Company Structure and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | |
Company Structure and Significant Accounting Policies | Company Structure and Significant Accounting Policies |
Basis of Presentation and Nature of Business |
BREF HR, LLC (the “Company”) is a Delaware limited liability company that was formed on February 11, 2011. The affairs of the Company are governed by a Limited Liability Company Agreement dated as of March 1, 2011 (the “LLC Agreement”). |
Unless otherwise specified, the terms the “Company,” “we,” “us” or “our” refer to BREF HR, LLC and its consolidated subsidiaries, or any one or more of them, as the context may require. |
The Company was formed by certain affiliates of Brookfield Financial, LLC (“Brookfield Financial”) to acquire the limited liability company interests of HRHH JV Junior Mezz, LLC (“HRHH JV Junior Mezz”) and HRHH Gaming Junior Mezz, LLC (“HRHH Gaming Junior Mezz”), which indirectly own the Hard Rock Hotel & Casino Las Vegas and certain related assets. These assets were acquired pursuant to the assignment from Hard Rock Hotel Holdings, LLC (“HRH Holdings”) in connection with the default by HRH Holdings and its subsidiaries on the real estate financing facility (the “Facility”), and the resulting settlement agreement, as described below. Brookfield Financial is managed by Brookfield Real Estate Financial Partners LLC (together with its affiliates, “Brookfield”). The transactions contemplated by such agreement are referred to as the “Assignment”, as described more fully herein. |
Hard Rock Hotel Holdings, LLC (“HRH Holdings”), a Delaware limited liability company was formed on January 16, 2007 by DLJ Merchant Banking Partners (“DLJMB”) and Morgans Hotel Group Co. (“Morgans”) to acquire Hard Rock Hotel, Inc. (“HRH”), a Nevada corporation incorporated on August 30, 1993, and certain related assets. |
Since March 1, 2011, the Hard Rock Hotel & Casino Las Vegas and related assets have been owned by the Company pursuant to the Assignment described below from HRH Holdings. The financial information of HRH Holdings for the two-month period ended February 28, 2011 has been included in the financial statements in this Form 10-K. Because of the change in basis of accounting as a result of the Assignment, the results of operations are not comparable for successor and predecessor periods. |
The preparation of the consolidated financial statements are in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates, and those differences could be material. |
The Company's Going Concern |
The Company incurred a loss of $105.5 million for the year ended December 31, 2013, and has a net members' deficit of $200.6 million as of December 31, 2013. The Amended Facility allows the Company to accrue 'payable in kind' interest ("PIK interest"), representing the difference between interest accruing under the Amended Facility and the amounts paid. The outstanding PIK interest as of December 31, 2013 and 2012, was $39.8 million and $18.5 million, respectively. The PIK interest outstanding as of March 1, 2014 in the amount of $44.3 million became due and payable on March 3, 2014, as the operating performance of the Company did not meet a specified debt yield threshold for the twelve month period ending March 1, 2014. However, the lender entered into a Forbearance Agreement effective as of March 1, 2014, pursuant to which it agreed not to exercise any rights or remedies with respect to the PIK interest until June 2, 2014. Currently, the Company does not have sufficient funds to satisfy a demand for the PIK interest payment on June 2, 2014. The Company is currently assessing its options to satisfy the PIK interest payment obligation, including, but not limited to, negotiating a waiver of this requirement from the lender, selling off a portion of existing collateral or attempting to obtain borrowings from other sources. The Company's ability to continue as a going concern is dependent upon its ability to restructure its indebtedness, obtain alternative financing on acceptable terms, obtain approval from the lender to use available cash reserves to satisfy a portion of this potential obligation, or a combination thereof. However, there is no certainty on the outcome. We have placed mortgages on our hotel casino property to secure our indebtedness. In the event the PIK interest is not paid on June 2, 2014, among other lesser remedies, the lender may declare all unpaid principal and accrued interest under the Amended Facility due and payable immediately. If the PIK payment is not made on June 2, 2014 we risk losing some or all of our property to foreclosure. If this occurs, our business and results of operations would be materially adversely affected. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. |
The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties, including the possibility that the Company loses some or substantially all of its assets to foreclosure as a result of these uncertainties. |
HRH Holdings’ Going Concern Uncertainty |
HRH Holdings’ consolidated financial statements were prepared assuming that HRH Holdings would continue as a going concern, which contemplated the realization of assets and the liquidation of liabilities in the normal course of business. HRH Holdings incurred significant losses and did not generate sufficient cash to fully cover the interest payments on the Facility and used funds from the reserves to meet its liquidity needs. The Facility matured on February 9, 2011 and HRH Holdings did not qualify for the extension option, resulting in a default. As of February 28, 2011, HRH Holdings had a total deficit of approximately $182.2 million. HRH Holdings’ history of recurring losses, negative working capital and limited access to capital, raised substantial doubt regarding HRH Holdings’ ability to continue as a going concern. Management of HRH Holdings reviewed its options and discussed with the lenders possibly restructuring the debt. However, on March 1, 2011, HRH Holdings, the lenders, as well as other interested parties, entered into the Assignment, which among other things, transferred 100% of the indirect equity interest in the Hard Rock Hotel & Casino, as described above. The consolidated financial statements of HRH Holdings do not include any adjustments that might result from the outcome of this uncertainty. |
