Circus & Eldorado Joint Venture 10Q Quarterly report

Circus & Eldorado Joint Venture Inactive 10-QQuarterly report

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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, 2007.

¨	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 333-87202

CIRCUS AND ELDORADO JOINT VENTURE

SILVER LEGACY CAPITAL CORP.

(Exact names of registrants as specified in their charters)


Nevada		88-0310787
Nevada		71-0868362
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

407 North Virginia Street, Reno, Nevada 89501

(Address of principal executive offices, including zip code)

(800) 687-7733

(Registrants’ telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filers ¨ Accelerated filers ¨ Non-accelerated filers x

Indicate by check mark whether either of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Circus and Eldorado Joint Venture Yes ¨ No x

Silver Legacy Capital Corp. Yes x No ¨

The number of shares of Silver Legacy Capital Corp.’s common stock outstanding at August 14, 2007 was 2,500. All of these shares are owned by Circus and Eldorado Joint Venture.

CIRCUS AND ELDORADO JOINT VENTURE

SILVER LEGACY CAPITAL CORP.

FORM 10-Q

INDEX


			Page No.
PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements:

		Unaudited Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006	1

		Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006	2

		Unaudited Condensed Consolidated Statements of Partners’ Equity for the Six Months Ended June 30, 2007	3

		Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006	4

		Notes to Unaudited Condensed Consolidated Financial Statements	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

	Item 3.	Quantitative and Qualitative Disclosures About Market Risks	15

	Item 4.	Controls and Procedures	15

PART II. OTHER INFORMATION

	Item 6.	Exhibits	15

SIGNATURES			16

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	June 30, 2007		December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	54,671	$	47,179
Accounts receivable, net		5,844		6,007
Inventories		2,118		2,131
Prepaid expenses and other		3,444		3,346

Total current assets		66,077		58,663

PROPERTY AND EQUIPMENT, NET		252,566		255,769
OTHER ASSETS, NET		8,886		8,897

Total Assets	$	327,529	$	323,329


LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,739	$	6,694
Accrued interest		5,413		5,413
Accrued and other liabilities		12,196		10,752

Total current liabilities		22,348		22,859

LONG-TERM DEBT		159,710		159,679
OTHER LONG-TERM LIABILITIES		5,709		5,195

Total liabilities		187,767		187,733

PARTNERS’ EQUITY		139,762		135,596

Total Liabilities and Partners’ Equity	$	327,529	$	323,329

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

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
OPERATING REVENUES:
Casino	$	23,923		$	23,338		$	43,409		$	41,612
Rooms		12,541			11,154			22,510			20,064
Food and beverage		9,913			8,870			19,416			17,242
Other		2,689			2,138			4,566			4,041

		49,066			45,500			89,901			82,959
Less: promotional allowances		(4,057	)		(3,305	)		(7,601	)		(6,637	)

Net operating revenues		45,009			42,195			82,300			76,322

OPERATING EXPENSES:
Casino		11,041			10,656			21,188			20,832
Rooms		3,472			3,238			6,604			6,180
Food and beverage		6,899			6,296			13,700			12,252
Other		2,051			1,632			3,494			3,185
Selling, general and administrative		8,698			8,397			16,901			16,347
Depreciation		3,402			3,157			6,766			6,297
(Gain) loss on disposition of assets		105			4			125			(57	)

Total operating expenses		35,668			33,380			68,778			65,036

OPERATING INCOME		9,341			8,815			13,522			11,286

OTHER (INCOME) EXPENSE:
Interest expense, net		4,232			4,180			8,485			8,501
Interest income		(378	)		(129	)		(701	)		(328	)
Other		(207	)		48			(292	)		(57	)

Total other (income) expense		3,647			4,099			7,492			8,116

NET INCOME	$	5,694		$	4,716		$	6,030		$	3,170

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

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(In thousands)


	Galleon, Inc.			Eldorado Resorts, LLC			Total
BALANCE, January 1, 2007 (1)	$	62,798		$	72,798		$	135,596
Net income		3,015			3,015			6,030
Partner Distributions		(932	)		(932	)		(1,864	)

BALANCE, June 30, 2007 (1)	$	64,881		$	74,881		$	139,762

(1)	Balances include Accumulated Other Comprehensive Income totaling ($122,000) comprised of ($61,000) each for Galleon, Inc. and Eldorado Resorts, LLC.

