UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-50635
COLONY RESORTS LVH ACQUISITIONS, LLC
(Exact Name of Registrant as Specified in its Charter)
| | |
| NEVADA | | 41-2120123 |
(State or Other Jurisdiction of Incorporation) | | (I.R.S. Employer Identification Number) |
| | |
| 3000 PARADISE ROAD | | |
| LAS VEGAS, NEVADA | | 89109 |
| (Address of Principal Executive Offices) | | (Zip Code) |
702-732-5111
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required 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 the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
As of November 07, 2006, there were 1.50 Class A Membership Units of Colony Resorts LVH Acquisitions LLC issued and outstanding.
COLONY RESORTS LVH ACQUISITIONS, LLC
FORM 10-Q
TABLE OF CONTENTS
COLONY RESORTS LVH ACQUISITIONS, LLC
CONDENSED STATEMENTS OF FINANCIAL POSITION
(in thousands)
| | | | | | |
| | | September 30,
2006 | | December 31,
2005 * |
| | | (Unaudited) | | |
| Assets | | | | | | |
CURRENT ASSETS: | | | | | | |
Cash and equivalents | | $ | 15,147 | | $ | 17,218 |
Restricted cash | | | 7,134 | | | 2,278 |
Accounts receivable, net of allowance for doubtful accounts of $3,866 at September 30, 2006 and $2,376 at December 31, 2005 | | | 20,658 | | | 18,415 |
Due from affiliates | | | — | | | 2,370 |
Inventories | | | 2,829 | | | 3,099 |
Prepaid expenses and other current assets | | | 6,896 | | | 5,285 |
| | | | | | |
Total current assets | | | 52,664 | | | 48,665 |
PROPERTY AND EQUIPMENT, NET | | | 325,174 | | | 312,967 |
RESTRICTED CASH | | | 2,882 | | | 5,471 |
OTHER ASSETS, NET | | | 3,691 | | | 2,596 |
| | | | | | |
Total assets | | $ | 384,411 | | $ | 369,699 |
| | | | | | |
| Liabilities and Members’ Equity | | | | | | |
CURRENT LIABILITIES: | | | | | | |
Accounts payable | | $ | 10,753 | | $ | 12,849 |
Accrued expenses | | | 32,166 | | | 36,204 |
Due to affiliates | | | 1,085 | | | — |
| | | | | | |
Total current liabilities | | | 44,004 | | | 49,053 |
TERM LOAN | | | 220,496 | | | 200,000 |
| | | | | | |
Total liabilities | | | 264,500 | | | 249,053 |
| | | | | | |
COMMITMENTS AND CONTINGENCIES (Note 6) | | | | | | |
REDEEMABLE MEMBERS’ EQUITY | | | 60,000 | | | 60,000 |
MEMBERS’ EQUITY | | | 59,911 | | | 60,646 |
| | | | | | |
Total liabilities and members’ equity | | $ | 384,411 | | $ | 369,699 |
| | | | | | |
| * | Condensed from audited financial statements. |
See notes to the unaudited condensed financial statements.
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COLONY RESORTS LVH ACQUISITIONS, LLC
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
| | | | | | | | |
| | | For the three months ended September 30, 2006 | | | For the three months ended September 30, 2005 | |
Revenues: | | | | | | | | |
Casino | | $ | 28,242 | | | $ | 22,614 | |
Rooms | | | 21,810 | | | | 21,149 | |
Food and beverage | | | 16,716 | | | | 15,293 | |
Other revenue | | | 7,207 | | | | 6,763 | |
| | | | | | | | |
Total revenue | | | 73,975 | | | | 65,819 | |
Less: promotional allowances | | | (6,571 | ) | | | (6,123 | ) |
| | | | | | | | |
Net revenues | | | 67,404 | | | | 59,696 | |
Expenses: | | | | | | | | |
Casino | | | 20,562 | | | | 18,185 | |
Rooms | | | 7,789 | | | | 7,867 | |
Food and beverage | | | 12,588 | | | | 12,418 | |
Other expense | | | 5,777 | | | | 4,613 | |
General & administrative | | | 17,855 | | | | 15,521 | |
Depreciation | | | 3,306 | | | | 2,812 | |
| | | | | | | | |
Total expense | | | 67,877 | | | | 61,416 | |
| | | | | | | | |
Operating loss | | | (473 | ) | | | (1,720 | ) |
Interest expense | | | 5,210 | | | | 5,265 | |
| | | | | | | | |
Net loss | | $ | (5,683 | ) | | $ | (6,985 | ) |
| | | | | | | | |
Net loss allocation | | | | | | | | |
Allocable to Class A | | $ | — | | | $ | — | |
Allocable to Class B | | $ | (5,683 | ) | | $ | (6,985 | ) |
Basic weighted average Class A membership units outstanding | | | 1.50 | | | | 1.50 | |
Basic weighted average Class B membership units outstanding | | | 1,500,000.00 | | | | 1,500,000.00 | |
Diluted weighted average membership units outstanding | | | 1,500,001.50 | | | | 1,500,001.50 | |
Net loss per Class A membership unit-basic | | $ | (3.79 | ) | | $ | (4.66 | ) |
Net loss per Class B membership unit-basic | | $ | (3.79 | ) | | $ | (4.66 | ) |
Per membership unit-diluted | | $ | (3.79 | ) | | $ | (4.66 | ) |
See notes to the unaudited condensed financial statements.