The Assignment |
On March 1, 2011, HRH Holdings, Vegas HR Private Limited (the “Mortgage Lender”), Brookfield Financial, NRFC WA Holdings, LLC, Morgans and certain affiliates of DLJMBP, as well as other interested parties entered into the Agreement to Transfer in Lieu of Foreclosure and Settlement Agreement (the “Settlement Agreement”) pursuant to which the membership interests of HRHH JV Junior Mezz and HRHH Gaming Junior Mezz were transferred and assigned to the Company. The transactions contemplated by the Settlement Agreement are referred to as the “Assignment.” |
The Assignment provided for, among other things: |
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• | the transfer by HRH Holdings to an affiliate of Brookfield Financial of 100% of the indirect equity interests in the Hard Rock Hotel & Casino Las Vegas and other related assets, namely HHRH JV Junior Mezz and HRHH Gaming Junior Mezz; | | | | | | | | | | | | | | |
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• | release of the non-recourse carve-out guaranties provided by HRH Holdings with respect to the loans made by the Mortgage Lender, Brookfield Financial and NRFC WA Holdings, LLC to the direct and indirect owners of the Hard Rock Hotel & Casino Las Vegas; and | | | | | | | | | | | | | | |
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• | termination of the Morgans management agreement dated as of February 2, 2007 and May 30, 2008, (the “Morgans Management Agreement”) with Morgans Hotel Group Management LLC (“Morgans Management”), pursuant to which we have engaged Morgans Management as (i) the exclusive operator and manager of the Hard Rock (excluding the operation of the gaming facilities which are operated by our subsidiary, HRHH Gaming, LLC) and (ii) the asset manager of the approximately 23-acre parcel adjacent to the Hard Rock and the land on which the Hard Rock Cafe restaurant is situated (which is subject to a lease between our subsidiary, HRHH Cafe, LLC, as landlord, and Hard Rock Cafe International (USA), Inc., as tenant). | | | | | | | | | | | | | | |
In addition, Brookfield Financial, as a condition of the Assignment, entered into the Second Mortgage on March 1, 2011 with the Company in the amount of $30.0 million pursuant to which certain land, building and improvements, equipment, fixtures and personal properties were pledged as security and collateral. |
In connection with agreements entered into in relation to the Assignment, the Company and specified affiliates are contingently liable to distribute certain excess cash flows to specified former lenders and owners of HRH Holdings. These amounts are payable pursuant to the terms of these agreements only in the event that the existing lenders under the Amended Facility and the Second Mortgage agreements are paid specified values in full. After considering the forecasted future performance of the Hard Rock Hotel & Casino Las Vegas and the cash distribution structure specified in the Amended Facility and the Second Mortgage, the Company has determined that the probability that any amounts will be distributed is remote and therefore no value has been attributed to these commitments. |
The Assignment was accounted for as a business combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. All assets and liabilities were recorded at their respective fair values as of the date of foreclosure. |
The following table summarizes the net contributions and the fair value of the assets and liabilities acquired at the date of the Assignment (in thousands): |
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Assets | | | | | | | | | | | | | |
Other assets | $ | 71,825 | | | | | | | | | | | | | |
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Land, buildings and equipment | 523,931 | | | | | | | | | | | | | |
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Intangible assets | 111,773 | | | | | | | | | | | | | |
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Total assets | $ | 707,529 | | | | | | | | | | | | | |
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Liabilities & Members' Equity | | | | | | | | | | | | | |
Current liabilities | $ | 39,701 | | | | | | | | | | | | | |
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Long term debt | 582,782 | | | | | | | | | | | | | |
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Total liabilities | 622,483 | | | | | | | | | | | | | |
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Member' equity | 85,046 | | | | | | | | | | | | | |
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Total liabilities & members' equity | $ | 707,529 | | | | | | | | | | | | | |
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Unaudited Pro Forma Financial Data |
The following unaudited pro forma statement of operations for the year ended December 31, 2011, give effect to the Assignment as if it occurred on January 1, 2011. The unaudited pro forma statement of operations for the year ended December 31, 2011 includes the actual results of operations for the Company for the period from March 1, 2011 through December 31, 2011 and the pro forma results of operations for HRH Holdings for the period from January 1, 2011 to February 28, 2011 adjusted as described below. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have been reported had such transactions actually occurred on the date specified, nor are they indicative of the Company’s future results of operations or financial condition. |
