10-Q 1 d10q.htm FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

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, 2011

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

For the transition period from to

Commission File Number 000-50635

COLONY RESORTS LVH ACQUISITIONS, LLC

(Exact Name of Registrant as Specified in its Charter)

NEVADA		41-2120123
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

3000 PARADISE ROAD LAS VEGAS, NEVADA		89109
(Address of Principal Executive Offices)		(Zip Code)

702-732-5111

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

As of August 9, 2011 there were 1.5 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

	COLONY RESORTS LVH ACQUISITIONS, LLC

		UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS:

		CONDENSED BALANCE SHEETS	1

		UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	2

		UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS	4

		NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	5

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12

ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22

ITEM 4.		CONTROLS AND PROCEDURES	23

PART II.		OTHER INFORMATION	24

ITEM 6.		EXHIBITS	24

SIGNATURES			27

COLONY RESORTS LVH ACQUISITIONS, LLC
CONDENSED BALANCE SHEETS
(in thousands)

			June 30, 2011	December 31, 2010*
			(Unaudited)
		Assets
CURRENT ASSETS:
	Cash and equivalents		$ 6,710	$ 10,474
	Restricted cash		9,092	6,935
	Accounts receivable, net of allowance for doubtful
		accounts of $6,316 at June 30, 2011 and $6,417 at December 31, 2010	9,707	8,382
	Inventories		2,259	2,465
	Prepaid expenses and other current assets		4,355	3,959
		Total current assets	32,123	32,215
PROPERTY AND EQUIPMENT, NET			306,501	313,325
RESTRICTED CASH			6,690	6,690
OTHER ASSETS, NET			2,238	2,861
		Total assets	$ 347,552	$ 355,091

		Liabilities and Members’ (Deficit)/Equity
CURRENT LIABILITIES:
	Current portion of term loan		$ 230,000	$ -
	Current portion of term loan funded by affiliate		22,000	-
	Current portion of other long-term debt		832	611
	Accounts payable		6,366	8,167
	Accrued interest		12,913	-
	Accrued expenses		23,465	24,312
	Due to affiliates		485	1,862
		Total current liabilities	296,061	34,952
ACCRUED DEFERRED INTEREST EXPENSE			-	5,212
TERM LOAN			-	230,000
PORTION OF TERM LOAN FUNDED BY AFFILIATE			-	22,000
OTHER LONG-TERM DEBT			49	222
LONG TERM DEPOSITS			61	63
		Total liabilities	296,171	292,449
COMMITMENTS AND CONTINGENCIES (Note 8)
REDEEMABLE MEMBERS’ EQUITY			61,800	61,800
MEMBERS’ (DEFICIT)/EQUITY			(10,419)	842
		Total liabilities and members’ (deficit)/equity	$ 347,552	$ 355,091

___________

*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 June 30, 2011	For the three months ended June 30, 2010
Revenues:
		Casino	$ 14,202	$ 15,629
		Rooms	19,332	19,436
		Food and beverage	14,385	15,739
		Other revenue	2,524	2,657
	Total revenue		50,443	53,461
		Less: promotional allowances	(4,931)	(5,920)
	Net revenues		45,512	47,541
Expenses:
		Casino	12,735	14,716
		Rooms	7,645	7,449
		Food and beverage	11,346	11,036
		Other expense	1,305	1,877
		General and administrative	12,202	13,129
		Depreciation and amortization	4,400	4,924
	Total expense		49,633	53,131
Operating loss			(4,121)	(5,590)
		Interest expense	4,743	4,261
Net loss			$ (8,864)	$ (9,851)
	Net loss allocation
		Allocable to Class A	$ -	$ -
		Allocable to Class B	$ (8,864)	$ (9,851)
		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	$ (5.91)	$ (6.57)
		Net loss income per Class B membership unit-basic	$ (5.91)	$ (6.57)
		Per membership unit-diluted	$ (5.91)	$ (6.57)

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 six months ended June 30, 2011	For the six months ended June 30, 2010
Revenues:
		Casino	$ 29,003	$ 35,268
		Rooms	42,851	40,232
		Food and beverage	31,476	31,791
		Other revenue	4,900	6,181
	Total revenue		108,230	113,472
		Less: promotional allowances	(10,717)	(11,978)
	Net revenues		97,513	101,494
Expenses:
		Casino	25,967	29,747
		Rooms	15,281	14,713
		Food and beverage	23,321	21,988
		Other expense	2,321	3,794
		General and administrative	25,162	25,976
		Depreciation and amortization	9,316	9,843
	Total expense		101,368	106,061
Operating loss			(3,855)	(4,567)
		Interest expense	8,326	7,345
Net loss			$ (12,181)	$ (11,912)
	Net loss Allocation
		Allocable to Class A	$ -	$ -
		Allocable to Class B	$ (12,181)	$ (11,912)
		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	$ (8.12)	$ (7.94)
		Net loss per Class B membership unit-basic	$ (8.12)	$ (7.94)
		Per membership unit-diluted	$ (8.12)	$ (7.94)

