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 March 31, 2005
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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
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(Exact name of Registrant as specified in its charter)
Nevada 88-0296885
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(State or other jurisdiction (IRS Employer Identification No.)
of 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
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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
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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 April 30, 2005, there were 12,340,755 shares of Common Stock, $.001 par
value per share, outstanding.
RIVIERA HOLDINGS CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Report of Independent Registered Public Accounting Firm 2
Condensed Consolidated Balance Sheets (Unaudited) at March 31, 2005 and
December 31, 2004 3
Condensed Consolidated Statements of Operations (Unaudited) for the
Three Months ended March 31, 2005 and 2004 4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Three Months ended March 31, 2005 and 2004 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
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 21
Signature Page 22
Exhibits 23
PART I - FINANCIAL INFORMATION ITEM
1. Financial Statements
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 March 31,
2005, and the related condensed consolidated statements of operations and of
cash flows for the three months ended March 31, 2005 and 2004. These financial
statements are the responsibility of the Company's management.
We conducted our reviews, in accordance with standards established by 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 auditing 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 reviews, 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 auditing standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheet of Riviera Holdings Corporation as of December 31, 2004, and the related
consolidated statements of operations, shareholders' equity, and of cash flows
for the year then ended (not presented herein); and in our report dated March
24, 2005, 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, 2004, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
DELOITTE & TOUCHE LLP
May 9, 2005
Las Vegas, Nevada
2
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In Thousands, except share amounts) March 31, December 31,
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2005 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $24,785 $18,886
Accounts receivable, net 4,655 3,898
Inventories 2,077 2,047
Prepaid expenses and other assets 3,964 4,101
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Total current assets 35,481 28,932
PROPERTY AND EQUIPMENT, Net 176,291 177,115
OTHER ASSETS, Net 8,636 9,043
DEFERRED INCOME TAXES, Net 2,446 2,446
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TOTAL $222,854 $217,536
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Current portion of long-term debt $793 $1,441
Accounts payable 8,511 8,872
Accrued interest 6,975 1,089
Accrued expenses 14,597 16,197
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Total current liabilities 30,876 27,599
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OTHER LONG-TERM LIABILITIES 3,895 4,203
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LONG-TERM DEBT, net of current portion 214,896 215,026
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
Common stock ($.001 par value; 60,000,000 shares
authorized; 17,008,824 and 16,548,324
issued at March 31, 2005 and December
31, 2004, respectively) 17 16
Deferred Compensation - Restricted Stock (4,532)
Additional paid-in capital 20,564 15,692
Treasury stock (4,688,069 shares and
4,688,069 shares at March 31, 2005
and December 31, 2004, respectively) (10,459) (10,459)
Accumulated deficit (32,403) (34,541)
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Total stockholders' deficiency (26,813) (29,292)
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TOTAL $222,854 $217,536
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See notes to condensed consolidated financial statements
3
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 Three Months Ended
(In thousands, except per share amounts) March 31,
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REVENUES: 2005 2004
Casino $27,483 $27,079
Rooms 13,425 12,538
Food and beverage 8,843 8,800
Entertainment 4,882 4,656
Other 2,037 2,047
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Total revenues 56,670 55,120
Less promotional allowances 4,206 4,660
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Net revenues 52,464 50,460
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COSTS AND EXPENSES:
Direct costs and expenses of
operating departments:
Casino 13,864 13,554
Rooms 6,558 6,364
Food and beverage 6,053 5,801
Entertainment 3,669 3,052
Other 680 715
Other operating expenses:
General and administrative 10,005 10,252
Mergers, Acquisitions and Development Costs,net (667)
Equity Compensation - Restricted Stock 53
Asset Impairment 198
Depreciation and amortization 3,294 3,348
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Total costs and expenses 43,707 43,086
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INCOME FROM OPERATIONS 8,757 7,374
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OTHER (EXPENSE) INCOME :
Interest expense (6,659) (6,840)
Interest income 40 6
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Total other expense (6,619) (6,834)
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INCOME BEFORE PROVISION FOR INCOME TAXES 2,138 540
PROVISION FOR INCOME TAXES 0 0
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NET INCOME $2,138 $540
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INCOME PER SHARE DATA:
Income per share:
Basic $ 0.18 $ 0.05
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Diluted $ 0.18 $ 0.05
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Weighted-average common shares outstanding 11,781 10,455
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Weighted-average common and common