Unaudited Pro Forma Statement of Operations For the Year Ended December 31, 2011 |
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($ in thousands) | | | | | | | | | | | | | |
Total revenues | $ | 193,910 | | | | | | | | | | | | | |
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Income before income taxes | (80,566 | ) | | | | | | | | | | | | |
Net income | (80,566 | ) | | | | | | | | | | | | |
Principles of Consolidation |
The accompanying consolidated financial statements of the Company and HRH Holdings include the accounts of the Company and HRH Holdings and their subsidiaries, including interests consolidated as variable interest entities. |
Consolidation of Variable Interest Entity |
Prior to June 15, 2012, when LVHR became a wholly-owned consolidated subsidiary of the Company, LVHR was consolidated as a variable interest entity as the Company was deemed the primary beneficiary of LVHR as the Company had both (1) the power to direct the activities significantly impacting LVHR's economic performance and (2) the obligation to absorb LVHR's losses. Prior to June 15, 2012, the Company did not own any interest in LVHR or its affiliated entities, WG-Harmon and Warner Gaming, LLC, and LVHR was the third party operator of all gaming operations at the Hard Rock Hotel & Casino Las Vegas. |
Cash and Cash Equivalents |
Cash and cash equivalents consist of cash on hand and in banks and interest-bearing deposits with maturities at the date of purchase of three months or less. Cash equivalents are carried at cost which approximates fair value. |
Deferred Income |
Deferred income consists of sponsorship payments received from various vendors and suppliers. These sponsorship payments are amortized using the straight-line method over the life of the agreements. As of December 31, 2013 and 2012, the Company had $2.0 million and $4.1 million in deferred income, respectively. |
Restricted Cash |
We are obligated to maintain certain cash reserve funds for a variety of purposes as determined pursuant to the Amended Facility, including a requirement to deposit funds into a replacements and refurbishments reserve fund at amounts equal to three percent of the Hard Rock Hotel & Casino Las Vegas' gross revenues. Restricted cash consists of the following: |
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($ in thousands) | December 31, 2013 | | 31-Dec-12 | | | | | | | | |
Current | | | | | | | | | | | |
Tax reserves | $ | 2,602 | | | $ | 2,072 | | | | | | | | | |
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Insurance reserves | 1,329 | | | 1,327 | | | | | | | | | |
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Other reserves | 363 | | | 363 | | | | | | | | | |
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Workers' compensation reserves | 775 | | | 233 | | | | | | | | | |
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Total current restricted cash | 5,069 | | | 3,995 | | | | | | | | | |
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Long-term | | | | | | | | | | | |
Working capital reserves | 14,399 | | | 16,148 | | | | | | | | | |
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Available restricted cash reserves for future capital expenditures | 4,955 | | | 1,633 | | | | | | | | | |
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Total long-term restricted cash | 19,354 | | | 17,781 | | | | | | | | | |
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Total restricted cash | $ | 24,423 | | | $ | 21,776 | | | | | | | | | |
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Concentrations of Credit Risk |
Financial instruments that potentially subject the Company and HRH Holdings to concentrations of credit risk consist principally of casino accounts receivable. The Company and HRH Holdings issues credit in the form of “markers” to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events could affect the collectability of such receivables. |
Substantially all accounts receivable are unsecured and are due primarily from casino and hotel patrons and convention functions. Non-performance by these parties would result in losses up to the recorded amount of the related receivables. Management does not anticipate significant non-performance and believes that they have adequately provided for uncollectible receivables. |
Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the receivables to their carrying amount, which approximates fair value. Such allowances are estimated based on specific review of customer accounts as well as management's experience with collection trends in the casino industry and current economic and business conditions. |
Inventories |
Inventories are stated at the lower of cost (determined using the first-in, first-out method), or market. |
Property and Equipment, Net |
Land improvements, buildings and improvements, equipment, furniture and fixtures, and memorabilia were recorded at fair value as of March 1, 2011. Subsequent additions are recorded at cost. The Company and HRH Holdings capitalize interest on funds disbursed during construction. There was no significant amount of interest capitalized for any of the periods presented. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. Estimated useful lives are as follows: |
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Buildings and Building improvements | 15-40 years | | | | | | | | | | | | | | |
Equipment, furniture and fixtures | 3-10 years | | | | | | | | | | | | | | |
