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10-Q - FORM 10-Q - CAESARS HOLDINGS, INC.d10q.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - CAESARS HOLDINGS, INC.dex312.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - CAESARS HOLDINGS, INC.dex311.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - CAESARS HOLDINGS, INC.dex322.htm
EX-99.1 - SUPPLEMENTAL DISCUSSION OF PRO FORMA CAESARS ENTERTAINMENT OPERATING COMPANY - CAESARS HOLDINGS, INC.dex991.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - CAESARS HOLDINGS, INC.dex321.htm

Exhibit 99.2

Supplemental Discussion of the Financial Results of the Caesars Commercial Mortgage-Backed Securities Related Properties

On January 28, 2008, Caesars Entertainment Corporation (“Caesars Entertainment”) (formerly Harrah’s Entertainment, Inc.) was acquired by affiliates of Apollo Global Management, LLC (“Apollo”) and TPG Capital, LP (“TPG”) in an all cash transaction, hereinafter referred to as the “Acquisition.” A substantial portion of the financing of the Acquisition is comprised of bank and bond financing obtained by Caesars Entertainment Operating Company, Inc. (“CEOC”) (formerly, Harrah’s Operating Company, Inc.), a wholly-owned subsidiary of Caesars Entertainment. This financing is neither secured nor guaranteed by Caesars Entertainment’s other wholly-owned subsidiaries, including certain subsidiaries that own properties that are currently secured under $5,081.5 million face value of commercial mortgage-backed securities (“CMBS”) financing (the “CMBS Financing”).

As of March 31, 2011 and December 31, 2010, and for the quarters ended March 31, 2011 and 2010, the properties securing the CMBS Financing were Harrah’s Las Vegas, Rio, Flamingo Las Vegas, Harrah’s Atlantic City, Paris Las Vegas and Harrah’s Laughlin.

In this discussion, the words “we” and “our” refer to the CMBS properties. We are providing this financial information pursuant to the Second Amended and Restated Loan Agreement, dated as of August 31, 2010 (the “CMBS Loan Agreement”), related to the CMBS Financing.

OPERATING RESULTS FOR CMBS PROPERTIES

Overall CMBS Properties Results

The following tables represent CMBS properties’ unaudited Condensed Combined Balance Sheets as of March 31, 2011 and December 31, 2010, and their unaudited Condensed Combined Statements of Operations and unaudited Condensed Combined Statements of Cash Flows for the quarters ended March 31, 2011 and 2010.

 

1


CMBS Properties

Condensed Combined Balance Sheets

(Unaudited)

 

(In millions)

   March 31,
2011
     December 31,
2010
 

ASSETS

     

Current assets

     

Cash and cash equivalents

   $ 78.3       $ 121.8   

Receivables, net of allowance for doubtful accounts

     64.4         66.1   

Deferred income taxes

     13.6         14.8   

Prepayments and other

     57.8         33.1   

Inventories

     10.4         11.7   
                 

Total current assets

     224.5         247.5   
                 

Land, buildings and equipment, net of accumulated depreciation

     5,307.1         5,340.4   

Goodwill

     1,689.4         1,689.4   

Intangible assets other than goodwill

     543.1         558.0   

Restricted cash

     29.9         —     

Deferred charges and other

     126.7         133.5   
                 
   $ 7,920.7       $ 7,968.8   
                 

LIABILITIES AND EQUITY

     

Current liabilities

     

Accounts payable

   $ 28.2       $ 30.1   

Accrued expenses

     139.7         135.6   

Due to affiliates, net

     17.6         17.4   

Interest payable

     7.8         8.0   

Current portion of long-term debt

     50.0         —     
                 

Total current liabilities

     243.3         191.1   

Long-term debt

     5,024.8         5,182.3   

Deferred income taxes

     1,617.2         1,623.7   

Deferred credits and other

     29.9         29.5   
                 
     6,915.2         7,026.6   
                 

Total equity

     1,005.5         942.2   
                 
   $ 7,920.7       $ 7,968.8   
                 

 

2


CMBS Properties

Condensed Combined Statements of Operations

(Unaudited)

