of interest may arise because certain of our directors and officers are also directors of SCL.
We currently own 70.
Decisions that could have different implications for us and SCL, including contractual arrangements that we have entered into or may in the future enter into with SCL may give rise to the appearance of a potential conflict of interest.
We are subject to taxation and regulation by various government agencies, primarily in Macao, Singapore and the U.
From time to time, U.
In particular, government agencies may make changes that could reduce the profits that we can effectively realize from our non-U.
If changes in tax laws and regulations were to significantly increase the tax rates on non-U.
Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing.
Severe disruptions in the commercial credit markets in the recent past have resulted in a tightening of credit markets worldwide.
Liquidity in the global credit markets was severely contracted by these market disruptions, making it difficult and costly to obtain new lines of credit or to article source existing debt.
The effect of these disruptions was widespread and difficult to quantify.
While economic conditions have recently improved, that trend may not continue and the extent of the current economic improvement is unknown.
Any future disruptions in the commercial credit markets may impact liquidity in the global credit market as greatly, or even more, than in recent years.
Our business and financing plan may be dependent upon the completion of future financings.
If the credit environment worsens, it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to complete our remaining planned development projects, and as a consequence, our results of operations and business plans.
Should general economic conditions not improve, if we are unable to obtain sufficient funding or applicable government approvals such that completion of our planned projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date in our planned projects could be lost and would result in an impairment charge.
Natural or man-made disasters, an outbreak of highly infectious disease, terrorist activity or war could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations or cash flows.
Any of these events also may disrupt our ability to staff our business adequately, could generally disrupt our operations and could have a material adverse effect on our financial condition, results of operations or cash flows.
Although we have insurance coverage with respect to some of these events, we cannot assure you that any such coverage will be sufficient to indemnify us fully against all direct and indirect costs, including any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties.
We face global cybersecurity threats, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us.
Cyber-attacks and security breaches may include, but are not limited to, attempts to access information, including customer and company information, computer viruses, denial of service and other electronic security breaches.
Our business requires the collection and retention of large volumes of customer data, including credit card numbers and other personally identifiable information in various more info systems that we maintain and in those maintained by third-parties with whom we contract to provide data services.
We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations.
The integrity and protection of that customer and company data is important to us.
Our collection of such customer and company data is subject to extensive regulation by private groups such as the payment card industry as well as domestic and foreign governmental authorities, including gaming authorities.
Our systems may be unable to satisfy applicable regulations or employee and customer expectations.
Our information systems and records, including those we maintain with our third-party service providers, may be subject to cybersecurity breaches, system failures, viruses, operator error or inadvertent releases of data.
A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a material disruption to our operations and management team, and result in remediation expenses, regulatory penalties and litigation by customers and other parties whose information was subject to such attacks, all of which could have a material adverse effect on our business, results of operations and cash flows.
Conducting business in Macao and Singapore has certain political and economic risks, which may have an adverse effect on the financial condition, results of operations or cash flows of our Asian operations.
Our operations in Macao include The Venetian Macao, Four Seasons Macao, Sands Cotai Central and Sands Macao.
We plan to open and operate additional hotels, gaming areas and meeting space within the Cotai Strip in Macao, including The Parisian Macao, which is currently anticipated to open in 2016, subject to Macao government approval.
We also own and operate the Marina Bay Sands in Singapore.
Accordingly, our business development plans, financial link, results of operations or cash flows may be materially and adversely affected by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments or changes in laws and regulations or their interpretations.
Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries.
Jurisdictional tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability after tax.
These changes may have a material adverse effect on our financial condition, results of operations or cash flows.
As we expect a significant number of consumers to continue to come to our Macao properties from mainland China, general economic conditions and policies in China could have a significant impact on our financial prospects.
We believe that our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore.
These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations or cash flows.
In addition, our activities in Macao and Singapore are subject to administrative review and approval by various government agencies.
We cannot assure you that we will be able to obtain all necessary approvals, which may have a material adverse effect on our long-term business strategy and operations.
Macao and Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues.
Recently, the Macao government approved smoking control legislation, which prohibits smoking in casinos starting on October 6, 2014.
The legislation, however, permits casinos to maintain designated smoking areas of up to 50% of the areas opened to the public, so long as such areas are within restricted access areas and comply with the conditions set out in the Dispatch of the Chief Executive, dated November 1, 2012, as amended by the Dispatch of the Chief Executive, dated June 3, 2014.
The implementation of such legislation may deter potential gaming customers who are smokers from frequenting casinos in jurisdictions with smoking bans such as Macao.
Such laws and regulations could change or could be interpreted differently in the future.
We cannot predict the future likelihood or outcome of similar legislation or referendums in other jurisdictions where we operate or the magnitude of any decrease in revenues as a result of such regulations, though any smoking ban could have an adverse effect on our business, financial condition, results of operations or cash flows.
We are currently required to build and open The Parisian Macao by April 2016 and complete Sands Cotai Central by December 2016.
If we are unable to meet the respective deadlines and the deadlines for either development are not extended, we may lose the respective land concession, which would prohibit us from operating any facilities developed under such land concession.
We received land concessions from the Macao government covering the sites on which The Venetian Macao, Four Seasons Macao and Sands Cotai Central are located and The Parisian Macao is being constructed.
The Macao government granted us two extensions of the development deadline under the land concession for The Parisian Macao.
