Colony Resorts LVH Acquisitions 10Q 2007 Q3 Quarterly report

Colony Resorts LVH Acquisitions Inactive 10-Q2007 Q3 Quarterly report

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FOR THE QUARTERLY PERIOD ENDED September 30, 2007

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 September 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 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated filer x

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

As of November 1, 2007 there were 1.50 Class A Membership Units outstanding and there were 1,500,000 Class B Membership Units outstanding.

COLONY RESORTS LVH ACQUISITIONS, LLC

FORM 10-Q

TABLE OF CONTENTS



		Page

PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	UNAUDITED CONDENSED BALANCE SHEETS	1

	UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	2

	UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	4

	NOTES TO FINANCIAL STATEMENTS	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18

ITEM 4.	CONTROLS AND PROCEDURES	19

PART II.	OTHER	20

ITEM IA	RISK FACTORS	20

ITEM 6.	EXHIBITS	20

COLONY RESORTS LVH ACQUISITIONS, LLC

CONDENSED BALANCE SHEETS

(in thousands)


	September 30, 2007		December 31, 2006*
	(Unaudited)
Assets
CURRENT ASSETS:
Cash and equivalents	$	25,780	$	22,943
Restricted cash		1,531		3,396
Accounts receivable, net of allowance for doubtful accounts of $5,744 at September 30, 2007 and $4,561 at December 31, 2006		19,915		18,826
Inventories		2,740		2,921
Prepaid expenses and other current assets		5,674		4,501

Total current assets		55,640		52,587
PROPERTY AND EQUIPMENT, NET		346,854		334,602
RESTRICTED CASH		3,772		2,882
OTHER ASSETS, NET		3,933		3,859

Total assets	$	410,199	$	393,930

Liabilities and Members’ Equity
CURRENT LIABILITIES:
Accounts payable	$	5,599	$	11,850
Accrued expenses		40,879		35,783
Due to affiliates		4,005		3,114

Total current liabilities		50,483		50,747
TERM LOAN		237,908		225,096

Total liabilities		288,391		275,843
COMMITMENTS AND CONTINGENCIES
REDEEMABLE MEMBERS’ EQUITY		60,000		60,000
MEMBERS’ EQUITY		61,808		58,087

Total liabilities and members’ equity	$	410,199	$	393,930

*	Condensed from audited financial statements.

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 three months ended September 30, 2007			For the three months ended September 30, 2006
Revenues:
Casino	$	28,296		$	28,242
Rooms		24,774			21,810
Food and beverage		17,976			16,716
Other revenue		6,005			6,779

Total revenue		77,051			73,547
Less: promotional allowances		(7,637	)		(6,538	)

Net revenues		69,414			67,009

Expenses:
Casino		21,353			20,562
Rooms		8,084			7,789
Food and beverage		13,329			12,588
Other expense		3,944			5,349
General and administrative		17,821			17,888
Depreciation and amortization		4,009			3,306

Total expense		68,540			67,482

Operating income (loss)		874			(473	)
Interest expense		5,086			5,210

Net loss	$	(4,212	)	$	(5,683	)

Net loss allocation
Allocable to Class A		—			—
Allocable to Class B	$	(4,212	)	$	(5,683	)
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			1,500,001.50
Net loss per Class A membership unit-basic	$	(2.81	)	$	(3.79	)
Net loss per Class B membership unit-basic	$	(2.81	)	$	(3.79	)
Per membership unit-diluted	$	(2.81	)	$	(3.79	)

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 nine months ended September 30, 2007			For the nine months ended September 30, 2006
Revenues:	��
Casino		$	81,720		$	81,050
Rooms			85,456			78,704
Food and beverage			56,662			55,059
Other revenue			19,472			22,129

Total revenue			243,310			236,942
Less: promotional allowances			(22,278	)		(19,573	)

Net revenues			221,032			217,369

Expenses:
Casino			61,239			58,586
Rooms			24,550			24,156
Food and beverage			40,896			40,685
Other expense			12,500			15,990
General and administrative			53,128			52,501
Depreciation and amortization			11,726			9,536

Total expense			204,039			201,454

Operating income			16,993			15,915
Interest expense			14,613			17,806

Net income (loss)		$	2,380		$	(1,891	)