Gains or losses arising from dispositions are included in costs and expenses in the accompanying statements of operations. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Substantially all property and equipment is pledged as collateral for long-term debt at December 31, 2013 and 2012. For assets to be disposed of the Company recognizes the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. We treat memorabilia as an indefinite-lived asset and therefore it is non-amortizing. |
For the two-month period ended February 28, 2011, land improvements, buildings and improvements, equipment, furniture and fixtures, and memorabilia relating to HRH Holdings were recorded at historical cost. Depreciation and amortization were computed using the straight-line method over the estimated useful lives. Estimated useful lives were as follows: |
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Land improvements | 12-15 years | | | | | | | | | | | | | | |
Building improvements | 15 years | | | | | | | | | | | | | | |
Buildings | 39-45 years | | | | | | | | | | | | | | |
Equipment, furniture and fixtures | 3-10 years | | | | | | | | | | | | | | |
Memorabilia | 40 years | | | | | | | | | | | | | | |
Indefinite-lived Intangibles |
The Company performs an annual impairment test for indefinite-lived intangible assets at December 31 of each year, or more frequently if impairment indicators exist. The impairment test consists of comparing the fair value of the asset with its carrying amount, and, if the carrying amount exceeds its fair value, an impairment loss would be recognized for the carrying amount in excess of its implied fair value. |
The Hard Rock trade name and future trademark licensing are tested for impairment using the discounted net revenue stream based on the estimated future results of the Company. |
During 2012, the Company recognized a non-cash impairment charge of $15.0 million relating to the Hard Rock trademark. See further discussion at Note 5, Intangible Assets. No impairments were recorded for the year ended December 31, 2013, for the ten-month period ended December 31, 2011 or for the two-month period ended February 28, 2011, related to these assets. |
Finite-lived Intangible Assets |
Intangible assets that have a definite life, such as trade names, in-place contracts and certain non-compete agreements, are amortized on a straight-line basis over their estimated useful lives or related contract. The Company and HRH Holdings each review the carrying value of its intangible assets that have a definite life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. HRH Holdings and the Company then compare 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 an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. |
Inherent in reviewing the carrying amounts of the above assets is the use of various estimates. First, the Company and HRH Holdings must determine the usage of the asset. Impairment of an asset is more likely to be recognized where and to the extent management of the Company or HRH Holdings decides that such asset may be disposed of or sold. Assets must be tested at the lowest level for which identifiable cash flows exist. This testing means that some assets must be grouped and management of the Company and HRH Holdings exercises some judgement in grouping those assets. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from estimates. If ongoing estimates of future cash flows are not met, the Company or HRH Holdings may have to record additional impairment charges in future accounting periods. Estimates of cash flows for the Company and HRH Holdings are based on the current regulatory, social and economic climates where operations are or were conducted as well as recent operating information and budgets for the Company’ and HRH Holdings’ business. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to the Hard Rock Hotel & Casino Las Vegas. |
During 2012, the Company recognized a non-cash impairment charge of $6.2 million relating to the Isleta license agreement. See further discussion at Note 5, Intangible Assets. No impairments were recorded for the year ended December 31, 2013, for the ten-month period ended December 31, 2011 or for the two-month period ended February 28, 2011, related to these assets. |
Impairment of Long-Lived Assets |
The carrying value of property and equipment to be held and used are evaluated for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable based on the estimated future undiscounted cash flows of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows are less than the assets carrying value, the impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. Assets to be disposed of are recorded at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. |
No impairments were recorded for the years ended December 31, 2013 and 2012, the ten-month period ended December 31, 2011 or for the two-month period ended February 28, 2011. |
Advertising Expenses |
The costs of all advertising campaigns and promotions are expensed as incurred. Total advertising expense (exclusive of amounts related to pre-opening) for the years ended December 31, 2013 and 2012 and for the ten-month period ended December 31, 2011 was $6.5 million, $6.5 million and $3.3 million, respectively, for the Company. Total advertising expense (exclusive of amounts related to pre-opening) for the two-month period ended February 28, 2011 was $0.3 million for HRH Holdings. |
Income Taxes |
The Company is treated as a limited liability company and its default classification for tax purposes is that of a disregarded entity not subject to federal income taxes. Accordingly, the Company makes no provision for federal income taxes in its financial statements. The Company’s federal taxable income or loss, which is different than financial statement income or loss, is reportable by the member. The Company’s members are responsible for reporting their allocable share of the Company’s income, gains, deductions, losses and credits on their individual income tax returns. The Company may however, be subject to certain state and local taxes. |