Under the terms of the land concession, we must complete The Parisian Macao by April 2016.
Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, we would expect to apply for an extension from the Macao government.
No assurance can be given that additional extensions will be granted.
If we are unable to meet the current deadlines and the deadlines for either development are not extended, the Macao government has the right to unilaterally terminate our respective land concessions for The Parisian Macao or Sands Cotai Central.
A loss of the land concession would prohibit us from operating any properties developed under the land concession for The Parisian Macao or Sands Cotai Central.
Our Macao subconcession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.
Upon termination of our subconcession, our casinos and gaming-related equipment would automatically be transferred to the Macao government without compensation to us and we would cease to generate any revenues from these operations.
The loss of our subconcession would prohibit us from conducting gaming operations in Macao, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.
Our Singapore concession can be terminated under certain circumstances without compensation to us, which would have a material adverse effect on our business, financial condition, results of operations or cash flows.
The Development Agreement between MBS and the STB contains events of default that could permit the STB to terminate the agreement without compensation to us.
If the Development Agreement is terminated, we could lose our right to operate the Marina Bay Sands and our investment in Marina Bay Sands could be lost.
Our subconcession agreement expires on June 26, 2022.
Beginning on December 26, 2017, the Macao government may redeem the subconcession agreement by providing us at least one year prior notice.
In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity.
The amount of this compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated by The Venetian Macao during the tax year prior to the redemption multiplied by the number of remaining years before expiration of the subconcession.
We cannot assure you that we will be able to renew or extend our subconcession agreement on terms favorable to us or at all.
We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.
The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.
Our VIP and mass market gaming customers typically come from nearby destinations in Asia, including mainland China, Hong Kong, South Korea and Japan.
Increasingly, a significant number of gaming customers come to our casinos from mainland China.
Policies and measures adopted from time to time by the Chinese government include restrictions imposed on exit visas granted to residents of mainland China for travel to Macao and Hong Kong.
These measures have, and any future policy developments that may be implemented may have, the effect of reducing the number of visitors to Macao from mainland China, which could adversely impact tourism and the gaming industry in Macao.
Our Macao operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.
The hotel, resort and casino businesses are highly competitive.
Our Macao operations currently compete with numerous other casinos located in Macao.
Our Macao operations will also compete to some extent with casinos located elsewhere in Asia, including Singapore, Philippines, Korea, Australia, New Zealand and elsewhere in the world, including Las Vegas.
In addition, certain countries have legalized, and others may in the future legalize, casino gaming, including Japan, Taiwan and Thailand.
The proliferation of gaming venues, especially in Southeast Asia, could have a significant and adverse effect on our financial condition, results of operations or cash flows.
The Macao and Singapore governments could grant rather bitcoin blackjack bitcointalk consider rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We hold a subconcession under one of only three gaming concessions authorized by the Macao government to operate casinos in Macao.
No additional concessions have been granted since 2002; however, if the Macao government were to allow additional gaming operators in Macao through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We hold one of two licenses granted by the Singapore government to develop an integrated resort, including a casino.
Under the Request for Proposal, the CRA is required to ensure that there will not be more than two casino licenses during a ten-year exclusive period that began on March 1, 2007.
If the Singapore government were to license additional casinos, we would face additional competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We may not be able to attract and retain professional staff necessary for our existing and future operations in Macao and Singapore.
Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled employees at our properties.
In addition, the Macao government requires that we only hire Macao residents as dealers in our casinos.
There is significant competition in Macao and Singapore for employees with the skills required to perform the services we offer and competition for these individuals in Macao is likely to increase as we open the remaining phase of Sands Cotai Central and The Parisian Macao, and as other competitors expand their operations.
There can be no assurance that a sufficient number of construction labor and skilled employees will be available or that we will be successful in training, retaining and motivating current or future employees.
If we are unable to obtain, attract, retain and train skilled employees, our ability to adequately manage and staff our existing and planned casino and resort properties in Macao and Singapore could be impaired, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
We are dependent upon gaming junket operators for a significant portion of our gaming revenues in Macao.
Junket operators, which promote gaming and draw high-roller customers to casinos, are responsible for a significant portion of our gaming revenues in Macao.
With the rise in gaming in Macao, the competition for relationships with junket operators has increased.
There can be no assurance that we will be able to maintain, or grow, our relationships with junket operators.
If we are unable to maintain or grow our relationships with junket operators, or if the junket operators experience financial difficulties or are unable to develop or maintain relationships with our high-roller customers, our ability to grow our gaming revenues will be hampered.
If junket operators attempt to negotiate changes to our operational agreements, including higher commissions, it could result in higher costs for us, loss of business to a competitor or loss of relationships with junket operators, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
In addition, the quality of junket operators is important to our link and our ability to continue to operate in compliance with our gaming licenses.
While we strive for excellence in our associations with junket operators, we cannot assure you that the junket operators with whom we are associated will meet the high standards we insist upon.
If a junket operator falls below our standards, we may suffer reputational harm, as well as worsening relationships with, and possible sanctions from, gaming regulators with authority over our operations.
Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi.
Our revenues in Macao are denominated in patacas, the legal currency of Macao, and Hong Kong dollars.
The Macao pataca and the Hong Kong dollar are linked to each other and, in many cases, are used interchangeably in Macao.
Although currently permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.
Also, because the currency market for patacas is relatively small and undeveloped, our ability to convert large amounts of patacas into U.