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

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six Months Ended June 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,030		$	3,170
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,113			6,658
(Gain) loss on disposition of assets		125			(57	)
Increase in accrued pension cost		513			427
Provision for doubtful accounts		264			267
Changes in current assets and current liabilities:
Accounts receivable		(101	)		1,249
Inventories		13			(148	)
Prepaid expenses and other		(98	)		430
Accounts payable		(1,955	)		(1,480	)
Accrued interest		—			(13	)
Accrued and other liabilities		1,444			1,833

Net cash provided by operating activities		13,348			12,336

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		93			100
Increase in other assets		(323	)		(56	)
Purchase of property and equipment		(3,749	)		(2,801	)

Net cash used in investing activities		(3,979	)		(2,757	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issuance costs		(13	)		—
Distributions to partners		(1,864	)		(862	)

Net cash used in financing activities		(1,877	)		(862	)

CASH AND CASH EQUIVALENTS:
Net increase for the period		7,492			8,717
Balance, beginning of period		47,179			35,142

Balance, end of period	$	54,671		$	43,859

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during period for interest	$	8,153		$	8,153

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

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies and Basis of Presentation

Principles of Consolidation/Operations

Effective March 1, 1994, Eldorado Limited Liability Company (a Nevada limited liability company owned and controlled by Eldorado Resorts, LLC) (“ELLC”) and Galleon, Inc. (a Nevada corporation owned and controlled by MGM MIRAGE and previously owned and controlled by Mandalay Resort Group (“Mandalay”) (“Galleon” and, collectively with ELLC, the “Partners”), entered into a joint venture agreement to establish Circus and Eldorado Joint Venture (the “Partnership”), a Nevada general partnership. The Partnership owns and operates a casino and hotel located in Reno, Nevada (“Silver Legacy”), which began operations on July 28, 1995. ELLC contributed land to the Partnership with a fair value of $25,000,000 and cash of $26,900,000 for a total equity investment of $51,900,000. Galleon contributed cash to the Partnership of $51,900,000 to comprise their total equity investment. Each partner has a 50% interest in the Partnership.

On April 25, 2005, a wholly owned subsidiary of MGM MIRAGE (“MGM”) was merged with and into Mandalay as a result of which Mandalay became a wholly owned subsidiary of MGM MIRAGE. With the consummation of the merger, MGM MIRAGE acquired Mandalay’s ownership of Galleon, Inc.

The condensed consolidated financial statements include the accounts of the Partnership and its wholly owned subsidiary, Silver Legacy Capital Corp. (“Capital”). Capital was established solely for the purpose of serving as a co-issuer of $160,000,000 principal amount of 10¹/8% mortgage notes due 2012 issued by the Partnership and Capital and, as such, Capital does not have any operations, assets, or revenues. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, all of which are normal and recurring, necessary to present fairly the financial position of the Partnership as of June 30, 2007, and the results of operations for the three and six months ended June 30, 2007 and 2006 and cash flows for the six months ended June 30, 2007 and 2006. The results of operations for such periods are not necessarily indicative of the results to be expected for a full year.

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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2006.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (the “FASB”) issued Statement No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“FASB 158”). FASB 158 requires the full recognition, as an asset or liability, of the overfunded or underfunded status of a company-sponsored postretirement benefit plan. Adoption of FASB 158 is effective as of the end of the Partnership’s fiscal year ending December 31, 2007. We are evaluating FASB 158 and have not yet determined the impact its adoption will have on our consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value at specified election dates and to subsequently report in earnings any unrealized gains and losses on items for which the fair value option was elected. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted provided the provisions of SFAS No. 157, “Fair Value Measurements,” as described below, are also applied. We have not yet determined the effect, if any, SFAS No. 159 will have on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value in accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007. We have not yet determined the effect, if any, SFAS No. 157 will have on our consolidated financial statements.

Note 2. Certain Risks and Uncertainties

A significant portion of the Partnership’s revenues and operating income are generated from patrons who are residents of northern California. A change in general economic conditions or the extent and nature of casino gaming in California, Washington or Oregon could adversely affect the Partnership’s operating results. In March 2000, California voters approved the constitutional amendment which legalized “Nevada-style” gaming on Native American reservations. Many existing Native American gaming facilities in northern California are modest compared to Silver Legacy. However, some Native American tribes have established large-scale gaming facilities in California and several Native American tribes have announced that they are in the process of expanding, developing, or are considering establishing large-scale hotel and gaming facilities in northern California.

Under their current compacts, most Native American tribes in California may operate up to 2,000 slot machines, and up to two gaming facilities may be operated on any reservation. However, under action taken by the National Indian Gaming Commission, gaming devices similar in appearance to slot machines, but which are deemed to be technological enhancements to bingo style gaming, are not subject to such limits and may be used by tribes without state permission. The number of machines the tribes are allowed to operate may increase as a result of any new or amended compacts the tribes may enter into with the State of California that receive the requisite approvals, such as has been the case with respect to a number of new or amended compacts which have been executed and approved.

In April 2007, the California Senate approved amendments to the compacts of five Native American tribes. In June 2007, the California Assembly approved four of these five compacts which increased the number of slot machines permitted to be operated by two of the four tribes from 2,000 to 5,000 each and increased the number that may be operated by each of the other two tribes from 2,000 to 7,500 each. Management believes that the increase in the number of slot machines permitted to be operated by the four tribes will not significantly impact Silver Legacy’s operations since the casinos operated by those tribes are located in southern California. However, similar modifications to the compacts of tribes that operate casinos in central or northern California, where the largest number of slot machines currently permitted to be operated by a tribe is 2,700, could have a material adverse impact on our operations, depending on the number of tribes securing modification of their compacts, the number of additional machines permitted and the locations of the properties utilizing the additional machines.