Net income (loss) allocation
Allocable to Class A		$	—		$	—
Allocable to Class B		$	2,380		$	(1,891	)
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			1,500,001.50
Net income (loss) per Class A membership unit-basic		$	1.59		$	(1.26	)
Net income (loss) per Class B membership unit-basic		$	1.59		$	(1.26	)
Per membership unit-diluted		$	1.59		$	(1.26	)

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 nine months ended September 30, 2007			For the nine months ended September 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,380		$	(1,891	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		11,726			9,536
Valuation change in interest rate cap agreement		89			469
Amortization of deferred financing costs		1,212			1,407
Provision for doubtful accounts		1,839			1,437
Stock-based employee compensation		1,340			1,155
Changes in assets and liabilities:
Accounts receivable		(2,928	)		(3,680	)
Inventories		181			271
Prepaid expenses and other current assets		(1,173	)		(981	)
Accounts payable		(6,251	)		(2,097	)
Accrued expenses		5,096			(4,037	)
Due to affiliates		892			3,455

Net cash provided by operating activities		13,029			5,044

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment		(23,978	)		(21,742	)
(Increase)/decrease in restricted cash		974			(2,267	)
Other assets		(1,374	)		—

Net cash used in investing activities		(23,003	)		(24,009	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Term Loan		12,812			220,496
Repayment of Archon Term Loan		—			(200,000	)
Debt issuance costs		(1	)		(3,602	)

Net cash provided by financing activities		12,811			16,894

Increase/(decrease) in cash and equivalents		2,837			(2,071	)
Cash and equivalents at beginning of year		22,943			17,218

Cash and equivalents at end of period	$	25,780		$	15,147

Supplemental Cash Flow Disclosure:
Cash paid for interest, net of amount capitalized	$	11,872		$	15,993

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 Hilton Inns, Inc. (“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 (“Co-Investment Voteco”), (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 Property. 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 three-months and nine-months ended September 30, 2007, 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, 2006, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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

Reclassifications

Certain amounts in the September 30, 2006 financial statements have been reclassified to conform to the September 30, 2007 presentation. These reclassifications had no effect on the previously reported net loss.

Recent Accounting Pronouncements

In October 2006, the FASB issued FASB Staff Position No. FAS 123(R)-5,Amendment of FASB Staff Position FAS 123(R)-1, (“FSP FAS 123(R)-5”) to address whether a change to an equity instrument in connection with an equity restructuring should be considered a modification for the purpose of applying FASB Staff Position No. FAS 123(R)-1,Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FAS Statement No. 123(R) (“FSP FAS 123(R)-1”). FSP FAS 123(R)-1 states that financial instruments issued to employees in exchange for past or future services are subject to the provisions of Statement of Financial Accounting Standards 123(R) unless the terms of the award are modified when the holder is no longer an employee. In FSP FAS 123(R)-5, the FASB staff concluded that changes to the terms of an award that are made solely due to an equity restructuring are not considered modifications as described in FSP FAS 123(R)-1 unless the fair value of the award increases, anti-dilution provisions are added, or holders of the same class of equity instruments are treated unequally. FSP FAS 123(R)-5 is effective for the first reporting period beginning after October 10, 2006. The adoption of FSP FAS 123(R)-5 did not have a material impact on the Company’s financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,Fair Value Measurement (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and provides for expanded disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This guidance was issued to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact that the adoption of SFAS 157 will have on the Company’s financial position, results of operations and cash flows.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159,The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of the first fiscal year after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year on or before November 15, 2007, provided the provisions of SFAS 157 are also applied. Management is currently evaluating the impact that the adoption of SFAS 159 will have on the Company’s financial position, results of operations and cash flows.

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 $209.0 million and was for an initial term of two (2) years with three, one-year extensions. The Company has drawn an additional $29.0 million against the Term Loan. The Term Loan is subject to future funding to a maximum of $250 million.

Interest on the Term Loan accrues at a rate of one month LIBOR plus 2.9%. The Term Loan provides for no amortization during the term. The Term Loan is collateralized by a first priority deed of trust on the Property.

Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap for $607,900 with a LIBOR strike rate of 5.75% for the first two years of the Term Loan and an interest rate cap with a LIBOR strike rate of 6.25% for any extension periods. As of September 30, 2007, the interest rate cap was valued at $22,062.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2007 approximately $588,000 of interest was capitalized. For the nine months ended September 30, 2006 approximately $330,000 of interest was capitalized.

Proceeds from the Term Loan were used to extinguish the Company’s prior loan with Archon Financial, L.P. (the “Archon Loan”) dated as of June 18, 2004 and to pay a $1.0 million exit fee.

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 $3.5 million for the nine months ended September 30, 2007 and $3.1 million for the nine months ended September 30, 2006.

4. REDEEMABLE MEMBERS’ INTERESTS

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 the 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 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 is required to 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.

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 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.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of September 30, 2007, 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 September 30, 2007, 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 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;

•

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.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

6. 2004 INCENTIVE PLAN

In connection with the closing of the Acquisition, the Company’s board and members approved the Company’s 2004 Incentive Plan (the “Plan”). As of June 18, 2004, the Company had a total of 0.167 Class A Units and 166,667 Class B units reserved for issuance under the Plan. The Plan was amended by the board on May 16, 2006 in order to (1) comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and (2) eliminate the provision that excludes the value attributable to the Development Parcels (as defined in the Plan).

Subsequent to the closing of the Acquisition, the Company granted 0.167 options of Class A Units and 166,667 options of Class B Units to certain executives, in accordance with the Plan. The options have a 10 year life, vest over three years and have an exercise price of $100 per unit in both classes which was equal to, or greater than, the fair market value of the membership units at the date of grant. As a result of the amendment on May 16, 2006 which eliminated the exclusion of the value of the Development Parcels, the options increased in value.

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123(R)) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s estimated requisite service period (generally the vesting period of equity award) on a straight-line basis. Estimates are revised if key elements of the options change. The cumulative effect on compensation cost as a result of changes to key elements or forfeiture estimates are recognized in the period of the change. The amendment on May 16, 2006 triggered a revaluation of the options. The increase in value has been recorded on a straight-line basis over the remaining vesting period of the options.

Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No.25), and related interpretations. The Company adopted SFAS No. 123(R) using the modified prospective method and, accordingly, financial statement amounts for prior periods presented in the Form 10-K have not been restated to reflect the fair value method of recognizing compensation cost relating to these options.

The fair value of the option awards is estimated on the date of grant using an appraisal of the value of the Company and its membership units. No additional grants have been awarded subsequent to the Acquisition date.

There was approximately $1.3 million and $1.2 million of compensation cost related to the 166,667 options recognized in general and administrative expenses for the nine months ended September 30, 2007 and September 30, 2006 respectively in the implementation of SFAS No. 123(R). There was approximately $0 and $385,000 of compensation cost in general and administrative expenses for the three months ended September 30, 2007 and September 30, 2006 respectively. The 166,667 options are fully vested as of June 30, 2007 and there will be no future compensation expense related to this option plan.

The estimated fair value of the options at the date of grant was $27.73 per membership unit and was computed using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: risk free interest rate of 3.24%; no expected dividend yields; and expected vesting periods of 36 months. The estimated fair value of the options at the date of the May 16, 2006 amendment was $38.21 per membership unit and was also computed using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: risk free interest rate of 5.07%, no expected dividend yield, and expected vesting periods of 13 months. The following table sets forth the assumptions used to determine compensation cost for these options consistent with the requirements of SFAS No. 123(R).

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Weighted-average assumptions:	2006 (Post Amendment)			2006 (Pre Amendment)			2005			2004
Model		Black-Scholes			Black-Scholes			Black-Scholes			Black-Scholes
Number of options		166,667			166,667			166,667			166,667
Membership unit price	$	100		$	100		$	100		$	100
Exercise unit price	$	100		$	100		$	100		$	100
Dividend Yield		N/A			N/A			N/A			N/A
Volatility		37	%		40	%		40	%		40	%
Risk-Free rate		5.07	%		3.24	%		3.24	%		3.24	%
Valuation Date		May 16, 2006			June 18, 2004			June 18, 2004			June 18, 2004
Expiration Date		June 18, 2014			June 18, 2014			June 18, 2014			June 18, 2014
Term		13 months						36 months			36 months
Up movement		N/A						N/A			N/A
Down movement		N/A						N/A			N/A
Risk Neutral Probability		N/A						N/A			N/A

7. 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. 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 one year 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 September 30, 2007 and December 31, 2006, the certificates of deposit which secure the letters of credit total $3,762,000 and $1,435,000, respectively, and are included in restricted cash. As of September 30, 2007 and December 31, 2006, 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.