HRH Holdings is a limited liability company and, as such, does not pay taxes on an entity level but passes its earnings and losses through to its members. HRH Holdings does, however, own all of the stock of a Sub-Chapter C corporation, which is a tax paying entity. Income taxes of HRH Holdings’ subsidiaries are computed using the subsidiaries effective tax rate. HRH Holdings’ members are responsible for reporting their allocable share of HRH Holdings’ income, gains, deductions, losses and credits on their individual income tax returns. |
HRH Holdings recorded $0.1 million of income tax expense for the two-month period ended February 28, 2011. |
Revenues |
Casino revenues are derived from patrons wagering on table games, slot machines, poker, sporting events and races. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Casino revenue is defined as the win from gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. Casino revenue is recognized at the end of each gaming day. |
Lodging revenues are derived from rooms and suites rented to guests and include related revenues for incidental services. Room revenue is recognized at the time the room or service is provided to the guest. |
Food and beverage revenues are derived from food and beverage sales in the food outlets, including restaurants, room service, banquets and nightclub. Food and beverage revenue is recognized at the time the food and/or beverage is provided to the guest. |
Retail and other revenues include retail sales, entertainment revenue, spa fees, commissions, estimated income for gaming chips and tokens not expected to be redeemed, fees for licensing the “Hard Rock” brand and other miscellaneous income. Retail and other revenues are recognized at the point in time the retail sale occurs, when entertainment and spa services are provided to the guest, when we determine that gaming chips or tokens are not expected to be redeemed or when licensing fees become due and payable. |
Complimentaries |
Revenues include the retail value of rooms, food and beverage, and other complimentaries provided to casino customers without charge, which are then subtracted to arrive at net revenues. The allocated costs of providing such complimentaries have been classified as casino operating expenses as follows: |
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| Company | | HRH Holdings |
| Year Ended | | Year Ended | | March 1, 2011 to | | Jan 1, 2011 to |
($ in thousands) | December 31, 2013 | | 31-Dec-12 | | 31-Dec-11 | | 28-Feb-11 |
Food and beverage | $ | 5,102 | | | $ | 7,289 | | | $ | 5,440 | | | $ | 1,220 | |
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Lodging | 3,216 | | | 2,907 | | | 1,860 | | | 398 | |
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Other | 1,045 | | | 1,293 | | | 890 | | | 147 | |
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Total costs allocated to | | | | | | | |
casino operating costs | $ | 9,363 | | | $ | 11,489 | | | $ | 8,190 | | | $ | 1,765 | |
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Revenues are recognized net of certain sales incentives, including points redeemed for cash through customer loyalty programs, such as the player's club loyalty program, amounts of reimbursed airfare and marker discounts, and cash incentives earned in the Company's “Backstage Pass” slot club. |
Reimbursed customer airfare and marker discounts were $1.3 million, $2.0 million and $1.3 million for the years ended December 31, 2013 and 2012 and for the ten-month period ended December 31, 2011, respectively. Reimbursed customer airfare and marker discounts were $285,000 for the two-month period ended February 28, 2011, respectively. |
Derivative Instruments and Hedging Activities |
All derivative instruments are recorded at fair value. The accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative instruments and the resulting designation. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. |
For derivative instruments designated as cash flow hedges, the effective portion of changes in the fair value of the derivative instrument is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative instrument is recognized directly in earnings. The effectiveness of each hedging relationship is assessed under the hypothetical derivative method, whereby the cumulative change in fair value of the actual derivative instrument is compared to the cumulative change in fair value of a hypothetical derivative instrument having terms that exactly match the critical terms of the hedged transaction. For derivative instruments that do not qualify for hedge accounting or when hedge accounting is discontinued, the changes in fair value of the derivative instrument are recognized directly in earnings. |
The objective in using derivative instruments is to add stability to our interest expense and to manage exposure to interest rate movements or other identified risks. Interest rate caps are used as part of a cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate payments in exchange for variable-rate amounts over the life of the debt agreements without exchange of the underlying principal amount. |
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The Company |
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Effective March 27, 2013, the Company entered into two cash flow hedges for a total notional amount $883.4 million at a LIBOR cap rate of 2.5%. At December 31, 2013, the LIBOR rate was 0.16825% on the total outstanding debt. |
HRH Holdings |