We believe the continued growth of Native American gaming establishments, including the addition of hotel rooms and other amenities, could continue to place additional competitive pressure on our operations. While we cannot predict the extent of any future impact, it could be significant.

Note 3. Long-Term Debt

Long-term debt consisted of the following (in thousands):


	June 30, 2007		December 31, 2006
10¹/8% Mortgage Notes due 2012 (net of unamortized discount of $290 and $321, respectively)	$	159,710	$	159,679

On March 5, 2002, the Partnership and Capital (collectively, the “Issuers”) issued $160,000,000 principal amount of senior secured mortgage notes due 2012 (“Notes”). Concurrent with issuing the Notes, the Partnership entered into a senior secured credit facility (the “Credit Facility”) for $40,000,000. The proceeds from the Notes, together with $26,000,000 in borrowings under the Credit Facility, were used to repay $150,200,000 representing all of the indebtedness outstanding under a prior bank credit facility and to fund $30,000,000 of distributions to the Partners. In addition, the remaining proceeds along with operating cash flows were used to pay $6,300,000 in related fees and expenses of the transactions. These fees were capitalized and are included in other assets.

The Notes are senior secured obligations which rank equally with all of the Partnership’s outstanding senior debt and senior to any subordinated debt. The Notes are secured by a security interest in the Issuers’ existing and future assets, which is junior to a security interest in such assets securing the Partnership’s obligations on the Credit Facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. Each of the Partners executed a pledge of all of its partnership interest in the Partnership to secure the Notes, which is junior to a pledge of such partnership interest to secure the Partnership’s obligations on the Credit Facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. The Notes mature on March 1, 2012 and bear interest at the rate of 10¹/8% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2002.

The Credit Facility originally provided for a $20,000,000 senior secured revolving credit facility and a $20,000,000 five-year term loan facility, each of which provided for the payment of interest at floating rates based on LIBOR plus a spread. The commitment under the term loan facility originally provided for periodic reductions with the remaining balance due March 31, 2007.

The Notes and Credit Facility contain various restrictive covenants including the maintenance of certain financial ratios and limitations on additional debt, disposition of property, mergers and similar transactions. On November 4, 2003, the Partnership, U.S. Bank, N.A. and Bank of America, N.A., executed an amendment to the Credit Facility which reduced the revolving facility to $10,000,000 and revised certain covenant ratios with retroactive effect to September 30, 2003. On June 15, 2005, the parties executed a further amendment to the Credit Facility to provide a conditional waiver of the facility’s financial covenants in respect of the quarter ended June 30, 2005, and each subsequent quarter through and including December 31, 2005, provided that no additional credit was extended under the Credit Facility during the quarter for which the waiver was relied upon. In addition, as a condition precedent to any draw on the Credit Facility subsequent to June 15, 2005, the Partnership must be in compliance with the Credit Facility’s financial covenants as to the then most recent fiscal quarter in respect of which the Partnership is required to deliver financial statements pursuant to section 6.1 of the Credit Facility. For further information regarding our financial covenants, see “Senior Secured Credit Facility” in Item 2.

On March 2, 2006, the Partnership executed a further amendment to the Credit Facility which extended the previously granted waiver for any defaults under the Credit Facility’s covenants to cover the fiscal quarter ended March 31, 2006 and each subsequent fiscal quarter through and including December 31, 2006, provided that no additional credit was extended under the Credit Facility during such quarters. The March 2, 2006 amendment also waived for 2005 the covenant in Section 7.8 of the Credit Facility which then limited capital expenditures to $10,000,000 within a calendar year, which the Partnership exceeded for the year ended December 31, 2005. In addition, the amendment raised the capital expenditure limit to $12,500,000 for future calendar years.

On March 28, 2007, an additional amendment was executed to extend the Credit Facility’s original maturity date of March 31, 2007 for an additional year to March 31, 2008. This amendment also reduced the minimum ratio of EBITDA to fixed charges to 1.10 to 1.00 and raised the capital expenditure limit to an aggregate of $15,000,000 in any twelve-month period. Furthermore, this amendment revised in its entirety Section 7.16 of the Credit Facility to allow for prepayments of the Notes provided certain conditions precedent are satisfied. There was no debt outstanding under the Credit Facility at June 30, 2007. As of such date, the Partnership was in compliance with all of the covenants in the Credit Facility and had the ability to borrow on a revolving basis all of the $10,000,000 available under the Credit Facility. As of June 30, 2007, the Partnership also was in compliance with the covenants in the indenture relating to the Notes.

