UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~quarter~~quarterly period ended ~~September~~March 3031, ~~2014~~2015



_	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: 000-54532

BREF HR, LLC

(Exact name of registrant as specified in its charter)

Delaware		27-4938906
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)
Three World Financial Center
250 Vesey Street, 15th Floor New York, NY		10281
(Address of principal executive office)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 417-7265

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes __ No X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION 2 Item 1. Financial Statements 2 Condensed Consolidated Balance Sheets (unaudited) 2 Condensed Consolidated Statements of Operations (unaudited) 3 Condensed Consolidated Statements of Cash Flows (unaudited) 4 Notes To Condensed Consolidated Financial Statements (unaudited) 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1413 Item 3. Quantitative and Qualitative Disclosures About Market Risk 2117 Item 4. Controls and Procedures 2117 PART II—OTHER INFORMATION 2117 Item 1. Legal Proceedings 2117 Item 1A. Risk Factors 2117 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 2218 Item 3. Defaults Upon Senior Securities 2218 Item 4. Mine Safety Disclosures 2218 Item 5. Other Information 2218 Item 6. Exhibits 2218 Signatures 2320

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BREF HR, LLC
Condensed Consolidated Balance Sheets
(Unaudited)

($ in thousands)	~~September~~March 3031, ~~2014~~2015			December 31, ~~2013~~2014
Assets
Current assets
Cash and cash equivalents	$	1617,~~983~~765		$	1413,~~094~~303
Accounts receivable, net	1012,~~543~~394			810,~~351~~956
Inventories	3,~~248~~710			23,~~947~~578
Prepaid expenses and other current assets	43,~~142~~288			3,~~002~~070
Related party receivable	~~114~~139			~~435~~81
Restricted cash	4,~~006~~765			54,~~069~~868
Total current assets	3942,~~036~~061			3335,~~898~~856
Property and equipment, net	~~462~~451,~~472~~636			~~479~~456,~~008~~929
Intangible assets, net	6765,~~514~~455			7066,~~542~~449
Restricted cash	2022,~~945~~215			1922,~~354~~746
Investment in joint venture	1,~~252~~224			1,~~425~~223
Total assets	$	~~591~~582,~~219~~591		$	~~604~~583,~~227~~203
Liabilities and Members' Equity (Deficit)
Current liabilities
Accounts payable	$	4,~~827~~968		$	75,~~560~~220
Construction related payables	~~306~~307			~~847~~307
Related party payables	~~316~~213			~~220~~30
Accrued expenses	1916,~~026~~405			2016,~~816~~167
Interest payable	8393,~~420~~096			6186,~~165~~327
Current portion of long term debt	~~723~~760,~~705~~601			~~686~~743,~~850~~362
Total current liabilities	~~831~~875,~~600~~590			~~777~~851,~~458~~413
Long term accrued expenses	—			177
Long term interest payable	18,267			16,536
Long term interest payable	14,878			10,547
Long term debt - due to affiliate	19,228			18,638
Long term debt - due to affiliate	18,072			16,596
Total long term liabilities	37,495			35,174
Total long term liabilities	32,950			27,320
Total liabilities	913,085			886,587
Total liabilities	864,550			804,778
Commitments and contingencies (Note 11)
Members' equity (deficit)
Members' deficit
Paid-in capital	86,673			86,673
Accumulated deficit	(~~360~~417,~~004~~167		)	(~~287~~390,~~224~~057		)
Total members' equity (deficit)	(273,331		)	(200,551		)
Total members' deficit	(330,494		)	(303,384		)
Total liabilities and members equity (deficit)	$	591,219		$	604,227
Total liabilities and members deficit	$	582,591		$	583,203

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BREF HR, LLC
Condensed Consolidated Statements of Operations

(Unaudited)

($ in thousands)	Three months ended ~~September~~March 3031, ~~2014~~2015			Three months ended ~~September~~March 3031, ~~2013~~2014			~~Nine months ended September 30, 2014~~			~~Nine months ended September 30, 2013~~
Revenues
Casino	$	1112,~~500~~803		$	913,~~666~~938		$	~~37,632~~		$	~~32,849~~
Lodging	1517,~~862~~379			1517,~~571~~218			~~50,821~~			~~47,896~~
Food and beverage	1915,~~564~~365			1816,~~804~~524			~~60,791~~			~~60,099~~
Entertainment, retail and other	7,~~917~~341			85,~~182~~904			~~21,440~~			~~26,733~~
Gross revenues	5452,~~843~~888			5253,~~223~~584			~~170,684~~			~~167,577~~
Less: Promotional allowances	(4,~~665~~803		)	(4,~~902~~471		)	~~(14,112~~		)	~~(15,586~~		)
Net revenues	5048,~~178~~085			4749,~~321~~113			~~156,572~~			~~151,991~~
Costs and Expenses
Casino	810,~~861~~016			87,~~808~~687			~~25,600~~			~~27,220~~
Lodging	5,~~256~~197			5,~~132~~620			~~16,412~~			~~14,905~~
Food and beverage	128,~~082~~764			1110,~~998~~342			~~36,555~~			~~34,617~~
Entertainment, retail and other	54,~~183~~143			54,~~464~~051			~~14,122~~			~~17,449~~
Marketing	2,~~050~~131			2,~~317~~408			~~6,700~~			~~6,762~~
Management fee and expense reimbursements - related party	587			452			3,193			1,366
Fee and expense reimbursements - related party	614			1,189
General and administrative	8,~~675~~286			98,~~720~~741			~~26,024~~			~~30,468~~
Depreciation and amortization	7,~~516~~520			7,~~428~~463			~~22,435~~			~~23,469~~
Pre-opening	—			1			—			11
Total costs and expenses	46,671			47,501
Total costs and expenses	50,210			51,320			151,041			156,267
Income from operations	1,414			1,612
Income (loss) from operations	(32		)	(3,999		)	5,531			(4,276		)
Interest income	3			3
Interest income	3			4			9			20
Interest expense	(28,578		)	(25,285		)
Interest expense	(28,300		)	(25,088		)	(78,307		)	(72,367		)
Income from joint venture investment	51			7
Income (loss) on joint venture investment	(32		)	(16		)	(13		)	20
Loss before income tax expense	(27,110		)	(23,663		)
Loss before income tax expense	(28,361		)	(29,099		)	(72,780		)	(76,603		)
Income tax expense	—			—
Income tax expense	—			—			—			—
Net loss	$	(27,110	)	$	(23,663	)
Net loss	$	(28,361	)	$	(29,099	)	$	(72,780	)	$	(76,603	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BREF HR, LLC
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine months ended September 30, 2014			Nine months ended September 30, 2013
	Three months ended March 31, 2015			Three months ended March 31, 2014
($ in thousands)
Cash flows from operating activities
Net loss	$	(7227,~~780~~110	)	$	(7623,~~603~~663	)
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation	196,~~407~~526			186,~~896~~418
Provision for doubtful accounts	563			258
Provision for (recovery of) doubtful accounts	907			(51		)
Amortization of intangible assets	~~3,028~~994			41,~~573~~045
Amortization of debt discount	2610,~~759~~833			248,~~574~~600
Accrued non-cash interest applied to principal	116,~~572~~996			136,~~221~~047
Change in value of interest rate caps net of
Income from joint venture investment	(1		)	(7		)
premium amortization	—			64
(Increase) decrease in assets:
Loss (income) on joint venture investment	13			(20		)
Accounts receivable	(2,345		)	(3,134		)
(Increase) decrease in operating assets:
Inventories	(132		)	(36		)
Accounts receivable	(2,755		)	(1,830		)
Prepaid expenses	(218		)	(584		)
Inventories	(301		)	(312		)
Related party receivable	(58		)	325
Prepaid expenses	(1,140		)	(173		)
Increase (decrease) in liabilities:
Related party receivable	321			696
Accounts payable	(252		)	(1,751		)
Increase (decrease) in operating liabilities:
Related party payable	183			647
Accounts payable	(2,733		)	1,597
Other accrued liabilities	325			(504		)
Related party payable	96			(406		)
Accrued interest payable	8,500			9,121
Other accrued liabilities	(1,628		)	(1,032		)
Net cash provided by operating activities	5,148			2,473
Accrued interest payable	26,586			21,187
Net cash provided by operating activities	7,008			4,690
Cash flows from investing activities
Purchases of property and equipment	(21,~~871~~233		)	(~~3,878~~954		)
(Payments on) receipt of construction related payables	(541		)	5
Payments on construction related payables	—			(294		)
Restricted cash contributions	(81,~~253~~509		)	(71,~~008~~590		)
Restricted cash withdrawals	72,~~725~~143			71,~~107~~864
Loan to joint venture	—			(248		)
Net cash used in investing activities	(599		)	(974		)
Return of investment	160			—
Repayments of joint venture debt	—			300
Net cash used in investing activities	(3,780		)	(3,722		)
Cash flows from financing activities
Purchase of interest rate caps	—			(64		)
Capital lease payments	(87		)	(200		)
Capital lease payments	(339		)	(467		)
Net cash used in financing activities	(87		)	(200		)
Net cash used in financing activities	(339		)	(531		)
Net increase in cash and cash equivalents	4,462			1,299
Net increase in cash and cash equivalents	2,889			437
Cash and cash equivalents, beginning of period	13,303			14,094
Cash and cash equivalents, beginning of period	14,094			13,658
Cash and cash equivalents, end of period	$	17,765		$	15,393
Cash and cash equivalents, end of period	$	16,983		$	14,095
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, net
of amounts capitalized	$	132,250		131,~~254~~500
Supplemental Disclosure Non-cash Investing and Financing Activities
Construction related payables	$	~~306~~307		$	~~307~~553

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BREF HR, LLC
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Company Structure and Nature of Business

~~Organization~~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”).

