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10-Q 1 d10q.htm FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







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

For the quarterly period ended June 30, 2009

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number 000-50635





COLONY RESORTS LVH

ACQUISITIONS, LLC

(Exact Name of Registrant as Specified in its Charter)







|                                               |  |                                        
|---------------------------------------------- |  | ---------------------------------------
|NEVADA                                         |  | 41-2120123                             
|(State or Other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification Number)
|                                               | 
|3000 PARADISE ROAD LAS VEGAS, NEVADA           |  | 89109                                  
|(Address of Principal Executive Offices)       |  | (Zip Code)                             

702-732-5111

(Registrants Telephone Number, Including Area Code)





Indicate by check mark whether the Registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant 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   ̈

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

As of August 13, 2009 there were 1.5 Class A Membership Units outstanding and there were 1,500,000 Class B Membership Units outstanding.









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COLONY RESORTS LVH ACQUISITIONS, LLC

FORM 10-Q

TABLE OF CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                 |  |     
|           |  |                                                                                      
|ITEM 1.    |  | FINANCIAL STATEMENTS                                                                  |  |     
|           |  |                                                                                      
|           |  | COLONY RESORTS LVH ACQUISITIONS, LLC                                                  |  |     
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS:                                     |  |     
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED BALANCE SHEETS                                                    |  | 1   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF OPERATIONS                                          |  | 2   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF OPERATIONS                                          |  | 3   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                                          |  | 4   
|           |  |                                                                                      
|           |  | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                                     |  | 5   
|           |  |                                                                                      
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 10  
|           |  |                                                                                      
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 19  
|           |  |                                                                                      
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |  | 20  
|           |  |                                                                                      
|PART II.   |  | OTHER INFORMATION                                                                     |  | 21  
|           |  |                                                                                      
|ITEM 6.    |  | EXHIBITS                                                                              |  | 21  
|           | 
|SIGNATURES |  | 24                                                                                   



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ITEM 1.        FINANCIAL STATEMENTS



COLONY RESORTS LVH ACQUISITIONS, LLC

CONDENSED BALANCE SHEETS

(in
thousands)

|                                                                                                                       |  |              |         |                   |   |        
|---------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ----------------- | - | -------
|                                                                                                                       |  | June 30,2009 |         | December 31,2008*
|                                                                                                                       |  | (Unaudited)  |         |                  
|Assets                                                                                                                 |  |              |         |                   |   |        
|CURRENT ASSETS:                                                                                                        |  |              |         |                   |   |        
|Cash and equivalents                                                                                                   |  | $            | 26,316  |                   | $ | 32,444 
|Restricted cash                                                                                                        |  |              | 7,813   |                   |   | 8,107  
|Accounts receivable, net of allowance for doubtful accounts of $6,839 at June 30, 2009 and $7,153 at December 31, 2008 |  |              | 9,323   |                   |   | 11,942 
|Inventories                                                                                                            |  |              | 2,989   |                   |   | 3,047  
|Prepaid expenses and other current assets                                                                              |  |              | 5,970   |                   |   | 5,238  
|                                                                                                                       |  |              |         |                   |   |        
|Total current assets                                                                                                   |  |              | 52,411  |                   |   | 60,778 
|PROPERTY AND EQUIPMENT, NET                                                                                            |  |              | 335,472 |                   |   | 342,267
|RESTRICTED CASH                                                                                                        |  |              | 3,549   |                   |   | 2,549  
|OTHER ASSETS, NET                                                                                                      |  |              | 1,850   |                   |   | 958    
|                                                                                                                       |  |              |         |                   |   |        
|Total assets                                                                                                           |  | $            | 393,282 |                   | $ | 406,552
|                                                                                                                       |  |              |         |                   |   |        
|                                                                                                                       |  |             
|Liabilities and Members Equity                                                                                        |  |              |         |                   |   |        
|CURRENT LIABILITIES:                                                                                                   |  |              |         |                   |   |        
|Accounts payable                                                                                                       |  | $            | 5,824   |                   | $ | 7,589  
|Current portion of term loan                                                                                           |  |              | 20,000  |                   |   |       
|Accrued expenses                                                                                                       |  |              | 23,117  |                   |   | 27,136 
|Due to affiliates                                                                                                      |  |              | 807     |                   |   | 767    
|                                                                                                                       |  |              |         |                   |   |        
|Total current liabilities                                                                                              |  |              | 49,748  |                   |   | 35,492 
|TERM LOAN, less current portion                                                                                        |  |              | 230,000 |                   |   | 250,000
|LONG TERM DEPOSITS                                                                                                     |  |              | 61      |                   |   | 61     
|                                                                                                                       |  |              |         |                   |   |        
|Total liabilities                                                                                                      |  |              | 279,809 |                   |   | 285,553
|COMMITMENTS AND CONTINGENCIES                                                                                          |  |              |         |                   |   |        
|REDEEMABLE MEMBERS EQUITY                                                                                             |  |              | 60,000  |                   |   | 60,000 
|MEMBERS EQUITY                                                                                                        |  |              | 53,473  |                   |   | 60,999 
|                                                                                                                       |  |              |         |                   |   |        
|Total liabilities and members equity                                                                                  |  | $            | 393,282 |                   | $ | 406,552
|                                                                                                                       |  |              |         |                   |   |        



|* | Condensed from audited financial statements.
|- | --------------------------------------------

See notes to
the unaudited condensed financial statements.



1



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COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except unit data)



|                                                            |  |                                        |              |   |                                        |   |              |  
|----------------------------------------------------------- |  | -------------------------------------- | ------------ | - | -------------------------------------- | - | ------------ | -
|                                                            |  | For the threemonths endedJune 30, 2009 |              |   | For the threemonths endedJune 30, 2008 |  
|Revenues:                                                   |  |                                        |              |   |                                        |   |              |  
|Casino                                                      |  | $                                      | 16,841       |   |                                        | $ | 24,818       |  
|Rooms                                                       |  |                                        | 17,295       |   |                                        |   | 31,647       |  
|Food and beverage                                           |  |                                        | 14,081       |   |                                        |   | 19,802       |  
|Other revenue                                               |  |                                        | 2,743        |   |                                        |   | 6,104        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Total revenue                                               |  |                                        | 50,960       |   |                                        |   | 82,371       |  
|Less: promotional allowances                                |  |                                        | (5,748       | ) |                                        |   | (6,914       | )
|                                                            |  |                                        |              |   |                                        |   |              |  
|Net revenues                                                |  |                                        | 45,212       |   |                                        |   | 75,457       |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Expenses:                                                   |  |                                        |              |   |                                        |   |              |  
|                                                            |  |                                       
|Casino                                                      |  |                                        | 15,482       |   |                                        |   | 18,471       |  
|Rooms                                                       |  |                                        | 7,146        |   |                                        |   | 9,006        |  
|Food and beverage                                           |  |                                        | 10,007       |   |                                        |   | 14,528       |  
|Other expense                                               |  |                                        | 2,222        |   |                                        |   | 3,926        |  
|General and administrative                                  |  |                                        | 13,435       |   |                                        |   | 17,464       |  
|Depreciation and amortization                               |  |                                        | 5,252        |   |                                        |   | 5,066        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Total expense                                               |  |                                        | 53,544       |   |                                        |   | 68,461       |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Operating (loss) / income                                   |  |                                        | (8,332       | ) |                                        |   | 6,996        |  
|Interest expense                                            |  |                                        | 2,220        |   |                                        |   | 3,602        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Net (loss) / income                                         |  | $                                      | (10,552      | ) |                                        | $ | 3,394        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Net (loss) / income allocation                              |  |                                        |              |   |                                        |   |              |  
|Allocable to Class A                                        |  | $                                      |             |   |                                        | $ |             |  
|Allocable to Class B                                        |  | $                                      | (10,552      | ) |                                        | $ | 3,394        |  
|Basic weighted average Class A membership units outstanding |  |                                        | 1.50         |   |                                        |   | 1.50         |  
|Basic weighted average Class B membership units outstanding |  |                                        | 1,500,000.00 |   |                                        |   | 1,500,000.00 |  
|Diluted weighted average membership units outstanding       |  |                                        | 1,500,001.50 |   |                                        |   | 1,666,668.67 |  
|Net (loss) / income per Class A membership unit-basic       |  | $                                      | (7.03        | ) |                                        | $ | 2.26         |  
|Net (loss) / income per Class B membership unit-basic       |  | $                                      | (7.03        | ) |                                        | $ | 2.26         |  
|Per membership unit-diluted                                 |  | $                                      | (7.03        | ) |                                        | $ | 2.04         |  

See notes to the unaudited condensed financial statements.



