SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 000-21430
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Riviera Holdings Corporation
(Exact name of Registrant as specified in its charter)
Nevada 88-0296885
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (702) 794-9527
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes___ No X
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE LAST FIVE YEARS
Indicate by check mark whether the registrant has filed all
documentation and reports required to be filed by Section 12, 13, or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes No
---- ----
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of November 4, 2004, there were 3,960,085 shares of Common Stock, $.001 par
value per share, outstanding.
RIVIERA HOLDINGS CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Independent Accountants' Report 2
Condensed Consolidated Balance Sheets (Unaudited) at September 30,
2004 and December 31, 2003 3
Condensed Consolidated Statements of Operations (Unaudited) for the
Three and Nine Months ended September 30, 2004 and 2003 4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Three and Nine Months ended September 30, 2004 and 2003 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20
Item 4. Controls and Procedures 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 6. Exhibits and Reports on Form 8-K 21
Signature Page 22
Exhibits 23
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Riviera Holdings Corporation
We have reviewed the accompanying condensed consolidated balance sheet of
Riviera Holdings Corporation (the "Company") and subsidiaries as of September
30, 2004, and the related condensed consolidated statements of operations and of
cash flows for the three and nine months ended September 30, 2004 and 2003.
These financial statements are the responsibility of the Company's management.
We conducted our review, in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
Riviera Holdings Corporation as of December 31, 2003, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended (not presented herein); and in our report dated March 12,
2004, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 2003, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
DELOITTE & TOUCHE LLP
November 8, 2004
Las Vegas, Nevada
2
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, except share amounts) September 30 December 31
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2004 2003
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 24,477 $ 19,344
Accounts receivable, net 3,711 2,990
Inventories 1,930 2,026
Prepaid expenses and other assets 4,252 3,001
------------- ------------
Total current assets 34,370 27,361
PROPERTY AND EQUIPMENT, Net 177,213 180,293
OTHER ASSETS, Net 9,481 11,438
DEFERRED INCOME TAXES 2,446 2,446
------------- ------------
TOTAL $ 223,510 $ 221,538
============= ============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,525 $ 3,750
Accounts payable 9,199 8,072
Line of credit 2,000
Accrued interest 6,990 1,096
Accrued expenses 15,960 14,870
------------- ------------
Total current liabilities 33,674 29,788
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OTHER LONG-TERM LIABILITIES 4,996 5,912
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LONG-TERM DEBT, Net of current portion 215,441 215,875
------------- ------------
SHAREHOLDERS' DEFICIENCY:
Common stock ($.001 par value; 20,000,000
shares authorized; 5,170,608 and
5,166,208 shares issued at September 30,
2004 and December 31, 2003, respectively) 5 5
Additional paid-in capital 13,751 13,733
Treasury stock (1,682,358 shares and 1,687,957
shares at September 30, 2004 and December 31,
2003, respectively) (11,283) (11,320)
Accumulated Deficit (33,074) (32,455)
------------- ------------
Total stockholders' deficiency (30,601) (30,037)
------------- ------------
TOTAL $ 223,510 $ 221,538
============= ============
See notes to condensed consolidated financial statements
3
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2004 AND 2003
(In thousands, except per Three Months Ended Nine Months Ended
share amounts) September 30, September 30,
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REVENUES: 2004 2003 2004 2003
Casino $27,548 $27,215 $84,177 $80,683
Rooms 11,672 11,040 35,889 33,494
Food and beverage 8,588 8,567 26,454 25,109
Entertainment 5,499 4,981 15,726 13,851
Other 1,971 2,024 6,137 6,034
--------- --------- --------- ---------
Total revenues 55,278 53,827 168,383 159,171
Less promotional allowances 4,661 4,854 14,512 14,379
--------- --------- --------- ---------
Net revenues 50,617 48,973 153,871 144,792
--------- --------- --------- ---------
COSTS AND EXPENSES:
Direct costs and expenses
of operating departments:
Casino 13,550 14,425 40,886 42,392
Rooms 6,602 6,377 19,622 18,721
Food and beverage 6,162 5,840 18,129 16,893
Entertainment 3,825 3,182 10,602 9,057
Other 755 747 2,194 2,105
Other operating expenses:
General and administrative 10,257 10,812 31,333 30,512
Development and project costs 1,010 1,010
Depreciation and amortization 3,646 3,949 10,348 12,330
--------- --------- --------- ---------
Total costs and expenses 45,807 45,332 134,124 132,010
--------- --------- --------- ---------
INCOME FROM OPERATIONS 4,810 3,641 19,747 12,782
--------- --------- --------- ---------
OTHER (EXPENSE) INCOME :
Interest expense (6,804) (6,794) (20,382) (20,548)
Interest income 6 16 18
--------- --------- -------- ---------
Total other expense (6,798) (6,794) (20,366) (20,530)
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (1,988) (3,153) (619) (7,748)
INCOME TAXES
--------- --------- --------- ---------
NET LOSS $ (1,988) $ (3,153) $ (619) $ (7,748)
========= ========= ========= =========
LOSS PER SHARE DATA:
Loss per share:
Basic $ (0.57) $ (0.91) $ (0.18) $ (2.23)
--------- --------- --------- ---------
Diluted $ (0.57) $ (0.91) $ (0.18) $ (2.23)
--------- --------- --------- ---------
Weighted-average common
shares outstanding 3,488 3,477 3,487 3,473
--------- --------- --------- ---------
Weighted-average common and
common equivalent shares 3,488 3,477 3,487 3,473
---------- --------- ---------- ---------
See notes to condensed consolidated financial statements
4
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE AND NINE MONTHS ENDED Three Months Ended Nine Months Ended
SEPTEMBER 30, 2004 AND 2003 September 30, September 30,
2004 2003 2004 2003