Note 4. Related Parties

An affiliate of each of our Partners owns and operates a casino attached and adjacent to Silver Legacy. Our Partners may be deemed to be in a conflict of interest position with respect to decisions they make relating to the Partnership as a result of the interests their affiliates have in the Eldorado Hotel & Casino and Circus Circus Hotel & Casino-Reno, respectively.

Note 5. Supplemental Executive Retirement Plan

Effective January 1, 2002, the Partnership adopted a Supplemental Executive Retirement Plan (“SERP”) for a select group of highly compensated management employees. The SERP provides for a lifetime benefit at age 65, based on a formula which takes into account a participant’s highest annual compensation, years of service, and executive level. The SERP also provides an early retirement benefit at age 55 with at least four years of service, a disability provision, and a lump sum death benefit. While the SERP is an unfunded plan, the Partnership is informally funding the plan through life insurance contracts on the participants. The Partnership anticipates that its periodic pension cost for the year ending December 31, 2007 will be approximately $1,059,000, of which $530,000 had been accrued as of June 30, 2007.

Note 6. Partnership Agreement

Concurrent with the issuance of the Notes on March 5, 2002, the Partnership’s partnership agreement was amended and restated in its entirety and was further amended in April 2002 (the “Partnership Agreement”). The Partnership Agreement provides for, among other things, profits and losses to be allocated to the Partners in proportion to their percentage interests, separate capital accounts to be maintained for each Partner, provisions for management of the Partnership and payment of distributions and bankruptcy and/or dissolution of the Partnership. The April 2002 amendments were principally (i) to provide equal voting rights for ELLC and Galleon with respect to approval of the Partnership’s annual business plan and the appointment and compensation of the general manager, and (ii) to give each Partner the right to terminate the general manager.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Effective March 1, 1994, Eldorado Limited Liability Company (“ELLC”), a Nevada limited liability company owned and controlled by Eldorado Resorts LLC, and Galleon, Inc. (“Galleon”), a Nevada corporation now owned and controlled by MGM MIRAGE, entered into a joint venture agreement to establish the Partnership, for the purpose of constructing, owning and operating Silver Legacy. Capital, a wholly owned subsidiary of the Partnership was incorporated for the sole purpose of serving as a co-issuer of the $160 million principal amount of 10¹/8% mortgage notes due 2012 co-issued by the Partnership and Capital (the “Notes”), and does not have any operations, assets or revenues.

On July 28, 1995, Silver Legacy commenced operations as a hotel-casino in downtown Reno, Nevada. Silver Legacy is a leader within the Reno market, offering the largest number of table games and second largest number of slot machines and hotel rooms of any property in the Reno market. Silver Legacy’s net operating revenues and income are derived largely from our gaming activities. In an effort to enhance our gaming revenues, we attempt to maximize the use of our gaming facilities at Silver Legacy by providing a well-balanced casino environment that contains a mix of games attractive to multiple market segments. Rooms, food and beverage also contribute a large portion of our net revenues.

Our operating results are highly dependent on the volume of customers visiting and staying at our resort. Key volume indicators include table games drop and slot handle, which refer to amounts wagered by our customers. The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold. In addition, hotel occupancy and price per room, or average daily rate (“ADR”), are key indicators for our hotel business.

Significant Factors Affecting Results of Operations

Expansion of Native American Gaming

A significant portion of Silver Legacy’s revenues and operating income are generated from patrons who are residents of northern California, and, as such, our results of operations have been adversely impacted by the growth in Native American gaming in northern California. Many existing Native American gaming facilities in northern California are modest compared to Silver Legacy. However, some Native American tribes have established large-scale gaming facilities in California and several Native American tribes have announced that they are in the process of expanding, developing, or are considering establishing, large-scale hotel and gaming facilities in northern California. As northern California Native American gaming operations have expanded, we believe the increasing competition generated by these gaming operations has negatively impacted drive-in, day-trip visitor traffic from our main feeder markets in northern California.

Bowling Tournaments Within the Reno Market

The National Bowling Stadium, located one block from Silver Legacy, is one of the largest bowling complexes in North America and has been selected to host multi-month tournaments in Reno two of every three years through 2018. Historically, these bowling tournaments have attracted a significant number of visitors to the Reno market and have benefited the downtown area. In 2007, the United States Bowling Congress Open Tournament (“USBC Open Tournament”) began in mid-February and continued through June. Both men and women bowlers participated in the USBC Open Tournament which attracted approximately 80,000 bowlers to the Reno market during the tournament period. In 2006, the United States Bowling Congress Women’s Bowling Tournament (“USBC Women’s Tournament”) took place from mid-March through the first week of July and brought approximately 50,000 bowlers to downtown Reno.