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COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except unit data)



|                                                            |  |                                      |              |   |                                      |   |              |  
|----------------------------------------------------------- |  | ------------------------------------ | ------------ | - | ------------------------------------ | - | ------------ | -
|                                                            |  | For the sixmonths endedJune 30, 2009 |              |   | For the sixmonths endedJune 30, 2008 |  
|Revenues:                                                   |  |                                      |              |   |                                      |   |              |  
|Casino                                                      |  | $                                    | 40,296       |   |                                      | $ | 51,253       |  
|Rooms                                                       |  |                                      | 40,038       |   |                                      |   | 66,353       |  
|Food and beverage                                           |  |                                      | 30,564       |   |                                      |   | 41,286       |  
|Other revenue                                               |  |                                      | 6,683        |   |                                      |   | 12,244       |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Total revenue                                               |  |                                      | 117,581      |   |                                      |   | 171,136      |  
|Less: promotional allowances                                |  |                                      | (12,277      | ) |                                      |   | (15,061      | )
|                                                            |  |                                      |              |   |                                      |   |              |  
|Net revenues                                                |  |                                      | 105,304      |   |                                      |   | 156,075      |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Expenses:                                                   |  |                                      |              |   |                                      |   |              |  
|                                                            |  |                                     
|Casino                                                      |  |                                      | 31,580       |   |                                      |   | 38,977       |  
|Rooms                                                       |  |                                      | 14,053       |   |                                      |   | 17,566       |  
|Food and beverage                                           |  |                                      | 20,634       |   |                                      |   | 28,981       |  
|Other expense                                               |  |                                      | 4,680        |   |                                      |   | 7,585        |  
|General and administrative                                  |  |                                      | 26,920       |   |                                      |   | 34,836       |  
|Depreciation and amortization                               |  |                                      | 10,490       |   |                                      |   | 10,119       |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Total expense                                               |  |                                      | 108,357      |   |                                      |   | 138,064      |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Operating (loss) / income                                   |  |                                      | (3,053       | ) |                                      |   | 18,011       |  
|Interest expense                                            |  |                                      | 4,473        |   |                                      |   | 7,989        |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Net (loss) / income                                         |  | $                                    | (7,526       | ) |                                      | $ | 10,022       |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Net (loss) / income allocation                              |  |                                      |              |   |                                      |   |              |  
|Allocable to Class A                                        |  | $                                    |             |   |                                      | $ |             |  
|Allocable to Class B                                        |  | $                                    | (7,526       | ) |                                      | $ | 10,022       |  
|Basic weighted average Class A membership units outstanding |  |                                      | 1.50         |   |                                      |   | 1.50         |  
|Basic weighted average Class B membership units outstanding |  |                                      | 1,500,000.00 |   |                                      |   | 1,500,000.00 |  
|Diluted weighted average membership units outstanding       |  |                                      | 1,500,001.50 |   |                                      |   | 1,666,668.67 |  
|Net (loss) / income per Class A membership unit-basic       |  | $                                    | (5.02        | ) |                                      | $ | 6.68         |  
|Net (loss) / income per Class B membership unit-basic       |  | $                                    | (5.02        | ) |                                      | $ | 6.68         |  
|Per membership unit-diluted                                 |  | $                                    | (5.02        | ) |                                      | $ | 6.01         |  

See notes to the unaudited condensed financial statements.



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COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------------------ | ------ | - | ------------------------------------ | - | ------ | -
|                                                                                                       |  | For the sixmonths endedJune 30, 2009 |        |   | For the sixmonths endedJune 30, 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                  |  |                                      |        |   |                                      |   |        |  
|Net (loss) / income                                                                                    |  | $                                    | (7,526 | ) |                                      | $ | 10,022 |  
|Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities: |  |                                      |        |   |                                      |   |        |  
|Depreciation and amortization                                                                          |  |                                      | 10,490 |   |                                      |   | 10,119 |  
|Valuation change in interest rate cap agreement                                                        |  |                                      |       |   |                                      |   | 6      |  
|Amortization of deferred financing costs                                                               |  |                                      | 334    |   |                                      |   | 606    |  
|Provision for doubtful accounts                                                                        |  |                                      | 14     |   |                                      |   | 1,434  |  
|Changes in assets and liabilities:                                                                     |  |                                      |        |   |                                      |   |        |  
|Accounts receivable                                                                                    |  |                                      | 2,605  |   |                                      |   | (386   | )
|Inventories                                                                                            |  |                                      | 58     |   |                                      |   | 232    |  
|Prepaid expenses and other current assets                                                              |  |                                      | (1,012 | ) |                                      |   | (2,411 | )
|Other assets                                                                                           |  |                                      | 234    |   |                                      |   | 1,230  |  
|Accounts payable                                                                                       |  |                                      | (2,940 | ) |                                      |   | (6,437 | )
|Accrued expenses                                                                                       |  |                                      | (4,019 | ) |                                      |   | (2,079 | )
|Due to affiliates                                                                                      |  |                                      | 40     |   |                                      |   | (629   | )
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|Net cash (used in) / provided by operating activities                                                  |  |                                      | (1,722 | ) |                                      |   | 11,707 |  
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                  |  |                                      |        |   |                                      |   |        |  
|Additions to property and equipment                                                                    |  |                                      | (3,695 | ) |                                      |   | (5,060 | )
|Increase in restricted cash                                                                            |  |                                      | (706   | ) |                                      |   | (986   | )
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|Net cash used in investing activities                                                                  |  |                                      | (4,401 | ) |                                      |   | (6,046 | )
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                  |  |                                      |        |   |                                      |   |        |  
|Proceeds from Term Loan                                                                                |  |                                      |       |   |                                      |   | 5,752  |  
|Debt issuance costs                                                                                    |  |                                      | (5     | ) |                                      |   |       |  
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|Net cash (used in) / provided by investing activities                                                  |  |                                      | (5     | ) |                                      |   | 5,752  |  
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|(Decrease) / increase in cash and equivalents                                                          |  |                                      | (6,128 | ) |                                      |   | 11,413 |  
|Cash and equivalents at beginning of year                                                              |  |                                      | 32,444 |   |                                      |   | 23,645 |  
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|Cash and equivalents at end of period                                                                  |  | $                                    | 26,316 |   |                                      | $ | 35,058 |  
|                                                                                                       |  |                                      |        |   |                                      |   |        |  
|Supplemental Cash Flow Disclosure:                                                                     |  |                                      |        |   |                                      |   |        |  
|Cash paid for interest                                                                                 |  | $                                    | 3,552  |   |                                      | $ | 7,337  |  
|                                                                                                       |  |                                      |        |   |                                      |   |        |  

See notes to the unaudited condensed financial statements.



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the
Company), was formed under the laws of the State of Nevada on December 18, 2003. The Company owns and operates the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the Hotel or the Property).
The Company licenses from HLT Existing Franchise Holding, LLC, an affiliate of Hilton Hotels Corporation (Hilton) the right to participate in Hiltons reservation system and Hiltons HHonors Programs.

The Companys members consist of (1) Colony Resorts LVH Holdings, LLC (Holdings), which is a wholly owned subsidiary of Colony VI,
a discrete investment fund managed by an affiliate of Colony Capital, (2) Colony Resorts LVH Co-Investment Partners, L.P. (Co-Investment Partners), (3) Colony Resorts LVH Coinvestment Voteco, LLC (Coinvestment
Voteco) and (4) Colony Resorts LVH Voteco, LLC (Voteco), each of which purchased Class A or Class B Membership Units on June 18, 2004 in connection with the equity financing described in Note 5, (5) WH/LVH
Managers Voteco, LLC (Whitehall Voteco) which acquired certain Class A Membership Units from Co-Investment Voteco on July 19, 2006 and (6) Nicholas L. Ribis (Mr. Ribis) who acquired certain Class A and
Class B Membership Units from Voteco and Holdings, respectively, on November 21, 2006.

Prior to June 18, 2004, the Company had
conducted no business other than in connection with the execution of the Purchase and Sale Agreement, relating to the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation (LVH)
(the Acquisition). LVH is a wholly owned subsidiary of Caesars Entertainment, Inc., formerly Park Place Entertainment Corporation (Caesars) that prior to the Acquisition operated the Hotel. Commencing June 18, 2004, the
operations, assets and liabilities of the Property are included in the Companys financial statements.