BREF HR, LLC 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. We own and operate the Hard Rock Hotel & Casino Las Vegas. Commencing operations in 1995, the Hard Rock Hotel & Casino Las Vegas is modeled after the highly successful Hard Rock Cafe restaurant chain and is decorated with an extensive collection of rare rock and roll memorabilia. The original Hard Rock Cafe was co-founded in 1971 by Peter Morton, and the “Hard Rock” name has grown to become widely recognized throughout the world.

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 ~~owned~~own the Hard Rock Hotel & Casino Las Vegas and certain related assets. These assets were acquired pursuant to the assignment (the "Assignment") from Hard Rock Hotel Holdings, LLC (“HRH Holdings”) in connection with the default by HRH Holdings and its subsidiaries on ~~the~~a 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”).

OnAs ~~March 1,~~part ~~2011~~of the Assignment, ~~HRH~~the ~~Holdings~~Company assumed the obligations under the Facility and entered into an amendment thereof (as amended, the “Amended Facility”) between Vegas HR Private Limited (the “"Mortgage Lender”"), ~~Brookfield~~and ~~Financial,~~the ~~NRFC~~Company. WAPursuant ~~Holdings~~to the Amended Facility, ~~LLC~~the land, ~~Morgans~~building ~~Hotel~~and ~~Group~~improvements, ~~Co.~~equipment, ~~(“Morgans”~~fixtures and ~~together~~all ~~with~~personal anproperty ~~affiliated~~relating ~~entity,~~to the ~~“Morgans~~Hard ~~Parties”)~~Rock ~~and~~Hotel ~~certain~~& ~~affiliates~~Casino ofLas ~~DLJ~~Vegas ~~Merchant~~were ~~Banking~~pledged ~~Partners~~as ~~(“DLJMBP”)~~security and collateral. Also, as ~~well~~part asof ~~other~~the ~~interested~~Assignment, ~~parties~~the Company entered into ~~the~~a ~~Agreement~~second tomortgage ~~Transfer~~loan inagreement ~~Lieu~~with ofBrookfield ~~Foreclosure~~Financial, ~~and~~as ~~Settlement~~lender, ~~Agreement~~ (the “~~Settlement~~Second ~~Agreement~~Mortgage”) in the amount of $30.0 million pursuant to which ~~the~~certain ~~membership~~land, ~~interests~~building ofand ~~HRHH~~improvements, JVequipment, ~~Junior~~fixtures ~~Mezz~~ and ~~HRHH~~personal ~~Gaming~~property ~~Junior~~were ~~Mezz~~pledged ~~were~~as ~~transferred~~security and ~~assigned~~collateral. The Second Mortgage is subordinate in right of payment to the ~~Company~~Amended Facility. Since ~~The~~March 1, ~~transactions~~2011, ~~contemplated~~the byHard ~~the~~Rock ~~Settlement~~Hotel & ~~Agreement~~Casino ~~are~~Las ~~referred~~Vegas toand asrelated ~~the~~assets ~~“Assignment.”~~have ~~The~~been ~~Assignment~~owned ~~was~~by ~~accounted~~the ~~for~~Company aspursuant ato ~~business~~the ~~combination~~Assignment.

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.

We operate as a single reportable segment.

Going Concern

~~The~~Over ~~Company~~the ~~incurred~~past athree ~~loss~~years ofwe ~~$72.8~~have ~~million~~incurred ~~for~~substantial net losses. For the ~~nine~~three months ended ~~September~~March 3031, ~~2014,~~2015 ~~and~~our ~~has a~~ net ~~members'~~loss ~~deficit~~was of $~~273~~27.31 million, and as of ~~September~~ March 3031, ~~2014.~~2015 ~~The~~our ~~Amended~~net ~~Facility~~members' ~~(as~~deficit ~~defined~~was in$330.5 ~~Note~~million. ~~10,~~The ~~Debt)~~Amended Facility allows the Company to accrue ~~'payable~~"paid 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 ~~September~~March ~~30, 2014 and December~~ 31, ~~2013~~2015 was $5167.43 million ~~and $39~~.8 ~~million, respectively.~~ The PIK interest outstanding as of March 1, 2014, in the amount of $44.3 million, became due and payable on March 13, 2014, as the operating performance of the Company did not meet a specified debt yield threshold for the twelve month period ~~ended~~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~~. The lender entered into a series of amendments to the Forbearance Agreement which each time extended the effective date to which the lender agreed it would not exercise any rights or remedies with respect to the PIK interest. The most recent amendment to the Forbearance Agreement, the ~~Ninth~~Thirteenth Amendment, is effective as of ~~October 30~~April 17, ~~2014~~2015, pursuant to which the lender agreed not to exercise any rights or remedies with respect to the PIK interest until ~~December~~May 15, ~~2014~~2015. Currently, the Company does not have sufficient funds to satisfy a demand for the PIK interest payment on ~~December~~May 15, ~~2014~~2015. 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 ~~assurance~~certainty ~~that~~on the ~~Company will be able to achieve any of these possibilities~~outcome. We have placed mortgages on our hotel casino property to secure our indebtedness. In the event the PIK interest is not paid on ~~December~~May 15, ~~2014~~2015, among other lesser remedies, the lender may declare all unpaid principal and accrued interest, totaling $997.5 million, under the Amended Facility due and payable immediately, in which case, under present circumstances, the Company would not have sufficient funds or other sources of liquidity to pay all such amounts. If this occurs, our business and results of operations would be materially

~~adversely~~lesser ~~affected~~remedies, the lender may declare all unpaid principal and accrued interest under the Amended Facility due and payable immediately. If ~~The~~the ~~Company~~PIK payment is ~~currently~~not inmade ~~discussions~~on ~~with~~May 15, ~~the~~2015, ~~lender~~we ~~but~~risk aslosing some or all of ~~the~~our ~~date~~property to foreclosure. If this occurs, our business and results of ~~the~~operations ~~filing~~would ~~the~~be ~~outcome~~materially ~~remains~~adversely ~~uncertain~~affected. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying unaudited condensed 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 unaudited condensed 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.

2. Basis of Presentation, and Principles of Consolidation ~~and Significant Accounting Policies~~

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting under the rules and regulations of the Securities and Exchange Commission (“SEC”) in accordance with the instruction to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s ~~2013~~2014 annual consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

The results for the periods indicated reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of our financial position, results of operations, and cash flows. The results for such periods are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP 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 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.

Certain amounts reported in the prior period on the unaudited condensed consolidated ~~statement~~statements of operations have been combined to conform to the current presentation. Retail revenue and other revenue have been combined into entertainment, retail and other revenue and retail expenses and other expenses have been combined into entertainment, retail and other expenses.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued new authoritative guidance regarding the recognition of revenue from contracts with customers. The new guidance clarifies the principles for revenue recognition and provides a common standard for all entities and the existing industry guidance, including guidance specific to the gaming industry, will be eliminated. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Interim and annual disclosures will also be revised. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the impact of adopting this new standard, which will be effective for the Company January 1, 2017.

3. Accounts Receivable, Net

Components of accounts receivable, net consist of the following:

($ in thousands)	~~September~~March 3031, ~~2014~~2015			December 31, ~~2013~~2014
Casino	$	46,~~893~~853		$	25,~~999~~624
Lodging	3,~~726~~506			23,~~679~~496
Other	34,~~134~~230			3,~~352~~083
	11,753			9,030
	14,589			12,203
Less: allowance for doubtful accounts	(1,210		)	(679		)
Less: allowance for doubtful accounts and discount reserve	(2,195		)	(1,247		)
Total accounts receivable, net	$	1012,~~543~~394		$	810,~~351~~956

4. Restricted Cash

Certain of our subsidiaries are obligated to maintain cash reserve funds for a variety of purposes as determined pursuant to the Amended Facility, discussed at Note 10, Debt, including a requirement for the subsidiaries 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:

($ in thousands)	~~September~~March 3031, ~~2014~~2015	December 31, ~~2013~~2014
Current
Tax reserves	2,~~495~~732	$	23,~~602~~095
Insurance reserves	~~373~~1,153	~~1,329~~893
Other reserves	363	363
Workers' compensation reserves	~~775~~517	~~775~~517
Total current restricted cash	4,~~006~~765	54,~~069~~868
Long-term
Working capital reserves	15,~~046~~049	1415,~~399~~048
Replacements and refurbishments reserves	5,899	4,955
Replacement reserves	7,166	7,698
Total long-term restricted cash	2022,~~945~~215	1922,~~354~~746
Total restricted cash	2426,~~951~~980	$	2427,~~423~~614

5. Inventories

Inventories are stated at the lower of cost (determined using the first-in, first-out method), or market. Inventories consist of the following:

($ in thousands)	~~September~~March 3031, ~~2014~~2015		December 31, ~~2013~~2014
Restaurants and bars	$	2,~~019~~559	$	12,~~848~~495
Retail merchandise	1,~~126~~028		~~975~~963
Other inventory and operating supplies	~~103~~123		~~124~~120
Total inventories	$	3,~~248~~710	$	23,~~947~~578

6. Property and Equipment, Net

Property and equipment, net consists of the following:

($ in thousands)	~~September~~March 3031, ~~2014~~2015			December 31, ~~2013~~2014
Land	$	115,600		$	115,600
Buildings and land and building improvements	343,292			342,159
Buildings and building improvements	343,618			343,375
Furniture, fixtures and equipment	8283,~~747~~251			7983,~~943~~094
Memorabilia	67,~~783~~059			67,~~442~~046
Construction in progress	277			1,683
	549,528			549,115
	548,699			545,827
Less: accumulated depreciation	(99,277		)	(92,751		)
Less: accumulated depreciation	(86,227		)	(66,819		)
Construction in progress	1,385			565
Total property and equipment, net	$	~~462~~451,~~472~~636		$	~~479~~456,~~008~~929

Depreciation relating to property and equipment was $6.5 million and $6.34 million for the three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013, respectively. Depreciation relating to property and equipment was $19.4 million and $18.9 million for the nine months ended September 30,~~ 2014 ~~and 2013~~, respectively.