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COLONY RESORTS LVH ACQUISITIONS, LLC
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
| | | | | | | | |
| | | For the nine
months ended
September 30, 2006 | | | For the nine
months ended
September 30, 2005 | |
Revenues: | | | | | | | | |
Casino | | $ | 81,050 | | | $ | 70,216 | |
Rooms | | | 78,704 | | | | 75,825 | |
Food and beverage | | | 55,059 | | | | 50,637 | |
Other revenue | | | 22,557 | | | | 17,739 | |
| | | | | | | | |
Total revenue | | | 237,370 | | | | 214,417 | |
Less: promotional allowances | | | (19,686 | ) | | | (19,877 | ) |
| | | | | | | | |
Net revenues | | | 217,684 | | | | 194,540 | |
Expenses: | | | | | | | | |
Casino | | | 58,586 | | | | 54,788 | |
Rooms | | | 24,156 | | | | 23,147 | |
Food and beverage | | | 40,685 | | | | 39,666 | |
Other expense | | | 16,418 | | | | 11,497 | |
General & administrative | | | 52,388 | | | | 44,097 | |
Depreciation | | | 9,536 | | | | 7,380 | |
| | | | | | | | |
Total expense | | | 201,769 | | | | 180,575 | |
| | | | | | | | |
Operating income | | | 15,915 | | | | 13,965 | |
Interest expense | | | 17,806 | | | | 15,480 | |
| | | | | | | | |
Net loss | | $ | (1,891 | ) | | $ | (1,515 | ) |
| | | | | | | | |
Net loss allocation | | | | | | | | |
Allocable to Class A | | $ | — | | | $ | — | |
Allocable to Class B | | $ | (1,891 | ) | | $ | (1,515 | ) |
Basic weighted average Class A membership units outstanding | | | 1.50 | | | | 1.50 | |
Basic weighted average Class B membership units outstanding | | | 1,500,000.00 | | | | 1,500,000.00 | |
Diluted weighted average membership units outstanding | | | 1,500,001.50 | | | | 1,500,001.50 | |
Net loss per Class A membership unit-basic | | $ | (1.26 | ) | | $ | (1.01 | ) |
Net loss per Class B membership unit-basic | | $ | (1.26 | ) | | $ | (1.01 | ) |
Per membership unit-diluted | | $ | (1.26 | ) | | $ | (1.01 | ) |
See notes to the unaudited condensed financial statements.
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COLONY RESORTS LVH ACQUISITIONS, LLC
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | | | | |
| | | For the nine
months ended
September 30, 2006 | | | For the nine
months ended
September 30, 2005 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net loss | | $ | (1,891 | ) | | $ | (1,515 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 9,536 | | | | 7,380 | |
Provision for bad debts | | | 1,437 | | | | 823 | |
Change in value of interest rate cap | | | 469 | | | | 53 | |
Amortization of deferred financing costs | | | 1,407 | | | | 1,579 | |
Stock – based employee compensation | | | 1,155 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (3,680 | ) | | | (7,245 | ) |
Inventories, prepaid expenses and other assets | | | (710 | ) | | | (1,863 | ) |
Accounts payable and accrued expenses | | | (6,134 | ) | | | 4,365 | |
Due to/from affiliates | | | 3,455 | | | | 1,804 | |
| | | | | | | | |
Net cash provided by operating activities | | | 5,044 | | | | 5,381 | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Additions to property and equipment | | | (21,742 | ) | | | (12,330 | ) |
Restricted cash | | | (2,267 | ) | | | 13,981 | |
| | | | | | | | |
Net cash (used in) provided by investing activities | | | (24,009 | ) | | | 1,651 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from refinancing of new Term Loan | | | 220,496 | | | | — | |
Repayment of Archon Term Loan | | | (200,000 | ) | | | — | |
Debt issuance costs from refinancing of term loan | | | (3,602 | ) | | | — | |
| | | | | | | | |
Net cash provided by financing activities | | | 16,894 | | | | — | |
| | | | | | | | |
(Decrease)/increase in cash and equivalents | | | (2,071 | ) | | | 7,032 | |
Cash and equivalents at beginning of period | | | 17,218 | | | | 12,888 | |
| | | | | | | | |
Cash and equivalents at end of period | | $ | 15,147 | | | $ | 19,920 | |
| | | | | | | | |
Supplemental Cash Flow Information: | | | | | | | | |
Cash paid for interest, net of capitalized interest | | $ | 15,993 | | | $ | 13,472 | |
| | | | | | | | |
See notes to the unaudited condensed financial statements.
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1. ORGANIZATION AND BASIS OF PRESENTATION
Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”), was formed at the direction of Colony Investors VI, L.P., a Delaware limited partnership (“Colony VI”) and an affiliate of Colony Capital, LLC (“Colony Capital”), under the laws of the State of Nevada on December 18, 2003. Pursuant to the Company’s Amended and Restated Operating Agreement, dated June 18, 2004 (the “Operating Agreement”), the Company will continue in existence perpetually. Members of the Company, however, may terminate the Operating Agreement and dissolve the Company at any time.
The Company’s members consist of Colony Resorts LVH Holdings, LLC (“Holdings”), which is a wholly owned subsidiary of Colony VI, a discrete investment fund managed by an affiliate of Colony Capital, Colony Resorts LVH Co-Investment Partners, L.P. (“Co-Investment Partners”), Colony Resorts LVH Coinvestment Voteco, LLC (“Coinvestment Voteco”) and Colony Resorts LVH Voteco, LLC (“Voteco”), each of which purchased Class A or Class B Membership Units on June 18, 2004 in connection with the equity financing described in Note 4.
Prior to June 18, 2004, the Company had conducted no business other than in connection with the execution of the Purchase and Sale Agreement (as defined below), relating to the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation (“LVH”) (the “Acquisition”). LVH is a wholly-owned indirect subsidiary of Harrah’s Entertainment, Inc., as a result of the merger between Harrah’s Entertainment Inc. and Caesars Entertainment, Inc. Prior to the Acquisition, LVH operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the “Hotel” or the “Property”). Commencing June 18, 2004, the revenues and expenses of the Property are included in the Company’s statements of operations.
Interim Financial Statements
The accompanying condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods have been made. The results for the three-month and nine-month periods ended September 30, 2006, are not necessarily indicative of results to be expected for the full fiscal year.
These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2005, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (filed March 31, 2006 (File Number 0-50635)) (the “Form 10K”).
Use of Estimates
The preparation of the unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses; including related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to asset impairments, accruals for slot and table game marketing points, compensation and related benefits, revenue recognition, allowance for doubtful accounts, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Reclassification
Certain amounts in the three and nine months ended September 30, 2005 financial statements have been reclassified to conform to the September 30, 2006 presentation. These reclassifications had no effect on the previously reported net income or loss.
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2. NEW TERM LOAN
On May 11, 2006, the Company entered into a new Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. (the “new Term Loan”). The new Term Loan is for an initial principal amount of $209 million and is for an initial term of two (2) years with three one-year extensions. The Company has drawn an additional $11.3 million against the new Term Loan. The new Term Loan is subject to a $5.8 million holdback amount, included in restricted cash, for deferred maintenance projects and is subject to future funding to a maximum of $250 million.
Interest on the new Term Loan accrues at a rate of one month LIBOR plus 2.9%. The new Term Loan provides for no amortization during the term. The new Term Loan is collateralized by a first priority deed of trust on the Property.
Pursuant to the terms of the new Term Loan, the Company purchased an interest rate cap with LIBOR strike rate of 5.75% for the first two years of the new Term Loan and an interest rate cap with LIBOR strike rate of 6.25% for any extension periods.