Interim Financial Statements

The accompanying condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include
normal recurring adjustments) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods have been made. The results for the six-months ended June 30, 2009, are not necessarily
indicative of results to be expected for the full fiscal year.

These financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 2008, included in the Companys Annual Report on Form 10-K for the year ended December 31, 2008.

In preparing the accompanying unaudited condensed consolidated financial statements, the Company has reviewed, as determined necessary by the
Companys management, events that have occurred after June 30, 2009, up until the issuance of the financial statements which occurred on August 13, 2009

Use of Estimates

The preparation of the unaudited condensed financial statements in accordance with
accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses; including related disclosure of contingent
assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to asset impairments, accruals for slot and table game marketing points, compensation and related benefits, revenue recognition, allowance
for doubtful accounts, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of
SFAS No. 133. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys
financial position, financial performance, and cash flows. This statement was adopted January 1, 2009. SFAS No. 161 did not have a material impact on the Companys financial position, results of operations or cash flows.

On April 9, 2009, the Financial Accounting Standards Board (FASB) issued Staff Position SFAS 107-1 and Accounting Principles Board (APB) Opinion
No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1 and APB 28-1). FSP 107-1 amends FASB Statement No. 107, Disclosures about Fair Values of Financial Instruments, to require
disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. APB 28-1 amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all
interim financial statements. FSP 107-1 and APB 28-1 are effective for interim periods ending after June 15, 2009 and the Company has adopted them in second quarter 2009. See Note 11.

On April 9, 2009, the FASB issued Staff Position SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 provides additional guidance in estimating fair value under statement No. 157, Fair Value Measurements (SFAS 157),
when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate
a transaction is not orderly. FSP 157-4 is effective for interim periods ending after June 15, 2009, and the Company has adopted its provisions during second quarter 2009. FSP 157-4 did not have a significant impact on the Companys
financial position, results of operations, cash flows, or disclosures for second quarter 2009.

On April 9, 2009, the FASB issued
Staff Position SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2). FSP 115-2 provides guidance in determining whether impairments in debt securities are other than temporary, and
modifies the presentation and disclosures surrounding such instruments. FSP 115-2 is effective for interim periods ending after June 15, 2009, and the Company has adopted its provisions for second quarter 2009. FSP 115-2 did not have a
significant impact on the Companys financial position, results of operations, cash flows, or disclosures for second quarter 2009.

In
June 2009, the FASB issued statement No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). Among other items, SFAS 167 responds to concerns about the application of certain key provisions of FIN 46(R), including
those regarding the transparency of the involvement with variable interest entities. SFAS 167 is effective for calendar year companies beginning on January 1, 2010. The Company has not yet determined the impact that adoption of SFAS 167 will
have on its financial position, results of operations, cash flows, or disclosures.

In May 2009, the FASB issued Statement No. 165,
Subsequent Events (SFAS 165). SFAS 165 modifies the definition of what qualifies as a subsequent event  those events or transactions that occur following the balance sheet date, but before the financial statements are issued, or
are available to be issued  and requires companies to disclose the date through which it has evaluated subsequent events and the basis for determining that date. The Company adopted the provisions of SFAS 165 during second quarter 2009, in
accordance with the effective date.

2. NEW TERM LOAN

On May 11, 2006, the Company entered into a new Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. (the Term Loan). The Term Loan was for an initial principal amount of $209.2 million
and for an initial term of two years. The Company has drawn an additional $40.8 million against the Term Loan, the maximum funding of the Term Loan. Covenants under the term loan restrict the Companys future borrowing capacity.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The loan had an original
two-year term and three, one-year extensions. The first one-year extension was exercised and the loan had a due date of June 2, 2009. Interest currently accrues at a rate of one month LIBOR plus 2.9%. The Term Loan is collateralized by a first
priority deed of trust on the Hotel.

Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with LIBOR strike
rate of 5.75% for the first two years of the Term Loan and 6.25% when the loan was extended. As of June 30, 2009 the purchase price of the interest rate caps have been fully amortized.

The Company was granted an extension to renegotiate the terms of the second one-year extension. The Company anticipates entering into an agreement which
extends the loan for two years, will be effective as of June 1, 2009 and will have a maturity date of June 1, 2011. The Company will be required to 1) pay an initial principal payment of $15.0 million, 2) pay an extension fee of
$1.175 million, 3) pay an exit fee of $75,000 for the initial principal payment, 4) purchase an interest rate cap, and 5) pay any out-of-pocket expenses incurred by the lender. On October 30, 2009 the Company will be required to pay an
additional payment of $5.0 million and an exit fee of $25,000 for the additional principal payment. Interest on the loan will be based on LIBOR with a minimum LIBOR rate of 1.5%. Interest will increment to LIBOR plus 3.5% from July 2009 through May
2010 and LIBOR plus 4.0% from June 2010 through May 2011.

The fair value of the Term Loan approximates its carrying amount based on the
variable nature of the facility.

3. RELATED PARTY TRANSACTIONS

The Company entered into a Services Agreement, Joint Services Agreement and Joint Marketing Agreement with Resorts International Hotel, Inc. (Resorts) an affiliate of the Company (through common control)
on June 18, 2004. On April 25, 2005, the Joint Services Agreement and the Joint Marketing Agreement were amended and restated to add RIH Resorts, LLC, an affiliate of the Company (through common control), as a party to the agreements.
These agreements provide for an initial term of three years with automatic one year renewal periods. The agreements provide that the Company and Resorts will cooperatively develop and implement joint services and marketing programs.

The Company provides and/or receives services from affiliated companies. The total net value of services received from the affiliated companies was
approximately $1,131,000 for the six months ended June 30, 2009 and $2,917,000 for the six months ended June 30, 2008.

4. REDEEMABLE
MEMBERS EQUITY

In connection with the closing of the Acquisition, the Company, Voteco, Co-Investment Voteco, Co-Investment
Partners and Holdings entered into a Sale Right Agreement, dated June 18, 2004 (the Sale Right Agreement). Pursuant to the terms of Co-Investment Partners partnership agreement, at any time after May 23, 2008, Whitehall
(a limited partner in Co-Investment Partners and an affiliate of Goldman Sachs Commercial Mortgage Capital, L.P., the lender under the new Term Loan) has the right to request that Co-Investment Partners purchase all of Whitehalls interest in
Co-Investment Partners at a purchase price determined by Whitehall. Pursuant to the Sale Right Agreement, upon receiving notice from Whitehall that it has exercised the sale right the Company must, within forty-five days elect to either
(i) purchase that portion of the Class B Membership Units which represent Whitehalls interest in Co-Investment Partners or (ii) sell the Company in its entirety. If the Company elects not to redeem the Class B Membership Units, it
must appoint Goldman Sachs & Co. as its sole and exclusive agent for a period of one year to seek to sell the Company at a price extrapolated from the price Whitehall established for its interest in Co-Investment Partners. In addition, on
June 18, 2010, if the Company has not been sold pursuant to sale right above or otherwise, the Company shall appoint Goldman Sachs & Co. as its sole agent to seek to sell the Company at the best price obtainable unless Whitehall and
Co-Investment Partners both agree not to sell the Company or to postpone such sale. For purposes of the diluted membership unit calculation, it is assumed that the redemption of Whitehalls interest or sale of the property will be consummated
at fair value. To date, Whitehall has chosen not to exercise its sale right.

5. MEMBERSHIP INTERESTS

In connection with and immediately prior to the Acquisition, the Company issued Class A Membership Units (Class A Units) to Co-Investment
Voteco and Voteco on a pro rata basis in proportion to the equity contributions made by each entity. In addition, the Company issued Class B Membership Units (Class B Units and together with the Class A Units, the Membership
Units) to Co-Investment Partners and to Holdings, on a pro rata basis in proportion to the equity contributions made by each entity. All of these



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

entities are existing affiliates of the
Company. Pursuant to the Operating Agreement and following receipt of all required approvals from the Nevada Gaming Commission, Co-Investment Voteco transferred certain Class A Units to Whitehall Voteco, and as a result, Whitehall Voteco joined
the Company as a member and became a party to the Operating Agreement effective July 19, 2006. Pursuant to an Option Agreement between Mr. Ribis, Voteco and Holdings, Mr. Ribis exercised options to acquire Class A Units and Class
B Units directly from Voteco and Holdings, respectively, and as a result, Mr. Ribis joined the Company as a member and became a party to the Operating Agreement effective November 21, 2006.

