EXHIBIT 99.2
UNAUDITED PRO FORMA DATA
The pro forma financial data presented below gives effect to
the offering of the mortgage notes and borrowings under Venetian's new
facilities, the repayment, redemption or repurchase of all of Venetian's
outstanding indebtedness (collectively, the "Refinancing Transactions") and
borrowings of approximately $50.0 million under some of our new senior secured
credit facilities to fund development of the Phase IA Addition.
YEAR END THREE MONTHS ENDED
DECEMBER 31, 2001 MARCH 31, 2002
----------------- ------------------
(in thousands)
Interest expense, net of amounts capitalized (1).............. $ (124,053) $ (29,212)
Interest expense on indebtedness to Las Vegas Sands, Inc.'s
principal stockholder (1)................................ -- --
Other income (expense) (2).................................... 1,385 181
Income (loss) before preferred return and extraordinary item.. (13,389) 7,585
Income (loss) before extraordinary item....................... (34,155) (1,922)
Ratio of EBITDA to net interest expense....................... 1.2x 1.6x
Ratio of earnings to fixed charges (3)........................ -- 1.1x
AS OF MARCH 31, 2002
PRO FORMA (1)(4)
--------------------
(in thousands)
BALANCE SHEET DATA:
Cash and cash equivalents........................... $ 57,335
Restricted cash..................................... 235,435
Total assets........................................ 1,528,144
Total debt.......................................... 1,255,000
Stockholders' equity (deficit)...................... (59,213)
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(1) The pro forma financial columns give effect to the net increase in
interest expense due to the Refinancing Transactions and the funding of
the Phase IA Addition as follows:
YEAR END THREE MONTHS ENDED
DECEMBER 31, 2001 MARCH 31, 2002
----------------- ------------------
(in thousands)
Historical net interest expense (including interest
expense on indebtedness to Las Vegas Sands, Inc.'s
principal stockholder).............................. $ 110,744 $ 26,716
Less:
Interest expense due to retirement of indebtedness under
the Refinancing Transactions, at actual historical
amounts............................................. (102,954) (24,201)
Interest expense related to amortization of deferred
offering costs and original issue discount, at
actual historical amounts........................... (8,689) (2,664)
Plus:
Assumed interest expense on mortgage notes (assumed
11.0% fixed rate)................................... 93,500 23,375
Assumed interest expense on $50 million term loan
(weighted average interest rates of 6.7% and
4.9%) (a)........................................... 3,360 608
Assumed interest expense on $250 million term loan
(weighted average interest rates of 6.7% and
4.9%) (a)........................................... 16,798 3,041
Assumed interest expense on $105 million mall loan
facility (weighted average interest rates of 5.5%
and 3.6%) (a)....................................... 5,743 949
Assumed amortization of deferred offering costs and
commitment fees, based on estimated offering costs
and using a weighted average life of approximately
6.7 years........................................... 5,551 1,388
------------ ------------
$ 124,053 $ 29,212
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(a) Based on actual weighted average one-month LIBOR rates during
the respective period (3.7% and 1.9%) plus the assumed spread
for the new indebtedness.
Had interest rates been 1/8% higher during the year ended 2001 and the
three months ended March 31, 2002, the impact on the variable rate
indebtedness would have caused pro forma interest expense for each
period to increase to $0.5 million and $0.1 million.
(2) Pro forma other income (expense) reflects the assumed elimination of
the interest rate floor agreement and the related mark-to-market
adjustments during the year ended 2001 and the three months ended March
31, 2002 of ($1,938,000) and $670,000.
(3) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" represent income before preferred return and extraordinary
item, plus our proportionate share of the loss on our equity
investment, amortization of capitalized interest and fixed charges, and
less preferred return
and interest capitalized. "Fixed charges" consist of interest expense,
whether expensed or capitalized, amortization of debt discount and
debt financing costs, preferred return and one-third of lease expense,
which we believe is representative of the interest component of lease
expense - primarily comprised of rent expense associated with the
heating and air conditioning provider. For the pro forma year ended
2001, earnings were insufficient to cover fixed charges by $32.3
million. Accordingly, this ratio has not been presented.
(4) Pro forma cash and cash equivalents assumes $22.0 million of excess
proceeds after giving effect to the Refinancing Transactions and the
funding of the Phase IA Addition. Pro forma restricted cash represents
the borrowing of $235.0 million of the proceeds from the Refinancing
Transactions and the funding of the Phase IA Addition for the
development of the Phase IA Addition, the disbursement of which will be
governed by the terms of the new credit facility. Pro forma
stockholders' equity (deficit) represents the recognition of a $53.3
million extraordinary loss on early retirement of indebtedness which
includes $33.5 million of call premiums to be incurred in connection
with the Refinancing Transactions and $19.8 million related to the
write-off of unamortized debt offering costs and unamortized original
issue discount.