Proceeds from the new Term Loan were used to extinguish the Loan Agreement between the Company and Archon Financial, L.P., dated as of June 18, 2004 (the “Archon Term Loan”) and to pay a $1.0 million exit fee.
3. RELATED PARTY TRANSACTIONS
The Company has billed Resorts International Holdings, LLC, (“RIH”), a company affiliated through common ownership, certain costs and expenses incurred on its behalf. All amounts billed have been paid by RIH as of September 30, 2006.
The Company entered into a Services Agreement with Resorts International Hotel, Inc. (“Resorts”) an affiliate of the Company (through common ownership) on June 18, 2004 (the “Services Agreement”). The Company entered into an Amended and Restated Joint Services Agreement (the “Joint Services Agreement”) and Amended and Restated Joint Marketing Agreement (the “Marketing Agreement”) with Resorts and RIH on April 26, 2005. The Services Agreement and Joint Services Agreement provide for an initial term of three years with automatic one year renewal periods. The Marketing Agreement provides for an initial term of ten years with automatic one year renewal periods. The agreements provide that the Company, RIH and Resorts will cooperatively develop and implement joint services and marketing programs.
During the three and nine month periods ended September 30, the Company provided and/or received services from these affiliated companies. The total net value of services received from the affiliated companies was approximately $1.1 million for the quarter ended September 30, 2006 and approximately $3.1 million for the nine months ended September 30, 2006.
4. REDEEMABLE MEMBERS EQUITY
In connection with the closing of the Acquisition, the Company, Voteco, Co-Investment Voteco, Co-Investment Partners and Holdings entered into a Sale Right Agreement, dated June 18, 2004 (the “Sale Right Agreement”). Pursuant to the terms of Co-Investment Partners’ partnership agreement, at any time after May 23, 2008, Whitehall (a limited partner in Co-Investment Partners and an affiliate of Goldman Sachs Commercial Mortgage Capital, L.P., the lender under the new Term Loan) has the right to request that Co-Investment Partners purchase all of Whitehall’s interest in Co-Investment Partners at a purchase price determined by Whitehall. Pursuant to the Sale Right Agreement, upon receiving notice from Whitehall that it has exercised the sale right the Company must, within forty-five days elect to either (1) purchase that portion of the Class B Membership Units which represent Whitehall’s ownership interest in Co-investment Partners or (2) sell the Company in its entirety. If the Company elects not to redeem the Class B Membership Units, it must appoint Goldman Sachs & Co. as its sole and exclusive agent for a period of one year to seek to sell the Company at a price extrapolated from the price Whitehall established for its interest in Co-Investment Partners. In addition, on June 18, 2010, if the Company has not been sold pursuant to the sale right described above or otherwise, the Company shall appoint Goldman Sachs & Co. as its sole agent to seek to sell the Company at the best price obtainable unless Whitehall and Co-Investment Partners both agree not to sell the Company or to postpone such sale. For purposes of the diluted membership unit calculation, it is assumed that the redemption of Whitehall’s interest or sale of the property will be consummated at fair value.
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5. 2004 INCENTIVE PLAN
In connection with the closing of the Acquisition, the Company’s board and members approved the Company’s 2004 Incentive Plan (the “Plan”). As of June 18, 2004, the Company had a total of 0.167 Class A Units and 166,667 Class B units reserved for issuance under the Plan. The Plan was amended by the board on May 16, 2006 to remove section 7 of the Plan to (1) comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and (2) eliminate the provision that excludes the value attibutable to the Development Parcels (as defined in the Plan).
Subsequent to the closing of the Acquisition, the Company granted 0.167 options of Class A Units and 166,667 options of Class B Units to certain executives, in accordance with the Plan. The options have a 10 year life, vest over three years and have an exercise price of $100 per unit for both classes which was equal to, or greater than, the fair market value of the membership units at the date of grant.
On June 7, 2004, Voteco and Holdings granted the Vice Chairman of the Company an option to acquire 0.015 Class A Units and 15,000 Class B Units of the Company, respectively. These additional options, when exercised, will be issued from Holdings and Voteco directly and will be a transfer of previously issued units. The estimated fair value of the 15,000 options granted was $17.08 per membership unit and was computed using the binominal lattice value method with the following weighted average assumptions: risk free interest rate of 2.9%; no expected dividend yields, and expected vesting period of 24 months.
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(revised 2004), “Share-Based Payment” (SFAS No. 123(R)) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), and related interpretations. The Company adopted SFAS No. 123(R) using the modified prospective method and accordingly, financial statement amounts for prior periods presented in the Form 10-Q have not been restated to reflect the fair value method of recognizing compensation cost relating to these options.
The fair value of the option awards is estimated on the date of grant using an appraisal of the value of the Company and its membership units. No additional grants have been awarded subsequent to the Acquisition date.
There was approximately $385,000 and $1.2 million of compensation cost related to the 166,667 options recognized in general and administrative expenses in the three months and nine months ended September 30, 2006 respectively in the implementation of FAS 123(R). The estimated fair value of the options at the date of grant was $27.73 per membership unit and was computed using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: risk free interest rate of 3.24%; no expected dividend yields; and expected vesting periods of 36 months. The following table sets forth the assumptions used to determine compensation cost for these options consistent with the requirements of SFAS No. 123(R).
| | | |
Weighted-average assumptions: | | Three and Nine Months Ended
September 30, 2006 | |
Model | | Black-Scholes | |
Number of options | | 166,667 options | |
Membership unit price | | $100 | |
Exercise unit price | | $100 | |
Dividend yield | | N/A | |
Volatility | | 40 | % |
Risk-free rate | | 3.24 | % |
Valuation Date | | June 18, 2004 | |
Expiration Date | | June 18, 2014 | |
Term | | 36 months | |
Up movement | | N/A | |
Down movement | | N/A | |
Risk Neutral Probability | | N/A | |
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Under APB No. 25 there was no compensation cost recognized for these options and thus the financial statements for the three months and nine months ended September 30, 2005 include no such costs. The following table sets forth pro forma information as if compensation cost had been determined consistent with the requirements of SFAS No. 123.