As of June 30, 2009, Voteco owns 0.585 Class A Units, Co-Investment Voteco owns 0.30 Class A Units, Whitehall Voteco owns 0.60
Class A Units and Mr. Ribis owns 0.015 Class A Units. In addition, as of June 30, 2008, Holdings owns 585,000 Class B Units, Co-Investment Partners owns 900,000 Class B Units and Mr. Ribis owns 15,000 Class B Units. Pursuant
to the Companys Operating Agreement, holders of Class A Units are entitled to one vote per unit in all matters to be voted on by voting members of the Company. Holders of Class B Units are not entitled to vote, except as otherwise
expressly required by law.

At the time of the closing of the Acquisition, a Transfer Restriction Agreement was executed by and among
Thomas J. Barrack, Jr. (Mr. Barrack), Mr. Ribis, Co-Investment Partners and Co-Investment Voteco (the Co-Investment Transfer Restriction Agreement) and a Transfer Restriction Agreement was executed by and among
Mr. Barrack, Voteco and Holdings (the Voteco Transfer Restriction Agreement). At the time of the transfer of certain Class A Units to Whitehall Voteco from Co-Investment Voteco, a Transfer Restriction Agreement was executed by
and among Stuart Rothenberg (Mr. Rothenberg), Brahm Cramer (Mr. Cramer) and Jonathan Langer (Mr. Langer) and together with Mr. Rothenberg and Mr. Cramer, the Whitehall Voteco Members,
Whitehall Voteco and Co-Investment Partners (the Whitehall Voteco Transfer Restriction Agreement).

The Companys
Class A Units issued to Co-Investment Voteco are subject to the Co-Investment Transfer Restriction Agreement, which provides, among other things, that:



| |  |  | Co-Investment Partners has the right to acquire Class A Units from Co-Investment Voteco on each occasion that Class B Units held by Co-Investment Partners
would be transferred to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained
from, and has made all findings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A specific purchase price, as determined in accordance with the Co-Investment Transfer Restriction Agreement, will be paid to acquire the Class A Units from
Coinvestment Voteco; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Co-Investment Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Co-Investment Partners.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

The Companys Class A Units issued to Voteco are subject to the Voteco Transfer Restriction Agreement, which provides, among
other things, that:



| |  |  | Holdings has the right to acquire Class A Units from Voteco on each occasion that Class B Units held by Holdings would be transferred to a proposed purchaser
who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all findings, notices or
declarations required to be made with, all gaming authorities under all applicable gaming laws;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A specific purchase price, as determined in accordance with the Voteco Transfer Restriction Agreement, will be paid to acquire the Class A Units from Voteco;
and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Holdings.
| | - |  | -----------------------------------------------------------------------------------------------------------

The Companys Class A Units issued to Whitehall Voteco are subject to the Whitehall Voteco Transfer Restriction Agreement, which provides, among other things,
that:



| |  |  | Co-Investment Partners has the right to acquire Class A Units from Whitehall Voteco on each occasion that Class B Units held by Co-Investment Partners would be
transferred to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from,
and has made all findings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



| |  |  | A specific purchase price, as determined in accordance with the Whitehall Voteco Transfer Restriction Agreement, will be paid to acquire the Class A Units from
Whitehall Voteco; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Whitehall Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Co-Investment Partners.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

It is currently anticipated that any future holders of the Companys Membership Units will become a party to the Operating
Agreement.

6. COMMITMENTS AND CONTINGENCIES

Letters of Credit

Beginning in 2005 and annually thereafter, the Company was required to deliver irrevocable standby
letters of credit in connection with its workers compensation insurance policies issued by its insurance carriers. In March 2009, the Company was required to deliver an irrevocable standby letter of credit to a new credit card processor. The
letters of credit are secured by certificates of deposits in the same notional amounts as the corresponding letters of credit. The initial expiration dates of these letters of credit are for one year and are automatically extended for 90 days from
their expiration date unless the issuing bank notifies the Company sixty days prior to such expiration dates that the letters of credit will not be renewed. As of June 30, 2009 and December 31, 2008, the certificates of deposit which
secure the letters of credit total $3,538,750 and $2,538,750, respectively, and are included in restricted cash. As of June 30, 2009 and December 31, 2008, there were no amounts outstanding on the letters of credit.

Litigation

In the normal course of business, the
Company is subject to various litigation, claims and assessments. The Company is not currently a party to any material litigation and, it is not aware of any material action, suit or proceeding against it that has been threatened by any person.

Sales and Use Tax on Complimentary Meals

In March 2008, the Nevada Supreme Court ruled, in the matter captioned Sparks Nugget, Inc. vs. The State of Nevada Ex Rel. Department of Taxation, that food and non-alcoholic beverages purchased for use in providing complimentary meals to
customers and to employees was exempt from sales and use tax. In July 2008, the Court denied the States motion for rehearing. For the three year period ended February 2008, the Company paid use tax on these items and has filed for refunds for
the periods March 2005 through February 2008. The amount subject to these refunds, excluding interest, is approximately $1.1 million. As of June 30, 2009, the Company had not recorded a receivable related to this matter.



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##### Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements relating to future events and future performance of the Company within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Companys expectations, beliefs, intentions or future strategies that are
signified by the words expects, anticipates, intends, believes or similar language. Actual results could differ materially from those anticipated in such forward-looking statements.

All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no
obligation to update any forward-looking statements. The Company cautions investors that its business and financial performance are subject to substantial risks and uncertainties.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial
statements, the related notes to financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2008 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

The following discussion of the Companys results of operations compares the three
months and six months ended June 30, 2009 to the three months and six months ended June 30, 2008 respectively.

Casino revenue is
derived primarily from patrons wagering on slot machines, table games and other gaming activities. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Other gaming activities include the Race and Sports Book. Casino
revenue is defined as the win from gaming activities, computed as the net difference between gaming wins and losses, not the total amounts wagered. Table game volume, table game drop (terms which are used interchangeably),
and slot handle are casino industry specific terms that are used to identify the amount wagered by patrons for a casino table game or slot machine, respectively. Table game hold and slot hold represent the
percentage of the total amount wagered by patrons that the casino has won. Hold is derived by dividing the amount won by the casino by the amount wagered by patrons. Casino revenue is recognized at the end of each gaming day.

Casino revenues vary from time to time due to general economic conditions, popularity of entertainment offerings, table game hold, slot hold, and
occupancy percentages in the Hotel. Casino revenues also vary depending upon the amount of gaming activity as well as variations in the odds for different games of chance. The Hotel also uses technology, such as cashless wagering on slot machines,
to increase revenues and/or decrease expenses. Casino revenues, room revenues, food and beverage revenues and other revenues vary due to general economic conditions and competition.

Room revenue is derived from rooms and suites rented to guests. Average daily rate is an industry specific term used to define the average
amount of revenue per rented room per day. Occupancy percentage defines the total percentage of rooms occupied, and is computed by dividing the number of rooms occupied by the total number of rooms available. Room revenue is recognized
at the time the room is provided to the guest.

Food and beverage revenues are derived from food and beverage sales in the food outlets of
the Hotel, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the food and/or beverage is provided to the guest.

Other revenue includes retail sales, entertainment sales, telephone and other miscellaneous income at the Hotel. Such revenue is recognized at the time the goods or services are provided to the guest.



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##### Table of Contents

Comparison of the Three Months Ended June 30, 2009 with the Three Months Ended June 30, 2008

Summary Financial Information

The Hotel offers
hotel, gaming, dining, entertainment, retail and spa amenities at one location in Las Vegas and under one operating segment. Approximately 33% of the Hotels gross revenue is derived from gaming, while 34% is derived from room revenue. Room
revenue is significant because of the Hotels location next to the Las Vegas Convention Center and its related emphasis on the group, convention, and trade show business.