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 six months ended June 30, 2011	For the six months ended June 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$ (12,181)	$ (11,912)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization	9,316	9,843
	Amortization of deferred financing costs	570	428
	Valuation change in interest rate cap adjustment	55	-
	Provision for doubtful accounts	302	(398)
	Stock based compensation	53	80
Changes in assets and liabilities:
	Accounts receivable	(1,626)	(2,142)
	Inventories	205	43
	Prepaid expenses and other current assets	(396)	(271)
	Other assets	(2)	38
	Accounts payable	(1,801)	219
	Accrued interest	12,913	-
	Accrued expenses	20	(1,448)
	Due to affiliates	(1,377)	(218)
	Accrued deferred interest expense	(5,212)	-
	Long term deposits	(2)	(5)
Net cash provided by/(used in) operating activities		837	(5,743)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to property and equipment	(2,347)	(2,093)
	(Increase)/decrease in restricted cash	(2,157)	2,517
Net cash (used in)/provided by investing activities		(4,504)	424
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayment of other long-term debt	(97)	-
	Debt issuance costs	-	(137)
Net cash used in financing activities		(97)	(137)
Decrease in cash and equivalents		(3,764)	(5,456)
Cash and equivalents at beginning of year		10,474	13,901
Cash and equivalents at end of period		$ 6,710	$ 8,445

Supplemental Cash Flow Disclosure:
Cash paid for interest		$ 4	$ 4,798
Acquisition of gaming assets with seller financing		$ 145	$ -
Non-Cash Transaction:
Reduction of base jackpot liability		$ 867	$ -

See notes to the unaudited condensed financial statements.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

Interim Financial Statements

The accompanying condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods have been made. The results for the six-months ended June 30, 2011, 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, 2010, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

In preparing the accompanying unaudited condensed consolidated financial statements, the Company has reviewed and evaluated, as determined necessary by the Company’s management, events that have occurred after June 30, 2011, up until the issuance of the financial statements which occurred on August 9, 2011.

Use of Estimates

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

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In April, 2010, the FASB released an Accounting Standards Update (ASC Topic 924) addressing the issue of accounting for casino jackpots. The update addressed the issue of the accounting diversity regarding the accrual of a jackpot liability for base jackpots. The pronouncement required a liability to be recorded at the time the entity has the obligation to pay the jackpot and applied to both base and progressive jackpots. The update was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. The Company adopted the guidance as of January 1, 2011. The adoption reduced the Company’s current liabilities by approximately $867,000. There was an offset to the accumulated deficit account for a like amount. There was no effect on the results of operations or cash flows.

A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Financial Statements.

2. GOING CONCERN

The accompanying unaudited condensed financial statements are prepared assuming that the Company will continue as a going concern.

As shown in the financial statements, the Company generated net losses of $8.9 million for the three months and $12.2 million for the six months ended June 30, 2011 and the Company had an accumulated deficit and a working capital deficiency at June 30, 2011.

As of July 29, 2011 the Company is in default on its Term Loan. Accordingly, the lender is entitled to exercise various rights, powers and remedies including acceleration of the Loan, termination or suspension of all or any portion of advances or disbursement of funds from restricted cash accounts, accrual of interest at the default rate and the exercise of remedies under collateral documents. The Company is currently in discussions with its lender to negotiate a restructuring of its debt. If the Company is not successful in a restructuring agreement or entering into a transaction to address its liquidity and capital structure, the note holders have the ability to demand accelerated repayment of all amounts under the Term Loan. The Company would not have the liquidity to meet this demand.

The conditions and events described above raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amount and classification of liabilities that may result from the outcome of this uncertainty.

3. TERM LOAN

On May 11, 2006, the Company entered into a Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. (the “Term Loan”). The Term Loan was for an initial principal amount of $209.2 million and for an initial term of two years. The Company has drawn an additional $40.8 million against the Term Loan, the maximum funding of the Term Loan. Covenants under the Term Loan restrict the Company’s future borrowing capacity. The loan had an original two-year term and three, one-year extensions.

On August 14, 2009, the Company executed the First Amendment to the Term Loan which extended the loan until June 1, 2011. The Company was required to 1) pay an initial principal payment of $15 million, 2) pay an extension fee of $1.175 million, 3) pay an exit fee of $75,000 for the initial principal payment, 4) purchase an interest rate cap at a cost of $37,500, and 5) pay any out-of-pocket expenses incurred by the lender. On October 30, 2009 the Company was required to pay an additional principal payment of $5.0 million and an exit fee of $25,000 for the additional principal payment. Interest on the loan was based on LIBOR plus 2.9% with a minimum LIBOR rate of 1.5%. Interest incremented to LIBOR plus 3.5% from July 2009 through May 2010 and increased to LIBOR plus 4.0% from June 2010 through May 2011.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On July 1, 2010 the Company stopped making interest payments on the Term Loan. The Company accrued interest at a default rate of 5% on the unpaid balance. The Company also incurred a 5% late charge on the accrued interest. The accrued amount totaled $1.1 million and was included in interest expense for the three months ended September 30, 2010. On July 30, 2010 the Company entered into the Second Amendment to the Term Loan which, among other things, forgave the default interest and accrued late charges. The $1.1 million forgiveness of default interest was later reversed and reflected on the statements of operations in the quarter ended September 30, 2010.