equivalent shares 12,070 10,644
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See notes to condensed consolidated financial statements
4
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31, 2005 AND 2004 Three Months Ended
(in thousands) March 31,
2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $2,138 $540
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 3,294 3,348
Provision for bad debts 70 76
Interest expense 6,659 6,840
Interest paid (280) (386)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (827) (2,096)
Decrease (increase) in inventories (30) 57
Decrease (increase) in prepaid expenses
and other assets 139 (602)
Increase (decrease) in accounts payable (361) 507
Increase (decrease) in accrued liabilities (1,600) (233)
Increase (decrease) in deferred compensation
plan obligation (47) (156)
Increase (decrease) in non-qualified pension
plan obligation to CEO upon retirement (250) (250)
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Net cash provided by operating activities 8,905 7,645
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and
equipment - Las Vegas, Nevada (1,762) (1,647)
Capital expenditures - Black Hawk, Colorado (904) (593)
Decrease (increase) in other assets 197 (164)
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Net cash (used in) investing activities (2,469) (2,404)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit 0 (2,000)
Payments on long-term borrowings (879) (911)
Purchase of deferred compensation treasury
stock, net 0 37
Proceeds from exercise of stock options 289
Issuance of restricted stock 53
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Net cash (used in) financing activities (537) (2,874)
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INCREASE IN CASH AND CASH EQUIVALENTS 5,899 2,367
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,886 19,344
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CASH AND CASH EQUIVALENTS, END OF PERIOD $24,785 $21,711
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SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING
ACTIVITIES:
Property acquired with debt and accounts
payable $564 $533
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 Las Vegas 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. "RGMNM" was
incorporated in the State of New Mexico. On June 5, 2002, Riviera Gaming
Management of Missouri, Inc. "RGMM" was incorporated in the State of Missouri.
Each of these is a wholly owned subsidiary of ROC.
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. Our management believes that the Company's procedures
comply, in all material respects 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 the Company, its
wholly owned subsidiaries ROC, RGMM, RGMNM and RGM, and their related subsidiary
entities. All material intercompany accounts and transactions have been
eliminated.
The financial information at March 31, 2005 and for the three months ended March
31, 2005 and 2004 is unaudited. However, management believes such information
reflects all adjustments (consisting solely of normal and recurring adjustments)
that are 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 months ended March 31, 2005 and 2004 are
not necessarily indicative of the results for the entire year.
6
These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 2004, included in our Annual Report on Form 10-K.
Earnings Per Share
Basic per share amounts are computed by dividing net income by weighted average
shares outstanding during the period. Diluted net income (loss) per share
amounts are computed by dividing net income by weighted average shares
outstanding plus the dilutive effect of common share equivalents. The number of
potentially dilutive options that were excluded as thier affect woudl have been
anti-dilutive was 65,208 and 807,000 for the three months ended March 31, 2005
and 2004 respectively.
Income Taxes
The income tax provisions of $748,300 and $189,000 for the three months ended
March 31, 2005 and 2004, respectively, were fully offset by the utilization of
loss carryforwards for which a valuation allowance had been previously provided.
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 we operate the
business, changes in the labor market or economic downturns in the areas where
we operate.
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
us include estimated useful lives for depreciable and amortizable assets,
certain accrued liabilities, the estimated allowance for receivables, cash flow
projections for testing asset impairment and establishment of the income tax
valuation allowance. Actual results may differ from estimates.
Stock Options
As of March 31, 2005, we had outstanding options under two stock option plans.
The effect of stock options in our income statement is reported in accordance
with Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. We have has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards
("SFAS") No. 123, Accounting for Stock-Based Compensation. Accordingly, we have
recognized no compensation cost for stock options.
Had compensation cost for our stock options been determined based on the fair
value at the date of grant for awards consistent with the provisions of SFAS No.
123 (using an intrinsic value method), our net income per common share and
common share equivalent would have been decreased to the pro forma amounts
indicated below for the three months ended March 31, 2005 and 2004 (in
thousands, except per share amounts):
7
March 31, March 31,
2005 2004
Net income - as reported $ 2,138 $ 540
Deduct: Total stock-based employee compensation
expense determined under fair value-based methods
for awards net of related tax effects (11) (50)
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Net income pro forma $ 2,127 $ 490
Basic income per common share as reported $ 0.18 $ 0.05
Basic income per common share pro forma $ 0.18 $ 0.05
Diluted income per common and common
share equivalent as reported $ 0.18 $ 0.05
Diluted income per common and common share
equivalent pro forma $ 0.18 $ 0.05
We estimated fair value of each option grant on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2003: dividend yield of 0%; expected volatility
of 52%; risk-free interest rate of 4.49%; and expected lives of 10 years.