The following table summarizes the Hotels results of operations (in thousands):



|                          |  |                             |         |   |      |   |       
|------------------------- |  | --------------------------- | ------- | - | ---- | - | ------
|                          |  | Three Months Ended June 30,
|                          |  | 2009                        |         |   | 2008
|Net revenues              |  | $                           | 45,212  |   |      | $ | 75,457
|Operating (loss) / income |  |                             | (8,332  | ) |      |   | 6,996 
|Net (loss) / income       |  |                             | (10,552 | ) |      |   | 3,394 

Revenue Information

The breakdown of the Propertys net revenue is as follows (dollars in thousands):



|                            |  |                             |        |   |      |   |        |               |  |       |   
|--------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | ------------- |  | ----- | --
|                            |  | Three Months Ended June 30, |       
|                            |  | 2009                        |        |   | 2008 |   |        | PercentChange | 
|Casino                      |  | $                           | 16,841 |   |      | $ | 24,818 |               |  | (32.1 | )%
|Rooms                       |  |                             | 17,295 |   |      |   | 31,647 |               |  | (45.4 | )%
|Food and beverage           |  |                             | 14,081 |   |      |   | 19,802 |               |  | (28.9 | )%
|Other revenue               |  |                             | 2,743  |   |      |   | 6,104  |               |  | (55.1 | )%
|                            |  |                             |        |   |      |   |        |               |  |       |   
|                            |  |                             | 50,960 |   |      |   | 82,371 |               |  | (38.1 | )%
|Less: promotional allowance |  |                             | (5,748 | ) |      |   | (6,914 | )             |  | (16.9 | )%
|                            |  |                             |        |   |      |   |        |               |  |       |   
|Net revenues                |  | $                           | 45,212 |   |      | $ | 75,457 |               |  | (40.1 | )%
|                            |  |                             |        |   |      |   |        |               |  |       |   

Casino

Casino revenue decreased $8.0 million, or 32.1%, to $16.8 million for the quarter ended June 30, 2009, compared to $24.8 million for the quarter ended June 30, 2008. The decrease in casino revenue was due to a $4.1 million
decrease in table game win, a $4.0 million decrease in slot win and a $0.1 million decrease in race and sportsbook win. The decrease in table game win is the result of lower drop and a lower hold percentage for the quarter ended June 30, 2009
compared to the quarter ended June 30, 2008. The decrease in slot win is primarily the result of lower drop for the quarter ended June 30, 2009 compared to the quarter ended June 30, 2008. The decrease in volume is due to the general
economic downturn and fierce competition. The race and sportsbook win is basically unchanged between the two quarters ended June 30.

The Casino operating department margin was 8.1% for the quarter ended June 30, 2009. The operating department margin was 25.6% for the quarter ended June 30, 2008. The decrease in operating margin was primarily due to declining
revenues.

Rooms

For the quarter ended
June 30, 2009, room revenue was $17.3 million, a decrease of $14.4 million from the quarter ended June 30, 2008. The decrease is attributable to a $47 decrease in the average daily room rate for the quarter ended June 30, 2009
compared to the average daily room rate for the quarter ended June 30, 2008. Additionally, the quarter ended June 30, 2009 had 14% less occupied room nights than the quarter ended June 30, 2008.

The Rooms operating department margin was 58.7% for the quarter ended June 30, 2009. The operating department margin was 71.5% for the quarter ended
June 30, 2008. The decreased operating margin was due to declining revenue.



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##### Table of Contents

Food and Beverage

Food and Beverage revenue for the quarter ended June 30, 2009 was $14.1 million compared to $19.8 million for the quarter ended June 30, 2008 - a decrease of $5.7 million or 28.9%. The decrease in revenue
was primarily due to decreased revenue from banquets and catering as a result of less convention groups. The operating margins were slightly higher with an operating margin of 28.9% for the quarter ended June 30, 2009 compared to an operating
margin of 26.6% for the quarter ended June 30, 2008.

Other

Other Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $2.7 million for the quarter ended June 30, 2009 or $3.4 million less than Other Revenue reported
for the quarter ended June 30, 2008. Entertainment revenue was higher for the second quarter of 2008 compared to the second quarter of 2009 because of more scheduled performances from headliner entertainment.

Operating Cost and Expense Information

The
breakdown of the Propertys operating costs and expenses is as follows (dollars in thousands):



|                              |  |                             |        |      |   |               |  |       |   
|----------------------------- |  | --------------------------- | ------ | ---- | - | ------------- |  | ----- | --
|                              |  | Three Months Ended June 30, |       
|                              |  | 2009                        |        | 2008 |   | PercentChange | 
|Casino                        |  | $                           | 15,482 |      | $ | 18,471        |  | (16.2 | )%
|Rooms                         |  |                             | 7,146  |      |   | 9,006         |  | (20.7 | )%
|Food and beverage             |  |                             | 10,007 |      |   | 14,528        |  | (31.1 | )%
|Other                         |  |                             | 2,222  |      |   | 3,926         |  | (43.4 | )%
|General and administrative    |  |                             | 13,435 |      |   | 17,464        |  | (23.1 | )%
|Depreciation and amortization |  |                             | 5,252  |      |   | 5,066         |  | 3.7   | % 
|                              |  |                             |        |      |   |               |  |       |   
|                              |  |                             |       
|Total                         |  | $                           | 53,544 |      | $ | 68,461        |  | (21.8 | )%
|                              |  |                             |        |      |   |               |  |       |   

Operating Expenses

Operating expenses decreased $14.9 million for the quarter ended June 30, 2009 compared to the quarter ended June 30, 2008. The decrease was primarily due to decreases in volume related expenses including
labor and benefits, food and beverage cost of sales, bad debt expense, rooms commissions and taxes and licenses.

Depreciation and
amortization increased from $5.0 million for the quarter ended June 30, 2008 to $5.3 million for the quarter ended June 30, 2009. The increase was due to the ongoing room renovation of the hotel.

Interest Expense

For the three months ended
June 30, 2009, interest expense totaled $2.2 million. For the three months ended June 30, 2008, interest expense totaled $3.6 million. The decrease of $1.4 million is due to the declining floating rate of the LIBOR index.



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##### Table of Contents

Comparison of the Six Months Ended June 30, 2009 with the Six Months Ended June 30, 2008

Summary Financial Information

The following table
summarizes the Hotels results of operations (in thousands):



|                          |  |                           |         |   |      |   |        
|------------------------- |  | ------------------------- | ------- | - | ---- | - | -------
|                          |  | Six Months Ended June 30,
|                          |  | 2009                      |         |   | 2008
|Net revenues              |  | $                         | 105,304 |   |      | $ | 156,075
|Operating (loss) / income |  |                           | (3,053  | ) |      |   | 18,011 
|Net (loss) / income       |  |                           | (7,526  | ) |      |   | 10,022 

Revenue Information

The breakdown of the Propertys net revenue is as follows (dollars in thousands):



|                            |  |                           |         |   |      |   |         |               |  |       |   
|--------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | ------------- |  | ----- | --
|                            |  | Six Months Ended June 30, |        
|                            |  | 2009                      |         |   | 2008 |   |         | PercentChange | 
|Casino                      |  | $                         | 40,296  |   |      | $ | 51,253  |               |  | (21.4 | )%
|Rooms                       |  |                           | 40,038  |   |      |   | 66,353  |               |  | (39.7 | )%
|Food and beverage           |  |                           | 30,564  |   |      |   | 41,286  |               |  | (26.0 | )%
|Other revenue               |  |                           | 6,683   |   |      |   | 12,244  |               |  | (45.4 | )%
|                            |  |                           |         |   |      |   |         |               |  |       |   
|                            |  |                           | 117,581 |   |      |   | 171,136 |               |  | (31.3 | )%
|Less: promotional allowance |  |                           | (12,277 | ) |      |   | (15,061 | )             |  | (18.5 | )%
|                            |  |                           |         |   |      |   |         |               |  |       |   
|                            |  |                           |        
|Net revenues                |  | $                         | 105,304 |   |      | $ | 156,075 |               |  | (32.5 | )%
|                            |  |                           |         |   |      |   |         |               |  |       |   

Casino

Casino revenue decreased $11.0 million, or 21.4%, to $40.3 million for the six months ended June 30, 2009, compared to $51.3 million for the six months ended June 30, 2008. The decrease was primarily from reduced slot win and
table games win. Slot revenue decreased $7.8 million for the first six months of 2009 compared to the first six months of 2008. Table games revenue decreased $5.5 million for the first six months of 2009 compared to the first six months of 2008. The
decrease in both slot win and table game win was primarily due to a decrease in drop. The general economic downturn and a highly competitive environment have resulted in less volume in 2009.

The Race and Sports Book win increased $1.9M or 35% to $7.3 million for the six months ended June 30, 2009 compared to $5.4 million for the six
months ended June 30, 2008. The increase was primarily the result of a favorable win percentage for the six months.

The Casino
operating department margin was 21.6% for the six months ended June 30, 2009. The Casino operating department margin was 24.0% for the six months ended June 30, 2008. The lower operating margin was the result of higher promotional spending
in relation to lower casino revenues for the six months ended June 30, 2009 compared to the six months ended June 30, 2008.