--------- --------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,988) ($3,153) ($619) ($7,748)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 3,646 3,949 10,348 12,330
Provision for bad debts 57 69 34 225
Provision for gaming discounts 7
Interest expense 6,804 6,788 20,382 20,548
Interest paid (226) (212) (12,482) (12,600)
Changes in operating assets and
liabilities:
Decrease (increase) in accounts
receivable (1,476) (719) (755) 183
Decrease (increase) in inventories 7 (9) 97 274
Increase in prepaid expenses
and other assets (998) (538) (1,250) (425)
Increase (decrease) in accounts
payable (35) 992 1,127 448
Increase (decrease) in accrued
liabilities 1,096 834 1,089 (1,068)
Increase (decrease) in deferred
compensation plan liability 7 (118) 19
Increase in deferred income taxes 517 518
Decrease in non-qualified pension
plan obligation to CEO upon
retirement (412) (426) (1,250) (916)
--------- --------- -------- --------
Net cash provided by operating
activities 6,475 8,099 16,603 11,795
--------- --------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - Las Vegas,
Nevada (1,266) (1,512) (5,505) (2,294)
Capital expenditures - Black Hawk,
Colorado (435) (713) (1,742) (1,163)
Increase in other assets 905 (80) 721 (458)
--------- --------- -------- --------
Net cash (used in) investing
activities (796) (2,305) (6,526) (3,915)
--------- --------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term borrowings (939) (899) (3,012) (2,585)
Proceeds from long-term borrowings 58 50
Payments on line of credit (2,000)
Increase in paid-in capital 18 18 69
Purchase of deferred comp treasury
stock (8)
Issuance of restricted stock 25
--------- --------- -------- --------
Net cash (used in) financing
activities (881) (881) (4,944) (2,499)
--------- --------- -------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 4,798 4,913 5,133 5,381
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 19,679 20,688 19,344 20,220
--------- --------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $24,477 $25,601 $24,477 $25,601
========= ========= ======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES:
Property acquired with debt and
accounts payable $447 $472 $447 $472
See notes to condensed consolidated financial statements
5
RIVIERA HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Nature of Operations
Riviera Holdings Corporation ("RHC") and its wholly owned subsidiary, Riviera
Operating Corporation ("ROC") (together with their wholly-owned subsidiaries,
the "Company"), were incorporated on January 27, 1993, in order to acquire all
assets and liabilities of Riviera, Inc. Casino-Hotel Division on June 30, 1993,
pursuant to a plan of reorganization. The Company operates the Riviera Hotel &
Casino (the "Riviera Las Vegas") on the Strip in Las Vegas, Nevada.
In August 1995, Riviera Gaming Management, Inc. ("RGM") was incorporated in the
State of Nevada as a wholly owned subsidiary of ROC for the purpose of obtaining
management contracts in Nevada and other jurisdictions.
In February 2000, the Company opened its casino in Black Hawk, Colorado, which
is owned through Riviera Black Hawk, Inc. ("RBH"), a wholly-owned subsidiary of
ROC. Riviera Gaming Management of Colorado, Inc. is a wholly-owned subsidiary of
RGM and manages the Black Hawk casino.
On March 15, 2002, Riviera Gaming Management of New Mexico, Inc. ("RGM New
Mexico") was incorporated in the State of New Mexico as a wholly owned
subsidiary of RHC. We filed an application with the New Mexico Racing Commission
in March of 2002 for a "racino" in Hobbs, New Mexico. We and three other
prospective licensees made presentations to the Commission in November of 2003.
The Commission awarded the racino license to one of the other applicants and we
wrote off $1.3 million of costs associated with the project in the fourth
quarter of 2003.
On June 5, 2002, Riviera Gaming Management of Missouri, Inc. ("RGM Missouri")
was incorporated in the State of Missouri as a wholly owned subsidiary of RHC to
develop a casino project in Jefferson County, Missouri, approximately 27 miles
south of the center of St. Louis, Missouri. In August 2004 the Missouri Gaming
Commission awarded the license to one of the other applicants and we wrote off
$600,000 of costs associated with the project in the third quarter of 2004. We
also reclassified $410,000 previously included as general and administrative
expenses, which resulted in total development and project costs of $1,010,000.
Casino operations are subject to extensive regulation in the states of Nevada
and Colorado by the respective Gaming Control Boards and various other state and
local regulatory agencies. Management believes that the Company's procedures
comply, in all material respects, with the applicable regulations for
supervising casino operations, recording casino and other revenues, and granting
credit.
Principles of Consolidation
The consolidated financial statements include the accounts of RHC, its
wholly-owned subsidiary ROC, and various direct or indirect wholly owned
subsidiaries. All material intercompany accounts and transactions have been
eliminated.
6
The financial information at September 30, 2004 and for the three and nine
months ended September 30, 2004 and 2003 is unaudited. However, such information
reflects all adjustments (consisting solely of normal and recurring adjustments)
that are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations, and cash flows for the interim
periods. The results of operations for the three and nine month periods ended
September 30, 2004 and 2003, respectively, are not necessarily indicative of the
results for the entire year. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended December 31, 2003, included in the Company's Annual Report on
Form 10-K.
Earnings Per Share
Basic per share amounts are computed by dividing net loss by weighted average
shares outstanding during the period. Diluted net loss per share amounts are
computed by dividing net loss by weighted average shares outstanding plus the
dilutive effect of common share equivalents. The effect of options outstanding
was not included in diluted calculations for the three and nine months ended
September 30, 2004 and 2003 since the Company incurred a net loss and their
effect would have been antidilutive. The number of potentially dilutive options
was 194,739 and 147,118 for the three and nine months ended September 30, 2004,
respectively, and 206,500 and 78,000 for the three and nine months ended
September 30, 2003, respectively.