Summary Financial Results

The following table highlights the results of our operations (dollars in thousands):


	Three months ended June 30, 2007		Three months ended June 30, 2006		Percent Change		Six months ended June 30, 2007		Six months ended June 30, 2006		Percent Change
Net revenues	$	45,009	$	42,195	6.7	%	$	82,300	$	76,322	7.8	%
Operating expenses		35,668		33,380	6.9			68,778		65,036	5.8
Operating income		9,341		8,815	6.0			13,522		11,286	19.8
Net income		5,694		4,716	20.7			6,030		3,170	90.2

Net Revenues. During the three and six months ended June 30, 2007 compared to the same prior year periods, net revenues rose due to positive gains among all revenue segments. We believe the primary contributor to these revenue increases was the increased visitation generated by the previously discussed USBC Open Tournament which brought more bowlers to the Reno market than did the 2006 USBC Women’s Tournament. In addition, an increase in both the quality of our headliners and the number of concert nights within our entertainment schedule combined with targeted and aggressive casino marketing efforts also contributed to the increases during both periods in 2007.

Operating Income and Net Income. During the three and six months ended June 30, 2007 compared to the same prior year periods, operating income and net income increased primarily due to the previously discussed growth in net revenues. Operating income and net income were also favorably impacted by higher average daily rates in the hotel in conjunction with lower casino departmental expenses, as a percentage of revenues, which resulted in improved profit margins in each of the 2007 periods. Furthermore, increased interest income and other income during the 2007 periods produced higher net income as compared to the same prior year periods.

Revenues

The following table highlights our sources of net operating revenues (dollars in thousands):


	Three months ended June 30, 2007		Three months ended June 30, 2006		Percent Change		Six months ended June 30, 2007		Six months ended June 30, 2006		Percent Change
Casino	$	23,923	$	23,338	2.5	%	$	43,409	$	41,612	4.3	%
Rooms		12,541		11,154	12.4			22,510		20,064	12.2
Food and beverage		9,913		8,870	11.8			19,416		17,242	12.6
Other		2,689		2,138	25.8			4,566		4,041	13.0
Promotional allowances		4,057		3,305	22.8			7,601		6,637	14.5

Casino Revenues.During the second quarter of 2007 compared to the same prior year period, casino revenues rose due to increased table games drop, specifically from volume attributable to cash players. This growth was primarily due to increased traffic on the casino floor associated with the USBC Open Tournament and additional concert dates during the current quarter. Historically, the USBC Open Tournament has attracted table games players as compared to the USBC Women’s Tournament, which has typically had a greater positive impact on slot volume. As a result, slot handle declined 2.6% during the second quarter of 2007 compared to the 2006 period.

Casino revenues improved during the six months ended June 30, 2007 compared to the same prior year period resulting from increases in table games drop and slot handle of 13.8% and 1.3%, respectively. In addition to the previously discussed factors which benefited the second quarter of 2007, increased targeted promotional direct mail offers to our casino customers drove casino revenues during the current six-month period.

Rooms Revenues.During the three and six months ended June 30, 2007 compared to the same prior year periods, our room revenues increased as a result of higher ADR and occupancy percentages in the 2007 periods compared to the 2006 periods. Our ADR and occupancy were $81.60 and 91.1%, respectively, for the three months ended June 30, 2007 compared to $75.98 and 86.6%, respectively, for the three months ended June 30, 2006. Our ADR and occupancy percentages were $78.01 and 85.4%, respectively, for the six months ended June 30, 2007 compared to $72.38 and 81.8% respectively, for the six months ended June 30, 2006. These increases in ADR and occupancy were primarily driven by growth in our convention segment attributable to the USBC Open Tournament along with a general rise in room rates within the Reno market. In addition, our enhanced concert schedule and increased casino promotional room offers also produced increases in hotel occupancy and ADR throughout the 2007 periods compared to the 2006 periods.

Food and Beverage Revenues. Food and beverage revenues rose during the three and six months ended June 30, 2007 compared to the same prior year periods mainly due to increased visitors to our property in connection with the USBC Open Tournament along with selective menu price increases associated with our newly renovated buffet, steakhouse and coffee shop. Additionally, cash beverage sales have continued to escalate as a result of the increased incremental revenues generated by our new lounge, Drinx, which opened in December 2006.

Other Revenues. Other revenues are comprised of revenues generated by our retail outlets, entertainment, events pavilion, and other miscellaneous items. During the three and six months ended June 30, 2007 compared to the same prior year periods, other revenues increased primarily due to higher entertainment revenues resulting from more concerts, both on-property and in the downtown Reno Events Center. This increase was partially offset by a decline in revenues associated with the absence of our events pavilion which was located across North Virginia Street from Silver Legacy on a special events plaza previously owned by our affiliates. The events pavilion was removed in January of 2007 to allow for the construction of a new city-owned ballroom facility on the plaza site which will be operated and managed by Silver Legacy, together with the adjoining Eldorado and Circus Circus properties. The construction period is estimated to be approximately one year. Several large banquet functions held in the events pavilion produced revenues throughout the first six months of 2006.