Rooms

For the first six months ended June 30, 2009, room revenue was $40.0 million, a decrease of $26.3 million from the first six
months ended June 30, 2008. The decrease is attributed to a decrease in both the average daily room rate and occupancy. The average daily rate for the six months ended June 30, 2009 was $39 lower than the average daily rate for the six
months ended June 30, 2008. The decrease in occupancy for the first six months ended June 30, 2009 compared to occupancy for the six months ended June 30, 2008 was primarily in the convention segment due to an unfavorable convention
calendar and the overall economic downturn especially in the convention segment.

The Room operating department margin decreased from the
six months ended June 30, 2008 to the six months ended June 30, 2009. The Room operating margin for the first half of 2008 was 73.5%; the room operating margin for the first half of 2009 was 64.9%. The decreased margin was the result of
proportionately higher labor and benefits costs in relation to revenues for the first six months of 2009 compared to the first six months of 2008.



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##### Table of Contents

Food and Beverage

Food and Beverage revenue for the six months ended June 30, 2009 was $30.6 million, a $10.7 million decrease compared to $41.3 million for the six months ended June 30, 2008. The operating margin of 32.5%
for the first six months of 2009 was improved from the operating margin of 29.8% for the six months of 2008. Operating efficiencies were achieved by restaurant scheduling during weak convention periods during the six months ended June 30, 2009
compared to the six months ended June 30, 2008.

Other

Other Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $6.7 million for the six months ended June 30, 2009 or $5.6 million less than Other Revenue
reported for the six months ended June 30, 2008. Entertainment revenue was higher for the first half of 2008 compared to the first half of 2009 because of more scheduled performances from headliner entertainment.

Operating Cost and Expense Information

The breakdown of the Propertys operating costs and expenses is as follows (dollars in thousands):



|                              |  |                           |         |      |   |               |  |       |   
|----------------------------- |  | ------------------------- | ------- | ---- | - | ------------- |  | ----- | --
|                              |  | Six Months Ended June 30, |        
|                              |  | 2009                      |         | 2008 |   | PercentChange | 
|Casino                        |  | $                         | 31,580  |      | $ | 38,977        |  | (19.0 | )%
|Rooms                         |  |                           | 14,053  |      |   | 17,566        |  | (20.0 | )%
|Food and beverage             |  |                           | 20,634  |      |   | 28,981        |  | (28.8 | )%
|Other expense                 |  |                           | 4,680   |      |   | 7,585         |  | (38.3 | )%
|General and administrative    |  |                           | 26,920  |      |   | 34,836        |  | (22.7 | )%
|Depreciation and amortization |  |                           | 10,490  |      |   | 10,119        |  | 3.7   | % 
|                              |  |                           |         |      |   |               |  |       |   
|                              |  |                           |        
|Total                         |  | $                         | 108,357 |      | $ | 138,064       |  | (21.5 | )%
|                              |  |                           |         |      |   |               |  |       |   

Operating Expenses

Operating expenses decreased $29.7 million for the six months ended June 30, 2009 compared to the six months ended June 30, 2008. The decrease was due to volume related expenses such as variable labor and
benefits, food and beverage cost of sales, room general commission and credit card discounts.

Interest Expense

For the six months ended June 30, 2009, interest expense totaled $4.5 million. For the six months ended June 30, 2008, interest expense totaled
$8.0 million. The decrease of $3.5 million is due to the declining variable LIBOR portion of the new Term Loan.

Liquidity and Capital Resources

Cash flows of the Company for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 consisted of the
following:

Cash Flow - Operating Activities

Cash flow used in operations was $1.7 million for the six months ended June 30, 2009 compared to cash flow provided by operations of $11.7 million for the six months ended June 30, 2008. The decrease in
operating cash flow was primarily the result of the decline in net income. A net loss of $7.4 million for the six months ended June 30, 2009 compares to net income of $10.0 million for the six months ended June 30, 2008.

As of June 30, 2009, the Company had cash and equivalents of $26.3 million of which $5.1 million was cash in the casino used to fund daily
operations. For the remainder of 2009, the Company expects to fund property operations, capital expenditures, and debt service requirements from existing cash balances and operating cash flow.



14



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##### Table of Contents

Cash Flows - Investing Activities

For the six months ended June 30, 2009, $4.4 million of cash was used to fund investing activities of which $3.7 million was used for additions to
property and equipment. For the six months ended June 30, 2008, $6.0 million was also used to fund investing activities of which $5.1 million of cash was used for additions to property and equipment.

Cash Flows - Financing Activities

For the six months ended June 30, 2009, $5 thousand of debt issuance costs were expended. During the six months ended June 30, 2008, $5.8 million of new borrowings under the Term Loan was received and was primarily used for the
purchase of property and equipment.

Other Factors Affecting Liquidity

While the Company believes that the cash provided by its cash flows from operations together with cash on hand will be adequate to fund its activities,
including the capital expenditures that the Company plans to make and principal payments that will be required under the loan extension agreement, no assurances can be made that such sources will be sufficient to meet such requirements. Covenants
under the new Term Loan restrict the Companys future borrowing capacity. If circumstances warrant, the Company may seek a working capital line of credit.

A further downturn in the economy, and increase in revenue or wagering taxes, acts of terrorism, war or military actions would impact the Companys operations and negatively impact its cash flows from operations.
If this were to occur, the Company would be required to adjust its capital spending plans.

Contractual Obligation and Other
Commitments

The following table summarizes the Companys contractual obligations and commitments (amount in thousands):



|                               |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|------------------------------ |  | ---------------------- | ------ | --------- | - | -------- |  | ---------------- | --- | ----- | - | - |  | - | -------
|                               |  | Payments Due by Period
|                               |  | Less than1 Year        |        | 1-3 Years |   | 3-5Years |  | More than5 Years |     | Total
|                               |  | (In Thousands)        
|Long-Term Debt Obligation      |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|Term Loan (a)                  |  | $                      | 20,000 |           | $ | 230,000  |  | $                |    |       | $ |  |  | $ | 250,000
|Variable interest payments (b) |  |                        | 11,563 |           |   | 12,650   |  |                  |    |       |   |  |  |   | 24,213 
|Contractual Obligations        |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|Employment agreements (c)      |  |                        | 1,033  |           |   | 541      |  |                  |    |       |   |  |  |   | 1.574  
|Licensing agreement (d)        |  |                        |       |           |   |         |  |                  |    |       |   |  |  |   |       
|Operating leases (e)           |  |                        | 327    |           |   | 285      |  |                  | 141 |       |   |   |  |   | 753    
|Entertainment contracts (f)    |  |                        | 5,752  |           |   |         |  |                  |    |       |   |  |  |   | 5,752  
|                               |  |                        |        |           |  
|                               |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|                               |  | $                      | 38,675 |           | $ | 243,476  |  | $                | 141 |       | $ |  |  | $ | 282,292
|                               |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        



|(a) | The Term Loan, with an initial funding of $209,200,000 originated May 11, 2006. The Company has drawn an additional $40.8 million under the Term Loan and as of June 30,
2009, the outstanding balance was $250,000,000. The loan accrued interest at a rate of 2.9% plus one-month LIBOR which totaled 3.32% at June 30. The loan had an original two-year term and three, one-year extensions. The first one-year extension
was exercised and the loan had a due date of June 2, 2009. The Company was granted an extension to renegotiate the second extension. The Company anticipates entering into an agreement which will be effective as of June 1, 2009 and which calls
for a two-year extension with a maturity date of June 1, 2011. The company will be required to make a principal payment of $15.0 million, pay fees totaling $1.25 million, purchase an interest rate cap and pay any out-of-pocket expenses of the
lender. On October 30, 2009, the Company will be required to make an additional principal payment of $5.0 million and pay fees of $25,000. Interest on the extension will accrue at LIBOR plus 3.5% through May 2010 and LIBOR plus 4.0% from June
2010 through May 2011. The LIBOR rate will have a floor of 1.5%. The loan is collateralized by a first priority deed of trust on the property.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Based on the LIBOR floor of 1.5% plus 3.5% for year one and LIBOR floor of 1.5% plus 4.0% for year two.
|--- | -------------------------------------------------------------------------------------------------------

|(c) | The Company is party to employment agreements with 15 of its senior executives, with terms of one to three years.
|--- | -----------------------------------------------------------------------------------------------------------------

|(d) | The Company signed a new agreement with Hilton commencing January 1, 2009. The agreement expires December 31, 2015 and allows the Hotel to use the Hilton
name, advertise on the Hilton Hotels website, and utilize the Hilton reservation system and other Hilton amenities. In exchange, the Hotel is required to make certain capital improvements and will pay varying percentage fees of Food and Beverage
Revenue (as defined in the agreement) and Hotel Revenue (as defined in the agreement) and also is obligated to participate in the HHonors ProgramTM reward program. For the year ending December 31, 2009 the Company will expense 1% of defined Food and Beverage and 4.25%
of defined Hotel Revenue in accordance with this agreement. For the three months ended June 30, 2009, $1.0 million was expensed in accordance with this agreement. For the six months ended June 30, 2009, $2.2 million was expensed.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The Company is party to operating leases for office and telephone equipment with original terms of three to five years.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(f) | The Company is party to certain contracts to retain specific entertainers for recurring performances. These agreements expire during 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------



15



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##### Table of Contents

Off-Balance Sheet Arrangements

The Company is not currently subject to any off-balance sheet arrangements which it believes will have a material adverse impact on its financial condition.