There have been no options granted in 2005 or 2004.
Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R), Share-Based Payments, which establishes accounting standards for all
transactions in which an entity exchanges its equity instruments for goods and
services. SFAS No. 123(R) focuses primarily on accounting for transactions with
employees, and carries forward without change prior guidance for share-based
payments for transactions with non-employees.
SFAS No. 123(R) eliminates the intrinsic value measurement objective in APB
Opinion No. 25 and generally requires us to measure the cost of employee
services received in exchange for an award of equity instruments based on the
fair value of the award on the date of the grant. The standard requires grant
date fair value to be estimated using either an option-pricing model, which is
consistent with the terms of the award, or a market observed price, if such a
price exists. Such cost must be recognized over the period during which an
employee is required to provide service in exchange for the award in the
requisite service period (which is usually the vesting period). The standard
also requires us to estimate the number of instruments that will ultimately be
issued, rather than accounting for forfeitures as they occur.
We are required to apply SFAS No. 123(R) to all awards granted, modified or
settled in our first reporting period under U.S. generally accepted accounting
principles for fiscal years beginning after June 15, 2005. We are also required
to use either the "modified prospective method" or the "modified retrospective
method." Under the modified prospective method, we must recognize compensation
cost for all awards granted after we adopt the standard and for the unvested
portion of previously granted awards that are outstanding on that date.
Under the modified retrospective method, we must restate our previously issued
financial statements to recognize the amounts we previously calculated and
reported on a pro forma basis, as if the prior standard had been adopted.
Under both methods, we are permitted to use either a straight line or an
accelerated method to amortize the cost as an expense for awards with graded
vesting. SFAS No. 123(R) permits and encourages early adoption.
8
We have commenced our analysis of the impact of SFAS No. 123(R), but have not
yet decided: (1) whether we will elect to adopt early, (2) if we elect to adopt
early, then at what date we would do so, (3) whether we will use the modified
prospective method or elect to use the modified retrospective method, and (4)
whether we will elect to use straight line amortization or an accelerated
method.
2. OTHER ASSETS
Other assets at March 31, 2005 and 2004 include deferred loan fees of
approximately $7.3 million and $8.9 million respectively, associated with the
refinancing of our debt.
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 Senior Secured Notes with substantially the same terms
(collectively, the "11% Notes"). The 11% Notes were issued at a discount of $3.2
million. The discount is being amortized over the life of the 11% Notes.
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 March 31, 2005. We incurred loan
fees of approximately $1.5 million, which are being expensed over the life of
the agreement. A monthly fee of .005 percent is charged on the unused portions
of the revolver plus a $3,000 monthly service fee.
4. LEGAL PROCEEDINGS
We are a party to 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 our operations.
5. STOCK REPURCHASES
There were no shares of treasury stock purchased by our Deferred Compensation
Plan for the three months ended March 31, 2005 or 2004. For the three months
ended March 31, 2005, 187,983 shares were distributed to participants as
required by the Deferred Compensation Plan (due in part to the retirement of one
of the participants).
6. ISSUANCE OF RESTRICTED STOCK
Effective March 10, 2005, we granted 337,500 shares of Common Stock under our
Restricted Stock Plan to 19 executives at no cost. We granted those shares in
substitution for stock options that we attempted to grant on July 15, 1993 under
our 1993 Employee Stock Option Plan. The 1993 Plan expired on July 1, 2003,
rendering those options null and void. The grant of restricted Common Stock was
intended to compensate those executives for the value of the options that we
attempted to grant. The restricted shares are subject to a five-year vesting
schedule, vesting 20% each March 10, commencing March 10, 2006 (see note 13).
The Company is amortizing the fair market value of the Restricted Stock
($4,584,000) over the vesting period of 60 months and $53,000 was charged to
expense in the first quarter of 2005. The restricted shares immediately vest
upon the death, disability, retirement at age 62, termination of employment
other than for cause, or in the event of a change-in-control of the Company. The
shares were issued April 7, 2005.