As a result, we may experience difficulty in converting patacas into U.
We are currently prohibited from accepting wagers in renminbi, the legal currency of China.
There are also restrictions on the export of the renminbi outside of mainland China and the amount of renminbi that can be converted into foreign currencies, including the pataca and Hong Kong dollar.
Restrictions on the export of the renminbi may impede the flow of gaming customers from mainland China to Macao, inhibit the growth of gaming in Macao and negatively impact our gaming operations.
The Macao pataca is pegged to the Hong Kong dollar.
Certain Asian countries have publicly asserted their desire to eliminate the peg of the Hong Kong dollar to the U.
As a result, we cannot assure you that the Hong Kong dollar and the Macao pataca will continue to be pegged to the U.
The floating of the renminbi and possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate for these currencies.
Any change in such exchange rates could have a material adverse effect on our operations and on our ability to make payments on certain of our debt instruments.
We do not currently hedge for foreign currency risk; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations.
Certain Nevada gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan to operate.
Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the State of Nevada.
We are required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring outside the State of Nevada, including Macao, Singapore and other jurisdictions.
We will also be subject to disciplinary action by the Nevada Commission if: we knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation; we fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations; we engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada; we engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or we employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.
Also, as we are required to provide any other information that the Nevada Commission may require concerning our gaming activities and associations in jurisdictions outside the State of Nevada, we could be subject to disciplinary action by the Nevada Commission if our current reporting is determined to be unsatisfactory due to Macao regulations regarding personal data protection prohibiting us from satisfying certain reporting requirements of the Nevada Commission.
In addition, if learn more here Nevada Board determines that one of our actual or intended activities or associations in a foreign gaming operation may violate one or more of the foregoing, we can be required to file an application with the Nevada Commission for a finding of suitability of such activity or association.
If the Nevada Commission finds that the activity or association in the foreign gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association.
Consequently, should the Nevada Commission find standard schnauzer blackjack our gaming activities or associations in Macao or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in those jurisdictions.
The gaming authorities in other jurisdictions where we operate or plan to operate, including in Macao and Singapore, exercise similar powers for purposes of assessing suitability in relation to our activities in other gaming jurisdictions where we do business.
Our ability to monetize these assets will be subject to market conditions, applicable legislation, the receipt of necessary government approvals and other factors.
VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.
The Macao government has granted VML a quota to permit it to hire foreign workers.
VML has effectively assigned the management of this quota to its contractors for the construction of our Cotai Strip projects.
Until we make final payments to our contractors, we have offset rights to collect amounts they may owe us, including amounts owed under the indemnities relating to employer obligations.
After we have made the final payments, it may be more difficult for us to enforce any unpaid indemnity obligations.
The transportation infrastructure in Macao may need to be expanded to meet increased visitation in Macao.
Macao is in the process of expanding its transportation infrastructure to service the increased number of visitors to Macao.
We are currently not required to pay corporate income taxes on our casino gaming operations in Macao.
These tax arrangements expire at the end of 2018.
We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games.
This exemption does not apply to our non-gaming activities.
We will continue to benefit from this tax exemption through the end of 2018.
Additionally, we entered into an agreement with the Macao government in May 2014, effective through the end of 2018 that provides for an annual payment that is a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.
We intend to request five-year extensions of these tax arrangements; however, we cannot assure you that either of these tax arrangements will be extended beyond their expiration dates.
We face significant competition in Las Vegas, which could have a material adverse effect on our financial condition, results of operations or cash flows.
In addition, any significant downturn in the trade show and convention business could have a significant and adverse effect on our mid-week occupancy rates and business.
The hotel, resort and casino businesses in Las Vegas are highly competitive.
If demand for hotel rooms does not keep up with the increase in the number of hotel rooms, competitive pressures may cause reductions in average room rates.
We also compete with legalized gaming from casinos located on Native American tribal lands, including those located in California.
While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located in the same region as our Las Vegas Operating Properties could have an adverse effect on our results of operations.
In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers.
Certain states within the U.
There are a number of established, well capitalized companies producing and operating online gaming offerings that compete with us.
Online gaming is a new and evolving industry and is potentially subject to significant future development, including legal and regulatory development.
The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could have an adverse effect on our financial condition, results of operations or cash flows.
In concluding as such, the DOJ reversed earlier opinions that the Wire Act was not limited to such communications on sporting events or contests.
Those states that permit these distribution channels may also expand the gaming offerings of their lotteries in a manner that could have an adverse effect on our business.
The Sands Expo Center provides recurring demand for mid-week room nights for business travelers who attend meetings, trade shows and conventions in Las Vegas.
The Sands Expo Center presently competes with other large convention centers, including convention centers in Las Vegas and other cities.
To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse effect on our financial condition, results of operations or cash flows.
Certain beneficial owners of our voting securities may be required to file an application with, and be investigated by, the Nevada Gaming Authorities, and the Nevada Commission may restrict the ability of a beneficial owner to receive any benefit from our voting securities and may require the disposition of shares of our voting securities, if a beneficial owner is found to be unsuitable.
Any person who acquires beneficial ownership of more than 10% of our voting securities will be required to apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails a written notice requiring the filing.
In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the Nevada Commission to file an application for a finding of suitability as such.
In either case, a finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting the investigation.
Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Gaming Authorities may be found unsuitable.
The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner.
Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the common stock of a registered corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense.
We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a licensed subsidiary, we, or any of the licensed subsidiaries: allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, purchasing them for cash at fair market value.
Any person who acquires beneficial ownership of 5% or more of our voting securities will be required to apply to the PaGCB for licensure, obtain licensure and remain licensed.
Additionally, any trust that holds 5% or more of our voting securities is required to be licensed by the PaGCB and each individual who is a grantor, trustee or beneficiary of the trust is also required to be licensed by the PaGCB.
In addition, any beneficial owner of our voting securities, regardless of the number of shares beneficially owned, may be required at the discretion of the PaGCB to file an application for licensure.
In the event a security holder is required to be found qualified and is not found qualified, or fails to apply for qualification, such security holder may be required by the PaGCB to divest of the interest at a price not exceeding the cost of the interest.
We have entered into agreements with GGP under which, among other things, GGP has agreed to operate the Grand Canal Shoppes subject to, and in accordance with, the cooperation agreement.
Our agreements with GGP could be adversely affected in ways that could have a material adverse effect on our financial condition, results of operations or cash flows if we do not maintain an acceptable working relationship with GGP or its successors.
For example, the cooperation agreement that governs the relationships between the Grand Canal Shoppes and The Palazzo and The Venetian Las Vegas requires that the owners cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.
There could be similar material adverse consequences to us if GGP breaches any of its agreements with us, such as its agreement under the cooperation agreement to operate the Grand Canal Shoppes consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme in the section formerly referred to as The Grand Canal Shoppes, and its various obligations as our landlord under the leases described above.
Although our agreements with GGP provide us with various remedies in the event of any breaches by GGP and include various dispute resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our financial condition, results of operations or cash flows if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.
We have received concessions from the Macao government to build on a six-acre land site for the Sands Macao and the sites on which The Venetian Macao, Four Seasons Macao and Sands Cotai Central are, and The Parisian Macao will be, located.
We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land.
Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law.
As specified in the land concessions, we are required to pay premiums, which are either payable in a single lump sum upon acceptance of our land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the electronic blackjack bets concession, which may be revised every five years by the Macao government.
Under our land concession for The Parisian Macao, we are required to complete the development by April 2016.
The land concession for Sands Cotai Central contains a similar requirement, which was extended by the Macao government in April 2014, that the development be completed by December 2016.
Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, we would expect to apply for another extension from the Macao government.
If we are unable to meet the current deadlines and the deadlines for either development are not extended, we could lose our land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit us from operating any facilities developed under the respective land concessions.
Under the Development Agreement with the STB, we paid SGD 1.
We own an approximately 63-acre parcel of land on which our Las Vegas Operating Properties are located and an approximately 19-acre parcel of land located to the east of the 63-acre parcel.
We own these parcels of land in fee simple, subject to certain easements, encroachments and other non-monetary encumbrances.
The Sands Bethlehem resort is located on the site of the historic Bethlehem Steel Works in Bethlehem, Pennsylvania, which is about 70 miles from midtown Manhattan, New York.
In September 2008, our joint venture partner, Bethworks Now, LLC, contributed the land on which Sands Bethlehem is being developed to Sands Bethworks Gaming and Sands Bethworks Retail, a portion of which was contributed through a condominium form of ownership.
In February 2008, in connection with the sale of The Shoppes at The Palazzo, GGP acquired control of the Leased Airspace.
We continue to retain fee title to the Acquired Airspace in order to resume building the Las Vegas Condo Tower when market conditions improve.
Management has made certain estimates for potential litigation costs based upon consultation with legal counsel.
Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material adverse effect on our financial condition, results of operations or cash flows.
Our ability to declare and pay dividends on our common stock is subject to the requirements of Nevada law.
In addition, we are a parent company with limited business operations of our own.
Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interest in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.
This may restrict our ability to pay cash dividends other than from cash on hand.
We expect this level of dividend to continue quarterly through the remainder of 2015.
Our Board of Directors will continually assess the level and appropriateness of any cash dividends.
There have not been any sales by the Company of equity securities in the last fiscal year that have not been registered under the Securities Act of 1933.
The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, 2014 : During December 2014, we repurchased 45,220 shares of our common stock in satisfaction of tax withholding and exercise price obligations on vested restricted stock and a stock option exercise.
These shares were not considered part of the stock repurchase program.
All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.
All share repurchases of our common stock have been recorded as treasury shares.
The stock price performance in this graph is not necessarily indicative of future stock price performance.
The performance graph should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent the Company specifically incorporates the performance graph by reference therein.
The historical results are not necessarily indicative of the results of operations to be expected in the future.
The Conrad and Holiday Inn tower and the first Sheraton tower of Sands Cotai Central opened in April and September 2012, respectively.
The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements, and the notes thereto and other financial information included in this Form 10-K.
Our Macao operating segments consist of The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Sands Macao and other ancillary operations that support these properties.
Our Singapore operating segment consists of the Marina Bay Sands.
Our operating segments in the U.
For the years ended December 31, 2014 and 2013gross revenue at our reportable segments was derived as follows: At The Venetian Macao, approximately 84.
At Sands Cotai Central, approximately 83.
At Four Seasons Macao, approximately 81.
At Sands Macao, approximately 94.
At Marina Bay Sands, approximately 75.
At our Las Vegas Operating Properties, approximately 67.
At Sands Bethlehem, approximately 88.