7. Intangible Assets, Net

Intangible assets, net consist of the following:

	December 31, 2013										September 30, 2014
	December 31, 2014										March 31, 2015
($ in thousands)	Gross Carrying Amount		Accumulated Impairment Losses			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Losses			Accumulated Amortization			Net Carrying Amount		Remaining life (years)
Non-amortizing intangible assets
Hard Rock Licensing	$	55,000	$	(15,000	)	$	—		$	40,000	$	55,000	$	(15,000	)	$	—		$	40,000	Indefinite
Future Trademark Licensing	7,000		—			—			7,000		7,000		—			—			7,000		Indefinite
	62,000		(15,000		)	—			47,000		62,000		(15,000		)	—			47,000
Amortizing intangible assets
In-place Contracts	29,000		(6,175		)	(810,492		)	1412,333		29,000		(6,175		)	(910,992		)	1211,833		~~0 - 7~~6
Monster TM Licensing	2,537		—			(12,~~875~~537		)	~~662~~—		2,537		—			(2,~~371~~537		)	~~166~~—		10
Customer Relationships	3,000		—			(3,000		)	—		3,000		—			(3,000		)	—		0
Sponsorship Agreements	1,300		—			(1,300		)	—		1,300		—			(1,300		)	—		0
Market Leases	1,736		—			(~~912~~1,137		)	~~824~~599		1,736		—			(1,~~093~~180		)	~~643~~556		0 - 76
Player Relationships	10,000		—			(34,~~854~~752		)	65,~~146~~248		10,000		—			(4,~~540~~965		)	5,~~460~~035		76
Other	2,200		—(88		)	(~~623~~843		)	1,~~577~~269		2,200		—(88		)	(~~788~~1,081		)	1,~~412~~031		70 - 6
	49,773		(6,~~175~~263		)	(2024,~~056~~061		)	2319,~~542~~449		49,773		(6,~~175~~263		)	(2325,~~084~~055		)	2018,~~514~~455
Total
intangibles, net	$	111,773	$	(21,~~175~~263	)	$	(2024,~~056~~061	)	$	7066,~~542~~449	$	111,773	$	(21,~~175~~263	)	$	(2325,~~084~~055	)	$	6765,~~514~~455

The Hard Rock Licensing and Future Trademark Licensing rights are not subject to amortization as they have an indefinite useful life. The inIn-place ~~contracts~~Contracts, Monster TM Licensing, Customer Relationships, Sponsorship Agreements, Market Leases and Other amortizing intangible assets are being ratably amortized on a straight-line basis over ~~the~~their respective estimated useful ~~life~~lives which ranges from one to nine years. Player relationships are amortized on an accelerated basis consistent with the expected timing of the Company’s realization of the economic benefits of such relationships. Due to an ongoing triggering event during the ~~third~~first quarter of ~~2014~~2015, the Company performed an interim impairment analysis of the Hard Rock Licensing intangible asset. This analysis resulted in no impairment. The fair value of Hard Rock Licensing at March 31, 2015 was determined using the relief of royalty method (discounted forecasted net revenues). As of March 31, 2015, the total carrying value of Hard Rock Licensing intangible asset is $40 million and is at risk of future impairment if there are adverse changes in our significant assumptions which include discount rate, long-term growth rate, royalty rate, or net revenue projections. Based on management's estimates, the fair value of the Hard Rock Licensing Trademark exceeded the carrying value by $2.6 million.

For the three months ended March 31, 2015 and 2014, the Company recorded amortization expense of $1.0 million and $1.0 million, respectively.

Company performed an interim impairment analysis of the Hard Rock trademark. This analysis resulted in no impairment. The fair value of Hard Rock Licensing at September 30, 2014 was determined using the relief of royalty method (discounted forecasted net revenues). As of September 30, 2014, the total carrying value of Hard Rock Licensing Trademark is $40 million and is at risk of future impairment if there are adverse changes in our significant assumptions which include discount rate, long-term growth rate, royalty rate, or net revenue projections. Based on management's estimates, the fair value of the Hard Rock Licensing Trademark exceeded the carrying value by $1.0 million.

For the three months ended September 30, 2014 and 2013, the Company recorded amortization expense of $1.0 million and $1.1 million, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded amortization expense of $3.0 million and $4.6 million, respectively.

8. Accrued Expenses

Accrued expenses consist of the following:

($ in thousands)	~~September~~March 3031, ~~2014~~2015		December 31, ~~2013~~2014
Current
Deferred income	$	~~1,016~~536	$	~~2,013~~184
Capital lease obligations	~~261~~90		~~391~~177
Advance room, convention and customer deposits	65,~~753~~300		65,~~631~~947
Accrued salaries, payroll taxes and other employee benefits	2,~~427~~267		1,~~163~~873
Accrued miscellaneous taxes	12,~~794~~031		1,~~479~~431
Reserve for legal liability claims	3,384		5,187
Reserve for general liability and accrued legal claims	3,263		3,383
Other accrued liabilities	32,~~391~~918		3,~~952~~172
Total current accrued expenses	19,026		20,816
Total accrued expenses	$	16,405	$	16,167
Long term
Capital lease obligations	—		177
Total long term accrued expenses	—		177
Total accrued expenses	$	19,026	$	20,993

9. Agreements with Related Parties

~~WG-Harmon~~Resort Management Agreement

~~During~~On ~~the~~June ~~three months ended September 30~~15, ~~2014 and 2013~~2012, the Company ~~incurred $587,000~~ and ~~$452,000, respectively in management fees payable to~~ WG-Harmon ~~under the Management Agreement (Gaming Operations)~~, ~~Amended~~an ~~Resort~~affiliate ~~Management~~of ~~Agreement~~LVHR ~~and Liquor Management and Employee Services Agreement~~Casino, ~~collectively ("WG-Harmon Agreements")~~Inc, ~~as defined below~~ which is ~~included~~one ~~in management fee and expense reimbursement - related party on the condensed consolidated statement~~ of ~~operations.~~our ~~During~~indirect ~~the nine months ended September 30~~subsidiaries, ~~2014~~entered ~~and~~into ~~2013,~~ the ~~Company~~Amended ~~incurred~~Resort ~~$3.2~~Management ~~million and $1.4 million~~Agreement, pursuant ~~respectively,~~to inwhich ~~management~~WG- ~~fees~~Harmon ~~payable~~manages ~~under~~ the ~~WG-Harmon~~Hard ~~Agreements.~~Rock AsHotel of& ~~September 30,~~Casino ~~2014~~Las ~~and December 31~~Vegas, ~~2013,~~including the ~~Company~~gaming ~~had~~operations ~~$251,000~~ and ~~$135,000, respectively, payable to WG-Harmon which is included in related party payables on~~ the ~~condensed~~liquor ~~consolidated balance sheets~~operations.

9During 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.

~~Gaming~~Under ~~Operations~~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.

On March 1, 2011, LVHR entered into the Management Agreement (Gaming Operations) (the “Management Agreement”) with WG-Harmon, pursuant to which WG-Harmon agreed to manage the gaming operations at the Hard Rock Hotel & Casino Las Vegas for LVHR. The term of the Management Agreement began on March 1, 2011 and terminated on June 15, 2012. During the term of the Management Agreement, LVHR paid to WG-Harmon a base fee in the amount of $37,500 per month. LVHR also reimbursed WG-Harmon for reasonable fees and expenses incurred in connection with the performance of WG-Harmon’s duties under such agreement.

On December 22, 2011, the Company received a license from the Nevada Gaming Commission to serve as the operator of the gaming facilities at the Hard Rock Hotel & Casino Las Vegas and we were approved to acquire and own the equity securities of LVHR, subject to the Registration Statement becoming effective. Under Section 12(g)(1) of the Exchange Act, the Registration Statement became effective on December 22, 2011. LVHR became one of our subsidiaries and we assumed operation of the gaming facilities at the Hard Rock Hotel & Casino Las Vegas on June 15, 2012. On or about the same date that LVHR became one of our subsidiaries and we assumed operation of the gaming facilities at the Hard Rock Hotel & Casino Las Vegas, we restructured and converted LVHR from a Nevada corporation to a Nevada limited liability company known as LVHR Casino, LLC. Upon consummation of the restructure and conversion of LVHR: (i) LVHR Casino, LLC became a mortgage borrower under the Amended Facility and the Second Mortgage; (ii) LVHR Casino, LLC continued to own all of the assets that LVHR acquired on March 2, 2011 that are used at the Hard Rock Hotel & Casino Las Vegas gaming operations, and (iii) the revolving line of credit HRHH Gaming was obligated to make available to LVHR terminated. The Management Agreement terminated on June 15, 2012 without payment of any termination fee.