Income Taxes
The cash flow projections used by the Company in the application of Statement of
Accounting Financial Standards ("SFAS") No. 109 for the realization of deferred
tax assets indicate that a valuation allowance should be recorded on the tax
benefits earned by the Company in 2003 and 2004. The estimates used to determine
the remaining valuation allowance are based upon recent operating results and
budgets for future operating results. These estimates are made using assumptions
about the economic, social and regulatory environments in which we operate.
These estimates could be impacted by numerous unforeseen events including
changes to regulations affecting how the Company operates the business, changes
in the labor market or economic downturns in the areas where the Company
operates.
Estimates and Assumptions
The preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reported period. Significant estimates used by
the Company include estimated useful lives for depreciable and amortizable
assets, certain accrued liabilities and the estimated allowance for receivables.
Actual results may differ from estimates.
Stock-Based Compensation
As of September 30, 2004, the Company has two stock-based employee compensation
plans. The effect of stock options in the income statement is reported in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. The Company has adopted the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation. Accordingly, no compensation cost has been recognized for stock
options issued under the stock option plan, as all options granted had an
exercise price equal to the market value of the underlying common stock on the
date of grant.
7
No compensation cost has been recognized for unexercised options remaining in
the stock option plans. Had compensation cost for the Company's stock option
plans been determined based on the fair value at the date of grant for awards
consistently with the provisions of SFAS No. 123 (using an intrinsic value
method), the Company's net loss and pro forma net loss per common share and
common share equivalent would have been increased to the pro forma amounts
indicated below for three and nine months ended September 30 (in thousands,
except per share amounts):
September 30, September 30,
2004 2003 2004 2003
Net (loss) as reported $(1,988) $(3,153) $(619) $(7,748)
Deduct: Total stock-based
employee compensation
expense determined under
fair value-based
methods for awards net of
related tax effects 12 67 36 184
------- ------- ------ ------
Net (loss) pro forma $(2,000) $(3,220) $(655) $(7,932)
======= ======= ====== ======
Basic (loss) per common
share-as reported $(0.57) $(0.91) $(0.18) $(2.23)
Basic (loss) per common
share-pro forma $(0.57) $(0.93) $(0.19) $(2.28)
Diluted (loss) per common and
common share equivalent as reported $(0.57) $(0.91) $(0.18) $(2.23)
Diluted (loss) per common and
common share equivalent pro forma $(0.57) $(0.93) $(0.19) $(2.28)
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants 2003: dividend yield of 0%; expected volatility of
52%; risk-free interest rate of 2.27%; and expected live of 10 years. No options
have been granted in 2004. The weighted fair value of options granted to
directors in 2003 was $2.69 per share calculated under the Black-Scholes option
pricing model.
During the third quarter of 2004, we determined that 132,500 stock options,
which we had attempted to grant under our stock option plans between July 15,
2003 and May 10, 2004, could not be granted because those plans had expired on
June 30, 2003. Prior to this determination, we had reported those options as
being outstanding and unexercised. We are currently considering alternatives to
rectify this situation for directors, officers and employees to whom we intended
to grant such options.
Recently Issued Accounting Standards
The Financial Accounting Standards Board has issued a proposed standard
that will impact the accounting for share-based payments. The standard, which is
proposed to be effective for periods beginning after June 15, 2005, would
require that we recognize an expense for our share-based payments, including
stock options. We are currently evaluating the provisions of this proposed
standard to determine its impact on our future financial statements.
2. OTHER ASSETS
Other assets at September 30, 2004 and 2003 include deferred loan fees of
approximately $8.1 million and $9.7 million, respectively, associated with the
2002 refinancing of the Company's debt, which is being amortized over the 8-year
life of the indebtedness.
8
3. LONG-TERM DEBT AND COMMITMENTS
On June 26, 2002, we issued 11% Senior Secured Notes with a principal amount of
$215 million, substantially all of which were later exchanged for our Securities
Act of 1933-registered Notes with substantially the same terms (collectively,
the "11% Notes"). The 11% Notes were issued at a discount in the amount of $3.2
million. The discount is being amortized over the 8-year life of the 11% Notes.
The Company incurred fees of approximately $9.3 million with the issuance of the
11% Notes, which are included in other assets and are being amortized to
interest expense over the term of the indebtedness.
Effective July 26, 2002, we entered into a $30 million, five-year revolving
credit arrangement with a financial institution. Terms of the arrangement
include interest at prime plus .75 percent or a LIBOR -derived rate. There were
no advances outstanding on this revolver at September 30, 2004. The Company
incurred loan fees of approximately $1.5 million, which are being expensed over
the term of the arrangement. Fees are due monthly based on .5 percent of the
unused portion of the credit line.
4. LEGAL PROCEEDINGS
The Company is a party to several routine lawsuits, either as plaintiff or as
defendant, arising from the normal operations of a hotel or casino. The Company
does not believe that the outcome of such litigation, in the aggregate, will
have a material adverse effect on its financial position or results of its
operations.
5. STOCK REPURCHASES
There were no shares of treasury stock purchased by the Deferred Compensation
Plan (the "Plan") during the nine months ended September 30, 2004 and 1,703
shares purchased at $4.27 per share during the nine months ended September 30,
2003. The Plan distributed 5,569 shares to participants during the nine months
ended September 30, 2004 as required by the terms of the Plan.
6. ISSUANCE OF RESTRICTED STOCK
There were no shares of our stock issued under the Restricted Stock Plan for
executive compensation during the nine months ended September 30, 2004 and 5,435
shares, valued at $4.60 per share, issued during the nine months ended September
30, 2003.