9
7. GUARANTOR INFORMATION
The 11% Notes and the $30 million line of credit are guaranteed by all of our
restricted subsidiaries. These guaranties are full, unconditional, and joint and
several. RGMM and RGMNM are unrestricted subsidiaries of RHC, are not guarantors
of the 11% Notes, these do not significantly contribute to our financial
position or results of operations.
8. SALARY CONTINUATION AGREEMENTS
Approximately 59 officers and significant employees (excluding Mr. Westerman and
Mr. Vannucci) of ROC have salary continuation agreements effective through
December 31, 2005, pursuant to which each of them will be entitled to receive
(1) either six months' or one year's base salary if his or her employment is
terminated, without cause, within 12 or 24 months of a change of control of the
Company or ROC; and (2) certain benefits for periods of either one or two years.
The base salary is payable in bi-weekly installments subject to the employee's
duty to mitigate by using his or her best efforts to find other employment. In
addition, four officers and significant employees have salary continuation
agreements effective through December 31, 2005, pursuant to which each of them
will be entitled to receive two year's base salary and certain benefits for two
years, if their employment is terminated without cause within 24 months of a
change of control of RHC or ROC. These four salary continuation agreements are
not subject to a duty to mitigate. As of March 31, 2005, the total amount that
would be payable under all such agreements if all payment obligations were to be
triggered was approximately $6.7 million, including $1.5 million in benefits.
10
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 Three Months
Ended Ended
March 31, March 31,
(In thousands) 2005 2004
Net revenues:
Riviera Las Vegas $39,347 $37,323
Riviera Black Hawk 13,117 13,137
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Total net revenues $ 52,464 $ 50,460
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EBITDA (1):
Riviera Las Vegas $8,853 $7,587
Riviera Black Hawk 3,939 4,243
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Total property EBITDA $12,792 $11,830
============= =============
Other Costs and Expenses
Corporate Expenses 1,157 1,108
Depreciation and amoritzation 3,294 3,348
Mergers, Acquisitions and
Development Costs, net (667) -
Equity Compensation - Restricted Stock 53 -
Asset Impairment - Monorail 198 -
Interest Expense 6,659 6,840
Interest Income (40) (6)
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Total Costs and Expenses 10,654 11,290
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Net Income $ 2,138 $ 540
============= =============
(1)EBITDA consists of earnings before interest, income taxes and depreciation,
and amortization. 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,
amortization 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.
11
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 Las Vegas Strip in Las
Vegas, Nevada ("Riviera Las Vegas"), and the Riviera Black Hawk Casino in Black
Hawk 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 computer systems, including the capability for "ticket-in/ticket-out"
("TITO") on our slot machines. At March 31, 2005 approximately 596 (46%) of our
slot machines were on the TITO system. During the second quarter of 2005 we
expect to add approximately 100 additional slot machines to our new system. By
the end of 2005 we anticipate that we will have 730 slot machines, or
approximately 56% 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.
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 gaming authorities approved TITO systems in Colorado for Riviera
Black Hawk on December 16, 2003 and we had 590 (59%) of our slot machines on the
TITO system as of March 31, 2005. By the end of 2005 we anticipate that we will
have approximately 750 slot machines, or 75% 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. The expansion of our casino and the
construction of a pedestrian bridge to Isle of Capri are expected to begin in
May 2005 and be completed by the first quarter of 2006. We believe these
projects will have minimal impact on our operating results in 2005, because
neither project impacts accessibility to our parking garage or severely
restricts access to our casino.
Effective March 11, 2005, we effected a three-for-one split of our common stock.
All per share -related information in this Form 10-Q has been adjusted to
reflect the stock split.
On February 15, 2005, we announced that we have requested our financial advisor,
Jefferies & Company, Inc. ("Jefferies"), to explore strategic alternatives for
maximizing shareholder value, including development of our Las Vegas property,
refinancing, joint ventures, mergers and other methods of realizing the value of
our stock. We are continuing to work with Jefferies to explore such
alternatives.
Subject to stockholder approval at our 2005 annual meeting, we have adopted two
new stock option plans and have allocated a total of 1,150,000 shares of common
stock to them. We have allocated 150,000 shares to a new option plan for
non-employee directors. We will grant options for 6,000 shares to each
non-employee director as soon as practicable after this plan has become
affective and the options and shares of common stock reserved for issuance under
12
this plan have been registered under the Securities Act of 1933. If, however, we
elect not to register the options and the underlying common stock, then we will
grant the options as soon as practicable after the plan becomes effective (which
will be when our stockholders approve the plan). In subsequent years, we will
grant the options on the anniversary of the effective date of the plan. The
option exercise price will be the closing market price of our stock on the date
of the option grant. The options will vest over five years at 20% per year,
commencing on the first anniversary of the grant, provided that the option
holder has continuously served as a non-employee director during those years.