Promotional Allowances. Promotional allowances, expressed as a percentage of gross revenues, increased to 8.3% and 8.5%, respectively, during the three and six months ended June 30, 2007 compared to 7.3% and 8.0%, respectively, during the three and six months ended June 30, 2006. These increases were primarily attributable to additional complimentary concert tickets as a result of the aforementioned increase in the number of concert dates during the 2007 periods compared to the 2006 periods along with increases in complimentary rooms and food promotional offers to our casino customers.

Operating Expenses

The following table highlights our operating expenses (dollars in thousands):


	Three months ended June 30, 2007		Three months ended June 30, 2006		Percent Change		Six months ended June 30, 2007		Six months ended June 30, 2006		Percent Change
Casino	$	11,041	$	10,656	3.6	%	$	21,188	$	20,832	1.7	%
Rooms		3,472		3,238	7.2			6,604		6,180	6.9
Food and beverage		6,899		6,296	9.6			13,700		12,252	11.8
Other		2,051		1,632	25.7			3,494		3,185	9.7
Selling, general and administrative		8,698		8,397	3.6			16,901		16,347	3.4
Depreciation		3,402		3,157	7.8			6,766		6,297	7.5

Casino Expenses.Casino expenses rose during the three and six months ended June 30, 2007 compared to the same prior year periods as a result of higher casino volume. Savings in slot departmental payroll, as a percentage of revenues, lower special events costs, and a decline in an expense related to the expiration of unredeemed complimentaries were offset by increases in the cost of rooms, food and beverage complimentaries allocated to the casino department, increased gaming taxes and additional costs related to slot machine conversions and repairs.

Rooms Expenses. During the three and six months ended June 30, 2007, rooms expenses increased compared to the same prior year periods due to increased hotel occupancy during both periods. However, higher average daily rates during the 2007 periods, along with efforts to control housekeeping labor and supplies, resulted in improved profit margins in the rooms department in comparison to the same 2006 periods.

Food and Beverage Expenses. During the three and six months ended June 30, 2007 compared to the same prior year periods, food and beverage expenses increased primarily due to higher food cost of sales and labor in an effort to raise the quality and service throughout our restaurant venues. However, increases in our restaurant average check and beverage revenues, combined with lower beverage payroll and other expenses, resulted in stronger overall profit margins in the 2007 periods compared to the same 2006 periods.

Other Operating Expenses. Other operating expenses are comprised of expenses associated with the operation of our retail outlets and events pavilion along with the entertainment department’s production costs and professional fees. Other operating expenses increased during the three and six months ended June 30, 2007 compared to the same prior year periods primarily due to an increase in entertainment expenses, principally for professional entertainer fees, as a result of additional concert dates and higher quality headliners during 2007 compared to 2006.

Selling, General and Administrative Expenses. During the three and six months ended June 30, 2007 compared to the same prior year periods, selling, general and administrative expenses increased principally due to increased facilities costs including utilities, payroll, and building repairs and maintenance. Advertising costs also increased during both periods in 2007 compared to the 2006 periods due to higher media and print production expenditures. Moreover, additional administration expenses also contributed to the increases in the 2007 periods resulting from increases in payroll, credit card discounts, professional fees, and equipment rental and maintenance contracts related to our computer information systems.

Depreciation Expense. Depreciation expense increased during the three and six months ended June 30, 2007 compared to the same prior year periods primarily due to depreciation associated with new capital purchases.

Other (Income) Expense

Other (income) expense is comprised of interest expense, interest income and other. During the three and six months ended June 30, 2007 compared to the same prior year periods, interest expense remained flat while interest income continued to rise due to the steady growth in our invested cash reserves. Other, in both periods, was related to the change in market value of the funded portion of our supplemental executive retirement plan.

Liquidity and Capital Resources

During the six months ended June 30, 2007, we generated cash flows from operating activities of $13.3 million compared to $12.3 million during the six months ended June 30, 2006. The $1.0 million increase in cash provided by operations was attributable to the $2.9 million increase in net income which was partially offset by various changes in balance sheet accounts. The changes in these balance sheet accounts represented changes which occurred in the normal course of business. As of June 30, 2007, cash and cash equivalents were $54.7 million, sufficient for normal operating requirements.

Cash used in investing activities for the six months ended June 30, 2007 was $4.0 million compared to $2.8 million for the six months ended June 30, 2006, and related primarily to capital expenditures for various renovation projects and equipment purchases. Our executive committee has approved $12.1 million in capital expenditures for 2007. In addition, our executive committee has approved up to an additional $3.2 million for equipment purchases for a city-owned ballroom facility currently under construction. The new ballroom will be located across from Silver Legacy on a special events plaza which was previously owned by our affiliates and donated to the City of Reno in January of 2007.

Cash used in financing activities during the six months ended June 30, 2007 was $1.9 million, of which the majority represented tax distributions to our partners for 2007. The remainder of $13,000 related to costs associated with the one-year extension of the maturity date of our credit facility.