 

     Quarter ended March 31,  

(In millions)

   2011     2010  

Revenues

    

Casino

   $ 294.7      $ 320.8   

Food and beverage

     122.0        122.6   

Rooms

     108.9        105.0   

Other

     44.6        42.6   

Less: casino promotional allowances

     (85.0     (95.4
                

Net revenues

     485.2        495.6   
                

Operating expenses

    

Direct

    

Casino

     155.1        160.4   

Food and beverage

     57.4        56.2   

Rooms

     27.4        24.9   

Property general, administrative and other

     127.7        125.6   

Depreciation and amortization

     38.5        39.9   

Write-downs, reserves and recoveries

     2.2        7.2   

Income on interests in non-consolidated affiliates

     (0.6     —     

Corporate expense

     22.3        12.1   

Acquisition and integration costs

     0.3        —     

Amortization of intangible assets

     14.9        14.9   
                

Total operating expenses

     445.2        441.2   
                

Income from operations

     40.0        54.4   

Interest expense, net of capitalized interest

     (54.5     (63.2

Gains/(losses) on early extinguishments of debt

     33.2        (47.4

Other income, including interest income

     —          0.2   
                

Income/(loss) before income taxes

     18.7        (56.0

(Provision)/benefit for income taxes

     (6.7     19.9   
                

Net income/(loss)

   $ 12.0      $ (36.1
                

 

3


CMBS Properties

Condensed Combined Statements of Cash Flows

(Unaudited)

 

(In millions)

   Quarter ended March 31,  
     2011     2010  

Cash flows provided by operating activities

   $ 11.7      $ 47.9   
                

Cash flows (used in)/provided by investing activities

    

Land, buildings and equipment additions, net of change in construction payables

     (3.8     (6.6

Change in restricted cash

     (50.2     —     

Other

     (1.2     (1.2
                

Cash flows used in investing activities

     (55.2     (7.8
                

Cash flows used in financing activities

    

Cash paid in connection with early extinguishments of debt

     (73.5     —     

Debt repurchase costs and fees

     —          (2.2

Transfers from and (distributions to) affiliates, net

     73.5        (93.9
                

Cash flows used in financing activities

     —          (96.1

Effect of deconsolidation of variable interest entities

     —          (1.1
                

Net decrease in cash and cash equivalents

     (43.5     (57.1

Cash and cash equivalents, beginning of period

     121.8        134.7   
                

Cash and cash equivalents, end of period

   $ 78.3      $ 77.6   
                

Cash paid for interest

   $ 42.3      $ 44.8   
                

 

4


Summary Information for CMBS Properties

Quarterly Results

 

     Quarter ended March 31,     Percentage
Increase/
(Decrease)
 

(In millions)

   2011     2010    

Casino revenues

   $ 294.7      $ 320.8        (8.1 )% 

Net revenues

     485.2        495.6        (2.1 )% 

Income from operations

     40.0        54.4        (26.5 )% 

Net income/(loss)

     12.0        (36.1     N/M   

Operating margin

     8.2     11.0     (2.8)  pts 

 

N/M = Not Meaningful

Net revenues for the quarter ended March 31, 2011 decreased approximately 2.1 percent to $485.2 million from $495.6 million in 2010 due to a reduction in customers’ discretionary spending.

Income from operations for the quarter ended March 31, 2011 decreased to $40.0 million from $54.4 million in the year-ago quarter. The decline was driven by increased corporate expenses combined with the income impact of lower revenues.

Net income for the quarter ended March 31, 2011 was $12.0 million and included gains on early extinguishments of debt of $33.2 million. Net loss for the quarter ended March 31, 2010 was $36.1 million and included losses on early extinguishments of debt of $47.4 million.