However, in the event of a "change of control" of the Company (as defined in the
plan), any portion of an option that has not yet vested and become exercisable
will immediately vest and be exercisable.
We have allocated 1,000,000 shares to a new incentive stock option plan for our
officers and key employees. Our Stock Option Committee will determine the
vesting and exercisability schedule for each option grant. As a general matter,
we expect that each option will vest and become exercisable for 20% of the
underlying shares on the date of the option grant. The incentive stock option
plan provides, however, that in the event of the option holder's retirement at
or after age 62, death or disability or in the event of a "change of control" of
the Company (as defined in the plan), any portion of the option that has not yet
vested and become exercisable shall immediately vest and be exercisable.
Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004
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.
First Quarter Incr/ Incr/
(In Thousands) 2005 2004 (Decr) (Decr)%
---- ---- ------ ------
Net revenues:
Riviera Las Vegas $39,347 $37,323 $2,024 5.4%
Riviera Black Hawk 13,117 13,137 (20) -0.2%
------ ------ ----
Total Net Revenues $52,464 $50,460 $2,004 4.0%
======= ======= ======
Income (Loss) from Operations
Riviera Las Vegas $7,108 $5,672 $1,436 25.3%
Riviera Black Hawk 2,390 2,810 (420) -14.9%
----- ----- -------
Property Income from Operations 9,498 8,482 1,016 12.0%
Mergers acquisitions and development
costs, net 667 0 667
Asset Impairment (198) 0 (198)
Equity Compensation - Restricted Stock (53) 0 (53)
Corporate Expenses (1,157) (1,108) (49) -4.4%
------- ------- ----
Total Income from Operations $8,757 $7,374 $1,383 18.8%
====== ====== ======
Operating Margins (1)
Riviera Las Vegas 18.1% 15.2% 2.9%
Riviera Black Hawk 18.2% 21.4% -3.2%
(1) Operating margins represent income from operations as percentage of net
revenues by property.
13
Riviera Las Vegas
Revenues
Net revenues increased by approximately $2.0 million, or 5.4%, from $37.3
million in 2004 to $39.3 million in 2005 due primarily to increased casino,
hotel and entertainment revenues and reduced promotional allowances for
entertainment.
Casino revenues increased by approximately $336,000, or 2.3% for the quarter,
from $14.4 million during 2004 to $14.8 million during 2005 due primarily to
increased table game revenues. The $900,000 or 30.0% increase in table game
revenues from $3.0 million in 2004 to $3.9 million in 2005 was due primarily to
higher hold percentage for our blackjack games. Gross slot revenues were
approximately $11 million in both quarters, however, more than $400,000 in
additional cash rebates in the first quarter 2005 resulted in lower net slot
revenues compared to the first quarter of 2004.
Room revenues increased $887,000, or 7.1%, from $12.5 million in 2004 to $13.4
million in 2005 due to a 3% increase in convention room occupancy. Average daily
room rate increased $5.89 from $66.94 in the first quarter of 2004 to $72.83 in
2004 while hotel occupancy decreased slightly to 93.66% in 2005 from 94.86% in
2004. Rev Par (revenue per available room) increased 7.4% or $4.72 to $68.22.
Convention room night occupancy increased from 29.5% in 2004 to 32.5% in 2005.
Convention room rates are typically higher than internet or vacation room rates.
Food revenues for the quarter were up $200,000 or 4.0% from 5.1 million in 2004
to $5.3 million in 2005 due to a 7.0% increase in average check, which was
partially offset by a 7.0% decrease in covers. Beverage revenues were down
$200,000 or 9.0% from $2.3 million in 2004 to $2.1 million in 2005 due primarily
to a reduction in complimentary beverages.
Entertainment revenues increased by approximately $245,000, or 5.3%, from $4.6
million during 2004 to $4.9 million during 2005 due primarily to a 16.7%
increase in average show ticket price from $30 in the first quarter of 2004 to
$35 in the first quarter of 2005.