In July 2007, we renewed our general and liability insurance policies. Under these policies, the Partnership and the owner of the adjacent Eldorado property, Eldorado Resorts LLC (which is an affiliate of ELLC), have combined earthquake coverage of $350 million and combined flood coverage of $225 million. In the event that an earthquake causes damage only to the Partnership’s property, the Partnership is eligible to receive up to $350 million in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $220 million of the coverage amount (based on our percentage of the total earthquake coverage) and a portion of the other $130 million remaining coverage amount (based on our percentage of the total reported property values). In the event that a flood causes damage only to the Partnership’s property, the Partnership is eligible to receive up to $225 million in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $220 million of the coverage amount (based on our percentage of the total flood coverage) and a portion of the other $5 million remaining coverage amount (based on our percentage of the total reported property values).

Our insurance policy also includes combined terrorism coverage for Silver Legacy and the adjoining Eldorado property up to $500 million. In the event that an act of terrorism causes damage only to the Partnership’s property, the Partnership is eligible to receive up to $500 million in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is

entitled to receive, to the extent of any replacement cost incurred, up to $280 million of the coverage amount (based on our percentage of the total reported property values) and up to the portion of the other $220 million, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC with respect to its adjoining property. This policy also covers an additional property located in Shreveport, LA which is owned by Eldorado Resorts LLC. In the event that an act of terrorism causes damage to all three properties, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $200 million of the coverage amount (based on our percentage of the total reported property values) and up to the portion of the other $300 million, if any, remaining after satisfaction of the claims with respect to the other two properties.

The Partnership’s partnership agreement, as currently in effect, provides that, subject to any contractual restrictions to which the Partnership is subject, including the indenture relating to the Notes, and prior to the occurrence of a “Liquidating Event,” the Partnership will be required to make distributions to its partners as follows:

(i) The estimated taxable income of the Partnership allocable to each partner multiplied by the greater of the maximum marginal federal income tax rate applicable to individuals for such period or the maximum marginal federal income tax rate applicable to corporations for such period (as of the date hereof both rates were 35%); provided, however, that if the State of Nevada enacts an income tax (including any franchise tax based on income), the applicable tax rate for any tax distributions subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal individual tax rate or corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively).

(ii) Annual distributions of remaining “Net Cash From Operations” in proportion to the percentage interests of the partners.

(iii) Distributions of “Net Cash From Operations” in amounts or at times that differ from those described in (i) and (ii) above, provided in each case that both partners agree in writing to the distribution in advance thereof.

As defined in the partnership agreement, the term “Net Cash From Operations” means the gross cash proceeds received by the Partnership, less the following amounts: (i) cash operating expenses and payments of other expenses and obligations of the Partnership, including interest and scheduled principal payments on Partnership indebtedness, including indebtedness owed to the partners, if any, (ii) all capital expenditures made by the Partnership, and (iii) such reasonable reserves as the partners deem necessary in good faith and in the best interests of the Partnership to meet its anticipated future obligations and liabilities (less any release of reserves previously established, as similarly determined).

The Partnership’s partnership agreement provides that the partners shall not be permitted or required to contribute additional capital to the Partnership without the consent of the partners, which consent may be given or withheld in each partner’s sole and absolute discretion.

We believe we have sufficient capital resources to meet all of our obligations. These obligations include existing cash obligations, funding of capital commitments and servicing our debt. Our future sources of liquidity are anticipated to be from our operating cash flow and borrowings available under our amended senior secured credit facility. For information concerning limitations on our ability to utilize our credit facility, see “Senior Secured Credit Facility” below.

The Notes

On March 5, 2002, the Partnership and Capital co-issued $160,000,000 principal amount of senior secured mortgage notes due 2012 (“Notes”). The Notes are senior secured obligations which rank equally with all of the Partnership’s outstanding senior debt and senior to any subordinated debt. The Notes are secured by a security interest in the Issuers’ existing and future assets, which is junior to a security interest in such assets securing the Partnership’s obligations under its credit facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. Each of the Partnership’s partners executed a pledge of all of its partnership interest in the Partnership to secure the Notes, which is junior to a pledge of such partnership interest to secure the Partnership’s obligations on the credit facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. The Notes mature on March 1, 2012 and bear interest at the rate of 10¹/8% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2002. At June 30, 2007, we were in compliance with all of the covenants in the indenture related to the Notes.

Senior Secured Credit Facility

We have a credit facility (as amended, the “Credit Facility”) which provides a $10.0 million revolving facility. Under the Credit Facility, as currently in effect, we must maintain a maximum ratio of total debt to EBITDA of 4.75 to 1.00 and are also required to maintain a minimum ratio of EBITDA to fixed charges of 1.10 to 1.00 at all times. The Credit Facility is secured by a first priority security interest in substantially all of our existing and future assets, other than certain licenses which may not be pledged under applicable law, and a first priority pledge of and security interest in all of the partnership interests in the Partnership held by its partners. The Credit Facility ranks equal in right of payment to our existing and future senior indebtedness, including the Notes, but the security interests securing our obligations under the Credit Facility are senior to the security interests securing our obligations on the Notes. The Credit Facility contains customary events of default and covenants, including covenants that limit or restrict our ability to incur additional debt; create liens or other encumbrances; pay dividends or make other restricted payments; prepay subordinated indebtedness; make investments, loans or other guarantees; sell or otherwise dispose of a portion of our assets; or make acquisitions or merge or consolidate with another entity.