7. GUARANTOR INFORMATION
The 11% Notes and the $30 million line of credit are guaranteed by our
restricted subsidiaries. These guaranties are full, unconditional, and joint and
several. RGM Missouri and RGM New Mexico are unrestricted subsidiaries and are
not guarantors of the 11% Notes. Their financial position and results of
operations are not material to the Company's consolidated financial position or
results of operations. Their primary assets have been written off.
8. SUBSEQUENT EVENTS
Subsequent to September 30, 2004 non-insiders exercised 156,000 options and
insiders exercised 189,500 options.
9
9. SEGMENT DISCLOSURES
The Company determines its segments based upon review process of the chief
decision maker who reviews by geographic gaming market segments: Riviera Las
Vegas and Riviera Black Hawk. The key indicator reviewed by the chief decision
maker is EBITDA as defined below. All intersegment revenues have been
eliminated.
Three months ended Nine months ended
September 30, September 30,
(Dollars in thousands) 2004 2003 2004 2003
Net revenues:
Riviera Las Vegas $ 36,815 $ 35,944 $ 113,575 $ 107,706
Riviera Black Hawk 13,802 13,029 40,296 37,086
---------- ---------- ----------- ----------
Total net revenues $ 50,617 $ 48,973 $ 153,871 $ 144,792
========= ========== =========== ==========
EBITDA (1)(2):
Riviera Las Vegas $ 5,709 $ 5,073 $ 21,352 $ 18,476
Riviera Black Hawk 4,418 3,579 12,926 10,114
--------- ----------- ----------- ----------
Total property EBITDA 10,127 8,652 34,278 28,590
--------- ----------- ----------- ----------
Other costs and expenses:
Corporate Expenses (2) 661 1,062 3,173 3,478
Depreciation 3,646 3,949 10,348 12,330
Development and project
costs 1,010 0 1,010 0
Interest Expense 6,804 6,794 20,382 20,548
Interest Income (6) - (16) (18)
--------- ----------- ---------- ----------
Total other costs
and expenses 12,115 11,805 34,897 36,338
--------- ----------- ---------- ----------
Net Loss $ (1,988) $ (3,153) $ (619) $ (7,748)
========= =========== ========== ==========
(1)EBITDA consists of earnings before interest, income taxes, depreciation,
amortization and development and project costs. EBITDA is presented solely as a
supplemental disclosure because management believes that it is 1) a widely used
measure of operating performance in the gaming industry, and 2) a principal
basis for valuation of gaming companies by certain analysts and investors.
Management uses property-level EBITDA (earnings before interest, income taxes,
depreciation, amorization and corporate expense) as the primary measure of the
Company's business segment properties' performance, including the evaluation of
operating personnel. EBITDA should not be construed as an alternative to
operating income, as an indicator of the Company's operating performance, as an
alternative to cash flows from operating activities, as a measure of liquidity,
or as any other measure determined in accordance with generally accepted
accounting principles. The Company has significant uses of cash flows, including
capital expenditures, interest payments and debt principal repayments, which are
not reflected in EBITDA. Also, other companies that report EBITDA information
may calculate EBITDA in a different manner than the Company.
(2) Development and project costs associated with the Missouri casino project
totaling $600,000 were written off during the quarter and $410,000 of Missouri
casino project costs included in corporate expenses in the first two quarters of
2004 were reclassified as development and project costs in the current quarter
and, therfore, were. added back to EBITDA in the current quarter.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overall Outlook
We own and operate the Riviera Hotel and Casino on the Strip in Las Vegas,
Nevada ("Riviera Las Vegas"), and the Riviera Black Hawk Casino in Colorado
("Riviera Black Hawk").
Our capital expenditures for Las Vegas are geared to maintain the hotel rooms
and amenities in sufficient condition to compete for customers in the convention
market and the mature adult customer. Room rates and slot revenues are the
primary factors driving our operating margins. We use technology to maintain
labor costs at a reasonable level, including kiosks for hotel check-in and slot
club redemptions. In addition, we are in the process of updating our gaming
monitoring systems, and adding the capability for "ticket-in/ticket-out"
("TITO") on our slot machines. As of October 31, 2004 substantially all of our
slot machines had been converted to the new gaming monitoring system. By the end
of 2004 we anticipate that we will have 560 slot machines, or approximately 40
percent of our slot machines in Las Vegas, on TITO. Depending upon the success
of these conversions, we may accelerate the conversion of the remaining machines
or we may convert them based on normal replacement schedules. If we accelerate
the process, we would have to finance the additional slot machine purchases by
using our revolving credit facility or separate financing arrangements for $5
million to $10 million.
In Black Hawk, the $5 maximum bet restricts table games to a minimum and the
area is basically a "locals" slot customer market. Our capital expenditures in
Black Hawk are geared to maintain competitive slot machines compared to the
market. The Colorado gaming authorities approved TITO systems for Riviera Black
Hawk on December 16, 2003. By the end of 2004 we anticipate that we will have
approximately 500 slot machines, or 50 percent of our slot machines in Black
Hawk, on TITO. Again, depending upon the success of these conversions, we may
accelerate the conversion of the remaining machines or we may convert them based
on normal replacement schedules. If we accelerate the process, we would have to
finance the additional slot machine purchases by using our revolving credit
facility or separate financing arrangements for approximately $3 million.
11
Three Months Ended September 30, 2004 Compared to Three Months Ended September
30, 2003
The following table sets forth, for the periods indicated, certain operating
data for Riviera Las Vegas and Riviera Black Hawk. Income from Operations
includes intercompany management fees.