The Second Amendment to the Term Loan extended the loan until December 31, 2012 and provided the Company with additional loan advances of $22 million. Concurrently, a Participation Agreement was executed between LVH Finance LLC (The “Participant”), an affiliate of the Company, and Goldman Sachs Mortgage Company wherein the Participant funded the $22 million principal advance to the Company. No interest or any fees are to accrue or be paid to the Participant by the Company. The Company received an initial advance on July 30, 2010 of $6.7 million offset by $3.1 million in accrued interest and $0.8 million in closing and loan costs which included an interest rate cap in the amount of $124,000. The remaining funding of the advance, $15.3 million, was funded on August 20, 2010 and was partially offset by $1.2 million in lender fees. The Second Amendment to the Term Loan provides that interest on the Term Loan will be based on LIBOR plus a 4% spread with a minimum LIBOR rate of 1.5%. The spread will increase 0.5% beginning in July 2011 and will increment 0.5% every six months to a maximum of 5.5%. The Second Amendment to the Term Loan allowed the Company to defer making interest payments to a maximum of $10 million. The Second Amendment to the Term Loan also provides for additional liquidity to be provided by the Company’s Members. Members of the Company are required to make contributions, if necessary, up to a maximum of $20 million.

The Company elected not to make the interest payments that were due on June 1, 2011, July 1, 2011 and August 1, 2011 in order to conserve liquidity for operating and other needs. The interest payments that were not made amount to $3.5 million. As of July 29, 2011 the Company is in default on its Term Loan. Accordingly, the lender is entitled to exercise various rights, powers and remedies including acceleration of the Loan, termination or suspension of all or any portion of advances or disbursement of funds from restricted cash accounts, accrual of interest at the default rate and the exercise of remedies under collateral documents. The Company is currently in discussions with its lender to negotiate a restructuring of its debt, the outcome of which is uncertain.

As of June 30, 2011, the Company has accrued $12.9 million in interest expense of which $10.0 million is a deferral of interest which is allowed under the Second Amendment to the Term Loan, $1.1 million is default interest and late fees, and $1.8 million is additional accrued interest.

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 and which was included in expenses was approximately $534,000 for the six months ended June 30, 2011 and $924,000 for the six months ended June 30, 2010.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On July 30, 2010 the Company entered into an agreement with its lender to provide additional advances which were funded by an affiliate. The terms of the agreement are reflected in Note 3 – Term Loan.

5. REDEEMABLE MEMBERS’ EQUITY

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

6. 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.

As of June 30, 2011, Voteco owns 0.585 Class A Units, Co-Investment Voteco owns 0.30 Class A Units,Whitehall Voteco owns 0.60 Class A Units and Mr. Ribis owns 0.015 Class A Units. In addition, as of June 30, 2011, Holdings owns 585,000 Class B Units, Co-Investment Partners owns 900,000 Class B Units and Mr. Ribis owns 15,000 Class B Units. Pursuant to the Company’s Operating Agreement, holders of Class A Units are entitled to one vote per unit in all matters to be voted on by voting members of the Company. Holders of Class B Units are not entitled to vote, except as otherwise expressly required by law.

At the time of the closing of the Acquisition, a Transfer Restriction Agreement was executed by and among Thomas J. Barrack, Jr. (“Mr. Barrack”), Mr. Ribis, Co-Investment Partners and Co-Investment Voteco (the “Co-Investment Transfer Restriction Agreement”) and a Transfer Restriction Agreement was executed by and among Mr. Barrack, Voteco and Holdings (the “Voteco Transfer Restriction Agreement”). At the time of the transfer of certain Class A Units to Whitehall Voteco from Co-Investment Voteco, a Transfer Restriction Agreement was executed by and among Stuart Rothenberg (“Mr. Rothenberg”), Brahm Cramer (“Mr. Cramer”) and Jonathan Langer (“Mr. Langer”) and together with Mr. Rothenberg andMr. Cramer, the “Whitehall Voteco Members”, Whitehall Voteco and Co-Investment Partners (the “Whitehall Voteco Transfer Restriction Agreement”). As of March 9, 2009, Mr. Rothenberg resigned from Whitehall Voteco. As of March 11, 2009, Mr. Cramer resigned as a manager of Whitehall Voteco. As of December 31, 2009, Mr. Langer resigned as a manager of Whitehall Voteco.

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

7. 2004 INCENTIVE PLAN

In connection with the acquisition of the Hotel, 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

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 of the Hotel, 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 (as defined in the Plan), 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)) (ASC Topic 718 and 505) 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 was 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. In September 2009 the number of options available for distribution was increased by the Company’s Board. During 2009 the board of directors authorized and issued an additional 0.167 Class A Membership Units and an additional 16,667 Class B Membership Units.