Non-Gaming Operations

On March 1, 2011, the Company and WG-Harmon entered in a Resort Management Agreement (the “Resort Management Agreement”), pursuant to which WG-Harmon managed the Hard Rock Hotel & Casino Las Vegas, other than the gaming operations and the liquor operations. The term of the Resort Management Agreement began on March 1, 2011 and continued until June 15, 2012, the date upon which LVHR became one of our subsidiaries and we assumed the operation of the gaming facilities at the Hard Rock Hotel & Casino Las Vegas. During the term of the Resort Management Agreement, the Company paid to WG-Harmon a base fee in the amount of $122,500 per month. In addition to such base fee, WG-Harmon has an incentive management fee based on performance of the adjusted EBITDA of the Hard Rock Hotel & Casino Las Vegas as set forth in the Resort Management Agreement.

On June 15, 2012, the Resort Management Agreement was replaced by the Amended and Restated Management Agreement (the “Amended Resort Management Agreement”). On June 15, 2012, the Company and WG-Harmon entered into the Amended Resort Management Agreement, pursuant to which WG-Harmon will manage the Hard Rock Hotel & Casino Las Vegas, including the gaming operations and the liquor operations. WG-Harmon is required to use commercially reasonable efforts to operate the Hard Rock Hotel & Casino Las Vegas, and has complete discretion and control in all matters related to the management and operation of the Hard Rock Hotel & Casino Las Vegas. The term of the Amended Resort Management Agreement began on June 15, 2012 and will continue until March 31, 2016. During the term of the Amended Resort Management Agreement, the Company will pay WG-Harmon a base fee in the amount of $160,000 per month, payable monthly, which base fee may be decreased to $150,000 per month if WG-Harmon is no longer providing certain construction services to the Company. In April 2013, a $10,000 reduction to the base fee was put in place. In addition to such base fee, the Company will pay WG-Harmon 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”), ain ~~related~~the ~~party.~~amount ~~See~~of ~~Note 10, Debt, for further discussion~~$30. ~~During~~0 ~~each~~million ofpursuant ~~the~~to ~~three~~which ~~months~~certain ~~ended September 30~~land, ~~2014~~building and ~~2013~~improvements, ~~the~~equipment, ~~Company~~fixtures ~~accrued~~and ~~interest~~personal ofproperties ~~$1.6~~were ~~million~~pledged ~~under~~as ~~the~~security ~~Second~~and ~~Mortgage~~collateral. ~~which~~During ~~is included in long-term accrued expenses on~~ the ~~condensed~~three ~~consolidated~~months ~~balance~~ended ~~sheets.~~March ~~During~~31, ~~the~~2015 ~~nine~~and three months ended ~~September~~March 3031, 2014 ~~and 2013~~, the Company had accrued interest of $41.37 million and $41.53 million, respectively, under the Second Mortgage which is included in long- term accrued expenses on the accompanying unaudited condensed consolidated balance sheets.

109

Investment in Joint Venture

InDuring ~~June~~ 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, ~~using~~out of leased space at the Hard Rock Hotel ~~and~~& Casino Las Vegas. ~~The~~ 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. ~~During~~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 ~~bears~~bore interest at the greater of 8% or the reference rate publicly announced by Bank of America N.T. & S.A ~~(3.25% at September 30, 2014)~~ plus 4 ~~percent~~%. Loans ~~are~~were required to be repaid before any other distributions of net cash flow. Net cash flow iswould 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 ~~September 30,~~March ~~2014 and 2013~~31, ~~the~~2015 ~~Company recorded losses of $32,000~~ and ~~$16,000,~~three ~~respectively, related to its equity in CDO. For the nine~~ months ended ~~September~~March 3031, 2014 ~~and 2013~~, the Company recorded aincome ~~loss~~ of $1351,000 and ~~income of~~ $207,000, respectively, related to its equity in CDO. The Company’s share of ~~the joint venture~~CDO’s income ~~or loss~~ is included in income ~~(loss)~~from on joint venture investment in the accompanying unaudited condensed consolidated statements of operations. At September 30, 2014 and December 31, 2013, the Company’s net investment in CDO was $1.3 million and $1.4 million, respectively. The balance is included in investment in joint venture in the accompanying condensed consolidated balance sheets at September 30, 2014. There were no distributions to the members for the three months ended September 30, 2014. At September 30, 2014 and December 31, 2013, the Company had no loans outstanding from CDO. As of September 30, 2014 and December 31, 2013, the Company had $65,000 and $85,000, respectively, payable to CDO which is included in related party payables on the condensed consolidated balance sheets.

~~CDO~~At ~~leases~~March 31, ~~space~~2015 ~~from~~and December 31, 2014, the Company’s ~~under~~net ainvestment ~~ten-year~~in ~~operating~~CDO ~~lease~~was ~~expiring~~$1.2 inmillion ~~August~~and ~~2022~~$1.2 ~~The~~million, ~~lease~~respectively, ~~has~~which ~~one five-year renewal option. Rent~~ is ~~paid~~included ~~monthly~~in atother 6%assets ~~of sales, as defined~~ in the ~~agreement.~~accompanying ~~CDO~~unaudited ~~also~~condensed ~~pays~~consolidated abalance ~~management fee of 6% of gross sales to Fox~~sheets. ~~Both~~ ~~the lease and the management agreement expire in August of 2022.~~

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.

10. Debt

The following table presents debt outstanding as of March 31, 2015 and December 31, 2014:

($ in thousands)

Face value

Book value

Face value

Book value

Project name/lender

Maturity

~~September~~March 3031, ~~2014~~2015

December 31, ~~2013~~2014

Amended facility -Note A/Vegas HR Private Limited

March 1, 2018 (1)

~~586~~602,~~785~~653

~~524~~547,~~679~~334

~~575~~595,~~213~~658

~~504~~536,~~775~~993

Amended facility -Note B/Vegas HR Private Limited

March 1, 2018 (1)

327,290

~~199~~213,~~026~~267

327,290

~~182~~206,~~075~~369

Second Mortgage - Brookfield Financial

March 1, 2018

30,000

1819,~~072~~228

30,000

1618,~~596~~638

Total debt

~~944~~959,~~075~~943

~~741~~779,~~777~~829

~~932~~952,~~503~~948

~~703~~762,~~446~~000

Current portion of long-term debt

(~~914~~929,~~075~~943

)

(~~723~~760,~~705~~601

)

(~~902~~922,~~503~~948

)

(~~686~~743,~~850~~362

)

Total long term debt

30,000

1819,~~072~~228

30,000

1618,~~596~~638

(1) As discussed in Note 1, Company Structure and Nature of Business, the PIK interest will become due and payable on ~~December~~May 15, ~~2014~~2015. Currently, the Company does not have sufficient funds to satisfy a demand for the PIK interest payment on ~~December~~May 15, ~~2014~~2015, and therefore, the Company could be in default upon notification by the lender. Accordingly, the Amended Facility, supplemental interest, and PIK interest is classified as current as of ~~September~~March 3031, ~~2014~~2015.

The difference between the face and book value of the debt represents debt discounts that are amortized to interest expense using the effective interest method over the term of the debt.

Amended Facility – Note A and Note B

On March 1, 2011, as part of the Assignment, the Company assumed the obligations under the Facility and entered into an amendment thereof (as amended, the “Amended Facility”) pursuant to which the land, building and improvements, equipment, fixtures and all personal properties were pledged as security and collateral.

The Amended Facility has a maturity date of March 1, 2018 and provides for interest only at The London InterBank Offered Rate ("LIBOR") plus 2.5% with a 1.5% LIBOR floor (total of 2.7% at ~~September~~March 3031, ~~2014~~2015). In addition, ~~under the Amended Facility~~ supplemental interest is accrued at a rate sufficient to provide for the greater of 6.5% or LIBOR + 4.0% effective interest rate at maturity after consideration of all prior payments of principal and interest. The rates of accrual are dependent on fluctuations in the applicable LIBOR rate. The Amended Facility has a provision whereby if the cash available for debt service is less than the current interest due, the PIK Interest will be automatically added to the outstanding principal balance of the Amended Facility and shall thereafter accrue interest. In addition, excess cash in the cash management account will be applied to the outstanding PIK interest, supplemental interest and principal according to the terms of the Amended Facility.

Second Mortgage

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. The Second Mortgage is subordinate in right of payment to the Amended Facility. The maturity date of the Second Mortgage is March 1, 2018 and provides for an effective interest rate of 15.0% payable at maturity.

The Amended Facility and Second Mortgage include customary affirmative and negative covenants for similar financings, including, among others, restrictive covenants regarding incurrence of liens, sales orof assets, distributions to affiliates, changes in business, cancellation of indebtedness, dissolutions, mergers and consolidations, as well as limitations on security issuances, transfers of any of the Company’s real property and removal of any material article of furniture, fixture or equipment from the Company’s real property. As of ~~September~~March 3031, ~~2014~~2015, the Company was in compliance with all covenants.

The outstanding PIK interest related to the Amended Facility as of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014 was $5167.43 million and $3960.83 million, respectively. During the three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, the Company recorded PIK interest in the amount of $27.80 million and $6.60 million, respectively. ~~During~~See ~~the~~discussion ~~nine~~in ~~months~~Note ~~ended September 30~~1, ~~2014 and 2013, the~~ Company ~~recorded~~Structure ~~PIK~~and ~~interest~~Nature ~~in the amount~~ of ~~$11.6~~Business ~~million and $13.2 million, respectively. See discussion in Note 1~~ regarding the acceleration of PIK interest on March 1, 2014, the forbearance of such obligation until ~~December~~May 15, ~~2014~~2015, and the Company's ability to meet such obligation.

