Agreements with Related Parties | 3 Months Ended |
Mar. 31, 2015 |
Related Party Transactions [Abstract] | |
Agreements with Related Parties | Agreements with Related Parties |
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Resort Management Agreement |
On June 15, 2012, the Company and WG-Harmon, an affiliate of LVHR Casino, Inc, which is one of our indirect subsidiaries, entered into the Amended Resort Management Agreement, pursuant to which WG- Harmon manages the Hard Rock Hotel & Casino Las Vegas, including the gaming operations and the liquor operations. |
During the three months ended March 31, 2015 and three months ended March 31, 2014, the Company incurred $614,000 and $1.2 million, respectively, in management and incentive fees under the Amended Resort Management Agreement. As of March 31, 2015 and December 31, 2014, the Company had $160,000 and $0, respectively, payable to WG-Harmon which are included in related party payables on the accompanying consolidated balance sheets. |
Under the terms of the Amended Resort Management Agreement, WG-Harmon manages the gaming operations and the liquor operations and has complete discretion and control in all matters related to management and operating activities. The agreement expires March 31, 2016. The Company is required to pay a base fee of $150,000 per month. In addition to such base fee, the Company pays an incentive management fee based on the performance of the adjusted EBITDA of the Hard Rock Hotel & Casino Las Vegas, as set forth in the Amended Resort Management Agreement. |
Second Mortgage Loan Agreement |
On March 1, 2011, as part of the Assignment, the Company entered into a second mortgage loan agreement with Brookfield Financial (the “Second Mortgage”) 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. During the three months ended March 31, 2015 and three months ended March 31, 2014, the Company had accrued interest of $1.7 million and $1.3 million, respectively, under the Second Mortgage which is included in long term accrued expenses on the accompanying unaudited condensed consolidated balance sheets. |
Investment in Joint Venture |
During 2012, CDO Restaurant Associates LLC (“CDO”), a Delaware limited liability company, was formed between the Company and Fox Restaurant Concepts, LLC (“Fox”) to operate a restaurant, Culinary Dropout, out of leased space at the Hard Rock Hotel & Casino Las Vegas. In 2012, the Company contributed 80% of the initial construction and pre-opening budget, or $2.1 million, and also loaned CDO $100,000 to cover pre-opening costs in excess of initial budgeted amounts. In 2012, the Company loaned CDO an additional $248,000 to cover final construction costs in excess of budgeted amounts. As of December 31, 2014, all loans have been repaid in full. The Company determined that the investment in CDO should be accounted for as an equity method investment. The loans bore interest at the greater of 8% or the reference rate publicly announced by Bank of America N.T. & S.A plus 4%. Loans were required to be repaid before any other distributions of net cash flow. Net cash flow would then be distributed in proportion to the Members’ initial capital contributions, plus an 8% preferred return, and, once paid in full, in accordance with the 50% membership interest. The Company accounts for its investment in CDO under the equity method based on applicable accounting guidance as the Company does not hold a controlling financial interest in CDO. |
For the three months ended March 31, 2015 and three months ended March 31, 2014, the Company recorded income of $51,000 and $7,000, respectively, related to its equity in CDO. The Company’s share of CDO’s income is included in income from joint venture investment in the accompanying unaudited condensed consolidated statements of operations. |
At March 31, 2015 and December 31, 2014, the Company’s net investment in CDO was $1.2 million and $1.2 million, respectively, which is included in other assets in the accompanying unaudited condensed consolidated balance sheets. |
The classification of the investment in joint venture was based on the expected timing of the repayment of the initial construction and pre-opening budget contribution. For the three months ended March 31, 2015, there was a distribution of $50,000. |
CDO leases space from the Company under a ten-year operating lease expiring in August 2022. The lease has one five-year renewal option. Rent is paid monthly at 6% of sales, as defined in the agreement. CDO also pays a management fee of 6% of gross sales to Fox pursuant to a management agreement. Both the lease and the management agreement expire in August 2022. |