Other Factors Affecting Net Income

Quarterly Results

 

     Quarter ended March 31,     Percentage
Increase/
(Decrease)
 

(In millions)

Expense/(Income)

   2011     2010    

Corporate expense

   $ 22.3      $ 12.1        84.3

Write-downs, reserves and recoveries

     2.2        7.2        (69.4 )% 

Amortization of intangible assets

     14.9        14.9        —  

Interest expense, net

     54.5        63.2        (13.8 )% 

(Gains)/losses on early extinguishments of debt

     (33.2     47.4        N/M   

Other income, including interest income

     —          (0.2     N/M   

Provision/(benefit) for income taxes

     6.7        (19.9     N/M   

Corporate expense for the quarter ended March 31, 2011 varied versus the same period in 2010 due to fluctuations in the corporate expense allocations during each of the respective periods.

Write-downs, reserves and recoveries include various pre-tax charges to record certain long-lived tangible asset impairments, contingent liability or litigation reserves or settlements, costs associated with efficiency projects, project write-offs, demolition costs, permit remediation costs, recoveries of previously recorded reserves and other non-routine transactions. Given the nature of the transactions included within write-downs, reserves and recoveries, these amounts are not expected to be comparable from year-to-year, nor are the amounts expected to follow any particular trend from year-to-year.

Write-downs, reserves and recoveries for the quarter ended March 31, 2011 were $2.2 million, compared with $7.2 million for the same period in 2010 and represent remediation costs at certain of our Las Vegas properties.

 

5


Interest expense decreased by $8.7 million for the quarter ended March 31, 2011, compared to the same period in 2010, due primarily to debt repurchases throughout 2010 and during the first quarter 2011, and improvements in hedge ineffectiveness related to our interest rate cap agreements. Interest expense for the quarter ended March 31, 2011, as a result of interest rate cap agreements, included (i) $0.8 million of expense due to changes in fair value for derivatives not designated as hedging instruments; and (ii) $7.6 million of expense due to amortization of deferred losses frozen in Accumulated Other Comprehensive Loss (“AOCL”) which is included in Total equity on the Condensed Combined Balance Sheets included herein. At March 31, 2011, all of our debt is variable-rate debt.

Gains on early extinguishments of debt during the quarter ended March 31, 2011, and losses on early extinguishments of debt during the quarter ended March 31, 2010, relate to amounts recognized as a result of purchase and sale agreements with certain lenders to acquire mezzanine loans under the CMBS Financing. These events are discussed more fully in the “Liquidity and Capital Resources” section that follows herein.

For the quarters ended March 31, 2011 and 2010, the CMBS properties recorded a tax provision of $6.7 million and tax benefit of $19.9 million on pre-tax income of $18.7 million and pre-tax loss of $56.0 million, respectively.

 

6


LIQUIDITY AND CAPITAL RESOURCES

Cost Savings Initiatives

During the fourth quarter of 2010, Caesars Entertainment launched a new initiative to attempt to reinvent certain aspects of its functional and operating units in an effort to gain significant further cost reductions and streamline our operations.

In accordance with our shared services agreement with Caesars Entertainment, $47.2 million in estimated future cost savings have been allocated to the CMBS properties. In addition, the CMBS properties have realized cost savings of $19.9 million during the quarter ended March 31, 2011.

Capital Spending

We perform on-going refurbishment and maintenance at our casino entertainment facilities to maintain our quality standards, and we continue to pursue development and acquisition opportunities for additional casino entertainment facilities that meet our strategic and return on investment criteria. Prior to the receipt of necessary regulatory approvals, the costs of pursuing development projects are expensed as incurred. Construction-related costs incurred after the receipt of necessary approvals are capitalized and depreciated over the estimated useful life of the resulting asset. Project opening costs are expensed as incurred.

Our planned development projects, if they go forward, will require, individually and in the aggregate, significant capital commitments and, if completed, may result in significant additional revenues. The commitment of capital, the timing of completion and the commencement of operations of casino entertainment development projects are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate political and regulatory bodies. We must also comply with covenants and restrictions set forth in the CMBS Loan Agreement. Cash needed to finance projects currently under development as well as additional projects being pursued is expected to be made available from operating cash flows or joint venture partners. Our capital spending for the quarter ended March 31, 2011 totaled $3.8 million. Estimated total capital expenditures for 2011 are expected to be between $25.0 million and $35.0 million.