- 10 -

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Overview

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, 2006 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The following discussion of the Company’s results of operations compares the three months and nine months ended September 30, 2007 to the three months and nine months ended September 30, 2006 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 and Poker. 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.

Comparison of the Three Months Ended September 30, 2007 with the Three Months Ended September 30, 2006

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 37% of the Hotel’s gross revenue is derived from gaming, while 32% 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 September 30,
	2007			2006
Net revenues	$	69,414		$	67,009
Operating income (loss)		874			(473	)
Net loss		(4,212	)		(5,683	)

Revenue Information

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


	Three Months Ended September 30,
	2007			2006			Percent Change
Casino	$	28,296		$	28,242		—
Rooms		24,774			21,810		14	%
Food and beverage		17,976			16,716		8	%
Other revenue		6,005			6,779		(11	)%

		77,051			73,547		5	%
Less - promotional allowance		(7,637	)		(6,538	)	17	%

Net revenues	$	69,414		$	67,009		4	%

Casino

Casino revenue was flat for the quarter ended September 30, 2007 compared to the quarter ended September 30, 2006. An increase of $2.2 million in slot and race and sports book win was basically offset by lower table games win. The increase in slot win and race and sports book win is a result of higher win percentages and higher volume in both gaming segments for the quarter ended September 30, 2007 compared to the quarter ended September 30, 2006. Table games revenue for the third quarter of 2007 was approximately $1.8 million lower than the table games revenue for the third quarter of 2006. Certain high worth table game patrons who gambled in the third quarter of 2006 did not return in 2007.

The Casino operating department margin was 24.5% for the quarter ended September 30, 2007. The operating department margin was lower than the quarter ended September 30, 2006 primarily due to higher marketing expenses for the quarter ended September 30, 2007.

Rooms

For the quarter ended September 30, 2007, room revenue was $24.8 million, an increase of $3.0 million from the quarter ended September 30, 2006. The increase is primarily attributable to an increase in the average daily room rate for the quarter ended September 30, 2006 compared to the average daily room rate for the quarter ended September 30, 2007.

The Room operating department margin was 67.4% for the three months ended September 30, 2007 compared to 64.3% for the three months ended September 30, 2006. The increased efficiency was primarily due to higher revenues compared to stable expenses.

Food and Beverage

Food and Beverage revenue for the quarter ended September 30, 2007 was $17.9 million compared to $16.7 million for the quarter ended September 30, 2006 - an increase of $ 1.3 million or 7.5%. The increase in revenue was primarily due to increased revenue in banquets and catering, in our high-end Asian restaurant and at a newly opened deli. The operating margins were relatively unchanged with an operating margin of 25.9% for the quarter ended September 30, 2007 compared to an operating margin of 24.7% for the quarter ended September 30, 2006.

Other

Other Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $6.0 million for the quarter ended September 30, 2007 or $0.8 million less than Other Revenue reported for the quarter ended September 30, 2006. Entertainment revenue was higher for the third quarter of 2006 compared to the third quarter of 2007 because of more scheduled performances from headliner entertainment during 2006.

Operating Cost and Expense Information

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


	Three Months Ended September 30,
	2007		2006		Percent Change
Casino	$	21,353	$	20,562	4	%
Rooms		8,084		7,789	4	%
Food and beverage		13,329		12,588	6	%
Other		3,944		5,349	(26	)%
General and administrative		17,821		17,888	—
Depreciation and amortization		4,009		3,306	21	%

Total	$	68,540	$	67,482	2	%

Operating Expenses

Operating expenses (excluding depreciation and amortization) were flat for the quarter ended September 30, 2007 compared to the quarter ended September 30, 2006. Slight increases in all categories were offset by a decrease in other expenses. The decrease in other expenses is due to lower entertainment headliner fees caused by fewer performances in the quarter.

Depreciation and amortization increased from $3.3 million for the quarter ended September 30, 2006 to $4.0 million for the quarter ended September 30, 2007. The increase is primarily due to the additional expense associated with renovations completed during 2006 and the first quarter of 2007.