(in thousands, except membership unit data)
| | | | | | | | | | | | | | | | |
| | | Three months ended
September 30, 2005 | | | Nine months ended
September 30, 2005 | |
| | | Class A
Membership
Units | | | Class B
Membership
Units | | | Class A
Membership
Units | | | Class B
Membership
Units | |
Net loss as reported | | $ | — | | | $ | (6,985 | ) | | $ | — | | | $ | (1,515 | ) |
Stock-based compensation cost | | | — | | | | (385 | ) | | | — | | | | (1,155 | ) |
| | | | | | | | | | | | | | | | |
Pro-forma net loss | | $ | — | | | $ | (7,370 | ) | | $ | — | | | $ | (2,670 | ) |
| | | | | | | | | | | | | | | | |
Basic loss per membership unit as reported | | $ | (4.66 | ) | | $ | (4.66 | ) | | $ | (1.01 | ) | | $ | (1.01 | ) |
Stock-Based compensation cost | | | — | | | | (.26 | ) | | | — | | | | (.77 | ) |
| | | | | | | | | | | | | | | | |
Pro-forma basic and diluted Loss per share | | $ | (4.66 | ) | | $ | (4.92 | ) | | $ | (1.01 | ) | | $ | (1.78 | ) |
| | | | | | | | | | | | | | | | |
6. COMMITMENTS AND CONTINGENCIES
Letters of Credit
In September 2006 and 2005, the Company was required to deliver irrevocable standby letters of credit in the amounts of $1,435,000 and $1,437,000, respectively, in connection with self insurance policies issued by its insurance carriers. These letters of credit are secured by certificates of deposit for $1,435,000 and $1,437,000 which are included in restricted cash on the balance sheet as of September 30, 2006 and 2005. The expiration dates of these letters of credit are October 2007 and 2006, respectively, and are automatically extended for one year from their expiration date unless the issuing bank notifies the Company sixty days prior to such expiration dates that the letters of credit will not be renewed. As of September 30, 2006, there are no amounts outstanding on either letter of credit.
Litigation
The Company is not a party to any material litigation, and it is not aware of any action, suit or proceeding against it that has been threatened by any person.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements, the related notes to financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year-end December 31, 2005 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements relating to future events and future performance of the Company within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language. Actual results could differ materially from those anticipated in such forward-looking statements.
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All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any forward-looking statements. The Company cautions investors that its business and financial performance are subject to substantial risks and uncertainties.
Overview
Prior to June 18, 2004, Colony Resorts LVH Acquisitions, LLC (the “Company”) conducted no business other than in connection with the completion of the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation (“LVH”) (the “Acquisition”). LVH is a wholly-owned indirect subsidiary of Harrah’s Entertainment, Inc. as a result of the merger between Harrah’s Entertainment, Inc. and Caesars Entertainment, Inc. Prior to the Acquisition, LVH operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the “Hotel” or “Property”). The Acquisition closed on June 18, 2004. Since June 18, 2004, the Company has owned and operated the Property. The following discussion of the Company’s results of operations compares the three and nine months ended September 30, 2006 to the three and nine months ended September 30, 2005 respectively.
Casino revenue is derived primarily from patrons wagering on slot machines, table games and other gaming activities. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Other gaming includes Race and Sports Book wagering and also Poker. Casino revenue is defined as the win from gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. “Table game volume,” “table game drop” (terms which are used interchangeably), and “slot handle” are casino industry specific terms that are used to identify the amount wagered by patrons for a casino table game or slot machine, respectively. “Table game hold” and “slot hold” represent the percentage of the total amount wagered by patrons that the casino has won. Hold is derived by dividing the amount won by the casino by the amount wagered by patrons. Casino revenue is recognized at the end of each gaming day.
Casino revenues vary from time to time due to general economic conditions, popularity of entertainment offerings, table game hold, slot hold, and occupancy percentages in the hotels. Casino revenues also vary depending upon the amount of gaming activity as well as variations in the odds for different games of chance. The Property also uses technology, such as cashless wagering on slot machines, to increase revenues and/or decrease expenses. Casino revenues, room revenues, food and beverage revenues and other revenues vary due to general economic conditions and competition.
Room revenue is derived from rooms and suites rented to guests. “Average daily rate” is an industry specific term used to define the average amount of revenue per rented room per day. “Occupancy percentage” defines the total percentage of rooms occupied, and is computed by dividing the number of rooms occupied by the total number of rooms available. Room revenue is recognized at the end of the day the room is occupied by a guest.
Food and beverage revenues are derived from food and beverage sales in the food outlets of the Property, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the food and/or beverage are provided to the guest.
Other revenue includes retail sales, entertainment sales, telephone and other miscellaneous income at the casino/hotel. Such revenue is recognized at the time the goods or services are provided to the guest.
Results of Operations
Comparison of three months ended September 30, 2006 with September 30, 2005
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Net revenues:
For the Three Months Ended September 30
(dollars in thousands)
| | | | | | | | | | | |
| | | 2006 | | | 2005 | | | %
CHANGE | |
Casino | | $ | 28,242 | | | $ | 22,614 | | | 25 | % |
Rooms | | | 21,810 | | | | 21,149 | | | 3 | % |
Food and beverage | | | 16,716 | | | | 15,293 | | | 9 | % |
Other | | | 7,207 | | | | 6,763 | | | 7 | % |
| | | | | | | | | | | |
| | | 73,975 | | | | 65,819 | | | 12 | % |
Less promotional allowances | | | (6,571 | ) | | | (6,123 | ) | | 7 | % |
| | | | | | | | | | | |
Total net revenues | | $ | 67,404 | | | $ | 59,696 | | | 13 | % |
| | | | | | | | | | | |
Casino
Casino revenue increased $5.6 million or 25% from $22.6 million for the three months ended September 30, 2005 to $28.2 million for the three months ended September 30, 2006. The increase is primarily due to a 46% increase in table games wagering and an improvement in the slot hold percentage. Of the $5.6 million increase in casino revenue between the quarter ended September 30, 2005 and September 30, 2006, $4.5 million is due to increased table games wagers; and $2.3 million is slot hold percentage related.
The Casino operating margin improved to 27.2% for the quarter ended September 30, 2006 from 19.6% for the quarter ended September 30, 2005. The favorable trend in operating margin is primarily due to stable casino-related expenses on higher revenue.
Rooms
For the quarter ended September 30, 2006, room revenue is $21.8 million compared to $21.1 million for the quarter ended September 30, 2005. The increase of $.7 million or 3% over the prior year quarter ended September 30, 2005 is due to increased occupancy and increased hotel room rates. Hotel occupancy for the third quarter ended September 30, 2006 is 91.7% with a total average daily rate of $91.49. Occupancy for the third quarter ended September 30, 2005 was 90.1% with a total average daily rate of $85.75.
Hotel operating margins are 64.3% for the quarter ended September 30, 2006 and 62.8% for the quarter ended September 30, 2005. The increase in margin is primarily due to stable hotel related expenses on higher hotel revenues.