Liquidity

We generate substantial cash flows from operating activities, as reflected on the unaudited Condensed Combined Statements of Cash Flows in our Combined Financial Statements. We use the cash flows generated by our operations to fund debt service, to reinvest in existing properties for both refurbishment and expansion projects and to pursue additional growth opportunities via new development. The distribution of cash in excess of that needed to fund the operations of the CMBS properties is limited, as discussed more fully in the Restrictive Covenants and Other Matters section of Capital Resources below.

Our ability to fund our operations, pay our debt obligations and fund planned capital expenditures depends, in part, upon economic and other factors that are beyond our control, and disruptions in capital markets and restrictive covenants related to our existing debt could impact our ability to secure additional funds through financing activities. We believe that our cash and cash equivalents balance, our cash flows from operations and the financing sources discussed herein will be sufficient to meet our normal operating requirements during the next twelve months and to fund capital expenditures.

We cannot assure you that our business will generate sufficient cash flows from operations, or that future borrowings will be available to us, to fund our liquidity needs and pay our indebtedness. If we are unable to meet our liquidity needs or pay our indebtedness when it is due, we may have to reduce or delay refurbishment and expansion projects, reduce expenses, sell assets or attempt to restructure our debt. In addition, we have pledged a significant portion of our assets as collateral under our CMBS Financing agreements, and if any of our lenders accelerate the repayment of borrowings, there can be no assurance that we will have sufficient assets to repay our indebtedness.

Our cash and cash equivalents totaled $78.3 million at March 31, 2011, compared to $121.8 million at December 31, 2010.

Subsequent to the filing of Exhibit 99.2 to our annual report on Form 10-K for the year ended December 31, 2010, Caesars Entertainment determined that approximately $48.4 million reported as cash and cash equivalents as of December 31, 2010 should have been reported as either current or non-current restricted cash of the CMBS properties at that date. At March 31, 2011, the CMBS Properties have presented $50.2 million as current and non-current restricted cash, including the $48.4 million that existed at December 31, 2010. Restricted cash primarily consists of cash reserved under loan agreements for certain expenditures incurred in the normal course of business, such as real estate taxes, property insurance and capital improvements. The condensed combined statement of cash flows for the CMBS properties for the quarter ended March 31, 2011 includes $50.2 million of investing cash outflows for the funding of restricted cash balances, including the restricted cash funded prior to 2011. Management has determined that reclassifying the cash balances on the March 31, 2011 balance sheet and reporting the aggregate investing cash outflows in the first quarter of 2011 is not a material correction of Exhibit 99.2 to our 2010 financial statements.

 

7


Capital Resources - CMBS Financing

In connection with the Acquisition, the CMBS properties borrowed $6,500.0 million under the CMBS Financing. At March 31, 2011 and December 31, 2010, there was $5,074.7 million and $5,182.3 million, respectively, of book value outstanding under the CMBS Financing. The book value at March 31, 2011 and December 31, 2010 is net of approximately $6.7 million and $7.3 million, respectively, representing unamortized fees incurred in connection with the August 2010 amendment, as further described below, and recorded as a discount on debt.

All of the debt under the CMBS Loan Agreement (and related loan amendments) is due in 2015, assuming we satisfy all conditions necessary under amendments to the CMBS Loan Agreement that permit us to extend the maturity from 2013, discussed more fully below. Payments of short-term debt obligations and other commitments are expected to be made from operating cash flows. Long-term obligations are expected to be paid through operating cash flows, refinancing of debt, or joint venture partners.

Pursuant to the terms of the amendment as initially agreed to on March 5, 2010 and finalized August 31, 2010, we agreed to pay lenders selling CMBS Loans during the fourth quarter 2009 an additional $47.4 million for their loans previously sold, to be paid no later than December 31, 2010. This additional liability was recorded as a loss on early extinguishment of debt during the first quarter of 2010 and was paid during the fourth quarter of 2010.

In June 2010, we purchased $46.6 million face value of CMBS Loans for $22.6 million, recognizing a net gain on the transaction of approximately $23.3 million during the second quarter of 2010.