The fair value of our total debt as of ~~September~~both March 3031, ~~2014~~2015 and December 31, ~~2013~~2014 was $~~555~~610.0 million ~~and $641.3 million~~, ~~respectively,~~ which was determined utilizing a discounted cash flow model. The Company has determined that the fair value of its long-term debt is determined using Level 3 inputs. The discount rate was determined utilizing historical market-based equity returns which are adjusted, as necessary, for entity specific factors.

11. Commitments and Contingencies

Legal and Regulatory Proceedings

The Company and affiliates Brookfield Real Estate Financial Partners, LLC, Brookfield Financial, LLC - Series B, and Brookfield Asset Management (US), Inc. are currently amongst a number of defendants (“Defendants”) in an action commenced by Mace Management Group, LLC (“Mace) and Mandown, LLC (“Mandown”) on June 12, 2012 in Nevada’s Eighth Judicial District Court in Clark County, Nevada (the “Mace/Mandown Action”). The Mace/Mandown Action relates to investments made by Mace/Mandown in Wasted Space Lounge, Rare 120 restaurant, the Johnny Smalls restaurant and Vanity nightclub (collectively, the “Venues”) at the Hard Rock Hotel ~~and~~& Casino Las Vegas. In general, all claims assert that actions taken by Defendants allegedly deprived Mace/Mandown of their initial investment and/or their share of profits from the Venues. The Mace/Mandown Action is still in the discovery phase and management has determined that based on the proceedings to date it does not believe the outcome of this matter will have a material effect on our business, or results of operations or financial condition of the Company.

We are also subject to a variety of other claims and lawsuits that arise in the ordinary course of our business. We do not believe the outcome of these and the other matters disclosed above will have a material effect on our business, results of operations or financial condition. As of March 31, 2015, the Company accrued approximately $3.1 million for all loss contingency matters and our best estimate of reasonably possible losses in excess of the amount accrued is not material to the unaudited condensed consolidated financial statements.

deprived Mace/Mandown of their initial investment and/or their share of profits from the Venues. The Mace/Mandown Action is in the discovery phase and management has determined that based on the proceedings to date it does not believe the outcome of this matter will have a material effect on our business, or results of operations or financial condition of the Company.

We are also subject to a variety of other claims and lawsuits that arise in the ordinary course of our business. We do not believe the outcome of these and the other matters disclosed above will have a material effect on our business, results of operations or financial condition. As of September 30, 2014, the Company accrued approximately $3.1 million for all loss contingency matters and our best estimate of reasonably possible losses in excess of the amount accrued is not material to the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for “forward-looking statements” made by or on behalf of a company. We may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”), which represent our expectations or beliefs concerning future events. Statements containing expressions such as “believes,” “anticipates,” “expects” or other similar words or expressions are intended to identify forward-looking statements. We caution that these and similar statements are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. Although we believe our expectations are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. Important risks and factors that could cause our actual results to differ materially from any forward-looking statements include, but are not limited to, continued adverse economic and market conditions, particularly in levels of spending in the hotel, resort and casino industry in Las Vegas, Nevada; the seasonal nature of the hotel, casino and resort industry; the use of the “Hard Rock” brand name by entities other than us; costs associated with compliance with extensive regulatory requirements; increases in interest rates and operating costs; the ability of the Company to satisfy its PIK interest payment obligations; increases in uninsured and underinsured losses; risks associated with conflicts of interest with entities which control us; the loss of key members of our senior management; the impact of any material litigation; risks related to natural disasters; changes in the competitive environment in our industry; hostilities, including future terrorist attacks, or fear of hostilities that affect travel; and other risks discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 and documents subsequently filed ~~Quarterly~~by ~~Reports~~us onwith ~~Form 10-Q in~~ the ~~section~~SEC, ~~entitled “Risk Factors”~~ and in this report in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 and our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in any forward-looking statements as a result of certain factors, including but not limited to, those factors set forth in the section entitled “Forward-Looking Statements” and elsewhere in this report and in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2013 and subsequently filed Quarterly Reports on Form 10-Q~~2014.

Within this management’s discussion and analysis of financial condition and results of operation for the three months ended March 31, 2015 and ~~nine~~the three months ended ~~September~~March 3031, 2014 ~~and 2013~~, references to the “Company,” “we,” “us,” or “our” refer to BREF HR, LLC.

As is customary for companies in the gaming industry, we present average ~~occupancy rate and average~~ daily rate for the Hard Rock Hotel & Casino Las Vegas including rooms provided on a complimentary basis. Operators of hotels in the lodging industry generally may not follow this practice, as they may present average ~~occupancy rate and average~~ daily rate net of rooms provided on a complimentary basis. We calculate ~~(a)~~ average daily rate by dividing total daily lodging revenue by total daily rooms rented ~~and (b) average occupancy rate by dividing total rooms occupied by total number of rooms available~~. We account for lodging revenue on a daily basis. Rooms provided on a complimentary basis include rooms provided free of charge or at a discount to the rate normally charged to customers as an incentive to use the casino. Complimentary rooms reduce average daily rate for a given period to the extent the provision of such rooms reduces the amount of revenue we would otherwise receive.

The following are key gaming industry-specific measurements we use to evaluate casino revenues. “Table game drop” and “slot machine handle” are used to identify the amount wagered by patrons for a casino table game and slot machine, respectively. “Drop” and “Handle” are abbreviations for table game drop and slot machine handle. “Table game hold percentage” and “slot machine hold percentage” represent the percentage of the total amount wagered by patrons that the casino has won. Such hold percentages are derived by dividing the amount won by the casino by the amount wagered by patrons.

Results of Operations for the Three Months Ended March 31, 2015 Compared to the Results of Operations for the Three Months Ended March 31, 2014



							$ Change			% Change
($ in thousands)	Three months ended March 31, 2015			Three months ended March 31, 2014			2015 vs 2014
statements of operations Data:
Revenues
Casino	$	12,803		$	13,938		$	(1,135	)	(8.1	)%
Lodging	17,379			17,218			161			0.9
Food and beverage	15,365			16,524			(1,159		)	(7.0	)
Entertainment, retail and other	7,341			5,904			1,437			24.3
Gross revenues	52,888			53,584			(696		)	(1.3	)
Less: Promotional allowances	(4,803		)	(4,471		)	(332		)	(7.4	)
Net revenues	48,085			49,113			(1,028		)	(2.1	)

Costs and Expenses
Casino	10,016			7,687			2,329			30.3
Lodging	5,197			5,620			(423		)	(7.5	)
Food and beverage	8,764			10,342			(1,578		)	(15.3	)
Entertainment, retail and other	4,143			4,051			92			2.3
Marketing	2,131			2,408			(277		)	(11.5	)
Fee and expense reimbursements - related party	614			1,189			(575		)	(48.4	)
General and administrative	8,286			8,741			(455		)	(5.2	)
Depreciation and amortization	7,520			7,463			57			0.8
Total costs and expenses	46,671			47,501			(830		)	(1.7	)
Income (loss) from operations	1,414			1,612			(198		)	(12.3	)
Interest income	3			3			—			—
Interest expense	(28,578		)	(25,285		)	(3,293		)	(13.0	)
Income from joint venture investment	51			7			44			628.6
Net loss	$	(27,110	)	$	(23,663	)	$	(3,447	)	(14.6	)%

Casino Revenues. The $1.1 million decrease in casino revenues for the three months ended March 31, 2015 were primarily due to the following:

Table Games. Table games revenues for the three months ended March 31, 2015 decreased $1.4 million or 16.3% to $7.4 million when compared to the same period in 2014. Table game hold percentage decreased to 10.4% from 13.7% due to an enhanced focus in baccarat games.

Slot. A 0.2% increase in slot machine hold percentage more than offset a $1.2 million decrease in slot machine handle resulting in a $125,000 or 2.4% increase in revenue to $5.3 million for the three months ended March 31, 2015 when compared to the same period in 2014. Increased slot machine revenues were due to an increase in programmed casino events.

Lodging Revenues. For the three months ended March 31, 2015, lodging revenues increased $161,000 or 0.9% to $17.4 million when compared to the same period in 2014 primarily due to an increase in average daily rate ("ADR") of $7.06, partially offset by a decrease of 4% (or 5,481 rooms) in occupied rooms to 122,919.

Food and Beverage Revenues. Food and beverage revenues for the three months ended March 31, 2015 decreased $1.2 million when compared to the same period in 2014 primarily due to a decrease in banquet and nightlife revenues of $925,000 and $190,000, respectively.

Entertainment, Retail and Other Revenues. Entertainment, retail and other revenues for the three months ended March 31, 2015 increased $1.4 million or 24.3% to $7.3 million when compared to the same period in 2014 primarily due to more Joint concerts.

~~Results~~Additionally, ofrevenue ~~Operations~~related ~~for~~to ~~the~~intellectual ~~Three~~property ~~Months~~increased ~~Ended~~$666,000 ~~September~~or ~~30,~~86% ~~2014~~to ~~Compared~~$1.4 million primarily due to ~~the~~licensing ~~Results~~revenues from Sioux City and Lake Tahoe of ~~Operations~~$398,000 ~~for~~and $177,000, respectively, not present during the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~September~~March 3031, ~~2013~~2014.