Third Quarter Incr/ % Incr/
(In Thousands) 2004 2003 (Decr) (Decr)
---- ---- ------ ------
Net revenues:
Riviera Las Vegas $36,815 $35,944 $871 2.4%
Riviera Black Hawk 13,802 13,029 773 5.9%
------ ------ ---
Total Net Revenues $50,617 $48,973 $1,644 3.4%
======= ======= ======
Income (Loss) from Operations
Riviera Las Vegas $3,592 $2,556 $1,036 40.5%
Riviera Black Hawk 2,889 2,147 742 34.6%
----- ----- ---
Property Income from Operations 6,481 4,703 1,778 37.8%
Development and Project Costs (1,010) - (1,010)
Corporate Expenses (661) (1,062) 401 37.8%
----- ------- ---
Total Income from Operations $4,810 $3,641 $1,169 32.1%
====== ====== ======
Operating Margins
Riviera Las Vegas 9.8% 7.1% 2.7%
Riviera Black Hawk 20.9% 16.5% 4.4%
Consolidated 9.5% 7.4% 2.1%
Riviera Las Vegas
Revenues
Riviera Las Vegas is following the trend on the Las Vegas Strip with
net revenues increasing $871,000 or 2.4 percent in the third quarter compared to
the same period last year.
Casino revenues were down 3.9 percent compared to the third quarter of
last year, as the business mix of customers in our hotel rooms this quarter
included more convention guests who generally have a lower gaming profile but
pay higher room rates. We have completed the installation of our new slot
monitoring system on substantially all of our machines. The system provides us
with new marketing tools. We recently began using these new tools and have
initiated promotions and direct mail offers, which we believe will stimulate our
gaming revenues in a cost-effective manner. We are on track to complete the
conversion of approximately 560 slot machines (40 percent of our total) to TITO
by the end of 2004.
Room revenue increased $632,000, or 5.7 percent, from $11.1 million in
2003 to $11.7 million in 2004 due to an increase in convention room nights.
Hotel occupancy decreased to 90.6 percent, from last year's 96.7 percent, while
average daily room rate increased $7.91 from $57.32 in 2003 to $65.23 in 2004.
Rev Par (revenue per available room) increased 6.6 percent or $3.67 to $59.12
compared with $55.45 for the third quarter last year. Convention room nights
represented 33 percent of total occupancy and 43 percent of the revenue, as the
average daily room rate ("ADR") was over $84 for this sector of our business.
12
Entertainment revenue increased $594,000, or 12.2 percent; from $4.9
million in 2003 to $5.5 million in 2004 primarily due to an increase of 17,000
cash tickets sold this quarter compared to the same quarter last year.
Promotional allowances decreased by approximately $391,000, or 10.1
percent, from $3.9 million during 2003 to $3.5 million during 2004 primarily due
to more restrictive promotional policies and decreased casino activity.
Costs and Expenses
Food and beverage departmental costs and expenses increased by 8.5
percent in the 2004 quarter, due primarily to higher payroll and operating
costs.
Entertainment departmental costs and expenses increased by 23.4 percent
in the quarter, due primarily to increased show ticket sales.
Income from Operations
Income from operations in Las Vegas increased $1.0 million, or 40.5
percent, from $2.6 million in 2003 to $3.6 million in 2004 due to the $871,000
or 2.4 percent increase in net revenues as explained above and a $237,000
decrease in depreciation expenses due to assets becoming fully depreciated.
Riviera Black Hawk
Revenues
Net revenues increased by approximately $773,000, or 5.9 percent from
$13.0 million in 2003 to $13.8 million in 2004. Food and beverage revenues were
approximately $1.5 million in 2004, of which $1.2 million was complimentary
(promotional allowance).
The third quarter benefited from the continued strength of our
marketing programs. We continue to invest our marketing dollars in areas that
profitably build slot revenues and market share. We were able to achieve record
results even though the primary highway providing access to the market was
closed 11 days in September for repairs.
Gaming revenue in the Black Hawk/Central City Market continued to grow
in the third quarter. Improved economic conditions in the Denver Metro area and
effective marketing programs by casinos in the market appear to be the driving
force behind this growth. The new access road is expected to be open before
year-end. This new road will provide additional access to the Black Hawk/Central
City Market, expanding the capabilities of the market to handle additional
weekend traffic.
Income From Operations
Income from operations in Black Hawk, Colorado increased $742,000, or
34.6 percent, from $2.1 million in 2003 to $2.9 million in 2004 due to the $
773,000 increase in net revenues. Our operating margins increased from 16.5
percent in the third quarter of 2003 to 20.9 percent in the third quarter of
2004.
13
Consolidated Operations
Other Costs and Expenses
Development and project costs associated with the Missouri casino
project totaling $600,000 were written off during the quarter and $410,000 of
Missouri casino projects included in corporate expenses in the first two
quarters of 2004 were reclassified as development and project costs in the
current quarter.
Corporate expenses also decreased in 2004 as a result of reduced
professional fees and costs associated with business proposals and shareholder
meeting proposals.
Net Income (Loss)
Net loss decreased $1.2 million from a net loss of $3.2 million in 2003
to a net loss of $2.0 million in 2004 due primarily to increased net revenues of
$1.6 million.
Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30,
2003
The following table sets forth, for the periods indicated, certain operating
data for Riviera Las Vegas and Riviera Black Hawk. Operating Income includes
intercompany management fees.