There was approximately $53,000 and $80,000 of compensation cost related to the 16,667 options recognized in general and administrative expenses for the six months ended June 30, 2011 and 2010 respectively. The estimated fair value of the options at the date of grant was $19.15 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 3.66%; no expected dividend yields; and expected vesting periods of 36 months. The following table sets forth the assumptions used to determine compensation cost for these options consistent with the requirements of ASC Topic 718.

Weighted-average assumptions:
Model		Black-Scholes
Number of options		16,667 options
Membership unit price		$100
Exercise unit price		$100
Dividend Yield		N/A
Volatility		5%
Risk-Free rate		3.66%
Valuation Date		September 29, 2009
Expiration Date		September 29, 2012

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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

8. COMMITMENTS AND CONTINGENCIES

Letters of Credit

Beginning in 2005 and annually thereafter, the Company was required to deliver irrevocable standby letters of credit in connection with its workers’ compensation insurance policies issued by its insurance carriers. In March 2009, the Company was required to deliver an irrevocable standby letter of credit to a new credit card processor. The letters of credit are secured by certificates of deposits in the same notional amounts as the corresponding letters of credit. The initial expiration dates of these letters of credit are for one year and are automatically extended for 90 days from their expiration date unless the issuing bank notifies the Company sixty days prior to such expiration dates that the letters of credit will not be renewed. As of June 30, 2011 and December 31, 2010, the certificates of deposit which secure the letters of credit total $3,325,000 and are included in restricted cash. As of June 30, 2011 and December 31, 2010, there were no amounts outstanding on the letters of credit.

Litigation

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

Sales and Use Tax on Complimentary Meals

In March 2008, the Nevada Supreme Court ruled, in the matter captioned Sparks Nugget, Inc. vs. The State of Nevada Ex Rel. Department of Taxation, that food and non-alcoholic beverages purchased for use in providing complimentary meals to customers and to employees was exempt from sales and use tax. In July 2008, the Court denied the State’s motion for rehearing. For the three year period ended February 2008, the Company paid use tax on these items and has filed for refunds for the periods March 2005 through February 2008. The amount subject to these refunds, excluding interest, is approximately $1.1 million. As of June 30, 2011, the Company had not recorded a receivable related to this matter.

9. TERMINATION OF THE HILTON LICENSE AGREEMENT

On June 22, 2011, the Company received notice from Hilton that it was exercising its right to terminate the License Agreement between the Company and Hilton. Pursuant to the License Agreement, either party may terminate the agreement without cause at any time after January 1, 2011. Unless the parties reach an agreement otherwise, the effective date of the termination will be January 3, 2012.

Pursuant to the License Agreement, the Company licenses the right to use the Hilton mark and is part of Hilton’s reservation system and the Hilton “HHonors Program.”

The Company is in discussions with other major hotel brands to explore the possibility of aligning the Company with a partner that better reflects the strategic direction the Company would like to take. The Company may also reach a similar understanding with Hilton and sign a new license agreement.

If the Company is unable to enter into a license agreement with a major hotel brand, the Company’s financial condition, results of operations and cash flow would be adversely affected.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements, the related notes to financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

The following discussion of the Company’s results of operations compares the three months and six months ended June 30, 2011, to the three months and six months ended June 30, 2010, respectively.

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

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

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

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

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

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Comparison of the Three Months Ended June 30, 2011 with the Three Months Ended June 30, 2010

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 28% of the Hotel’s gross revenue is derived from gaming, while 38% 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 (dollars in thousands):

	Three Months Ended June 30,
	2011	2010

Net revenues	$ 45,512	$ 47,541
Operating loss	(4,121)	(5,590)
Net loss	(8,864)	(9,851)

Revenue Information

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

	Three Months Ended June 30,
	2011	2010	Percent Change
Casino	$ 14,202	$ 15,629	(9.1)%
Rooms	19,332	19,436	(0.5)%
Food and beverage	14,385	15,739	(8.6)%
Other revenue	2,524	2,657	(5.0)%
	50,443	53,461	(5.6)%
Less: promotional allowance	(4,931)	(5,920)	(16.7)%
Net revenues	$ 45,512	$ 47,541	(4.3)%

Casino

Casino revenue decreased $1.4 million, or 9.1%, to $14.2 million for the quarter ended June 30, 2011, compared to $15.6 million for the quarter ended June 30, 2010. The decrease in casino revenue was due to a $0.8 million decrease in table game win, a $1.2 million decrease in slot win and a $0.7 million increase in race and sportsbook win. The decrease in table games revenue is primarily due to a lower win percentage between the quarter ended June 30, 2011 compared to the quarter ended June 30, 2010. The decrease in slot win is primarily the result of lower drop for the quarter ended June 30, 2011 compared to the quarter ended June 30, 2010. The decrease in volume is due to the general economic downturn and fierce competition. The increase in race and sportsbook win is primarily due to a higher win percentage for the quarter ended June 30, 2011 compared to the quarter ended June 30, 2010.

The Casino operating department margin was 10.3% for the quarter ended June 30, 2011. The operating department margin was 5.8% for the quarter ended June 30, 2010. The increase in operating margin was primarily due to lower labor and benefits and marketing expenses.