							$ Change			% Change
($ in thousands)	Three months ended September 30, 2014			Three months ended September 30, 2013			2014 vs 2013
Statement of Operations Data:
Revenues
Casino	$	11,500		$	9,666		$	1,834		19.0	%
Lodging	15,862			15,571			291			1.9
Food and beverage	19,564			18,804			760			4.0
Entertainment, retail and other	7,917			8,182			(265		)	(3.2	)
Gross revenues	54,843			52,223			2,620			5.0
Less: Promotional allowances	(4,665		)	(4,902		)	237			4.8
Net revenues	50,178			47,321			2,857			6.0
Costs and Expenses
Casino	8,861			8,808			53			0.6
Lodging	5,256			5,132			124			2.4
Food and beverage	12,082			11,998			84			0.7
Entertainment, retail and other	5,183			5,464			(281		)	(5.1	)
Marketing	2,050			2,317			(267		)	(11.5	)
Management fee and expense reimbursements - related party	587			452			135			29.9
General and administrative	8,675			9,720			(1,045		)	(10.8	)
Depreciation and amortization	7,516			7,428			88			1.2
Pre-opening	—			1			(1		)	(100.0	)
Total costs and expenses	50,210			51,320			(1,110		)	(2.2	)
Income (loss) from operations	(32		)	(3,999		)	3,967			99.2
Interest income	3			4			(1		)	(25.0	)
Interest expense	(28,300		)	(25,088		)	(3,212		)	(12.8	)
Income (loss) on joint venture investment	(32		)	(16		)	(16		)	(100.0	)
Net loss	$	(28,361	)	$	(29,099	)	$	738		2.5	%

Casino Expenses. Casino expenses increased $2.3 million to $10.0 million for the three months ended March 31, 2015 when compared to the same period in 2014 primarily due to increases in returned markers and complementaries expense of $1.0 million and $240,000 respectively.

~~Casino~~Lodging ~~Revenues~~Expenses. ~~The~~Lodging ~~increase~~expenses indecreased ~~casino~~$423,000 ~~revenues~~to $5.2 million for the three months ended ~~September 30~~March 31, ~~2014~~2015 ~~are~~when ~~primarily~~compared to the same period in 2014 mostly due asto ~~follows:~~decreases in payroll, laundry and room amenities expenses.

~~Table~~Food ~~Games~~and Beverage Expenses. ~~Table~~Food ~~games~~and ~~revenues~~beverage expenses for the three months ended ~~September 30~~March 31, ~~2014~~2015 ~~increased~~decreased $1.~~5 million or 33.3% to $~~6.2 million ~~when~~mainly ~~compared~~due to ~~the~~decreases ~~same period~~ in ~~2013. Table~~payroll, ~~game~~cost ~~hold~~of ~~percentage~~sales ~~increased~~and toLive ~~10.4%~~Entertainment ~~from 9~~Taxes.~~1% due to an enhanced focus in baccarat games.~~

~~Slot.~~Entertainment, AnRetail ~~$11.0~~and ~~million~~Other ~~increase~~Expenses. Entertainment, inretail ~~slot~~and ~~machine~~other ~~handle~~expenses ~~more~~increased ~~than~~$92,000 ~~offset~~for athe ~~0.4%~~three ~~decrease~~months inended ~~slot~~March ~~machine~~31, ~~hold~~2015 ~~percentage~~when ~~resulting~~compared into anthe ~~increase~~same ofperiod ~~$263,000~~in or2014 ~~5.3%~~primarily indue ~~revenue~~ to ~~$5.2~~more ~~million~~Joint ~~for~~concerts ~~the three months ended September 30, 2014~~ when compared to the same period in ~~2013. The~~2014 ~~increased~~resulting ~~slot~~in ~~machine~~a ~~revenue~~$244,000 ~~was~~increase ~~due~~in toconcert anexpenses ~~increase~~partially offset by decreases in ~~programmed~~complementaries ~~casino~~and ~~events~~retail expenses of $86,000 and $69,000, respectively.

~~Lodging~~General ~~Revenues~~and Administrative. Decreases ~~For~~in ~~the~~professional ~~three~~services, ~~months~~non-recurring ~~ended~~property ~~September~~inspections ~~30,~~and ~~2014,~~claims ~~lodging~~expenses ~~revenues~~were ~~increased~~partially ~~$291,000~~offset orby ~~1.9%~~an ~~to $15.9~~increase ~~million~~in ~~when~~non-recurring ~~compared~~legal toexpenses, ~~the~~resulting ~~same~~in ~~period~~an inoverall ~~2013. Occupancy~~reduction ~~decreased~~of $455,000 in ~~transient~~general and ~~casino~~administrative ~~segments~~expenses, ~~but~~for the ~~outside~~three ~~travel~~months ~~agent~~ended ~~("OTA")~~March 31, ~~wholesale~~2015 ~~and~~when ~~groups~~compared ~~segments were up significantly translating~~ to anthe ~~overall~~same ~~increase~~period ~~of 8,367 occupied rooms to 131,506, and produced a decrease~~ in ~~average daily rate ("ADR") of $5~~2014.~~44.~~

~~Food~~Depreciation and ~~Beverage Revenues~~Amortization. ~~Food~~The increase of $57,000 in depreciation and ~~beverage~~amortization ~~revenues~~expenses for the three months ended ~~September~~March 3031, ~~2014~~2015 ~~increased~~was ~~$760,000 when compared to the same period in 2013~~ primarily due to aincreased ~~$926,000~~purchases ~~increase~~of ~~in banquet revenues partially offset by a $443~~furniture,~~000~~ ~~decrease~~fixtures inand ~~nightlife revenue~~equipment.

15Interest Expense. The $3.3 million increase in interest expense for the three months ended March 31, 2015 was the result of an increase in the amount of debt during the first three months of 2015.

Entertainment, Retail and Other Revenues. Overall, entertainment, retail and other revenues for the three months ended September 30, 2014 decreased $265,000 or 3.2% to $7.9 million when compared to the same period in 2013. With fewer Joint concerts, entertainment revenues and sponsorship revenues decreased significantly. These decreases were partially offset by a $496,000 increase in licensing revenues.

Casino Expenses. Casino expenses increased slightly by $53,000 to $8.9 million for the three months ended September 30, 2014 when compared to the period in 2013. An increase in returned markers was offset by reductions in payroll and Backstage Pass Rewards Club expenses.

Lodging Expenses. Lodging expenses increased $124,000 to $5.3 million for the three months ended September 30, 2014 when compared to the same period in 2013 mostly due to increased travel agency commissions.

Food and Beverage Expenses. Food and beverage expenses for the three months ended September 30, 2014 increased $84,000 mainly due to an increase in cost of sales.

Entertainment, Retail and Other Expenses. The decrease of $281,000 in entertainment, retail and other expenses for the three months ended September 30, 2014 when compared to the same period in 2013 was primarily due to three fewer Joint concerts when compared to the same period in 2013.

General and Administrative. A $1.2 million decrease in non-recurring legal liability claims expenses were slightly offset by increases in various other expenses resulting in an overall reduction of $1.0 million in general and administrative expenses for the three months ended September 30, 2014 when compared to the same period in 2013.

Depreciation and Amortization. The increase of $88,000 in depreciation and amortization expenses for the three months ended September 30, 2014 was primarily due to increased purchases of furniture, fixtures and equipment.

Interest Expense. The $3.2 million increase in interest expense for the three months ended September 30, 2014 was the result of an increase in the amount of debt as a result of interest being paid in kind during 2013 and the first nine months of 2014.

Results of Operations for the Nine Months Ended September 30, 2014 Compared to the Results of Operations for the Nine Months Ended September 30, 2013

							$ Change			% Change
($ in thousands)	Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			2014 vs 2013
Statement of Operations Data:
Revenues
Casino	$	37,632		$	32,849		$	4,783		14.6	%
Lodging	50,821			47,896			2,925			6.1
Food and beverage	60,791			60,099			692			1.2
Entertainment, retail and other	21,440			26,733			(5,293		)	(19.8	)
Gross revenues	170,684			167,577			3,107			1.9
Less: Promotional allowances	(14,112		)	(15,586		)	1,474			9.5
Net revenues	156,572			151,991			4,581			3.0
Costs and Expenses
Casino	25,600			27,220			(1,620		)	(6.0	)
Lodging	16,412			14,905			1,507			10.1
Food and beverage	36,555			34,617			1,938			5.6
Entertainment, retail and other	14,122			17,449			(3,327		)	(19.1	)
Marketing	6,700			6,762			(62		)	(0.9	)
Management fee and expense reimbursements - related party	3,193			1,366			1,827			133.7
General and administrative	26,024			30,468			(4,444		)	(14.6	)
Depreciation and amortization	22,435			23,469			(1,034		)	(4.4	)
Pre-opening	—			11			(11		)	(100.0	)
Total costs and expenses	151,041			156,267			(5,226		)	(3.3	)
Income (loss) from operations	5,531			(4,276		)	9,807			229.3
Interest income	9			20			(11		)	(55.0	)
Interest expense	(78,307		)	(72,367		)	(5,940		)	(8.2	)
Income (loss) on joint venture investment	(13		)	20			(33		)	(165.0	)
Net loss	$	(72,780	)	$	(76,603	)	$	3,823		5.0	%

Casino Revenues. The increase in casino revenues for the nine months ended September 30, 2014 are primarily due as follows:

Table Games. Table games revenues for the nine months ended September 30, 2014 increased $3.1 million or 17.4% to $21 million when compared to the same period in 2013 despite a $2.2 million decrease in table game drop because the table game hold percentage increased to 11.8% from 10%, mainly due to an increased focus on baccarat.