Nine Months Ended Incr/ % Incr/
(In Thousands) 2004 2003 (Decr) (Decr)
---- ---- ------ ------
Net revenues:
Riviera Las Vegas $113,575 $107,706 $5,869 5.4%
Riviera Black Hawk 40,296 37,086 3,210 8.7%
------ ------ -----
Total Net Revenues $153,871 $144,792 $9,079 6.3%
======== ======== ======
Income (Loss) from Operations
Riviera Las Vegas $15,435 $10,509 $4,926 46.9%
Riviera Black Hawk 8,495 5,751 2,744 47.7%
----- ----- -----
Property Income from Operations 23,930 16,260 7,670 47.2%
Development and Project Costs (1,010) - (1,010)
Corporate Expenses (3,173) (3,478) 305 8.8%
------- ------- ---
Total Income from Operations $19,747 $12,782 $6,965 54.5%
======= ======= ======
Operating Margins
Riviera Las Vegas 13.6% 9.8% 3.8%
Riviera Black Hawk 21.1% 15.5% 5.6%
Consolidated 12.8% 8.8% 4.0%
Riviera Las Vegas
Revenues
Net revenues increased approximately $5.9 million, or 5.4 percent, from
$107.7 million in 2003 to $113.6 million in 2004 due primarily to increased
revenues in Hotel, Food and Beverage and Entertainment.
14
Room revenue increased $2.4 million, or 7.2 percent, from $33.5 million
in 2003 to $35.9 million in 2004 due to an increase in convention room nights
and an overall increase in average room rate. Hotel occupancy was comparable to
last year at 94.0 percent and ADR increased $5.11 to $64.92 in 2004 from $59.81
in 2003. Rev Par (revenue per available room) increased 8.0 percent or $4.50 to
$60.76. We believe airline seat capacity increases and the general state of the
economy are driving these increases.
Food and beverage revenues increased $1.4 million, or 6.8 percent, from
$20.7 million in 2003 to $22.1 million in 2004 due to increased average sale per
customer in all our outlets.
Entertainment revenues increased by approximately $2.0 million, or 14.9
percent, from $13.7 million during 2003 to $15.7 million during 2004 due
primarily to a 20 percent increase in ticket sales.
Costs and Expenses
Casino expenses decreased $1.6 million or 6.5 percent from $25.3 million
in 2003 to $23.7 million in 2004 due to reduced casino marketing costs and
payroll reductions.
Rooms departmental costs and expenses increased by 4.5 percent due in
part to the wage scale increases under the renewed union contracts.
Food and beverage costs increased $1.6 million, or 10.6 percent, as a
result of increased covers in all outlets and wage scale increases under the
renewed union contracts.
Entertainment costs increased $1.7 million, or 19.3 percent, as a
result of increased ticket sales.
Income from Operations
Income from operations in Las Vegas increased $4.9 million, or 46.9
percent, from $10.5 million in 2003 to $15.4 million in 2004 based on increased
net revenues of $5.9 million and a decrease in depreciation of approximately
$1.7 million due to assets becoming fully depreciated.
Riviera Black Hawk
Revenues
Net revenues increased by approximately $3.2 million, or 8.7%, from
$37.1 million in 2003 to $40.3 million in 2004. Casino revenues increased $3.7
million, or 10.4%, from $35.1 million in 2003 to $38.8 million in 2004.
Riviera Black Hawk continues to refine its marketing efforts by
regularly measuring the success rates of its programs, while monitoring the
offerings of competitors. The operation is attempting to strike a balance
between player incentives, gaming product, food offerings and entertainment as
its primary marketing programs. Year-to-date the market has grown by 3.1
percent. Improved economic conditions in the Denver Metro area and effective
marketing programs by casinos in the market appear to be the driving force
behind this growth.
15
Income from Operations
Income from operations in Black Hawk, Colorado increased $2.7 million,
or 47.7%, from $5.8 million in 2003 to $8.5 million in 2004 as a result of
refining direct marketing and promotional programs for the casino to match the
economic conditions in the Denver area.
Consolidated Operations
Other Costs and Expenses
Interest expense decreased $166,000 due to reduced interest associated
with equipment financing. Interest expense on the $215 million 11% Senior
Secured Notes issued by the Company (the "11% Notes") of $17.7 million plus
related amortization of loan fees and other financing costs totaled
approximately $19.0 million in 2004. Interest expense on equipment and other
financing totaled approximately $1.4 million for the first nine months of 2004.
Net Income (Loss)
Net loss decreased $7.1 million from a net loss of $7.7 million in
2003 to net loss of $619,000 in 2004 due primarily to the $7.0 million increase
in operating income and the $166,000 decrease in net interest costs.
Liquidity and Capital Resources
At September 30, 2004, the Company had cash and cash equivalents of $24.5
million. The cash and cash equivalents increased $5.1 million during the first
nine months of 2004, as a result of $16.6 million of cash provided by
operations, $6.5 million of cash outflow for investing activities and $5.0
million outflow for financing activities. Cash balances include amounts that
could be required to fund our Chief Executive Officer's pension obligation in a
rabbi trust with 5 days notice. (See Note 7 to the 2003 annual consolidated
financial statements, Other Long-Term Liabilities, included in Form 10-K as
filed with the Securities and Exchange Commission (the "SEC")). The Company
continues to pay Mr. Westerman $250,000 per quarter from his pension plan. In
exchange for these payments, Mr. Westerman has agreed to continue his
forbearance of his right to receive full transfer of his pension fund balance to
the rabbi trust. This does not limit his ability to give the five-day notice at
any time. Although there is no current intention to require this funding, under
certain circumstances the Company might have to disburse approximately $5.4
million for this purpose in a short period.
We believe that cash flow from operations, combined with the $24.5 million cash
and cash equivalents and the $30 million revolving credit facility, will be
sufficient to cover our debt service and enable investment in budgeted capital
expenditures for the balance of 2004 for both the Las Vegas ($2.5 million) and
Black Hawk ($1.6 million) properties.
Cash flow from operations may not to be sufficient to pay 100% of the principal
of the 11% Notes at maturity on June 15, 2010. Accordingly, our ability to repay
the 11% Notes at maturity may be dependent upon our ability to refinance them.