Costs and Expenses
Rooms departmental expenses increased 3% from $6.4 to $6.6 million due primarily
to payroll and benefit costs under union contracts. Departmental margin for the
quarter increased from 43.0% in 2004 to 45.0% in 2005 due to the increase in
revenues.
Food and beverage departmental costs and expenses increased 6.2% in the quarter
due to higher payroll costs and increased expense for cost of food sold.
Entertainment departmental costs increased 20.7% due to costs associated with a
new show that was not operating in the first quarter of 2004.
General and Administrative costs decreased 2.9% as a result of reduced payroll
and benefit costs as well as reduced elevator maintenance costs
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Income from Operations
Income from operations at the Riviera Las Vegas increased $1.4 million, or
25.3%, from $5.7 million in 2004 to $7.1 million in 2005 due to the 5.4%
increase in net revenues as explained above.
Riviera Black Hawk
Revenues
Net revenues in 2005 were essentially the same as the first quarter of 2004 at
approximately $13.1 million. Food and beverage revenues were approximately $1.4
million in 2005, of which $1.1 million was complimentary (promotional
allowance).
First quarter gross gaming revenue increases were offset by higher cash rebates,
resulting in the flat net revenues experienced in the first quarter. We
increased our promotional expense following the opening of a major expansion by
one of our competitors in Black Hawk and the opening of two new casinos in
Central City. This adversely affected Riviera Black Hawk's performance in the
first quarter, but we believe it was a necessary investment in our future.
Although the Black Hawk/Central City market's gaming revenues grew by 3.7% in
the first quarter, all of the growth came from Central City. Central City
continues to benefit from the new access road, which opened in late February
2004, and from the opening of two new casinos. New casino openings tend to
temporarily have a negative impact on existing casinos as established casino
customers try their luck at the new casinos in the short term. Consequently, we
expect that market conditions will return to normal in the second quarter.
Income from operations at Riviera Black Hawk decreased $420,000, or 14.9%, from
$2.8 million in the first quarter of 2004 to $2.4 million in 2005 due to
increased casino marketing and promotional expense.
Consolidated Operations
Other Income (Expense)
Interest on our $215 million 11% Senior Secured Notes (the "11% Notes") of $5.9
million plus related amortization of loan fees and other financing costs
resulted in total interest expense of approximately $6.3 million in the first
quarter of 2005. Interest expense on equipment and other financing totaled
approximately $359,000 for the quarter. Total interest expense decreased
$181,000 due to the maturity of a number of capital leases in 2004.
Corporate expenses remained relatively unchanged between the first quarters of
2004 and 2005.
In 2004, we entered into confidential discussions regarding a potential sale of
our company to a third party. Discussions with one third party, which commenced
in 2004, ended in 2005 and we retained a $1 million fee paid to us by that
party. Such amount is reflected in mergers, acquisitions and developments costs,
net.
In the first quarter of 2005 we determined that our remaining investment
associated with a monorail extension to Riviera Las Vegas were impaired and we
charged $198,000 to expense.
15
We are amortizing the fair market value of our common stock granted under our
Restricted Stock Plan ($4,584,000) granted effective March 10, 2005 over the
vesting period of 60 months and $53,000 was charged to expense in the first
quarter of 2005.
Net Income
Net income increased $1.6 million, or approximately 300%, from $540,000 in 2004
to $2.1 million in 2005, due primarily to the $1.4 million increase in operating
income.
Liquidity and Capital Resources
At March 31, 2005, we had cash and cash equivalents of $24.8 million. Our cash
and cash equivalents increased $5.9 million during the first three months of
2005 compared to the first three months of 2004, as a result of $8.9 million of
cash provided by operations, $2.5 million of cash outflow for investing
activities primarily due to capital expenditures and $537,000 outflow for
financing activities primarily for repayment of debt. Cash balances include
amounts that could be required to fund the Chief Executive Officer's (William L.
Westerman's) pension obligation in a rabbi trust upon 5 days notice. (See Note 7
to our 2004 annual financial statements, (Other Long-Term Liabilities) included
in our Form 10-K as filed with the Securities and Exchange Commission ("SEC").
We continue to pay Mr. Westerman $250,000 per quarter from his pension plan plus
interest. 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 we are aware of no current intention on the part of
Mr. Westerman to require this funding, under certain circumstances we would have
to disburse approximately $4.9 million in a short period.