Slot. Slot machine revenues for the nine months ended September 30, 2014 increased $1.6 million or 10.6% to $16.1 million when compared to the same period in 2013. Slot machine hold percentage increased to 5.8% from 5.7%. The increase in slot revenues was primarily the result of a 9.6% increase in slot machine handle due to an increase in programmed casino events.

Lodging Revenues. The $2.9 million increase in lodging revenues for the nine months ended September 30, 2014 was primarily due to increased occupancy and a $0.97 increase in ADR. Despite a decrease in the transient room segment, total occupied rooms increased 19,675 to 391,190 mainly because group and wholesale segments were up when compared to the same period in 2013.

Food and Beverage Revenues. Banquet revenue was up $3.3 million for the nine months ended September 30, 2014 when compared to the same period in 2013 and was offset by a decrease of $3.2 million in nightlife revenue resulting in an overall increase in food and beverage revenues of $692,000 over prior year to $60.8 million.

Entertainment, Retail and Other Revenues. For the nine months ended September 30, 2014 entertainment, retail and other revenues decreased $5.3 million to $21.4 million due to 6 fewer events when compared to the same period in 2013.

Promotional Allowances. The $1.5 million decrease to $14.1 million in promotional allowances for the nine months ended September 30, 2014 was primarily due to a change in promotional marketing strategy to casino customers.

Casino Expenses. Total casino expenses decreased $1.6 million to $25.6 million for the nine months ended September 30, 2014 when compared to the period in 2013 primarily due to a decline in costs incurred by the Company to provide complementaries to casino customers.

Lodging Expenses. Total lodging expenses for the nine months ended September 30, 2014 were up $1.5 million when compared to the period in 2013, primarily driven by increases in payroll and related expenses of $441,000, travel agency commissions of $307,000 and laundry expenses of $218,000.

Food and Beverage Expenses. Total food and beverage expenses increased $1.9 million to $36.6 million for the nine months ended September 30, 2014. The largest increases were in professional services, contract services and equipment rental.

Entertainment, Retail and Other Expenses. The decrease in entertainment, retail and other expenses of $3.3 million to $14.1 million for the nine months ended September 30, 2014 was due to a decrease in artist fees and related production costs from fewer Joint concerts in 2014.

Management Fee and Expense Reimbursements - Related Party. The $1.8 million increase to $3.2 million in management fee and expense reimbursements — related party for the nine months ended September 30, 2014 was primarily the result of incentive fees incurred under the WG-Harmon Agreements.

General and Administrative. The decrease in non-recurring expenses associated with the timing of certain legal matters led to an overall decrease in general and administrative expenses for the nine months ended September 30, 2014 of $4.4 million to $26.0 million when compared to the same period in 2013.

Depreciation and Amortization. The $1.0 million decrease in depreciation and amortization expenses for the nine months ended September 30, 2014 was primarily the result of intangible assets becoming fully amortized.

Interest Expense. The $5.9 million increase in interest expense to $78.3 million for the nine months ended September 30, 2014 was the result of an increase in the amount of debt and interest being paid in kind during 2013 and the first nine months of 2014.

CRITICAL ACCOUNTING POLICIES

A description of the Company’s critical accounting policies can be found in Item 7 of its Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

LIQUIDITY AND CAPITAL RESOURCES

~~Our~~See ~~ability~~Note to1, ~~service~~Company ~~our~~Structure ~~contractual obligations~~ and ~~commitments~~Nature ~~will be dependent on availability~~ of ~~operating~~Business ~~cash~~ and onNote ~~our future performance~~10, ~~which will be affected by~~Debt, ~~among other things, the status of any potential payments related~~ to our ~~Amended~~unaudited ~~Facility~~condensed asconsolidated ~~described~~financial ~~below~~statements, ~~prevailing~~included ~~economic~~elsewhere ~~conditions~~in ~~and~~this ~~financial,~~Quarterly ~~business~~Report ~~and~~on ~~other~~Form ~~factors, certain of which are beyond our control~~10-Q.

The Amended Facility has a maturity date of March 1, 2018 and provides for interest only at LIBOR plus 2.5% with a 1.5% LIBOR floor (total of 2.7% at September 30, 2014). In addition, under the Amended Facility supplemental interest is accrued at a rate sufficient to provide for the greater of 6.5% or LIBOR + 4.0% effective interest rate at maturity after consideration of all prior payments of principal and interest. The rates of accrual are dependent on fluctuations in the applicable LIBOR rate. The Amended Facility has a provision whereby if the cash available for debt service is less than the current interest due, the interest shortfall will be automatically added to the outstanding principal balance of the Amended Facility and shall thereafter accrue interest, as PIK interest. In addition, excess cash in the cash management account will be applied to the outstanding PIK interest, supplemental interest and principal according to the terms of the Amended Facility.

The outstanding PIK interest as of September 30, 2014 and December 31, 2013 was $51.4 million and $39.8 million, respectively. The PIK interest outstanding as of March 1, 2014, in the amount of $44.3 million, became due and payable on March 1, 2014, as the operating performance of the Company did not meet a specified debt yield threshold for the twelve month period ended 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. The lender entered into a series of amendments to the Forbearance Agreement which each time extended the effective date to which the lender agreed it would not exercise any rights or remedies with respect to the PIK interest. The most recent amendment to the Forbearance Agreement, the Ninth Amendment, is effective as of October 30, 2014, pursuant to which the lender agreed not to exercise any rights or remedies with respect to the PIK interest until December 15, 2014. Currently, the Company does not have sufficient funds to satisfy a demand for the PIK interest payment on December 15, 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. If the Company is unable 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, among other lesser remedies, the lender may declare all unpaid principal and accrued interest, totaling $997.5 million, under the Amended Facility due and payable immediately, in which case, under present circumstances, the Company would not have sufficient funds or other sources of liquidity to pay all such amounts. If this occurs, our business and results of operations would be materially adversely affected. The Company is currently in discussions with the lender but as of the date of the filing the outcome remains uncertain.

The maturity date of the Second Mortgage is March 1, 2018 and provides for an effective interest rate of 15% payable at maturity.

Liquidity Requirements

Short-Term Liquidity Requirements. Currently, the Company does not have sufficient funds to satisfy a demand for the PIK interest payment on ~~December~~May 15, ~~2014~~2015 and therefore, the Company could be in default and its debt could be accelerated upon notification by the lender. The Amended Facility, supplemental interest, and PIK interest are classified as current as of ~~September~~March 3031, ~~2014~~2015. If prevailing interest rates or other factors at the time of any restructuring of our indebtedness or at the time we obtain borrowings from other sources result in higher interest rates, our interest expense could increase, which would harm our business and results of operations. See Note 1, Company Structure and Nature of Business and Note 10, Debt, to our unaudited condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q.

Except for the implications described above related to the Amended Facility, we expect our liquidity requirements to consist primarily of funds necessary to pay operating expenses associated with our subsidiaries’ hotel and casino operations, interest, payment of principal, fees and expenses under certain of our subsidiaries’ loan agreements (including required deposits into reserve accounts) and capital expenditures associated with the Hard Rock Hotel & Casino Las Vegas. Anticipated sources of our liquidity needs include our subsidiaries’ existing working capital, cash provided by our subsidiaries’ operations and our subsidiaries’ non-restricted cash reserves. Excluding the potential implications of the item described above, we expect to be able to meet our short-term liquidity needs through existing working capital and cash provided by our operations. For the nine months ended September 30, 2014, the Company incurred cash interest payments of $13.3 million.

~~Long-Term Liquidity Requirements. Our long-term liquidity requirements include funds necessary to pay debt under the Amended Facility and Second Mortgage.~~ 15

~~Cash~~restricted ~~Flows~~cash ~~for~~reserves. Excluding the ~~Nine~~potential ~~Months~~implications ~~Ended~~of ~~September~~the 30item described above, ~~2014~~we expect to be able to meet our short-term liquidity needs through existing working capital and cash provided by our operations. For the three months ended March 31, 2015, the Company incurred cash interest payments of $2.3 million.

~~Operating~~Long-Term ~~Activities~~Liquidity Requirements. Our ~~operating cash flows primarily consist of our operating income (excluding non~~long-~~cash~~term ~~charges),~~liquidity ~~interest~~requirements ~~paid~~include ~~and~~funds ~~changes~~necessary into ~~working~~pay ~~capital~~debt ~~accounts~~under ~~such~~the asAmended ~~receivables,~~Facility ~~inventories, prepaid expenses~~ and ~~payables~~Second Mortgage. ~~Net~~The ~~cash~~Amended ~~provided~~Facility byrequires ~~operating~~that ~~activities~~the ~~amounted~~Company torepay ~~$7.0~~in ~~million~~full ~~for~~all ~~the~~PIK ~~nine~~interest ~~months~~outstanding ~~ended~~on ~~September 30~~May 15, ~~2014~~2015, ~~compared~~as todiscussed ~~$4.7~~above, ~~million~~and ~~net~~February ~~cash~~29, ~~used~~2016, in ~~operating~~the ~~activities~~event ~~for~~ the ~~nine~~Company ~~months~~has ~~ended~~not ~~September~~made ~~30,~~sufficient ~~2013.~~payments ~~The~~to ~~increase~~the inlender ~~net~~to ~~cash~~provide ~~provided~~a byspecified ~~operating~~debt ~~activities~~yield, ~~primarily~~according ~~relates~~ to the ~~change~~terms specified in ~~working capital for~~ the ~~nine~~Amended ~~months~~Facility ~~ended~~and ~~September~~as ~~30,~~discussed ~~2014~~below.