Food and Beverage
Food and Beverage revenue is $16.7 million for the quarter ended September 30, 2006 compared to $15 million for the quarter ended September 30, 2005. The increase of 9% is primarily due to an increase in prices.
The Food and Beverage margin improved from 18.8% for the quarter ended September 30, 2005 to 24.7% for the quarter ended September 30, 2006 as revenue increases outpaced labor and food cost increases.
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Other
Other revenue includes revenue from entertainment, retail and miscellaneous items of income. Other revenue is $7.2 million for the quarter ended September 30, 2006 compared to $6.8 million for the quarter ended September 30, 2005.
Operating expenses:
For the Three Months Ended September 30
(dollars in thousands)
| | | | | | | | | |
| | | 2006 | | 2005 | | %
CHANGE | |
Casino | | $ | 20,562 | | $ | 18,185 | | 13 | % |
Rooms | | | 7,789 | | | 7,867 | | (1 | )% |
Food and beverage | | | 12,588 | | | 12,418 | | 1 | % |
Other | | | 5,777 | | | 4,613 | | 25 | % |
| | | | | | | | | |
| | | 46,716 | | | 43,083 | | 8 | % |
General and administrative | | | 17,855 | | | 15,521 | | 15 | % |
Depreciation & amortization | | | 3,306 | | | 2,812 | | 18 | % |
| | | | | | | | | |
Total | | $ | 67,877 | | $ | 61,416 | | 11 | % |
| | | | | | | | | |
Operating Expenses
Operating expenses increased $3.6 million to $46.7 million for the quarter ended September 30, 2006 from $43.1 million for the quarter ended September 30, 2005. Increases are due to volume-related expenses including entertainment ($1.2 million) and labor and benefits ($1.2 million), provision for bad debt expense ($.6 million) and supply and other volume related costs ($.6 million). Entertainment expenses primarily include increased artist fees for the headliner Reba McEntire and the Broadway production showMenopause the Musical.
General and Administrative
General and administrative expenses increased $2.3 million to $17.9 million for the quarter ended September 30, 2006 from $15.5 million for the quarter ended September 30, 2005 primarily due to the implementation of SFAS No. 123(R), an increase in additional media advertising costs and an increase in the cost of services provided under the Joint Services Agreement.
Depreciation and amortization
For the quarter ended September 30, 2006, depreciation and amortization is $3.3 million compared to $2.8 million for the same quarter ended September 30, 2005. The increase is due to assets placed in service at the end of 2005 and during the first quarter of 2006 including the renovation of the casino floor and public areas and also additions to short-lived assets (namely slot machines).
Interest Expense
Interest expense for the quarter ended September 30, 2006 is $5.2 million compared to $5.3 million for the quarter ended September 30, 2005.
The average rate of interest on the new Term Loan was 8.26% during the quarter ended September 30, 2006 compared to 10.6% on the Archon Term Loan for the period ended September 30, 2005.
The interest rate on the Archon Term Loan that was refinanced on May 11, 2006 was 6.5% plus the greater of one-month LIBOR or 1.5%.
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The interest rate on the new Term Loan is one-month LIBOR plus 2.9%.
Comparison of nine months ended September 30, 2006 with September 30, 2005 net revenues:
Net revenues:
For the Nine Months Ended September 30
(dollars in thousands)
| | | | | | | | | | | |
| | | 2006 | | | 2005 | | | %
CHANGE | |
Casino | | $ | 81,050 | | | $ | 70,216 | | | 15 | % |
Rooms | | | 78,704 | | | | 75,825 | | | 4 | % |
Food and beverage | | | 55,059 | | | | 50,637 | | | 9 | % |
Other | | | 22,557 | | | | 17,739 | | | 27 | % |
| | | | | | | | | | | |
| | | 237,370 | | | | 214,417 | | | 11 | % |
Less promotional allowances | | | (19,686 | ) | | | (19,877 | ) | | (1 | )% |
| | | | | | | | | | | |
Total net revenues | | $ | 217,684 | | | $ | 194,540 | | | 12 | % |
| | | | | | | | | | | |
Casino
Casino revenue increased $10.8 million or 15% from $70.2 million for the nine months ended September 30, 2005 to $81 million for the nine months ended September 30, 2006. The increase is due to an increase in the volume of overall wagering the increase is primarily due to a 20% increase in table games wagering and an improvement in the slot hold percentage. The increase in the volume of wagering is the result of stepped up promotional activities including a larger number of special marketing events, a broader entertainment line-up and increased relationship marketing efforts and hold percentage.
The Casino operating margin improved from 22% for the nine month period ended September 30, 2005 to 27.7% for the nine month period ended September 30, 2006 primarily due to higher casino revenues with minor increases in casino-related expenses.
Rooms
The hotel’s room revenue increased $2.9 million or 4% from $75.8 million for the nine months ended September 30, 2005 to $78.7 million for the nine months ended September 30, 2006. The increase is primarily due to a higher average daily rate for the nine months ended September 30, 2006. Average daily rate for the nine months ended September 30, 2006 was $107.51 compared to $101.44 for the nine months ended September 30, 2005. Convention room nights continue to comprise the majority of the Company’s room occupancy. Convention room nights were 44% of the Company’s total room nights for the nine months ended September 30, 2006 as compared to 43% of room nights for the nine months ended September 30, 2005.
Hotel operating margins are 69.3% for the nine months ended September 30, 2006 compared to 69.5% for the nine months ended September 30, 2005. The decrease in margin is primarily due to increased labor costs and increased employee-related benefit costs as a percentage of revenue.
Food & Beverage
For the nine months ended September 30, 2006, Food and Beverage revenue increased $4.4 million or 9% from $50.6 million to $55 million when compared to the nine months ended September 30, 2005 as a result of price increases primarily in the banquet and catering segment.
The operating margin for Food and Beverage increased from 21.7% for the nine months ended September 30, 2005 to 26.1% for the nine months ended September 30, 2006. Margins increased primarily due to increased revenues and stable labor costs.
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Other
Other revenues include entertainment ticket sales, retail sales and miscellaneous income. Other revenue is $22.6 million for the nine months ended September 30, 2006 compared to $17.7 million for the nine months ended September 30, 2005. The increase of $4.8 million or 27% is driven by ticket sales of additional entertainment acts including headliners Reba McEntire and the lounge showMenopause, the Musical. Also included in 2006 other revenue is a $600,000 cancellation fee associated with the cancellation of a major contract for the reservation of hotel rooms.