Our historical financial results will not be indicative of our future results as we continue to develop and open new properties, including The Parisian Macao and the remaining phase of Sands Cotai Central.
Operating revenues at The Venetian Macao, Sands Cotai Central, Four Seasons Macao, Marina Bay Sands and our Las Vegas Operating Properties are dependent upon the volume of customers who stay at the hotel, which affects the price that can be charged for hotel rooms and our gaming volume.
Operating revenues at Sands Macao and Sands Bethlehem are principally driven by casino customers who visit the properties on a daily basis.
The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost.
Rolling Chip and Non-Rolling Chip volume measurements are not comparable as the amounts wagered and lost are substantially higher than the amounts dropped.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold 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.
Based upon our mix of table games, our Rolling Chip win percentage calculated before discounts and commissions is expected to be 2.
Generally, slot machine play is conducted on a cash basis.
In Macao and Singapore, 23.
Casino revenue measurements for the U.
We view table games win as a percentage of drop and slot hold as a percentage of handle.
Based upon our mix of table games, our table games are expected to produce a win percentage calculated before discounts of 22% to 30% for Baccarat and 14% to 18% for non-Baccarat.
As in Macao and Singapore, slot machine play is generally conducted on a cash basis.
Hotel revenue measurements: Performance indicators used are occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day.
The calculations of the hotel occupancy and average daily room rates include the impact of rooms provided on a complimentary basis.
Complimentary room rates are determined based http://promocode-slots.top/blackjack/blackjack-5-card-pick-up.html an analysis of retail or cash room rates by customer segment and type of room product to ensure the complimentary room rates are consistent with retail rates.
Revenue per available room represents a summary of hotel average daily room rates and occupancy.
Because not all available rooms are occupied, average daily room rates are normally higher than revenue per available room.
Reserved rooms where the guests do not show up for their stay and lose their deposit may be re-sold to walk-in guests.
These rooms are considered to be occupied twice for statistical purposes due to obtaining the original deposit and the walk-in guest revenue.
In cases where a significant number of rooms are resold, occupancy rates may be in excess of 100% and revenue per available room learn more here be higher than the average daily room rate.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators.
GLOA is the sum of: 1 tenant occupied space under lease and 2 tenants blackjack teacher longer occupying space, but paying rent.
GLA does not include space that is 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 sum of 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.
The following table summarizes the results of our casino activity: In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis.
For further information related to the financial performance of our malls, see"— Additional Information Regarding our Retail Mall Operations.
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
The increase in operating expenses was primarily attributable to an increase in casino expenses at our Macao operating properties.
The decrease was driven by the overall decrease in casino receivables at our Macao operating properties due to the decrease in VIP play.
The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time.
We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.
Pre-opening expenses for the years ended December 31, 2014 and 2013were primarily related to activities at The Parisian Macao and Sands Cotai Central, respectively.
Adjusted property EBITDA is used by management as the primary measure of the operating performance of our segments.
Adjusted property EBITDA is net income before intersegment royalty fees, stock-based compensation expense, legal settlement expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, impairment loss, loss on disposal of assets, interest, other income expenseloss on modification or early retirement of debt and income taxes.
The amounts in both periods were primarily due to foreign exchange gains.
Our effective income tax rate was 6.
The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on profits generated by our Macao gaming operations due to our income tax exemption in Macao, which was extended in October 2013 through the end of 2018.
We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.
These amounts are primarily related to the noncontrolling interest of SCL.
The following table summarizes the this web page of our casino activity: In our experience, average win percentages remain steady when measured over extended periods of time, but can vary considerably within shorter time periods as a result of the statistical variances that are associated with games of chance in which large amounts are wagered.
The suites at Sands Macao are primarily provided to casino patrons on a complimentary basis.
For further information related to the financial performance of our malls, see"— Additional Information Regarding our Retail Mall Operations.
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
Beginning in August 2013, a significant portion of the rent paid by the duty-free luxury shops was converted from overage rent to base rent in accordance with the respective lease agreements, resulting in an increase in base rent per square foot.
The decrease in occupancy at The Shoppes at Marina Bay Sands was due to an ongoing repositioning of the mall that brought in new tenants and expanded key luxury tenants.
Approximately 37,000 square feet of gross leasable area was undergoing new fit-out or development and was not considered occupied as of December 31, 2013.
A progressive opening of The Outlets at Sands Bethlehem began in November 2011.
Base rent per square foot and tenant sales per square foot for the year ended December 31, 2012, are excluded from the table as certain co-tenancy requirements were not met during 2012 as the mall was only partially occupied.
The increase in operating expenses was primarily attributable to the progressive opening of Sands Cotai Central that commenced in April 2012.
These increases were driven by the associated increases in the related revenues described above.
The amount of this provision can vary over short periods of time because of factors specific to the customers who owe us money from gaming activities at any given time.
We believe that the amount of our provision for doubtful accounts in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
Pre-opening expense represents personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred.
Pre-opening expenses for the years ended December 31, 2013 and 2012, were primarily related to activities at Sands Cotai Central.
The income during the year ended December 31, 2013, was primarily attributable to foreign exchange gains.
Our effective income tax rate was 6.
The effective income tax rates reflect a 17% statutory tax rate on our Singapore operations and a zero percent tax rate on profits generated by our Macao gaming operations due to our income tax exemption in Macao, which was extended in October 2013 through the end of 2018.