We believe that cash flow from operations, combined with the $24.8 million cash
and cash equivalents and the $30 million revolving credit facility, will be
sufficient to cover our debt service requirements and enable investment in
budgeted capital expenditures of $19.4 million for 2005 for both the Riviera Las
Vegas and Riviera Black Hawk. Approximately $8.4 of the Riviera Black Hawk
expenditures are for property upgrades associated with the expansion project,
which includes the expansion of Main Street, construction of a pedestrian bridge
connecting our property directly with the Isle of Capri and expansion of the
front of the casino. A business improvement district will finance a portion of
these Black Hawk expenditures. The remaining $3.0 million of Riviera Black Hawk
expenditures will be primarily for ticket in, ticket out ("TITO") slot machines.
At Riviera Las Vegas, our $8 million budget includes approximately $2 million to
purchase TITO slot machines and $2 million to complete the room renovation
program.
On June 26, 2002, we secured new debt in the principal amount of $215 million in
the form of the 11% Notes with a maturity date of June 15, 2010. Interest on the
11% Notes is at the annual rate of 11%, paid semiannually on each June 15 and
December 15. The net proceeds of the 11% Notes, along with our cash on hand,
were used to defease Riviera Las Vegas' 10% First Mortgage Notes due 2004 and to
defease Riviera Black Hawk's 13% First Mortgage Notes with Contingent Interest
due 2005. Our cash flow from operations is not expected to be sufficient to pay
100% of the principal of the 11% Notes at maturity. Accordingly, our ability to
repay the 11% Notes at maturity will be dependent upon our ability to refinance
the 11% Notes. There can be no assurance that we will be able to refinance the
principal amount of the 11% Notes at maturity. On or after June 15, 2006, we may
redeem the 11% Notes from time to time at a premium beginning at 105.5% and
declining each subsequent year to par in 2009.
16
The Note Indenture provides that, in certain circumstances, we must offer to
repurchase the 11% Notes upon the occurrence of a change of control or certain
other events. In the event of such mandatory redemption or repurchase prior to
maturity, we would be unable to pay the principal amount of the 11% Notes
without a refinancing.
The indenture governing the 11% Notes (the "Note Indenture") contains certain
covenants, which limit our ability, subject to certain exceptions, to: (1) incur
additional indebtedness; (2) pay dividends or other distributions, repurchase
capital stock or other equity interests or subordinated indebtedness; (3) enter
into certain transactions with affiliates; (4) create certain liens; (5) sell
certain assets; and (6) 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 of their capital expenditure programs
under these circumstances, which could have an adverse effect on operations.
On July 26, 2002, we entered into a $30 million, five-year senior secured credit
facility. The credit facility is secured by substantially the same collateral
that secures the 11% Notes. The lien on the collateral securing the credit
facility is senior to the lien on the collateral securing the 11% Notes. The
credit facility contains customary conditions to borrowing and certain
representations and warranties customary in gaming-related finance. The credit
facility also contains financial covenants and restrictions regarding, among
other things, indebtedness, distributions and changes in control. Under the
credit facility, we can obtain extensions of credit in the forms of cash and
letters of credit. We are required to pay interest on all outstanding cash
advances at the rate of interest announced by Wells Fargo at its principal
office in San Francisco at its prime rate plus 0.75% or at the rate at which
major international banks in London charge each other for borrowings in U.S.
dollars plus 3.00%. However, the minimum interest rate we will be charged on
outstanding cash advances is 4.50%.
As of March 31, 2005, we believe that we are in compliance with the covenants of
all of our credit facilities.
Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based
Payments, which establishes accounting standards for all transactions in which
an entity exchanges its equity instruments for goods and services. SFAS No.
123(R) focuses primarily on accounting for transactions with employees, and
carries forward without change prior guidance for share-based payments for
transactions with non-employees.
SFAS No. 123(R) eliminates the intrinsic value measurement objective in
Accounting Principles Board ("APB") Opinion No. 25 and generally requires us to
measure the cost of employee services received in exchange for an award of
equity instruments based on the fair value of the award on the date of the
grant. The standard requires grant date fair value to be estimated using either
an option-pricing model, which is consistent with the terms of the award, or a
market observed price, if such a price exists. Such cost must be recognized over
the period during which an employee is required to provide service in exchange
for the award in the requisite service period (which is usually the vesting
period). The standard also requires us to estimate the number of instruments
that will ultimately be issued, rather than accounting for forfeitures as they
occur.