Operating Expenses:
For the Nine Months Ended September 30
(dollars in thousands)
| | | | | | | | | |
| | | 2006 | | 2005 | | %
CHANGE | |
Casino | | $ | 58,586 | | $ | 54,788 | | 7 | % |
Rooms | | | 24,156 | | | 23,147 | | 4 | % |
Food and beverage | | | 40,685 | | | 39,666 | | 3 | % |
Other | | | 16,418 | | | 11,497 | | 43 | % |
| | | | | | | | | |
| | | 139,845 | | | 129,098 | | 8 | % |
General and administrative | | | 52,388 | | | 44,097 | | 19 | % |
Depreciation & amortization | | | 9,536 | | | 7,380 | | 29 | % |
| | | | | | | | | |
Total | | $ | 201,769 | | $ | 180,575 | | 11 | % |
| | | | | | | | | |
Operating Expenses
For the nine months ended September 30, 2006 operating expenses (other than general and administrative and depreciation and amortization) increased by $10.7 million to $139.8 million for the nine months ended September 30, 2006 from $129.1 million for the nine months ended September 30, 2005 due to increased business volume especially in the entertainment segment. Entertainment expenses (primarily artist fees) increased approximately $4.8 million due to the addition of headliners such as Reba McEntire and the addition of a Broadway type production (Menopause, the Musical). Increases in other operating expenses also included $3.9 million for labor and employee-related benefits.
General and Administrative
General and Administrative expenses increased $8.3 million or 19% for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005, primarily due to the implementation of SFAS No. 123(R), an increase in advertising media costs, and an increase in the cost of services provided under the Joint Service Agreement.
Depreciation and Amortization
Depreciation and amortization increased $2.2 million or 29% for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. The increase is due to assets placed in service during the last quarter of 2005 and the first quarter of 2006 including the renovation of the casino floor and public areas and also additions to short lived assets (namely slot machines).
Interest Expense
Interest expense totaled $17.8 million for the nine month period ended September 30, 2006, an increase of $2.3 million over the nine month period ended September 30, 2005. The increase is due to a fee of $1.0 million to pay off the Archon Term Loan, the write off of unamortized costs associated with the prior Archon Term Loan, a reduction in value of the interest rate cap and an increase in the principal sum of the new Term Loan.
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The average rate of interest on the Term Loan was 9.68% during the nine month period ended September 30, 2006 compared to 10.3% on the Term Loan for the nine month period ended September 30, 2005.
The interest rate on the Archon Term Loan was 6.5% plus the greater of one-month LIBOR or 1.5%. The interest rate on the new Term Loan is one-month LIBOR plus 2.9%.
Financial Condition
Liquidity and Capital Resources
Cash flows of the Company for the nine months ended September 30, 2006 compared to the nine months ended September, 2005 consisted of the following:
Cash Flow - Operating Activities
Cash flow provided by operations is $5.0 million for the nine months ended September 30, 2006 compared to $5.4 million provided by operations for the nine months ended September 30, 2005. The Company reduced accounts payable and accrued expenses for the nine months ended September 30, 2006 by $6.1 million. For the nine months ended September 30, 2005 accounts payable and accrued expenses increased by $4.4 million.
Cash Flows – Investing Activities
For the nine months ended September 30, 2006, $24.0 million of cash was used to fund investing activities, the majority of which related to additions to property and equipment. For the nine months ended September 30, 2005, $12.3 million of cash was used for additions to property and equipment. During 2006 and 2005, a majority of the invested funds were used to renovate hotel rooms, add operating equipment, acquire new slot machines and renovate the casino floor and public areas within the hotel.
Cash Flows – Financing Activities
For the nine months ended September 30, 2006, $220.5 million of cash was received from the refinancing of the Archon Term Loan, $3.6 million of the proceeds were debt issuance costs.
As of September 30, 2006, the Company had cash and equivalents of $15.1 million of which $8.1 million was cash in the casino used to fund daily operations. For the remainder of 2006, the Company expects to fund property operations, capital expenditures, and debt service requirements from existing cash balances, operating cash flow and new borrowings under the new Term Loan.
Other Factors Affecting Liquidity
While the Company believes that the cash provided by its cash flows from operations together with cash on hand will be adequate to fund its activities, including the capital expenditures that the Company plans to make, no assurances can be made that such sources will be sufficient to meet such requirements. Covenants under the new Term Loan restrict the Company’s future borrowing capacity. However, subject to certain conditions, the new Term Loan does permit the Company to incur additional debt to fund working capital. If circumstances warrant, the Company may seek to obtain a working capital line of credit.
A downturn in the economy, an increase in wagering taxes, acts of terrorism, war or military actions would impact the Company’s casino operations and negatively impact its cash flows from operations. If this were to occur, the Company would be required to adjust its capital spending plans.
On May 11, 2006, the Company entered into a new Loan Agreement (the “new Term Loan”). The new Term Loan is for an initial principal amount of $209 million and is for an initial term of two (2) years with three one-year extensions. The new Term Loan is subject to a $5.8 million holdback amount for deferred maintenance projects and is subject to future funding to a maximum of $250 million. Interest on the new Term Loan accrues at a rate of one month LIBOR plus 2.9%. The new Term Loan provides for no amortization during the term. The new Term Loan is secured by a first priority deed of trust on the Property.
Pursuant to the terms of the new Term Loan, the Company purchased an interest rate cap with LIBOR strike rate of 5.75% for the first two years of the new Term Loan and an interest rate cap with LIBOR strike rate of 6.25% for any extension periods.
Proceeds of the new Term Loan were used to extinguish the June 18, 2004 Archon Term Loan.