Rooms

For the quarter ended June 30, 2011, room revenue was $19.3 million; for the quarter ended June 30, 2010, room revenue was $19.4. Both occupancy and average daily rate were similar between the two quarters.

The rooms operating department margin was 60.5% for the quarter ended June 30, 2011. The operating department margin was 61.7% for the quarter ended June 30, 2010. The decreased operating margin was primarily due to higher commissions paid during the quarter ended June 30, 2011.

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Food and Beverage

Food and beverage revenue for the quarter ended June 30, 2011 was $14.4 million compared to $15.7 million for the quarter ended June 30, 2010 a decrease of $1.4 million or 8.6%. The decrease in revenue was primarily due to less promotional food offers in the quarter ended June 30, 2011 compared to the quarter ended June 30, 2010. The operating margins were lower with an operating margin of 21.1% for the quarter ended June 30, 2011 compared to an operating margin of 29.9% for the quarter ended June 30, 2010. The lower operating margin was due to contractual increases in union payroll experienced in the quarter ended June 30, 2011 compared to the quarter ended June 30, 2010.

Other

Other Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $2.5 million for the quarter ended June 30, 2011 and $2.7 million for the quarter ended June 30, 2010. Entertainment revenue was lower for the second quarter of 2011 compared to the second quarter of 2010. The Company utilizes four-wall acts instead of headliners. Four-wall acts contract for the use of the Hilton Theater and generally retain the revenue from the ticket sales.

Operating Cost and Expense Information

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

	Three Months Ended June 30,
	2011	2010	Percent Change
Casino	$ 12,735	$ 14,716	(13.5)%
Rooms	7,645	7,449	2.6%
Food and beverage	11,346	11,036	2.8%
Other	1,305	1,877	(30.5)%
General and administrative	12,202	13,129	(7.1)%
Depreciation and amortization	4,400	4,924	(10.6)%

Total	$ 49,633	$ 53,131	(6.6)%

Operating Expenses

Operating expenses were $49.6 million for the quarter ended June 30, 2011 compared to $53.1 million for the quarter ended June 30, 2010 a decrease of approximately $3.5 million. The decrease is primarily due to volume related expenses including payroll and promotional allowances achieved in the casino division and reduced advertising expenses as a result of our current entertainment model of four-wall contracted acts.

Interest Expense

For the three months ended June 30, 2011, interest expense totaled $4.7 million. For the three months ended June 30, 2010, interest expense totaled $4.3 million. The increase of $0.5 million is primarily due to the incrementing of the Term Loan's variable interest rate.

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Comparison of the Six Months Ended June 30, 2011 with the Six Months Ended June 30, 2010

Summary Financial Information

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

	Six Months Ended June 30,
	2011	2010

Net revenues	$ 97,513	$ 101,494
Operating loss	(3,855)	(4,567)
Net loss	(12,181)	(11,912)

Revenue Information

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

	Six Months Ended June 30,
	2011	2010	Percent Change
Casino	$ 29,003	$ 35,268	(17.8)%
Rooms	42,851	40,232	6.5%
Food and beverage	31,476	31,791	(1.0)%
Other revenue	4,900	6,181	(20.7)%
	108,230	113,472	(4.6)%
Less: promotional allowance	(10,717)	(11,978)	(10.5)%

Net revenues	$ 97,513	$ 101,494	(3.9)%

Casino

Casino revenue decreased $6.3 million, or 17.8%, to $29.0 million for the six months ended June 30, 2011, compared to $35.3 million for the six months ended June 30, 2010. The decrease was primarily from reduced table game and slot win. Table game revenue decreased $3.0 million for the first six months of 2011 compared to the first six months of 2010. Slot revenue decreased $2.7 million for the first six months of 2011 compared to the first six months of 2010. The decrease in table game win was primarily due to a decrease in win percentage primarily in mini baccarat. The decrease in slot revenue is primarily due to lower volume for the six months ended June 30, 2011. Slot volume has suffered due to the general economic downturn with less spend per patron.

The Casino operating department margin was 10.5% for the six months ended June 30, 2011. The Casino operating department margin was 15.7% for the six months ended June 30, 2010. Operating expenses for the six months ended June 30, 2011 were proportionately higher due to the low table games win percentage compared to the six months ended June 30, 2010.

Rooms

For the first six months ended June 30, 2011, room revenue was $42.9 million, $2.6 million more than room revenue of $40.2 million for the six months ended June 30, 2010. The increase in room revenue was primarily due to a higher average daily rate achieved for the six months ended June 30, 2011 compared to the six months ended June 30, 2010.

The Room operating department margin was relatively unchanged between the two six month periods. The Room operating margin for the first half of 2011 was 64.3%; the room operating margin for the first half of 2010 was 63.4%. Costs associated with operating the Hotel held constant with similar Hotel occupied rooms.