We have recorded a valuation allowance related to certain deferred tax assets generated by operations in the U.
These amounts are primarily related to the noncontrolling interest of SCL.
The following tables summarize the results of our mall operations for the years ended December 31, 2014, 2013 and 2012 in thousands : The first, second and third phases of the Shoppes at Cotai Central opened in April and September 2012, and June 2014, respectively.
At completion, the Shoppes at Cotai Central will feature up to 600,000 square feet of gross leasable area.
Revenues from CAM, levies and management fees are included in minimum rents for The Outlets at Sands Bethlehem.
Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai.
This property tax exemption expired in August 2013 for The Venetian Macao.
In May 2014, the Company received an additional six-year property tax exemption for The Venetian Macao.
Mall-related expenses consist of CAM, management fees and other direct operating expenses, property taxes and provision for recovery of doubtful accounts, but excludes http://promocode-slots.top/blackjack/free-blackjack-game-for-mobile.html and amortization and general and administrative costs.
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 go here 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 blackjack knife 7 costs.
In the tables above, we believe that 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.
We submitted plans to the Macao government for The Parisian Macao, an integrated resort that will be connected to The Venetian Macao and Four Seasons Macao.
The Parisian Macao is intended to include a gaming area to be operated under our gaming subconcessiona hotel with over 3,000 rooms and suites and retail, entertainment, dining and meeting facilities.
We recommenced construction upon receiving certain government approvals, after a temporary stoppage from Read more through August 2014.
As with projects of this nature, we will continue to analyze options for both a full and phased opening of the facility, which is anticipated to open in 2016, subject to Macao government approval.
In addition, we will be completing the development of some public areas surrounding our Cotai Strip properties on behalf of the Macao government.
Land concessions in Macao generally have an initial term of 25 years with automatic extensions of 10 years thereafter in accordance with Macao law.
We have received land concessions from the Macao government to build on the sites on which The Venetian Macao, Sands Cotai Central, Four Seasons Macao and The Parisian Macao are located.
We do not own these land sites in Macao; however, the land concessions grant us exclusive use of the land.
As specified in the land concessions, we are required to pay premiums for each parcel, which are either payable in a single lump sum upon acceptance of the land concessions by the Macao government or in seven semi-annual installments, as well as annual rent for the term of the land concessions.
Under our land concession for The Parisian Macao, we are required to complete the development by April 2016.
The land concession for Sands Cotai Central contains a similar requirement that the development be completed by December 2016.
Should we determine that we are unable to complete The Parisian Macao or Sands Cotai Central by their respective deadlines, we would expect to apply for another extension from the Macao government.
If we are unable to meet the current deadlines and the deadlines for either development are not extended, we could lose our land concessions for The Parisian Macao or Sands Cotai Central, which would prohibit us from operating any facilities developed under the respective land concessions.
We were constructing the Las Vegas Condo Tower, located on the Las Vegas Strip between The Palazzo and The Venetian Las Vegas.
We suspended our construction activities for the project due to reduced demand for Las Vegas Strip condominiums and the overall decline in general economic conditions.
We intend to recommence construction when demand and conditions improve.
The impact of the suspension on the estimated overall cost of the project is currently not determinable with certainty.
Table games play at our properties is conducted on a cash and credit basis.
Slot machine play is primarily conducted on a cash basis.
The retail hotel rooms business is generally conducted on a cash basis, the group hotel rooms business is conducted on a cash and credit basis, and banquet business is conducted primarily on a credit basis resulting in operating cash flows being generally affected by changes in operating income and accounts receivable.
The increase was primarily attributable to the increase in operating cash flows generated from our Macao operating properties and Marina Bay Sands.
The maximum leverage ratio is 5.
We can elect to contribute cash on hand to our Las Vegas operations on a bi-quarterly basis; such contributions having the effect of increasing Adjusted EBITDA during the applicable quarter for purposes of calculating compliance with the maximum leverage ratio.
The maximum leverage ratio is 4.
The maximum leverage ratio is 3.
As of December 31, 2014our U.
If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.
A default under the U.
Any defaults or cross-defaults under these 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 that 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.
The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third party public shareholders in the case of funds being repatriated from SCL.
We believe the cash on hand and cash flow generated from operations will be sufficient to maintain compliance with the financial covenants of our credit facilities.
We may elect to arrange additional financing to fund the balance of our Cotai Strip developments.
In the normal course of our activities, we will continue to evaluate our capital structure and opportunities for enhancements thereof.
The proceeds of the 2012 Singapore Credit Facility were used to repay the outstanding indebtedness under the prior Singapore credit facility.
Credit Facility, which facility was completed in December 2013 and its proceeds were primarily used to repay the outstanding indebtedness under the prior senior secured credit facility.
On February 26, 2014, SCL paid a dividend of 0.
On February 28 and June 21, 2013, SCL paid a dividend of HKD 0.
On February 28 and June 22, 2012, SCL paid a dividend just click for source HKD 0.
On January 23, 2015, the Board of Directors of SCL declared a dividend of HKD 0.
We expect this level of dividend to continue quarterly through the remainder of 2015.
Our Board of Directors will continually assess the level and appropriateness of any cash dividends.
Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise.
The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, legal requirements, other investment opportunities and market conditions.
All share repurchases of our common stock have been recorded as treasury stock.
The lease has a 10-year term with a purchase option at the third, fifth, seventh and tenth anniversary dates.