Interest Expense

For the three months ended September 30, 2007, interest expense totaled $5.1 million. For the three months ended September 30, 2006, interest expense totaled $5.2 million. The decrease of $0.1 million is due to the refinancing of the Archon Loan at a lower interest rate.

Comparison of the Nine Months Ended September 30, 2007 with the Nine Months Ended September 30, 2006

Summary Financial Information

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


	Nine Months Ended September 30,
	2007		2006
Net revenues	$	221,032	$	217,369
Operating income		16,993		15,915
Net income/(loss)		2,380		(1,891	)

Revenue Information

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


	Nine Months Ended September 30,
	2007			2006			Percent Change
Casino	$	81,720		$	81,050		1	%
Rooms		85,456			78,704		9	%
Food and beverage		56,662			55,059		3	%
Other revenue		19,472			22,129		(12	)%

		243,310			236,942		3	%
Less: - promotional allowance		(22,278	)		(19,573	)	14	%

Net revenues	$	221,032		$	217,369,		2	%

Casino

Casino revenue increased $0.7 million, to $81.7 million for the nine months ended September 30, 2007, compared to $81.0 million for the nine months ended September 30, 2006. Higher slot revenue was offset by lower table games revenue. Slot revenue increased $5.0 million for the first nine months of 2007 compared to the first nine months of 2006. The increase in slot win was primarily due to an increase in slot hold percentage. Table games revenue decreased by $5.2 million for the first nine months of 2007 compared to the first nine months of 2006 primarily as a result of the company’s success with high end table game play in 2006.

The Casino operating department margin was 25.1% for the nine months ended September 30, 2007. The operating department margin was 27.7% for the nine months ended September 30, 2006. The decrease in casino operating margin is primarily due to higher promotional expenses and database marketing expenses in the first nine months of 2007 compared to the first nine months of 2006.

Rooms

For the first nine months ended September 30, 2007, room revenue was $85.4 million, an increase of $6.7 million from the first nine months ended September 30, 2006. The increase is primarily attributable to an increase in the average daily room rate for the nine months ended September 30, 2006 compared to the average daily room rate for the nine months ended September 30, 2007.

The room operating department margin increased from the nine months ended September 30, 2006 to the nine months ended September 30, 2007. The Room operating margin for the nine months ended September 30, 2007 was 71.3%; the room operating margin for the nine months ended September 30, 2006 was 69.3%. The increase in operating margin was due to stable costs on higher revenues.

Food and Beverage

Food and Beverage revenue for the nine months ended September 30, 2007 was $56.7 million compared to $55.1 million for the nine months ended September 30, 2006. The operating margin of 27.8% for the first nine months of 2007 was slightly improved from the operating margin of 26.1% for the nine months of 2006. The increase in operating margin was due to stable costs compared to higher revenues.

Other

Other Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $19.5 million for the nine months ended September 30, 2007 or $2.7 million less than Other Revenue reported for the nine months ended September 30, 2006. Entertainment revenue was higher for the first three quarters of 2006 compared to the first three quarters of 2007 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):


	Nine Months Ended September 30,
	2007		2006		Percent Change
Casino	$	61,239	$	58,586	5	%
Rooms		24,550		24,156	2	%
Food and beverage		40,896		40,685	1	%
Other expense		12,500		15,990	(22	)%
General and administrative		53,128		52,501	1	%
Depreciation and amortization		11,726		9,536	23	%

Total	$	204,039	$	201,454	1	%

Operating Expenses

Operating expenses (other than depreciation and amortization) were flat for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006. The $3.5 million decrease in other expense was due to lower entertainment headliner fees caused by fewer performances in the nine-month period ended September 30, 2007. The lower other expense was offset by higher casino expenses primarily from higher promotional expense.

Depreciation and amortization increased from $9.5 million for the first nine months of 2006 to $11.7 million for the first half of 2007. The increase is primarily due to the additional expense associated with renovations completed during 2006 and 2007.

Interest Expense

For the nine months ended September 30, 2007, interest expense totaled $14.6 million. For the nine months ended September 30, 2006, interest expense totaled $17.8 million. The decrease of $3.2 million is due to the refinancing of the Archon Loan at a lower interest rate.