Food and Beverage

Food and Beverage revenue for the six months ended June 30, 2011 was $31.5 million, approximately the same as $31.8 million for the six months ended June 30, 2010. The operating margin of 25.9% for the first six months of 2011 decreased from the operating margin of 30.8% for the same six months of 2010. The decrease was primarily due to higher labor and benefit costs for the six months ended June 30, 2011 compared to the six months ended June 30, 2010.

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Other

Other Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $4.9 million for the six months ended June 30, 2011 compared to $6.2 million for Other Revenue reported for the six months ended June 30, 2010. Entertainment revenue was higher for the first half of 2010 compared to the first half of 2011 because more scheduled headliner performances in 2011 were engaged through “four wall” agreements, in which the producer pays the artist’s fees directly and retains the ticket sales.

Operating Cost and Expense Information

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

	Six Months Ended June 30,
	2011	2010	Percent Change
Casino	$ 25,967	$ 29,747	(12.7)%
Rooms	15,281	14,713	3.9%
Food and beverage	23,321	21,988	6.1%
Other expense	2,321	3,794	(38.8)%
General and administrative	25,162	25,976	(3.1)%
Depreciation and amortization	9,316	9,843	(5.4)%

Total	$ 101,368	$ 106,061	(4.4)%

Operating Expenses

Operating expenses decreased $4.7 million for the six months ended June 30, 2011 compared to the six months ended June 30, 2010. The decrease is primarily due to payroll efficiencies and promotional expenses achieved in the casino division and reduced advertising expenses as a result of our current entertainment model of four-wall contracted acts.

Interest Expense

For the six months ended June 30, 2011, interest expense totaled $8.3 million. For the six months ended June 30, 2010, interest expense totaled $7.3 million. The increase of $1.0 million is primarily due to the incrementing of the Term Loan's variable interest rate.

Liquidity and Capital Resources

As discussed under Cash Flows-Financing Activities, the Company was declared to be in default under its Term Loan agreement.

Cash flows of the Company for the six months ended June 30, 2011 compared to the six months ended June 30, 2010 consisted of the following:

Cash Flows - Operating Activities

Cash flow provided by operations was $0.8 million for the six months ended June 30, 2011 compared to cash flow used in operations of $5.7 million for the six months ended June 30, 2010. The increase in operating cash flow was primarily the result of the increase in accrued interest.

As of June 30, 2011, the Company had cash and equivalents of $6.7 million of which $3.1 million was cash in the casino used to fund daily operations.

Cash Flows - Investing Activities

For the six months ended June 30, 2011, $4.5 million of cash was used in investing activities of which $2.3 million was used for additions to property and equipment and $2.2 million was used to increase Restricted Cash. The increase in Restricted Cash included certain escrow accounts required by the Term Loan. For the six months ended June 30, 2010, $0.4 million was provided by investing activities of which $2.1 million of cash was used for additions to property and equipment and $2.5 million was provided by a decrease of restricted cash.

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Cash Flows - Financing Activities

The Company expended $97 thousand during the six months ended June 30, 2011 to reduce long-term debt other than the Term Loan. The Term Loan has a balance of $252 million and no additional funding is available.

Interest on the Term Loan accrues at a rate of one month LIBOR plus 4.0%. The LIBOR rate has a minimum of 1.5%. The Term Loan provides for no amortization during the term. The Term Loan is collateralized by a first priority deed of trust on the Hotel.

The Term Loan had an original expiration date of May 10, 2008. Upon the satisfaction of certain conditions, the Term Loan provided for three, one year extensions. The Company exercised the first extension option in 2008. On August 14, 2009 the Company and Goldman Sachs Mortgage Company (the “Lender”) executed the First Amendment to Loan Agreement and Omnibus Loan Modification Agreement. The agreement extended the Term Loan due date for two years. Also as part of the loan modification, the Company was required to obtain a new extension rate cap agreement, pay an extension fee and out-of-pocket expenses incurred by the lender and meet certain debt yield benchmarks. The Company paid $20 million in principal during 2009 as part of the negotiated extension.

The Company entered into a Second Amendment to the Loan Agreement dated July 30, 2010. The modified loan increased the principal amount of the loan by $22 million subject to terms and conditions of the Loan Agreement. Concurrent to the funding, a participation agreement was executed with LVH Finance, LLC (the “Participant”) whereby the Participant funded the $22 million principal. The Second Amendment extended the due date of the term loan to December 31, 2012 and calls for interest to be paid at LIBOR plus 4.0% through June 2011. The LIBOR spread increases at 0.5% increments at six month intervals. The LIBOR rate has a floor of 1.5%. No interest is to accrue on the $22 million additional funding. The loan now has a due date of December, 2012. The Second Amendment to the Term Loan provides for additional liquidity to be provided by the Company’s members. Members of the Company are required to make contributions, if necessary, up to a maximum of $20 million.

The Company elected not to make the interest payments that were due on June 1, 2011, July 1, 2011 and August 1, 2011 in order to conserve liquidity for operating and other needs. The interest payments that were not made amount to $3.5 million. As of July 29, 2011, the Company is in default on its Term Loan. Accordingly, the lender is entitled to exercise various rights, powers and remedies including acceleration of the Loan, termination or suspension of all or any portion of advances or disbursement of funds from restricted cash accounts, accrual of interest at the default rate and the exercise of remedies under collateral documents. The Company is currently in discussions with its lender to negotiate a restructuring of its debt, the outcome of which is uncertain.