On June 15, 2005, we executed an amendment to the Credit Facility to provide a conditional waiver of the facility’s financial covenants in respect of the quarter ended June 30, 2005, and each subsequent quarter through and including December 31, 2005, provided that no additional credit was extended under the Credit Facility during a quarter for which a waiver was relied upon. In addition, as a condition precedent to any draw on the Credit Facility subsequent to June 15, 2005, we must be in compliance with the Credit Facility’s financial covenants as to the then most recent fiscal quarter in respect of which we are required to deliver financial statements pursuant to the Credit Facility.

On March 2, 2006, the Partnership executed a further amendment to the Credit Facility which extended the previously granted waiver for any defaults under the Credit Facility’s covenants to cover the fiscal quarter ended March 31, 2006 and each subsequent fiscal quarter through and including December 31, 2006, provided that no additional credit was extended under the Credit Facility during such quarters. The March 2, 2006 amendment also waived for 2005 the covenant in Section 7.8 of the Credit Facility which then limited capital expenditures to $10.0 million within a calendar year, which the Partnership exceeded for the year ended December 31, 2005. In addition, the amendment raised the capital expenditure limit to $12.5 million for future calendar years.

On March 28, 2007, an additional amendment was executed to extend the Credit Facility’s original maturity date of March 31, 2007 for an additional year to March 31, 2008. This amendment also reduced the minimum ratio of EBITDA to fixed charges to 1.10 to 1.00 and raised the capital expenditure limit to an aggregate of $15.0 million in any twelve-month period. Furthermore, this amendment revised in its entirety Section 7.16 of the Credit Facility to allow for prepayments of the Notes provided certain conditions precedent are satisfied. There was no debt outstanding under the Credit Facility at June 30, 2007. As of such date, the Partnership was in compliance with all of the covenants in the Credit Facility and had the ability to borrow on a revolving basis all of the $10.0 million available under the Credit Facility.

Critical Accounting Policies

A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2006. There have been no material changes to these policies during the six months ended June 30, 2007.

Forward-Looking Statements

Certain information included in this report and other materials filed or to be filed by the Partnership and Capital with the Securities and Exchange Commission (as well as information included in oral statements or written statements made or to be made by them) contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our current expectations about future events. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance and business, including, current and future operations and statements that include the words “may”, “could”, “should”, “would”, “believe”, “expect”, “anticipate”, “estimate”,

“intend”, “plan” or similar expressions. Such statements include information relating to capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, changes in Federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions), expansion of gaming on Native American lands (including such lands in California), risks and uncertainties relating to any applications for licenses and approvals under applicable laws and regulations (including gaming laws and regulations) and any further terrorist attacks similar to those that occurred September 11, 2001. Additional information concerning potential factors that we think could cause our actual results to differ materially from expected and historical results is included in Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2006. If one or more of the assumptions underlying our forward-looking statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements contained in this report. Therefore, we caution you not to place undue reliance on our forward-looking statements. This statement is provided as permitted by the Private Securities Litigation Reform Act of 1995.

Item 3.

Quantitative and Qualitative Disclosures About Market Risks

We are potentially exposed to market risk in the form of fluctuations in interest rates and their potential impact upon our variable rate debt outstanding, if any. We evaluate our exposure to this market risk by monitoring interest rates in the marketplace and we have, on occasion, utilized derivative financial instruments to help manage this risk. To manage our exposure to counterparty credit risk in interest rate swaps, we have on occasion entered into agreements with highly rated institutions. As of June 30, 2007, we had no variable rate debt outstanding. However, under our $10.0 million revolving credit facility, we may have outstanding from time to time up to $10.0 million of variable rate debt. For information concerning limitations on our ability to utilize our credit facility, see the discussion under the caption “Senior Secured Credit Facility” in Item 2 above.

Item 4.

Controls and Procedures

An evaluation was performed by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2007, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting.

Part II. OTHER INFORMATION

Item 6.

Exhibits

(a)

Exhibits.


31.1		Certification of Gary L. Carano

31.2		Certification of Stephanie D. Lepori

32.1		Certification of Gary L. Carano pursuant to 18 U.S.C. Section 1350

32.2		Certification of Stephanie D. Lepori pursuant to 18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	H.S. junior Avg

CIRCUS AND ELDORADO JOINT VENTURE

Date: August 14, 2007

/s/ Gary L. Carano

Gary L. Carano

Chief Executive Officer (Principal Executive Officer)