Debt Instruments

The following table provides
information about the Companys long-term debt at June 30, 2009 (amounts in thousands):



|          |  |              |  |            |         |               |   |                     |  |  |  |   |        
|--------- |  | ------------ |  | ---------- | ------- | ------------- | - | ------------------- |  |  |  | - | -------
|          |  | MaturityDate |  | Faceamount |         | Carryingvalue |   | Estimatedfair value
|Term Loan |  | June 2011    |  | $          | 250,000 |               | $ | 250,000             |  |  |  | $ | 212,500
|          |  |              |  |            |         |               |   |                     |  |  |  |   |        

The Term Loan originated May 11, 2006 and had an initial principal amount of $209.2 million
with interest accruing at a rate of one month LIBOR plus 2.9%. The initial term was two years with three, one-year extension options. The Company exercised the first, one-year extension which expired June, 2009. The Company was granted an extension
to renegotiate the terms of the second extension. The Company anticipates entering into an amendment to the Term Loan which will be effective as of June 1, 2009 and pursuant to which the maturity date of the Term Loan will be extended until
June 1, 2011 with interest accruing at LIBOR plus 3.5% for the first year and LIBOR plus 4.0% for the second year. LIBOR will be the greater of the current monthly rate or 1.5%. The Company will also be required to pay an initial principal
payment of $15.0 million, a $5.0 principal payment on October 30, 2009, fees totaling $1.275 million, purchase an interest rate cap and pay any out-of-pocket expenses of the lender. The Term Loan contains certain restrictions that, among other
things, limit the ability of the Company to incur additional indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell assets of the Company without prior approval of
the lenders or noteholders.

Litigation Contingencies and Available Resources

In the normal course of business, the Company is subject to various litigation, claims and assessments. The Company is not currently a party to any
material litigation and it is not aware of any material action, suit or proceedings against it that has been threatened by any person.

Critical
Accounting Policies

Significant Accounting Policies and Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States. Certain of its accounting
policies, including the determination of slot club promotion liability, the estimated useful lives assigned to its assets, asset impairment, insurance reserves, and allowance for doubtful accounts require that it apply significant judgment in
defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Companys judgments are based on its historical experience, terms of existing
contracts, observance of trends in the gaming industry and information available from other outside sources. There can be no assurance that actual results will not differ from the Companys estimates. To provide an understanding of the
methodology the Company applies, its significant accounting policies and basis of presentation are discussed below, as well as where appropriate in this discussion and analysis and in the notes to the Companys financial statements.

Slot Club Promotions

The
Companys Slot Club allows customers to redeem points earned from their gaming activity for cash and complimentary food, beverage, rooms, entertainment and merchandise. At the time redeemed, the retail value of complimentaries is recorded as
revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed is recorded in casino costs and expenses. The Company also
records a liability for the estimated cost of the outstanding points that it believes will ultimately be redeemed.

Self-Insurance
Reserve

The Company is self insured up to certain stop loss amounts for workers compensation and guest liability claims. In
estimating this accrual, the Company considers historical loss experience and makes judgments about the expected levels of costs per claim. The Company believes its estimates of future liability are reasonable based upon its methodology; however,
changes in accident frequency and severity and other factors could materially affect the estimate for this liability.



16



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##### Table of Contents

Derivative Investments and Hedging Activities

The Companys Term Loan requires it to enter into interest rate caps in order to manage interest rate risks associated with this borrowing. The
Company has adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (as amended by SFAS No. 138 and 149) to account for its interest rate cap arrangement.

Allowance for Doubtful Accounts

The Companys receivables balances relate primarily to its hotel and casino operations. The Company reserves an estimated amount for receivables that may not be collected. The Company estimates the allowance for doubtful accounts by
applying standard reserve percentages to aged account balances under a specific dollar amount and specifically analyzing the collectability of each account with a balance over the specified dollar amount, based on the age of the account, the
customers financial condition, collection history and any other known information.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of
the assets, while costs of normal repairs and maintenance are charged to expense as incurred.

Long-Lived Assets

Long-lived assets, which are not to be disposed of, including intangibles and property and equipment, are periodically reviewed by management for
impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. For assets to be held and used, the Company reviews these assets for impairment whenever indicators of impairment exist. If
an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated.
If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under
development, future cash flows include remaining construction costs.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of SFAS
No. 133. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys
financial position, financial performance, and cash flows. This statement was adopted January 1, 2009. SFAS No. 161 did not have a material impact on the Companys financial position, results of operations or cash flows.

On April 9, 2009, the Financial Accounting Standards Board (FASB) issued Staff Position SFAS 107-1 and Accounting Principles Board (APB) Opinion
No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1 and APB 28-1). FSP 107-1 amends FASB Statement No. 107, Disclosures about Fair Values of Financial Instruments, to require
disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. APB 28-1 amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all
interim financial statements. FSP 107-1 and APB 28-1 are effective for interim periods ending after June 15, 2009 and the Company has adopted them in second quarter 2009. See Note 11.

On April 9, 2009, the FASB issued Staff Position SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 provides additional guidance in estimating fair value under statement No. 157, Fair Value Measurements (SFAS 157),
when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate
a transaction is not orderly. FSP 157-4 is effective for interim periods ending after June 15, 2009, and the Company has adopted its provisions during second quarter 2009. FSP 157-4 did not have a significant impact on the Companys
financial position, results of operations, cash flows, or disclosures for second quarter 2009.



17



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##### Table of Contents

On April 9, 2009, the FASB issued Staff Position SFAS 115-2 and SFAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments (FSP 115-2). FSP 115-2 provides guidance in determining whether impairments in debt securities are other than temporary, and modifies the presentation and disclosures surrounding such
instruments. FSP 115-2 is effective for interim periods ending after June 15, 2009, and the Company has adopted its provisions for second quarter 2009. FSP 115-2 did not have a significant impact on the Companys financial position,
results of operations, cash flows, or disclosures for second quarter 2009.

In June 2009, the FASB issued statement No. 167,
Amendments to FASB Interpretation No. 46(R) (SFAS 167). Among other items, SFAS 167 responds to concerns about the application of certain key provisions of FIN 46(R), including those regarding the transparency of the involvement
with variable interest entities. SFAS 167 is effective for calendar year companies beginning on January 1, 2010. The Company has not yet determined the impact that adoption of SFAS 167 will have on its financial position, results of operations,
cash flows, or disclosures.

In May 2009, the FASB issued Statement No. 165, Subsequent Events (SFAS 165). SFAS 165
modifies the definition of what qualifies as a subsequent event  those events or transactions that occur following the balance sheet date, but before the financial statements are issued, or are available to be issued  and requires
companies to disclose the date through which is has evaluated subsequent events and the basis for determining that date. The Company adopted the provisions of SFAS 165 for second quarter 2009, in accordance with the effective date.



18



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##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk is the risk of loss from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Companys primary exposure to market risk is interest rate risk
associated with its variable rate long-term debt. If LIBOR were to increase 100 basis points and there were no additional borrowings, interest expense would increase approximately $2.5 million for the year ending June 30, 2010. The Company
attempts to manage its interest rate risk by entering into interest rate cap agreements. The Company does not hold or issue financial instruments for trading purposes and does not enter into derivative transactions that would be considered
speculative positions. The derivative financial instruments consist exclusively of interest rate cap agreements. Differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expenses.

To manage counterparty credit risk in interest rate cap agreements, the Company only enters into agreements with highly rated institutions that can be
expected to perform under terms of such agreements.