As of June 30, 2011, the Company has accrued $12.9 million in interest expense of which $10.0 is a deferral of interest which is allowed under the Second Amendment to the Term Loan, $1.1 million is default interest and late fees, and $1.8 million is additional accrued interest.

Other Factors Affecting Liquidity

Pursuant to the License Agreement, the Company licenses the right to use the Hilton mark and is part of Hilton’s reservation system and the Hilton “HHonors Program.”

The Company is in discussions with other major hotel brands to see if there is an opportunity to align the Company with a partner that better reflects the strategic direction the Company would like to take. The Company may also reach a similar understanding with Hilton and sign a new license agreement.

If the Company is unable to enter into a license agreement with a major hotel brand, the Company’s financial condition, results of operations and cash flow would be adversely affected.

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The Company's independent registered public accounting firm included an explanatory paragraph that expresses substantial doubt as to the Company's ability to continue as a going concern in their audit report contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company cannot provide any assurance that it will in fact operate its business profitably, maintain existing financings, or obtain sufficient financing in the future to sustain its business in the event the Company is not successful in its efforts to generate sufficient revenue and operating cash flow.

The Company’s ability to continue as a going concern will be determined by the Company’s ability to obtain additional funding and to generate sufficient revenue to cover its operating expenses. The accompanying condensed financial statements are prepared assuming that the Company will continue as a going concern.

Contractual Obligation and Other Commitments

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

	Payments Due by Period
	Less than 1 Year	1-3 Years	3-5 Years	More than 5 Years	Total
	(In Thousands)
Long-Term Debt Obligation
Term Loan (a)	$ 252,000	$ -	$ -	$ -	$ 252,000
Variable interest payments (b)	14,375	8,050	-	-	22,425
Default interest(c)	13,800	6,900	-	-	20,700
Other long-term debt	832	49	-	-	881
Contractual Obligations
Employment agreements (d)	1,574	326	-	-	1,900
Licensing agreement (e)
Operating leases(f)	324	219	-	-	543

	$ 282,905	$ 15,544	$ -	$ -	$ 298,449

(a)	The Term Loan, with an initial funding of $209,200,000 originated May 11, 2006. The Company has drawn an additional $42.8 million under the Term Loan and had an outstanding balance of $252,000,000. The loan had an original two-year term and three, one-year extensions. The Company defaulted on its June 1, 2010 interest payment. The default was cured on July 30, 2010 when the Company entered into a loan modification agreement. The agreement had the Lender advance the Company $22 million and provided for a due date of December 31, 2012. Interest currently accrues at LIBOR plus 4.5% with a LIBOR floor of 1.5%. The spread increases 0.5% every six months beginning July 2011 up to a maximum of 5.5%. A Participation Agreement was executed simultaneously regarding the $22 million additional funding. The Participation Agreement which is between LVH Finance LLC, an affiliate, and the Lender does not allow for interest or fees to be accrued on the $22 million principal. The Company elected not to make the June 1, July 1 or August 1, 2011 interest payment in order to conserve liquididty for operating and other needs. This schedule therefore also includes default interest. As of July 29, 2011, the Company is in default on its Term Loan. See Note 3
(b)	Based on the LIBOR floor of 1.5% plus 4.5% for six month then incrementing 0.5% each six months up to a maximum of 5.5%.
(c)	Based on 5% per month until the due date of December , 2012
(d)	The Company is party to employment agreements with 13 of its senior executives, with terms of one to three years.
(e)	The Company signed a new agreement with Hilton commencing January 1, 2009. The agreement expires December 31, 2015 and allows the Hotel to use the Hilton name, advertise on the Hilton Hotels website, and utilize the Hilton reservation system and other Hilton amenities. In exchange, the Hotel is required to make certain capital improvements and will pay varying percentage fees of Food and Beverage Revenue (as defined in the agreement) and Hotel Revenue (as defined in the agreement) and also is obligated to participate in the “HHonors Program TM” reward program. For the year ending December 31, 2011 and subsequent years the Company will expense 1% of defined Food and Beverage revenue and 5.25% of defined Hotel Revenue in accordance with this agreement. For the six months ended June 30, 2011, $2.3million was expensed in accordance with this agreement. Hilton has notified the Company that it intends to terminate this agreement effective January 3, 2012. See Note 9.
(f)	The Company is party to operating leases for office and telephone equipment with original terms of three to five years.

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Off-Balance Sheet Arrangements

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

Debt Instruments

The following table provides information about the Company’s long-term debt at June 30, 2011 (amounts in thousands):


	Maturity Date	Face Amount	Carrying Value	Fair Value

Term Loan	December, 2012	$ 252,000	$ 252,000	$ 214,200

The Term Loan originated May 11, 2006 and had an initial principal amount of $209.2 million with interest accruing at a rate of one month LIBOR plus 2.9%. The Company extended the loan effective August 2009. As part of the extension agreement, the Company was required to make principal payments totaling $20 million, pay fees totaling $1.5 million, purchase an interest rate cap and pay out-of-pocket expenses to the Lender.