On August 31, 2010, we executed an agreement with the lenders to amend the terms of our CMBS Financing to, among other things, (i) provide the right to extend the maturity of the CMBS mortgage loan and/or related mezzanine loans (“CMBS Loans”) , subject to certain conditions, by up to 2 years until February 2015, (ii) amend certain terms of the CMBS Loans with respect to reserve requirements, collateral rights, property release prices and the payment of management fees, (iii) provide for ongoing mandatory offers to repurchase CMBS Loans using excess cash flow from the CMBS properties at discounted prices, (iv) provide for the amortization of the mortgage loan in certain minimum amounts upon the occurrence of certain conditions and (v) provide for certain limitations with respect to the amount of excess cash flow from the CMBS properties that may be distributed to Caesars Entertainment. Any CMBS Loan purchased pursuant to the amendments will be canceled.

In September 2010, in connection with the execution of the amendment, we purchased $123.8 million face value of CMBS Loans for $37.1 million, of which $31.0 million was paid at the closing of the CMBS amendment, and the remainder of which was paid during fourth quarter 2010. We recognized a pre-tax gain on the transaction of approximately $77.4 million, net of deferred finance charges.

In December 2010, we purchased $191.3 million of face value of CMBS Loans for $95.6 million, recognizing a pre-tax gain of $66.9 million, net of deferred finance charges.

In March 2011, we purchased $108.1 million of face value of CMBS Loans for $73.5 million, recognizing a pre-tax gain of $33.2 million, net of deferred finance charges.

On April 1, 2011, we purchased $50.0 million of face value of CMBS Loans for $35.0 million, recognizing a pre-tax gain of $14.3 million, net of deferred finance charges, which will be reported within our second quarter 2011 financial statements.

As part of the amended CMBS Loan Agreement, in order to extend the maturity of the CMBS Loans under the extension option, we are required to extend our interest rate cap agreement to cover the two years of extended maturity of the CMBS Loans, with a maximum aggregate purchase price for such extended interest rate cap for $5.0 million. We funded the $5.0 million obligation on September 1, 2010 in connection with the closing of the amendment to the CMBS Loan Agreement.

Interest and Fees

We make monthly interest payments on our CMBS financing.

Restrictive Covenants and Other Matters

The CMBS Financing includes negative covenants, subject to certain exceptions, restricting or limiting the ability of the borrowers and operating companies under the CMBS Financing to, among other things: (i) incur additional debt; (ii) create liens on assets; (iii) make certain investments, loans and advances; (iv) consolidate, merge, sell or otherwise dispose of all or any part of its assets or to purchase, lease or otherwise acquire all or any substantial part of assets of any other person; (v) enter into certain transactions with its affiliates; (vi) engage in any business other than the ownership of the properties and business activities ancillary thereto; and (vi) amend or modify the articles or certificate of incorporation, by-laws and certain agreements.

 

8


The CMBS Financing also includes affirmative covenants that require the CMBS Properties to, among other things, maintain the borrowers as “special purpose entities”, maintain certain reserve funds in respect of furniture, fixtures and equipment, taxes, and insurance, and comply with other customary obligations for CMBS real estate financings. Amounts deposited into the specified reserve funds are reported within the accompanying condensed combined balance sheet as current and non-current restricted cash as of March 31, 2011.

In addition, the CMBS Financing obligates the CMBS properties to apply excess cash flow in certain specified manners, depending on the outstanding principal amount of various tranches of the CMBS loans and other factors. These obligations will limit the amount of excess cash flow from the CMBS properties that may be distributed to Caesars Entertainment. For example, the CMBS properties are required to use 100% of excess cash flow to make ongoing mandatory offers on a quarterly basis to purchase CMBS mezzanine loans at discounted prices from the holders thereof. To the extent such offers are accepted, such excess cash flow will need to be so utilized and will not be available for distribution to Caesars Entertainment. To the extent such offers are not accepted with respect to any fiscal quarter, the amount of excess cash flow that may be distributed to Caesars Entertainment is limited to 85% of excess cash flow with respect to such quarter. In addition, the CMBS Financing provides that once the aggregate principal amount of the CMBS mezzanine loans is less than or equal to $625.0 million, the mortgage loan will begin to amortize on a quarterly basis in an amount equal to the greater of 100% of excess cash flow for such quarter and $31.25 million. If the CMBS mortgage loan begins to amortize, the excess cash flow from the CMBS properties will need to be applied to such amortization and will not be available for distribution to Caesars Entertainment.