19



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##### Table of Contents

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our management, including
our Executive Vice President of Finance and our Chief Executive Officer and General Manager, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rules 13(a)  15(e) and 15(d)  15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, our principal executive and principal financial
officers concluded our disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in our SEC reports. There has been no change in our internal control over financial reporting
(as defined in Rules 13(a)  15(e) and 15(d)  15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.



20



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##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                                                                                                                                                                                    
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  |                                                                                                                                                                                                                                                                    
|2.1           |  | Purchase and Sale Agreement, dated as of December 24, 2003, by and among Colony Resorts LVH Acquisitions, LLC, LVH Corporation and Caesars Entertainment Corporation*                                                                                              
|              | 
|3.1           |  | Articles of Organization, dated as of December 18, 2003, for Colony Resorts LVH Acquisitions, LLC*                                                                                                                                                                 
|              | 
|3.2           |  | Operating Agreement, dated as of December 22, 2003, for Colony Resorts LVH Acquisitions, LLC*                                                                                                                                                                      
|              | 
|3.3           |  | Amended and Restated Operating Agreement, dated June 18, 2004, for Colony Resorts LVH Acquisitions, LLC+                                                                                                                                                           
|              | 
|3.4           |  | Amendment No. 1 to the Amended and Restated Operating Agreement, dated July 23, 2004, for Colony Resorts LVH Acquisitions, LLC****                                                                                                                                 
|              | 
|3.5           |  | Amendment to Articles of Organization, dated June 25, 2004, for Colony Resorts LVH Acquisitions, LLC******                                                                                                                                                         
|              | 
|10.1          |  | Deposit Escrow Agreement, dated as of December 24, 2003, by and among LVH Corporation, Colony Resorts LVH Acquisitions, LLC and Nevada Title Company*                                                                                                              
|              | 
|10.2          |  | Coinvestment Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Mr. Ribis, Co-Investment Partners and Coinvestment Voteco+                                                                                                             
|              | 
|10.3          |  | Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Holdings and Voteco+                                                                                                                                                                
|              | 
|10.4          |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*                                                                                                                                           
|              | 
|10.5          |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*                                                                                                                                      
|              | 
|10.6          |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*                                                                                                                                       
|              | 
|10.7          |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*                                                                                                                                              
|              | 
|10.8          |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*                                                                                                                                         
|              | 
|10.9          |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*                                                                                                                                          
|              | 
|10.10         |  | Employment Agreement, dated as of May 17, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Gonzalo De Varona.***                                                                                                                                      
|              | 
|10.11         |  | Employment Agreement, dated as of April 12, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Stewart.***                                                                                                                                       
|              | 
|10.12         |  | Vice Chairman Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Nicholas L. Ribis.****                                                                                                                                              
|              | 
|10.13         |  | Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan****                                                                                                                                                                                                       
|              | 
|10.14         |  | Loan Agreement, dated June 18, 2004, by and between Colony Resorts LVH Acquisition, LLC and Archon Financial, L.P.+                                                                                                                                                
|              | 
|10.15         |  | Sale Right Agreement, dated June 18, 2004, by and among Colony Resorts LVH Acquisitions, LLC, Colony Resorts LVH Holdings, LLC, Colony Resorts LVH Coinvestment Voteco, LLC, Colony Resorts LVH
Voteco, LLC and Colony Resorts LVH Co-Investment Partners, L.P.****
|              | 
|10.16         |  | Services Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel and Casino, Inc.****                                                                                                                         
|              | 
|10.17         |  | Joint Marketing Agreement, by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc.****                                                                                                                                           
|              | 
|10.18         |  | Joint Services Agreement, by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc.****                                                                                                                                            
|              | 
|10.19         |  | Employment Agreement, dated as of May 11, 2003, between LVH Corporation and Thomas Page.****                                                                                                                                                                       
|              | 
|10.20         |  | Addendum to Employment Agreement, dated as of June 22, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Thomas Page.****                                                                                                                              
|              | 
|10.21         |  | Addendum to Employment Agreement, dated as of April 28, 2006, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser ++                                                                                                                       
|              | 
|10.22         |  | Addendum to Employment Agreement, dated as of April 28, 2006, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino ++                                                                                                                        



21



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##### Table of Contents

|      |  |                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.23 |  | Loan Agreement dated as of May 11, 2006, between Colony Resorts LVH Acquisitions, LLC and Goldman Sachs Commercial Mortgage Capital, L.P. +++                             
|      | 
|10.24 |  | First Amendment to the Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan ++++                                                                                      
|      | 
|10.25 |  | Amended and Restated Joint Services Agreement, dated as of April 26, 2005 by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc. +++++ 
|      | 
|10.26 |  | Amended and Restated Joint Marketing Agreement, dated as of April 26, 2006 by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc. +++++
|      | 
|10.27 |  | Employment Agreement dated as of October 15, 2007 by and between Colony Resorts LVH Acquisition, LLC and Joseph DeRosa ++++++                                             
|      | 
|10.28 |  | Amended and Restated License Agreement dated as of January 1, 2009 by and between Colony Resorts LVH Acquisitions, LLC and HLT Existing Franchise Holding, LLC+++++++     
|      | 
|10.29 |  | Second Addendum to Employment Agreement dated as of December 8, 2008 by and between Colony Resorts LVH Acquisitions, LLC and Robert E. Schaffhauser++++++++               
|      | 
|10.30 |  | Second Addendum to Employment Agreement dated as of December 8, 2008 by and between Colony Resorts LVH Acquisitions, LLC and Kenneth M. Ciancimino++++++++                
|      | 
|14.1  |  | Code of Ethics*******                                                                                                                                                     
|      | 
|31.1  |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|      | 
|31.2  |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|      | 
|32.1  |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   
|      | 
|32.2  |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   



METHOD OF FILING



|* | Incorporated by reference to the Registrants Form 10, filed March 15, 2004 (File Number 0-50635).
|- | --------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Registrants Amendment No. 1 to Form 10, filed April 26, 2004 (File Number 0-50635).
|-- | ---------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to the Registrants Post-Effective Amendment No. 1 to Form 10, filed June 17, 2004 (File Number 0-50635).
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|+ | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number 0-50635).
|- | -----------------------------------------------------------------------------------------------------------------------

|**** | Incorporated by reference to Registrants Post-Effective Amendment No. 2 to Form 10 filed August 13, 2004 (File Number 0-50635).
|---- | --------------------------------------------------------------------------------------------------------------------------------

|***** | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 23, 2004 (File Number 0-50635).
|----- | --------------------------------------------------------------------------------------------------------------------

|****** | Incorporated by reference to Registrants Quarterly Report on Form 10-Q/A filed September 9, 2004 (File Number 0-50635).
|------ | ------------------------------------------------------------------------------------------------------------------------

|****** | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed November 15, 2004 (File Number 0-50635).
|------ | ----------------------------------------------------------------------------------------------------------------------

|******* | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 31, 2005 (File Number 000-50635)
|------- | -----------------------------------------------------------------------------------------------------------------

|++ | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 14, 2006.
|-- | ----------------------------------------------------------------------------------------------

|+++ | Incorporated by reference to Registrants Current Report on Form 8-K, filed May 19, 2006.
|--- | -----------------------------------------------------------------------------------------



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|++++ | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed November 14, 2006
|---- | -----------------------------------------------------------------------------------------------

|+++++ | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 30, 2007 (File Number 000-50635)
|----- | -----------------------------------------------------------------------------------------------------------------

|+++++++ | Incorporated by reference to Registrants Current Report on Form 8-K filed January 5, 2009
|------- | ------------------------------------------------------------------------------------------

|++++++++ | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 26, 2009 (File Number 000-50635)
|-------- | -----------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |  |  |                                      |  |                                            
|--------------------- |  |  |  | ------------------------------------ |  | -------------------------------------------
|                      |  |  |  | COLONY RESORTS LVH ACQUISITIONS, LLC
|                      |  |  | 
|Date: August 13, 2009 |  |  |  | By:                                  |  | /s/    Rodolfo Prieto                      
|                      |  |  |  |                                      |  | Rodolfo Prieto                             
|                      |  |  |  |                                      |  | Chief Executive Officer and General Manager
|                      |  |  | 
|Date: August 13, 2009 |  |  |  | By:                                  |  | /s/    Robert Schaffhauser                 
|                      |  |  |  |                                      |  | Robert Schaffhauser                        
|                      |  |  |  |                                      |  | Executive Vice President of Finance        



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