On July 30, 2010, the Company executed a Loan Modification Agreement which extended the due date of the term loan to December 31, 2012, provided for $22 million in additional borrowings and cured default interest that accrued from June 1, 2010.

The Company elected not to make the interest payments that were due on June 1, 2011, July 1, 2011 and August 1, 2011 in order to conserve liquidity for operating and other needs. See Note 3 to the financial statements.

Litigation Contingencies and Available Resources

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

Critical Accounting Policies

Significant Accounting Policies and Estimates

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

Player Reward Promotions

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

Self-Insurance Reserve

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

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Derivative Investments and Hedging Activities

The Company’s Term Loan requires it to enter into interest rate caps in order to manage interest rate risks associated with this borrowing. The Company adopted the guidance under ASC Topic 815. The guidance provides users of financial statements with an enhanced understanding of (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under the previous guidance and its related interpretations and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. Derivative financial instruments are recognized as assets or liabilities, with changes in fair value affecting net income/(loss). Our derivative investment does not qualify for hedge accounting.

Allowance for Doubtful Accounts

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

Property and Equipment

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

Long-Lived Assets

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

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements” an amendment to ASC Topic 820, “Fair Value Measurements and Disclosures.” This amendment requires an entity to: (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii) present separate information for Level 3 activity pertaining to gross purchases, sales, issuances, and settlements. ASU No. 2010-06 is effective for the Company for interim and annual reporting beginning after December 15, 2009, with one new disclosure effective after December 15, 2010. The Company has adopted this ASU in full with respect to the interim period ended March 31, 2010, and the adoption did not have a significant impact on the Company’s financial positions, results of operations, cash flows or disclosure.

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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, based on our borrowings as of June 30, 2011 interest expense would increase approximately $2.3 million for the twelve month period ending June 30, 2012. 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.

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ITEM 4. CONTROLS AND PROCEDURES

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

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PART II. OTHER INFORMATION

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.****
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.****

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EXHIBIT NUMBER	(continued)

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 Acquisition, LLC and Joseph DeRosa ++++++
10.28	Amended and Restated License Agreement dated as of January 1, 2009 by and between Colony Resorts LVH Acquisitions, LLC and HLT Existing Franchise Holding, LLC +++++++
10.29	Second Addendum to Employment Agreement dated as of December 8, 2008 by and between Colony Resorts LVH Acquisitions, LLC and Robert E. Schaffhauser ++++++++
10.30	Second Addendum to Employment Agreement dated as of December 8, 2008 by and between Colony Resorts LVH Acquisitions, LLC and Kenneth M. Ciancimino ++++++++
10.31	Third Addendum to Employment Agreement dated as of March 2, 2010 by and between Colony Resorts LVH Acquisitions, LLC and Kenneth M. Ciancimino #
10.32	Employment Agreement Dated September 8, 2009 by and between Colony Resorts LVH Acquisitions, LLC and David Monahan ##
10.33	Second Amendment to Loan Agreement and Omnibus Loan Modification Agreement, Dated July 30, 2010 by and between Colony Resorts LVH Acquisitions, LLC and Goldman Sachs Mortgage Company ###
10.34	First Amendment to Second Amended and Restated Join Services Agreement dated as of May 14, 2010 by and among Resorts International Hotel, Inc., Colony Resorts LVH Acquisitions, LLC and Resorts International Holdings, LLC.####
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.

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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)
+++++++	Incorporate by reference to Registrant’s Current Report on Form 8-K filed January 5, 2009
++++++++	Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 26, 2009 (File Number 000-50635)
##	Incorporated by reference to Registrant’s Report Form 8-K filed September 14, 2009 (File Number 000-50635)
#	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed May 14, 2010 (File Number 000-50635)
###	Incorporated by reference to Registrant’s Report Form 8-K filed August 5, 2010 (File Number 000-50635)
####	Incorporated by reference to Registrant’s Annual Report on Form 10_K filed March 25, 2011 (File Number 000-50635)

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SIGNATURES

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


	COLONY RESORTS LVH ACQUISITIONS, LLC

Date: August 9, 2011	By:	/s/ David Monahan
		David Monahan
		Chief Executive Officer and General Manager

Date: August 9, 2011	By:	/s/ Robert Schaffhauser
		Robert Schaffhauser
		Executive Vice President of Finance

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COLONY RESORTS LVH ACQUISITIONS, LLC

4. RELATED PARTY TRANSACTIONS

5. REDEEMABLE MEMBERS’ EQUITY

6. MEMBERSHIP INTERESTS

7. 2004 INCENTIVE PLAN

8. COMMITMENTS AND CONTINGENCIES

Letters of Credit

Litigation

Sales and Use Tax on Complimentary Meals

9. TERMINATION OF THE HILTON LICENSE AGREEMENT

COLONY RESORTS LVH ACQUISITIONS LLC 10-Q