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Contractual Obligation and Other Commitments
The following table summarizes the Company’s contractual obligations and commitments (amount in thousands):
| | | | | | | | | | | | | | | |
| | | Payments Due by Period |
| | | Less than
1 Year | | 1-3 Years | | 3-5
Years | | More than 5
Years | | Total |
| | | (In thousands) |
Long-Term Debt Obligations | | | | | | | | | | | | | | | |
Term Loan (a) | | $ | — | | $ | 220,496 | | $ | — | | $ | — | | $ | 220,496 |
Variable interest payments (b) | | | 18,147 | | | 11,342 | | | — | | | — | | | 29,489 |
Contractual Obligations | | | | | | | | | | | | | | | |
Employment agreements | | | 2,683 | | | 2,974 | | | — | | | — | | | 5,657 |
Licensing agreement (c) | | | 2,000 | | | 2,500 | | | — | | | — | | | 4,500 |
Entertainment contracts | | | 14,635 | | | 17,960 | | | — | | | — | | | 32,595 |
| | | | | | | | | | | | | | | |
| | $ | 37,465 | | $ | 255,272 | | $ | — | | $ | — | | $ | 292,737 |
| | | | | | | | | | | | | | | |
| (a) | A new Term Loan was entered into May 11, 2006. The new Term Loan is for an initial principal amount of $209 million and is for an initial term of two years with three one-year extensions. The Loan accrues interest at a rate of LIBOR (which was 5.33% at September 30, 2006) plus 2.9%. The Loan is secured by a first priority deed of trust on the property and has no amortization. |
| (b) | Based on September 30, 2006 LIBOR rates of 5.33% plus 2.9%. |
| (c) | The Company licenses from Hilton the right to use the mark “Hilton” and is part of Hilton’s reservation system and Hilton’s “HHonors Program™”. The license expires on December 31, 2008 and during the term of the license, the Company is required to pay Hilton an annual fee of $2 million plus 1% of the Hotel’s gross room revenue. |
Off-Balance Sheet Arrangements
The Company is not currently subject to any off-balance sheet arrangements which it believes will have a material adverse impact on its financial condition.
Debt Instruments
The following table provides information about the Company’s long-term debt at September 30, 2006 (amounts in thousands):
| | | | | | | | | | | |
| | | Maturity
Date | | Face
amount | | Carrying
value | | Estimated
fair value |
New Term Loan | | June 2008 | | $ | 220,496 | | $ | 220,496 | | $ | 220,496 |
| | | | | | | | | | | |
The new Term Loan is for an initial principal amount of $209 million and interest accrues at a rate of one-month LIBOR (5.33% at September 30, 2006) plus 2.9%. The Company drew an additional $11.3 million against the new Term Loan prior to September 30, 2006. The initial term is two years with three one-year extension options. The new Term Loan contains certain restrictions that, among other things, limit the ability of the Company to incur additional indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell assets of the Company without prior approval of the lenders or noteholders.
Litigation Contingencies and Available Resources
In the normal course of business, the Company is subject to various litigation, claims and assessments. The Company is not currently a party to any material litigation and it is not aware of any material action, suit or proceedings against it that has been threatened by any person.
Critical Accounting Policies
Significant Accounting Policies and Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States. Certain of its accounting policies, including the determination of slot club promotion liability, the estimated useful lives assigned to its assets, asset impairment, insurance reserves, and purchase price allocations made in connection with its acquisitions require that it apply significant judgment in defining the appropriate assumptions for calculating financial
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estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company’s judgments are based on its historical experience, terms of existing contracts, observance of trends in the gaming industry and information available from other outside sources. There can be no assurance that actual results will not differ from the Company’s estimates. To provide an understanding of the methodology the Company applies, its significant accounting policies and basis of presentation are discussed below, as well as where appropriate in this discussion and analysis and in the notes to the Company’s financial statements.
Patron Club Promotions
The Company’s Slot Club allows customers to redeem points earned from their gaming activity for cash and complimentary food, beverage, rooms, entertainment and merchandise. At the time redeemed, the retail value of complimentaries are recorded as revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed is recorded in casino costs and expenses. The Company also records a liability for the estimated cost of the outstanding points that it believes will ultimately be redeemed.
Derivative Instruments and Hedging Activities
The Company’s new Term Loan requires it to enter into interest rate caps in order to manage interest rate risks associated with this borrowing. The Company has adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (as amended by SFAS No. 138 and 149) to account for its interest rate cap arrangement. The Company has not designated its interest rate cap as a hedge; therefore, changes in the market value of the interest rate cap are recognized as gains and losses in the period of the change.
Allowance for Doubtful Accounts Reserves
The Company’s receivables balances relate primarily to its hotel and casino operations. The Company reserves an estimated amount for receivables that may not be collected. The Company estimates the allowance for doubtful accounts by applying standard reserve percentages to aged account balances under a specific dollar amount and specifically analyzing the collectibility of each account with a balance over the specified dollar amount, based on the age of the account, the customer’s financial condition, collection history and any other known information. The Company maintains strict controls over the issuance of markers and aggressively pursues collection from those customers who fail to pay after issuance of the marker.
Property and Equipment
Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the terms of the capitalized lease, while costs of normal repairs and maintenance are charged to expense as incurred.
The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair market value less costs of disposal. Fair market value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For assets to be held and used, the Company reviews fixed assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. 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 impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.
Recent Accounting Pronouncements
On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), which is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and amends SFAS No. 95, “Statement of Cash Flows”. Among other items, SFAS No. 123(R) requires the recognition of compensation expense in an amount equal to the fair value of share-based payments, including employee stock options and restricted stock, granted to employees.
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The Company adopted SFAS No, 123(R) on January 1, 2006 using the “modified prospective” method, in which compensation cost is recognized beginning with the effective date (a) based on the requirement of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date. The impact of adopting SFAS No, 123(R) is discussed in Footnote 5 “2004 Incentive Plan”.
SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow. This requirement does not affect the Company since the entity is a limited liability company and the provision or benefit of federal income taxes is included in the income tax return of the members.
In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3”, which changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle, as well as to changes required by an accounting pronouncement if the pronouncement does not include specific transition provisions. This statement requires retrospective application to prior periods’ financial statements of changes in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption on January 1, 2006 of SFAS No. 154 did not have a material effect on the Company’s financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 will be effective for the Company on January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157 on its financial position, cash flows, and results of operations.
In September 2006, the Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 provides interpretive guidance on the SEC’s views on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provisions of SAB 108 will be effective for the Company for the fiscal year ended December 31, 2006. The Company is currently evaluating the impact of applying SAB 108 but does not believe that the application of SAB 108 will have a material effect on its financial position, cash flows, and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discusses the Company’s exposure to market risk related to changes in interest rates, equity prices and foreign currency exchange rates. The Company does not believe that its exposure to market risk is material.
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Company’s primary exposure to market risk is interest rate risk associated with its long-term debt. The Company attempts to manage its interest rate risk by the use of an interest rate cap on its new Term Loan. The ability to enter into an interest rate cap allows the Company to manage its interest rate risk associated with its variable rate debt.
The Company does not hold or issue financial instruments for trading purposes and does not enter into derivative transactions that would be considered speculative positions. The Company’s derivative financial instruments consist exclusively of the interest rate cap which does not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.
As of September 30, 2006 the new Term Loan has a floating interest rate based on LIBOR plus 2.9%. The initial term of the new Term Loan is two years with three one-year extension options. The new Term Loan is subject to interest rate risk and the interest payments associated with the new Term Loan will increase if LIBOR increases.