The HVAC Equipment Lease has been capitalized at the present value of the future minimum lease payments at lease inception.
We are party to tenant lease termination and asset purchase agreements.
Under the agreement for The Grand Canal Shoppes sale, we are obligated to fulfill the lease termination and asset purchase agreements.
We are party to employment agreements with three of our executive officers, with remaining terms of one to five years.
We are party to long-term land leases of 25 years with automatic extensions at our option of 10 years thereafter in accordance with Macao law.
We are party to certain leaseback agreements for the theater, gondola and certain office and retail space related to the sales of The Grand Canal Shoppes and The Shoppes at the Palazzo.
In addition to the 39% gross gaming win tax in Macao which is not included in this table as the amount we pay is variable in naturewe are required to pay an annual premium with a fixed portion and a variable portion, which is based on the number and type of gaming tables and gaming machines we operate.
We are party to a 99-year lease agreement 89 years remaining for a parking structure located adjacent to The Venetian Las Vegas.
We are party to certain operating leases for real estate, various equipment and service arrangements.
We are unable to reasonably estimate the timing of the liability in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.
We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than interest rate caps.
We are a parent company with limited business operations.
Our main asset is the stock and membership interests of our subsidiaries.
The debt instruments of our U.
We believe that inflation and changing prices have not had a material impact on our sales, revenues or income from continuing operations during the past three fiscal years.
This report contains forward-looking statements that are 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.
Although we believe that these forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct.
These forward- looking statements involve known and unknown risks, uncertainties and other factors, 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: general economic and business conditions in the U.
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.
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.
These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances.
Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations.
Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition.
We believe that the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
We maintain an allowance, or reserve, for doubtful casino accounts at our operating casino resorts in Macao, Singapore and the U.
We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves.
Credit or marker play was 23.
Our allowance for doubtful casino accounts was 33.
The credit extended to our junkets can be offset by the commissions payable to said junkets, which is considered in the establishment of the allowance for doubtful accounts.
Our allowance for doubtful accounts from our hotel and other receivables is not material.
We are subject to various claims and legal actions.
We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined that such contingencies are both probable and reasonably estimable.
We depreciate property and equipment on a straight-line basis over their estimated useful lives.
The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life.
Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets.
For assets to be held and used including projects under developmentfixed assets are reviewed for impairment whenever indicators of impairment exist.
Secondly, we estimate the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group.
We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group.
If the undiscounted cash flows exceed the carrying value, no impairment is indicated.
If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.
If an asset is still under development, future cash flows include remaining construction costs.
Determining the recoverability of our asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others.
Losses are recognized for any initial or subsequent write-down to fair value less cost to sell, while gains are recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized.
Any gains or losses not previously recognized that result from the sale of the disposal group shall be recognized at the date of sale.
Fixed assets are not depreciated while classified as held for sale.
Interest costs associated with our major construction projects are capitalized and included in the cost of the projects.
When no debt is incurred specifically for construction projects, we capitalize interest on amounts expended using the weighted average cost of our outstanding borrowings.
Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period.
Leasehold interests in land represent payments made for the use of land over an extended period of time.
The leasehold interests in land are amortized on a straight-line basis over the expected term of the related lease agreements.
Assets with indefinite useful lives are assessed regularly to ensure they continue to meet the indefinite useful life criteria.
These assets are not subject to amortization and are tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired.
If the carrying amount of the asset is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess.
If the carrying amount of the asset does not exceed the fair value, no impairment is recognized.
If a quantitative impairment test is to be performed to estimate the fair value of our intangible assets, our fair value analysis would be based on expected adjusted property EBITDA, combined with estimated future tax-affected cash flows and a terminal value using the Gordon Growth Model, which are discounted to present value at rates commensurate with our capital structure and the prevailing borrowing rates within the casino industry in general.
Adjusted property EBITDA and discounted cash flows are common measures used to value cash-intensive businesses such as casinos.
Determining the fair value of the gaming license and table games certificate is judgmental in nature and requires the use of significant estimates and assumptions, including adjusted property EBITDA, growth rates, discount rates and future market conditions, among others.
If we determine a qualitative assessment is to be performed, we assess certain qualitative factors including, but not limited to, the results of the most recent fair value calculation, operating results and projected operating results, and macro-economic and industry conditions.
Accounting standards regarding share-based payments require demon ace of spades recognition of compensation expense in the consolidated statements of operations related to the fair value of employee stock-based compensation.
Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends.
Expected volatilities are based on our historical volatility or combined with the historical volatilities from a selection of companies from our peer group when there is a lack of our historical information, as is the case for our SCL equity plan.
The expected option life is based on the contractual term of the option as well historical exercise and forfeiture behavior.
The expected dividend yield is based on our estimate of annual dividends expected to be paid at the time of the grant.
We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options granted.
Judgment is also required in estimating the amount of stock-based awards expected to be forfeited prior to vesting.
If actual forfeitures differ significantly from these estimates, stock-based compensation expense could be materially impacted.
The stock option and restricted stock and stock unit costs are expected to be recognized over a weighted average period of 4.
The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 2.
We are subject to income taxes in the U.
We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring, and implementation of tax planning strategies.
Management will reassess the realization of deferred tax assets based on the applicable accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies.
Significant judgment is required in evaluating our tax positions and determining our provision for income taxes.