~~Investing~~The ~~Activities.~~Amended ~~Net~~Facility ~~cash~~has ~~used~~a inmaturity ~~investing~~date ~~activities~~of ~~amounted~~March to1, ~~$3.8~~2018 ~~million~~and provides for ~~the~~interest ~~nine~~only ~~months~~at ~~ended~~LIBOR ~~September~~plus 302.5% with a 1.5% LIBOR floor (total of 4% at March 31, ~~2014~~2015). In addition, ~~compared~~under the Amended Facility supplemental interest is accrued at a rate sufficient to $3provide for the greater of 6.75% ~~million~~or ~~net~~LIBOR ~~cash~~+ ~~used~~4% effective interest rate at maturity after consideration of all prior payments of principal and interest. The rates of accrual are dependent on fluctuations in ~~investing~~the ~~activities~~applicable LIBOR rate. As noted above, the Company does not have sufficient funds to satisfy a demand for the ~~nine~~PIK ~~months~~interest ~~ended~~payment ~~September~~on 30May 15, ~~2013.~~2015, ~~The~~due ~~increase~~under ~~primarily~~its ~~relates~~Amended toFacility ~~increased~~and ~~restricted~~therefore, ~~cash~~the ~~contribution~~Company ~~during~~would be in default and its debt could be accelerated upon notification by the ~~nine~~lender. See ~~months~~Note ~~ended~~1, ~~September~~Company 30Structure and Nature of Business and Note 10, ~~2014~~Debt, to our unaudited condensed consolidated financial statements, included elsewhere in this Quarterly Report on Form 10-Q.

19Cash Flows for the Three Months Ended March 31, 2015

~~Financing~~Operating Activities. ~~Net~~Our operating cash ~~used~~flows primarily consist of our operating income (excluding non-cash charges), interest paid and changes in ~~financing~~working capital accounts such as receivables, inventories, prepaid expenses and payables. Net cash provided by operating activities amounted to $~~339,000~~5.1 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, compared to $~~531,000~~2.5 million net cash ~~used~~provided by operating activities for the three months ended March 31, 2014. The increase in ~~financing~~net cash provided by operating activities primarily relates to the change in working capital for ~~nine~~the three months ended ~~September~~March 3031, ~~2013~~2015.

Investing Activities. Net cash used in investing activities amounted to $0.6 million for the three months ended March 31, 2015, compared to $1.0 million net cash used in investing activities for the three months ended March 31, 2014. The decrease primarily relates to increased restricted cash withdrawals during the three months ended March 31, 2015.

Financing Activities. Net cash used in financing activities amounted to $87,000 for the three months ended March 31, 2015, compared to $200,000 net cash used in financing activities for three months ended March 31, 2014.

Capital Expenditures, Interest Expense and Reserve Funds

The Company is obligated to maintain reserve funds for capital expenditures at the Hard Rock Hotel & Casino Las Vegas as determined pursuant to the Amended Facility. These capital expenditures relate primarily to the periodic replacement or refurbishment of furniture, fixtures and equipment. The Amended Facility requires subsidiaries of the ~~subsidiaries~~Company 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 and requires that the funds be set aside in restricted cash. As of ~~September~~March 3031, ~~2014~~2015, the Company had restricted cash in a working capital reserve account of $15 million, and an additional $57.92 million was available in restricted cash reserves for future capital expenditures in the replacements and refurbishments reserve fund.

Pursuant to ~~gaming~~Nevada ~~requirements~~Gaming Control Board Regulation 6.150 and the Amended Facility, certain of our subsidiaries maintain up to $8 million in reserve for their gaming operations, which in accordance with the Amended Facility is not deposited into the cash management account described above.

20Off-Balance-Sheet Arrangements

We do not have any off-balance-sheet arrangements or guarantees, such as performance guarantees, keep-well agreements or indemnities in favor of third parties that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The outstanding debt under the Amended Facility has a variable interest rate. We use some derivative financial instruments, primarily interest rate caps, to manage our exposure to interest rate risks related to our floating rate debt. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors. As of ~~September~~March 3031, ~~2014~~2015, our total outstanding variable rate debt ~~was~~had a face value of approximately $~~914~~929.19 million.

At ~~September~~March 3031, ~~2014~~2015, the LIBOR rate was 0.~~157~~173% on the total outstanding debt. Due to a LIBOR floor of 1.5% currently in place under the Amended Facility, the LIBOR rate would have to exceed the LIBOR floor for our interest expense to be affected and any decrease in interest rates would not decrease interest expense. AsSubject to the LIBOR floor, as of ~~September~~March 3031, ~~2014~~2015, a hypothetical 1% increase in market rates above the LIBOR floor of 1.5% to 2.5% would increase interest expense for the next twelve months by $9.56 million and a hypothetical 2% increase in market rates above the LIBOR floor of 1.5% to 3.5% would increase interest expense for the next twelve months by $1819.91 million. Due to the LIBOR floor, a decrease in market interest rates would not decrease our annual interest expense.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of our principal executive and financial officers, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~September~~March 3031, ~~2014~~2015. Based on that evaluation, management has concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting during the Quarter Ended ~~September~~March 3031, ~~2014~~2015

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For discussions of legal proceedings, refer to Note 11, Commitments and Contingencies, to our unaudited condensed consolidated financial statements, included elsewhere in this ~~Quarter~~Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

You should carefully consider the risks discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results and future prospects. We do not believe that there have been any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

2117

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

~~Exhibit 31(a), (b) Rule 13a-14(a)/15d-14(a) Certifications~~ 18

Exhibit 32(a), (b) 18 U.S.C. Section 1350 Certifications



EXHIBIT NUMBER		DESCRIPTION

2.1*		Agreement to Transfer in Lieu of Foreclosure and Settlement Agreement dated as of March 1, 2011 by and among HRHH Hotel/Casino, LLC, HRHH Development, LLC, HRHH Gaming, LLC, HRHH IP, LLC, HRHH Cafe, LLC, HRHH Gaming Senior Mezz, LLC, HRHH JV Senior Mezz, LLC, HRHH Gaming Junior Mezz, LLC, HRHH Junior Mezz Two, LLC, HRHH Gaming Junior Mezz Two, LLC, Hard Rock Hotel, Inc., Hard Rock Hotel Holdings, LLC, Morgans Group LLC, DLJ MB IV HRH, LLC, Morgans Hotel Group Management LLC, BREF HR, LLC, NRFC HRH Holdings, LLC, Vegas HR Private Limited and Brookfield Financial, LLC—Series B; previously filed as Exhibit 2.1 to the Company’s registration statement on Form 10 (File No. 000-54532) filed on October 24, 2011.

3.1*		Certificate of Formation, dated as of February 11, 2011, for BREF HR, LLC; previously filed as Exhibit 3.1 to the Company’s registration statement on Form 10 (File No. 000-54532) filed on October 24, 2011.

3.2*		Limited Liability Company Agreement, dated as of March 1, 2011, for BREF HR, LLC by BREF HR Management, LLC, Brookfield Financial, LLC – Series B, Michele A. Dreyer and Mary S. Stawikey; previously filed as Exhibit 3.2 to the Company’s registration statement on Form 10 (File No. 000-54532) filed on October 24, 2011.

10.1*		Fourth Amended and Restated Loan Agreement, dated as of March 1, 2011 by and among HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC, HRHH Gaming, LLC and Vegas HR Private Limited; previously filed as Exhibit 10.1 to the Company’s registration statement on Form 10 (File No. 000-54532) filed on October 24, 2011.

10.2*		Second Mortgage Loan Agreement, dated as of March 1, 2011, among HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC, HRHH Gaming, LLC and Brookfield Financial, LLC – Series B; previously filed as Exhibit 10.2 to the Company’s registration statement on Form 10 (File No. 000-54532) filed on October 24, 2011.

10.3*		Amended and Restated Resort Management Agreement dated as of June 15, 2012 by and between HRHH Hotel/Casino, LLC, HRHH Development, LLC, HRHH IP, LLC, HRHH Cafe, LLC and WG-Harmon, LLC; previously filed as Exhibit 10.4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

10.4*		Trademark License and Cooperation Agreement dated as of June 7, 1996 by and between Rank Licensing, Inc. and Peter A. Morton; previously filed as Exhibit 10.7 to the Company’s registration statement on Form 10 (File No. 000-54532) filed on October 24, 2011.

10.5*		Omnibus Amendment and Joinder to Fourth Amended and Restated Loan Agreement and Loan Documents, dated as of June 15, 2012 by and among HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC, HRHH Gaming, LLC and Vegas HR Private Limited; previously filed as Exhibit 10.7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Interactive data files pursuant to Rule 405 of Regulation S-T.
*Previously filed

~~Exhibit 101 Interactive data files pursuant to Rule 405 of Regulation S-T~~19

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.

	BREF HR, LLC, by its manager, BREF HR Management, LLC
November 12, 2014	By:	/s/ Andrea Balkan
May 14, 2015	By:	/s/ Andrea Balkan
		Andrea Balkan
		Authorized Representative

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William Warner	Principal Executive Officer	~~November~~May 1214, ~~2014~~2015
William Warner
/s/ Chad Konrad	Principal Financial Officer	~~November~~May 1214, ~~2014~~2015
Chad Konrad

2320

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