On February 9, 2010, HRH Holdings purchased five interest rate cap agreements with an aggregate notional amount of $1.285 billion and a LIBOR cap of 1.23313% approximately $1.6 million. These interest rate cap agreements expired on February 9, 2011. HRH Holdings designated four out of the five interest rate caps for hedge accounting as cash flow hedges. Accordingly, the effective portion of the change in fair value of these derivative instruments was recognized in other comprehensive income (loss). The changes in fair value of the remaining one interest rate cap that did not qualify for hedge accounting was recognized directly in earnings. |
These derivative instruments expired as of February 28, 2011. The gain or (loss) in fair value included in HRH Holdings' comprehensive income for the two months ended February 28, 2011 was $0.3 million, net of premium amortization. Amounts reported in accumulated other comprehensive loss related to derivatives were reclassified to interest expense as interest payments were made on HRH Holdings' variable-rate debt. HRH Holdings reflected the change in fair value of all hedging instruments in cash flows from operating activities. The net gain or (loss) recognized in earnings during the reporting period representing the amount of the hedges' ineffectiveness was insignificant. For the two-month period ended February 28, 2011, HRH Holdings recognized $0.3 million in interest expense attributable to the derivatives not designated as hedges according to FASB ASC 815-10. |
Fair Value of Financial Instruments |
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, fair value measurement is determined based on assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is used to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity as follows: |
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. |
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. |
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
The Company |
Debt. To determine the fair value of our debt the Company utilizes a discounted cash flow model. The discount rate is determined utilizing historical market-based equity returns which are adjusted, as necessary, for entity specific factors. The Company has determined that our debt valuations are classified in Level 3 of the fair value hierarchy. As of December 31, 2013 and 2012, the fair value of the Company’s debt was estimated to be $641.3 million and $603.1 million, respectively. The carrying amount of debt was $703.4 million and $647.9 million, respectively. |
HRH Holdings |
Interest rate caps. HRH Holdings used interest rate caps to manage its interest rate risk. The valuation of these instruments was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities. HRH Holdings incorporated credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. HRH Holdings was exposed to credit loss in the event of a non-performance by the counterparties to its interest rate cap agreements; however, HRH Holdings believed that this risk was minimized because it monitored the credit ratings of the counterparties to such agreements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, HRH Holdings had considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. |
Although HRH Holdings had determined that the majority of the inputs used to value its derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, HRH Holdings had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and had determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, HRH Holdings determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. As of February 28, 2011, the interest rate caps had all expired. |
Valuation of Consideration Transferred in the Assignment |
To estimate the fair value of consideration transferred to the Company in connection with the Assignment, we first estimated the Company’s total business enterprise value (the “BEV”). BEV, which was determined using Level 3 inputs, reflects the fair value of the core operations and was determined based on a combination of the market approach (25% weight) and income approach (75% weight) while the excess land was valued solely under the market approach and the new initiatives were valued using the income approach. |
In constructing an income approach model for the core operations of the Company, we developed a “most likely” case projection of future revenues, expenses, depreciation, and capital expenditures for the years 2011 through 2016. The terminal (or residual) year value calculation using the Gordon Dividend Growth Model was made to capture business value beyond the forecast horizon. Other key inputs include a discount rate range of 13.50% to 14.50% and long term growth ranging from 2.50% to 3.00% for the core business. A discount rate of 35% was used for the new initiatives and intellectual property. Discount rates were chosen to reflect the estimated weighted average cost of capital derived for the Company based in part on certain financial metrics observed for a group of publicly traded guideline companies. |
The market approach utilized the observed BEV-to-EBTIDA multiples of a group of publicly traded guideline companies operating in the gaming sector. Multiples were computed and applied to both trailing historical and forward looking EBITDA parameters. Upward adjustments were made to the observed multiples to reflect the Company’s pass-through tax status and a premise of control. Higher weight was accorded the income approach due to the expectation that several years may transpire before the financial performance of the Company grows to a stabilized level. |
Recently Issued and Adopted Accounting Pronouncements |
No new accounting pronouncements issued or effective during 2013 have had or are expected to have a material impact on the Company's financial position or result of operations. |