Derivative Instruments

On January 28, 2008, we entered into an interest rate cap agreement to partially hedge the risk of future increases in the variable rate of the CMBS Financing. The CMBS interest rate cap agreement, which was effective January 28, 2008 and terminates February 13, 2013, is for a notional amount of $6,500.0 million at a LIBOR cap rate of 4.5%. The CMBS interest rate cap was designated as a cash flow hedging instrument for accounting purposes on May 1, 2008.

In 2009, we began purchasing and extinguishing portions of the CMBS Financing. The hedging relationship between the CMBS Financing and the interest rate cap remained effective subsequent to each debt extinguishment. In connection with the extinguishments, we reclassified deferred losses out of Accumulated Other Comprehensive Loss (“AOCL”) (included in Total equity on the unaudited Condensed Combined Balance Sheets included herein) and into interest expense associated with hedges for which the forecasted future transactions are no longer probable of occurring. The following table summarizes the face value of debt extinguishments and the amount of deferred losses reclassified out of AOCL (in millions):

 

Extinguishment Date

   Debt Extinguished      Deferred Losses
Reclassified
 

November 30, 2009

   $ 948.8       $ 12.1   

June 7, 2010

     46.6         0.8   

September 1, 2010

     123.8         1.5   

December 13, 2010

     191.3         3.3   

March 11, 2011

     108.1         1.4   
Subsequent to March 31, 2011, an additional $50.0 million face value of CMBS Financing was purchased and extinguished.    

On January 31, 2010, we removed the cash flow hedge designation for the $6,500.0 million interest rate cap, freezing the amount of deferred losses recorded in AOCL associated with the interest rate cap. Beginning February 1, 2010, we began amortizing deferred losses frozen in AOCL into income over the original remaining term of the hedge forecasted transactions that are still probable of occurring. For the quarter ended March 31, 2011, we recorded $5.2 million as an increase to interest expense, and we will record an additional $20.9 million as an increase to interest expense and AOCL over the next twelve months, all related to deferred losses on the interest rate cap.

 

9


On January 31, 2010, we re-designated $4,650.2 million of the interest rate cap as a cash flow hedging instrument for accounting purposes. Any future changes in fair value of the portion of the interest rate cap not designated as a hedging instrument will be recognized in interest expense during the period in which the changes in value occur.

GUARANTEES OF THIRD-PARTY DEBT AND OTHER OBLIGATIONS AND COMMITMENTS

The tables below summarize, for the period from December 31, 2010 through March 31, 2011, significant additions to or reductions in our contractual obligations and other commitments through their respective maturity or ending dates, which were disclosed in the Supplemental Discussion of the Financial Results of the Caesars Commercial Mortgage-Backed Securities Related Properties filed as Exhibit 99.2 to our Annual Report on Form 10-K for the year ended December 31, 2010.

 

Contractual Obligations(a)

(In millions)

   Increase/
(Decrease)
    Total  

Face value of debt, including capital lease obligations

   $ (108.1   $ 5,081.5   

Estimated interest payments (b)

     (62.5     722.3   

Operating lease obligations

     0.6        8.4   

Purchase order obligations

     2.1        8.9   

Construction commitments

     5.3        14.1   

Entertainment obligations

     0.3        22.9   

Other contractual obligations

     0.2        4.5   

 

(a) In addition to the contractual obligations disclosed in this table, we have unrecognized tax benefits that, based on uncertainties associated with the items, we are unable to make reasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities.
(b) We are permitted to extend the maturity of the CMBS Loans from 2013 to 2015, subject to satisfying certain conditions, in connection with the amendment to the CMBS Facilities. We have therefore included this balance as due in 2015. By extending the maturity, total estimated interest payments increase by approximately $402.4 million.

 

10