There can be no assurance that we will be able to refinance the principal amount
of the 11% Notes at maturity.
16
The 11% Notes provide that, in certain circumstances, we must offer to
repurchase the 11% Notes, upon the occurrence of a change of control, at 101% of
the principal amount. Each holder of 11% Notes would have the right but not the
obligation to accept this offer. In the event of such mandatory redemption or
repurchase of a substantial portion of the 11% Notes prior to maturity, we would
be unable to pay this obligation without a refinancing.
At any time prior to June 15, 2005, we may on any one or more occasions redeem
up to 35% of the aggregate principal amount of the 11% Notes at a redemption
price of 111% of the principal amount, plus accrued and unpaid interest and
liquidated damages, if any, to the redemption date, with the net cash proceeds
of one or more public equity offerings; provided that:
(1) at least 65% of the aggregate principal amount of the 11% Notes remains
outstanding immediately after the occurrence of such redemption (excluding
such notes held by us); and
(2) the redemption occurs within 45 days of the date of the closing of such
public equity offering.
Except pursuant to the preceding paragraph, the 11% Notes are not redeemable at
our option prior to June 15, 2006.
On or after June 15, 2006, we may redeem all or part of the 11% Notes upon not
less than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and liquidated damages, if any, on the 11% Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on June 15 of the years indicated below:
Year Percentage
---- ----------
2006 .....................105.500%
2007......................103.667%
2008......................101.833%
2009 and thereafter.......100.000%
The 11% Notes and the $30 million revolving credit facility contain certain
covenants, which limit our ability, subject to certain exceptions, to do, among
other things, the following: (i) incur additional indebtedness; (ii) pay
dividends or other distributions, repurchase capital stock or other equity
interests or subordinated indebtedness; (iii) enter into certain transactions
with affiliates; (iv) create certain liens or sell certain assets; and (v) enter
into certain mergers and consolidations. As a result of these restrictions, our
ability to incur additional indebtedness to fund operations or to make capital
expenditures is limited. In the event that cash flow from operations is
insufficient to cover cash requirements, we would be required to curtail or
defer certain capital expenditure programs under these circumstances, which
could have an adverse effect on operations.
At September 30, 2004, we believe that we are in compliance with the covenants
of the 11% Notes and the $30 million revolving credit facility.
Las Vegas Land Valuation
Our location on the Las Vegas Strip will continue to see more foot traffic as
the Hilton Grand Vacations Club time-shares, Wynn Las Vegas and recently
announced luxury condominium projects draw more people to the north end. Riviera
Las Vegas is located on 26 acres of prime real estate on the north end of the
Las Vegas Strip. Recent land transactions on the Las Vegas Strip are indicators
that the land in our financial statements has a fair market value well in excess
of its $21 million recorded book value.
17
Recently Issued Accounting Standards
The Financial Accounting Standards Board ("FASB") has issued a proposed
standard that will impact the accounting for share-based payments. The standard,
which is proposed to be effective for periods beginning after June 15, 2005,
would require that we recognize an expense for our share-based payments,
including stock options. We are currently evaluating the provisions of this
proposed standard to determine its impact on our future financial statements.
AMEX Listing
Riviera Holdings Corporation owns and operates the Riviera Hotel and
Casino on the Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk,
Colorado. Riviera is traded on the American Stock Exchange ("AMEX") under the
symbol RIV. Informal discussions with AMEX staff indicate that the Company may
meet the standards of AMEX policy Sec. 1003(a). According to that policy, AMEX
will not normally consider suspending dealings in or delisting the securities of
a company, which is below the earnings or net worth standards if the Company is
in compliance with the following:
(1) Total value of market capitalization of at least $50,000,000; or total
assets and revenue of $50,000,000 each in its last fiscal year, or in
two of its last three fiscal years; and
(2) The company has at least 1,000,000 shares publicly held, a market value
of publicly held shares of at least $15,000,000 and at least 400 round
lot shareholders.
Stock Options
During the third quarter of 2004, we determined that 132,500 stock
options, which we had attempted to grant under our stock option plans between
July 15, 2003 and May 10, 2004, could not be granted because those plans had
expired on June 30, 2003. Prior to this determination, we had reported those
options as being outstanding and unexercised. We are currently considering
alternatives to rectify this situation for directors, officers and employees to
whom we intended to grant such options.
Critical Accounting Policies
A description of our critical accounting policies and estimates can be found in
Part 1., Item 7 of our 2003 Form 10-K and for a more extensive discussion of our
accounting policies, see Note 1, Summary of Significant Accounting Policies, in
the Notes to the Consolidated Financial Statements in our 2003 Form 10-K filed
with the SEC on March 16, 2004.