Liquidity and Capital Resources

Cash flows of the Company for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006 consisted of the following:

Cash Flow - Operating Activities

Cash flow provided by operations was $13.0 million for the nine months ended September 30, 2007 compared to $5.0 million provided by operations for the nine months ended September 30, 2006. Accrued expenses increased $5.1 million for the nine months ended September 30, 2007. Accrued expenses were reduced by $4.0 million for the nine months ended September 30, 2006.

As of September 30, 2007, the Company had cash and equivalents of $25.8 million of which $8.2 million was cash in the casino used to fund daily operations. For the remainder of 2007, the Company expects to fund property operations, capital expenditures, and debt service requirements from existing cash balances, operating cash flow and new borrowings.

Cash Flows - Investing Activities

For the nine months ended September 30, 2007, $23.0 million of cash was used to fund investing activities of which $24.0 million was used for additions for property and equipment. For the nine months ended September 30, 2006, $24.0 million was used to fund investing activities of which $21.7 million of cash was used for additions to property and equipment.

Cash Flows - Financing Activities

For the nine months ended September 30, 2007, $12.8 million of new borrowings under the Term Loan were primarily used for the purchase of property and equipment. During the nine months ended September 30, 2006, the Archon Loan was refinanced with proceeds of $220 million dollars. The Archon Loan totaling $200 million was paid in full.

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, no assurances can be made that such sources will be sufficient to meet such requirements. Covenants under the Term Loan restrict the Company’s future borrowing capacity. However, subject to certain conditions, the Term Loan does permit the Company to incur additional debt to fund working capital. If circumstances warrant, the Company may seek a working capital line of credit.

A downturn in the economy, 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 Obligations and Other Commitments

There have been no material changes to the table of contractual obligations presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 other than the new borrowings under the Term Loan previously discussed.

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 September 30, 2007 amounts in thousands):


	Initial Maturity Date	Face Amount		Carrying Value		Estimated Fair Value
Term Loan	May 2008	$	237,908	$	237,908	$	237,908

On May 11, 2006, the Company entered into the Term Loan. The Term Loan was for an initial principal amount of $209 million and for an initial term of two (2) years with three, one-year extensions. The Company has drawn an additional $29 million under the Term Loan. The Term Loan was subject to a $5.8 million holdback amount for deferred maintenance projects all of which has been released. The Term Loan is subject to future funding to a maximum of $250 million. Interest on the Term Loan accrues at a rate of one month LIBOR plus 2.9%. The Term Loan provides for no amortization during the term. The Term Loan is secured by a first priority deed of trust on the Property.

Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with a LIBOR strike rate of 5.75% for the first two years of the Term Loan and an interest cap with a LIBOR strike rate of 6.25% for any extension periods.

Proceeds of the Term Loan were used to extinguish the Archon Loan and for general working capital purposes.

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

A description of our critical accounting policies is included 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 for the nine months ended September 30, 2007.

Recent Accounting Pronouncements

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 $2.3 million for the year ending December 31, 2007. 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.

ITEM 4.

CONTROLS AND PROCEDURES

a)Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS

The risk factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006 have not materially changed as of September 30, 2007, except as follows:

An entity affiliated with Colony Capital has recently acquired Station Casinos, Inc., which owns and operates several hotel/casino properties in the Las Vegas metropolitan area and which are competitors of the Company. It is possible that Colony could, under certain circumstances, have an incentive to operate Station Casinos, Inc. to the competitive detriment of the Company. For example, Colony could direct an opportunity or an event to Station and not to the Company. As a result of Colony’s interest in the competing Las Vegas hotel/casino properties, a conflict of interest may be deemed to exist by reason of Colony’s access to information and business opportunities possibly useful to any or all of such hotel/casino properties.

ITEM 6.

EXHIBITS


EXHIBIT NUMBER

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.****


EXHIBIT NUMBER

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 Ken Ciancimino ++

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 Acquisitions, LLC and Joseph DeRosa

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, 2004 (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.

++++		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)

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.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Avg

COLONY RESORTS LVH ACQUISITIONS, LLC

Date: November 13, 2007

/s/ Rodolfo Prieto

Rodolfo Prieto

Chief Executive Officer and General Manager