During the ordinary course of business, there are many transactions for which the tax treatment is uncertain.
Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions.
The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations.
We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.
Our major tax jurisdictions are the U.
We are subject to examination for years beginning 2010 in the U.
The Inland Revenue Authority of Singapore is currently performing a compliance review of the Marina Bay Sands tax return for tax years 2010 through 2012.
Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt, which we may manage through the use of interest rate cap agreements.
We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.
Our derivative financial instruments consist exclusively of interest rate cap agreements, which do not qualify for hedge accounting.
Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.
To manage exposure to counterparty credit risk in interest rate cap agreements, we enter into agreements with highly rated institutions that can be expected to fully perform under the terms of such agreements.
Frequently, these institutions are also members of the bank group providing our credit facilities, which management believes further minimizes the risk of nonperformance.
The table below provides information about our financial instruments that are sensitive to changes in interest rates.
For blackjack mobile promo codes myvegas obligations, the table presents notional amounts and weighted average interest rates by contractual maturity dates.
Notional amounts are used to calculate the contractual payments to be exchanged under the contract.
Weighted average variable rates are based on December 31, 2014LIBOR, HIBOR and SOR plus the applicable interest rate spread in accordance with the respective debt agreements.
The information is presented in U.
Based upon contractual interest rates for fixed rate indebtedness or current LIBOR, HIBOR and SOR for variable rate indebtedness.
As of December 31, 2014we have 4 interest rate cap agreements with a nominal aggregate fair value based on quoted market values from the institutions holding the agreements.
Borrowings under the 2013 U.
Credit Facility, as amended, bear interest, at our option, at either an adjusted Eurodollar rate or at an alternative base rate, plus a credit spread.
For base rate borrowings, the initial credit spread is 0.
Revolving Facility and the 2013 U.
Term B Facility, respectively.
For Eurodollar rate borrowings, the initial credit spread is 1.
Revolving Facility and the 2013 U.
Term B Facility subject to a Eurodollar rate floor of 0.
Borrowings under the 2011 VML Credit Facility bear interest, at our option, at either an adjusted Eurodollar rate or HIBOR, plus a credit spread, or an alternative base rate, plus a credit spread, which credit spread in each case is determined based on the maximum leverage ratio set forth in the credit facility agreement, as amended.
The credit spread for the Extended 2011 VML Term and Revolving Facilities ranges from 0.
The credit spread for the Extended 2011 VML Term and Revolving Facilities ranges from 1.
Borrowings under the 2012 Singapore Credit Facility bear interest at SOR plus a spread of 1.
Borrowings under the airplane financings bear interest at LIBOR plus 1.
We may be vulnerable to changes in the U.
Based on balances as of December 31, 2014an assumed 10% change in the U.
We do not hedge our exposure to foreign currencies; however, we maintain a significant amount of our operating funds in the same currencies in which we have obligations thereby reducing our exposure to currency fluctuations.
All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.
We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp.
Our audits also included the financial information for the years ended December 31, 2014 and 2013 in the financial statement schedule listed in the Index at Item 15 a 2.
Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
The consolidated financial statements of the Company for the year ended December 31, 2012, before the effects of the retrospective adjustments to the Condensed Consolidating Financial Information for a change in the composition of the Restricted Subsidiaries discussed in Note 18 to the consolidated financial statements, were audited by other auditors whose report, dated March 1, 2013, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board United States.
Those standards require that we http://promocode-slots.top/blackjack/sportsbook-blackjack-rigged.html and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such 2014 and 2013 consolidated financial statements present fairly, in all material respects, the financial position of Las Vegas Sands Corp.
Also, in our opinion, the information for the years ended December 31, 2014 and 2013 in the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole for those periods then ended, present fairly, in all material respects, the information set forth therein.
We have also audited the adjustments to Note 18 of the 2012 consolidated financial statements to retrospectively adjust the Condensed Consolidating Financial Information for a change in the composition of Restricted Subsidiaries in 2013, as discussed in Note 18 to the consolidated financial statements.
In our opinion, such retrospective adjustments are appropriate and have been properly applied.
However, we were not engaged to audit, review, or apply any procedures to the 2012 consolidated financial statements of the Company other than with respect to the retrospective adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2012 consolidated financial statements taken as a whole.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board United Statesthe Company's internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.
We have audited the internal control over financial reporting of Las Vegas Sands Corp.
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board United States.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
A company's internal videogioco blackjack over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company's internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the learn more here or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board United Statesthe consolidated financial statements and financial statement schedule as of December 31, 2014 and for the year ended December 31, 2014 of the Company and our report dated February 27, 2015 expressed an unqualified opinion on those financial statements and financial statement schedule.
In our opinion, the consolidated statements of operations, comprehensive income, of equity and cash flows for the year ended December 31, 2012, before the effects of the adjustments to retrospectively reflect the change in the group of subsidiaries that are visit web page Restricted Subsidiaries described in Note 18, present fairly, in all material respects, the results of Las Vegas Sands Corp.
In addition, click the following article our opinion, the financial statement schedule for the year ended December 31, 2012 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements before the effects of the adjustments described above.
These financial statements and financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.
We conducted our audit, before the effects of the adjustments described above, of these statements in accordance with the standards of the Public Company Accounting Oversight Board United States.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the change in the group of subsidiaries that are the Restricted Subsidiaries described read more Note 18 and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.
Those adjustments were audited by other auditors.

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