Forward-Looking Statements
This report includes "forward-looking statements," as defined in Section 21E of
the Securities Exchange Act of 1934, as amended ("the Exchange Act"). Statements
in this report regarding future events or conditions, including statements
regarding industry prospects and our expected financial position and business
and financing plans, are forward-looking statements. Although we believe that
the expectations reflected in such forward-looking statements are reasonable, we
can give no assurance that such expectations will prove to be correct. Important
factors that could cause actual results to differ materially from our
expectations are disclosed in this report as well as in our most recent annual
report on Form 10-K, and include our substantial leverage, the risks associated
with the possible expansion of our business, as well as factors that affect the
gaming industry generally. We caution you not to place undue reliance on these
18
forward-looking statements, which speak only as of the date of this report. We
undertake no obligations to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Specific factors that might cause actual results to differ from our expectations
or might cause us to modify our plans or objectives include, but are not limited
to:
o the availability and adequacy of our cash flow to meet our
requirements, including payment of amounts due under our indebtness;
o our substantial indebtedness, debt service requirements and
liquidity constraints;
o risks related to our 11% Notes and to high-yield securities and
gaming securities generally;
o changes in our business strategy, capital improvements or
development plans;
o the need for additional capital to support capital improvements and
development;
o competition in the gaming industry, including the availability and
success of alternative gaming venues and other entertainment
attractions;
o economic, competitive, demographic, business and other conditions in
our local and regional markets;
o changes or developments in laws, regulations or taxes in the
gaming industry;
o actions taken or omitted to be taken by third parties, including our
customers, suppliers, and competitors as well as legislative,
regulatory, judicial and other governmental authorities;
o a decline in the public acceptance of gaming;
o changes in personnel or compensation, including federal or state
minimum wage requirements;
o our failure to obtain, delays in obtaining, or the loss of any,
licenses, permits or approvals, including gaming and liquor
licenses, or the limitation, conditioning, suspension or revocation
of any such licenses, permits or approvals, or our failure to obtain
an unconditional renewal of any such licenses, permits or approvals
on a timely basis;
o the loss of any of our casino facilities due to terrorist acts,
casualty, weather, mechanical failure or any extended or
extraordinary maintenance or inspection that may be required;
19
o other adverse conditions, such as economic downturns, changes in
general customer confidence or spending, increased transportation
costs, travel concerns or weather-related factors, that may
adversely affect the economy in general and/or the casino industry
in particular; and
o factors relating to the current state of world affairs and any
future acts of terrorism or any other destabilizing events in the
United States or elsewhere.
20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to our operations result primarily from changes in
interest rates. We invest our cash and cash equivalents in U.S. Treasury Bills
with maturities of 30 days or less. Such investments are generally not affected
by changes in interest rates.
As of September 30, 2004, we had $217.0 million in borrowings. The borrowings
include $215 million in 11% Notes maturing in 2010 and capital leases maturing
at various dates through 2005.The interest rate on the 11% Notes is fixed. The
equipment loans and capital leases have interest rates ranging from 5.4% to
13.5%. Our borrowings also include $651,000 in a special improvement district
bond offering with the City of Black Hawk. Our share of the debt on the SID
bonds of $1.2 million which has been payable over the ten years beginning in
2000. The SID bonds bear interest at 5.5%.
Interest Rate Sensitivity
Principal (Notational Amount by Expected Maturity)
Average Interest Rate
(Dollar amounts in Fair Value
thousands) 2004 2005 2006 2007 2008 Thereafter Total at 9/30/04
Long Term Debt Including
Current Portion
Equipment loans and
capital leases Las Vegas $ 200 $ 740 $ 645 $ 685 $ 109 $2,379 $ 2,379
Average interest rate 7.2% 6.4% 6.0% 6.0% 6.0%
11% Senior Secured Notes $ 215,000 $215,000 $ 236,500
Less unamortized Discount $ (2,309) $(2,309) $ (2,309)
Average interest rate 11.8%
Capital leases
Black Hawk, Colorado $ 587 $ 658 $1,245 $ 1,245
Average interest rate 10.8% 10.8%
Special Improvement
District Bonds
Black Hawk, Colorado $ - $116 $124 $129 $137 $145 $651 $ 651
Average interest rate 5.5% 5.5% 5.5% 5.5% 5.5% 5.5%
------ ----- ------ ----- ----- ------ ---- ------
Total all long-term debt,
including current portion $787 $1,514 $769 $814 $246 $212,836 $216,966 $238,466
Other Long Term Liabilities
CEO pension plan obligation $250 $1,000 $1,000 $1,000 $1,000 $1,160 $5,410 $5,410
11.8% 11.8% 11.8% 11.8% 11.8% 11.8%
------ ----- ----- ------ ----- ------- ------- -------
$1,037 $2,514 $1,769 $1,814 $1,246 $213,996 $222,376 $243,876
====== ====== ====== ====== ====== ======== ======== ========
21
Item 4. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-14(c) and 15d-14(c) under the Exchange Act) as of the end of the
period covered by this quarterly report. Based on such evaluation, those
officers have concluded that, as of the end of the period, our disclosure
controls and procedures are effective.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to several routine lawsuits, either as plaintiff or as
defendant, arising from the normal operations of a hotel or casino. We do not
believe that the outcome of such litigation, in the aggregate, will have a
material adverse effect on our financial position or results of operations.
Item 6. Exhibits and Reports on Form 8-K.
(a) See list of exhibits on page 24.
(b) During the third quarter of 2004, the Company filed reports on Form
8-K on July 13, July 26, August 24, September 2and September 29, 2004. The Form
8-K filing on July 13, 2004 reported Items 5 and 7. The Form 8-K filings on
August 24, September 2 and September 29, 2004 reported items 8.01 and 9.01. The
Form 8-K filing on July 26 reported Items Nos. 7, 9 and 12 and contained summary
financial information for the Company's second quarter.
22
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.
RIVIERA HOLDINGS CORPORATION
By: /s/ William L. Westerman
William L. Westerman
Chairman of the Board and
Chief Executive Officer
By: /s/ Duane Krohn
Duane Krohn
Treasurer and
Chief Financial Officer
Date: November 11, 2004
23
Exhibits
Exhibits:
31.1 Certification of the Principal Executive Officer of the Registrant pursuant
to Exchange Act Rule 13a-14(a).
31.2 Certification of the Principal Financial Officer of the Registrant pursuant
to Exchange Act Rule 13a-14(a).
32.1 Certification of the Principal Executive Officer of the Registrant pursuant
to Exchange Act Rule 13a-14(b) and 18 U.S.C. 1350.
32.2 Certification of the Principal Financial Officer of the Registrant pursuant
to Exchange Act Rule 13a-14(b) and 18 U.S.C. 1350.
24