Pursuant to the terms of the new Term Loan, the Company purchased an interest rate cap with a LIBOR strike rate of 5.75% for the first two years of the new Term Loan and an interest rate cap with a LIBOR strike rate of 6.25% for any extension periods; therefore, a hypothetical increase in LIBOR of 100 basis points from the rates in effect on the date of this Form 10-Q would not cause the interest payments on the new Term Loan to increase significantly. The LIBOR strike rate of the interest rate cap on the date of this Form 10-Q provides protection for the Company against significant increases in LIBOR. Interest paid in excess of the LIBOR strike rate would be refunded to the Company to offset interest paid.
The Company has not had any material changes in its exposure to market risk since December 31, 2005.
The Company does not have any significant foreign currency exchange rate risk or commodity price risk and it does not currently trade any market sensitive instruments.
ITEM 4. CONTROLS AND PROCEDURES
As required by in Rules 13a-15d of the Securities Exchange Act of 1934, as amended, the Company’s management, including our Executive Vice President of Finance and our Chief Executive Officer and General Manager, performed an evaluation of the effectiveness of the design and operation of Company’s disclosure controls and procedures to determine whether any changes occurred during the third quarter of 2006 that have materially affected, or are reasonably likely to materially affect our internal control of financial reporting. Based upon that evaluation there have been no such changes during the third quarter 2006.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
| | |
EXHIBIT
NUMBER | | Description of Exhibits |
| 2.1 | | Purchase and Sale Agreement, dated as of December 24, 2003, by and among Colony Resorts LVH Acquisitions, LLC, LVH Corporation and Caesars Entertainment Corporation* |
| |
| 3.1 | | Articles of Organization, dated as of December 18, 2003, for Colony Resorts LVH Acquisitions, LLC* |
| |
| 3.2 | | Operating Agreement, dated as of December 22, 2003, for Colony Resorts LVH Acquisitions, LLC* |
| |
| 3.3 | | Amended and Restated Operating Agreement, dated June 18, 2004, for Colony Resorts LVH Acquisitions, LLC+ |
| |
| 3.4 | | Amendment No. 1 to the Amended and Restated Operating Agreement, dated July 23, 2004, for Colony Resorts LVH Acquisitions, LLC**** |
| |
| 3.5 | | Amendment to Articles of Organization, dated June 25, 2004, for Colony Resorts LVH Acquisitions, LLC***** |
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| 10.1 | | Deposit Escrow Agreement, dated as of December 24, 2003, by and among LVH Corporation, Colony Resorts LVH Acquisitions, LLC and Nevada Title Company* |
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| 10.2 | | Coinvestment Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Mr. Ribis, Co-Investment Partners and Coinvestment Voteco+ |
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| 10.3 | | Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Holdings and Voteco+ |
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| 10.4 | | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto* |
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| 10.5 | | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser* |
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| 10.6 | | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino* |
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| 10.7 | | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto* |
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| 10.8 | | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser* |
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| 10.9 | | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino* |
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| 10.10 | | Employment Agreement, dated as of May 17, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Gonzalo De Varona.*** |
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| 10.11 | | Employment Agreement, dated as of April 12, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Stewart.*** |
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| 10.12 | | Vice Chairman Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Nicholas L. Ribis.**** |
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| 10.13 | | Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan**** |
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| 10.14 | | (Intentionally omitted) |
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| 10.15 | | Sale Right Agreement, dated June 18, 2004, by and among Colony Resorts LVH Acquisitions, LLC, Colony Resorts LVH Holdings, LLC, Colony Resorts LVH Coinvestment Voteco, LLC, Colony Resorts LVH Voteco, LLC and Colony Resorts LVH Co-Investment Partners, L.P.**** |
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| 10.16 | | Services Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel and Casino, Inc.**** |
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| 10.17 | | Amended and Restated Joint Marketing Agreement, dated April 26, 2005, by and among Colony Resorts LVH Acquisitions, LLC, Resorts International Hotel, Inc. and Resorts International Holdings, LLC+++ |
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| 10.18 | | Amended and Restated Joint Services Agreement, dated April 26, 2005, by and among Colony Resorts LVH Acquisitions, LLC, Resorts International Hotel, Inc. and Resorts International Holdings, LLC+++ |
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| 10.19 | | Employment Agreement, dated as of May 11, 2003, between LVH Corporation and Thomas Page.**** |
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| 10.20 | | Addendum to Employment Agreement, dated as of June 22, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Thomas Page.**** |
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| 10.21 | | Addendum to Employment Agreement, dated as of April 28, 2006, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser +++++ |
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| 10.22 | | Addendum to Employment Agreement, dated as of April 28, 2006, by and between Colony Resorts LVH Acquisitions, LLC and Ken Ciancimino +++++ |
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| 10.23 | | Loan Agreement dated as of May 11, 2006, between Colony Resorts LVH Acquisitions, LLC and Goldman Sachs Commercial Mortgage Capital, L.P. ++++ |
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| 10.24 | | First Amendment to the Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan |
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| 14.1 | | Code of Ethics++ |
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| 31.1 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1 | | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 32.2 | | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
METHOD OF FILING
| | |
| * | | Incorporated by reference to the Registrant’s Form 10, filed March 15, 2004 (File Number 0-50635). |
| ** | | Incorporated by reference to the Registrant’s Amendment No. 1 to Form 10, filed April 26, 2004 (File Number 0-50635). |
| *** | | Incorporated by reference to the Registrant’s Post-Effective Amendment No. 1 to Form 10, filed June 17, 2004 (File Number 0-50635). |
| + | | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number 0-50635). |
| **** | | Incorporated by reference to Registrant’s Post-Effective Amendment No. 2 to Form 10 filed August 13, 2004 (File Number 0-50635). |
| ***** | | Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed August 23, 2004 (File Number 0-50635). |
| ++ | | Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 31, 2005 (File Number 0-50635) |
| +++ | | Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed May 16, 2005 (File Number 0-50635). |
| ++++ | | Incorporated by reference to Registrant’s Current Report on Form 8-K, filed May 19, 2006 |
| +++++ | | Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed August 14, 2006 (File Number 0-50635). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COLONY RESORTS LVH ACQUISITIONS, LLC
| | | | |
| Date: November14, 2006 | | By: | | /s/ Rodolfo Prieto |
| | | | Rodolfo Prieto |
| | | | Chief Executive Officer and General Manager |
| | |
| Date: November14, 2006 | | By: | | /s/ Robert Schaffhauser |
| | | | Robert Schaffhauser |
| | | | Executive Vice President of Finance |
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