17
We are required to apply SFAS No. 123(R) to all awards granted, modified or
settled in our first reporting period under U.S. generally accepted accounting
principles for fiscal years beginning after June 15, 2005. We are also required
to use either the "modified prospective method" or the "modified retrospective
method." Under the modified prospective method, we must recognize compensation
cost for all awards granted after we adopt the standard and for the unvested
portion of previously granted awards that are outstanding on that date.
Under the modified retrospective method, we must restate our previously issued
financial statements to recognize the amounts we previously calculated and
reported on a pro forma basis, as if the prior standard had been adopted. Under
both methods, we are permitted to use either a straight line or an accelerated
method to amortize the cost as an expense for awards with graded vesting. SFAS
No. 123 (R) permits and encourages early adoption.
We have commenced our analysis of the impact of SFAS No.123(R), but have not yet
decided: (1) whether we will elect to adopt early, (2) if we elect to adopt
early, then at what date we would do so, (3) whether we will use the modified
prospective method or elect to use the modified retrospective method, and (4)
whether we will elect to use straight line amortization or an accelerated
method.
Critical Accounting Policies
A description of our critical accounting policies and estimates can be found in
Item 7 of our Form 10-K for the year ended December 31, 2004. For a more
extensive discussion of our accounting policies, see Note 1, Summary of
Significant Accounting Policies, in the Notes to the Condensed Consolidated
Financial Statements in this Form 10-Q.
Forward-Looking Statements
Throughout this report we make "forward-looking statements," within the meaning
of as that term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Forward-looking statements include the words "may," "would,"
"could," "likely," "estimate," "intend," "plan," "continue," "believe," "expect"
or "anticipate" and similar words and include all discussions about our
acquisition, development, expansion and shareholder value plans. We do not
guarantee that any of the transactions and or events described in this report
will happen as described or that any positive trends noted referred to in this
report will continue. These forward-looking statements generally relate to our
plans, objectives and expectations for future operations and results and are
based upon what we consider to be reasonable estimates of future results of
trends. Although we believe that our plans and objectives reflected in or
suggested by such forward-looking statements are reasonable at the present time,
we may not achieve or we may modify our plans, or objectives and expectations.
You should read this report completely and with the understanding that actual
future results may be materially different from what we expect. We do not plan
to update forward-looking statements even though our situation or plans may
change in the future, unless applicable law requires us to do so.
Specific factors that might cause our actual results to differ from our
expectations, might cause us to modify our plans or objectives, or might affect
our ability to meet our expectations include, but are not limited to:
18
o the availability and adequacy of our cash flow to meet our requirements,
including payment of amounts due under our debt instruments;
o our substantial indebtedness, debt service requirements and liquidity
constraints;
o the results of our recently announced plan to explore strategic alternatives
for maximizing shareholder value;
o the availability of additional capital to support capital improvements and
development;
o fluctuations in the value of our real estate, particularly in Las Vegas;
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 not taken by third parties, such as our customers,
suppliers, and competitors, as well as legislative, regulatory, judicial and
other governmental authorities;
o retirement or other loss of our of senior officers;
o other changes in personnel or compensation, including federal 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 of our such licenses, permits or approvals on a timely basis;
o a decline in the public acceptance of gaming;
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;
o other adverse conditions, such as adverse economic conditions 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 or the casino industry in particular;
o changes in our business strategy, capital improvements or development plans;
o the consequences of the war in Iraq and other military conflicts in the
Middle East and any future security alerts and/or terrorist attacks such as
the attacks that occurred on September 11, 2001; and
o other risk factors discussed elsewhere in this report.
All future written and oral forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. In light of
these and other risks, uncertainties and assumptions, the forward-looking events
discussed in this report might not occur.
19
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 March 31, 2005, we had $215.7 million in borrowings. The borrowings
include $215 million in 11% Notes maturing in 2010, and capital leases maturing
at various dates through 2005. Interest under the 11% Notes is based on a fixed
rate of 11%. The equipment loans and capital leases have interest rates ranging
from 5.5% to 6.0%. The borrowings also include $593,000 in a special improvement
district bond offering ("SID Bonds") with the City of Black Hawk. Our share of
the debt on the SID Bonds of $1.2 million when the project is complete, is
payable over 10 years beginning in 2000. The SID Bonds bear interest at 5.5%. We
are not susceptible to interest rate risk because our outstanding debt is at
fixed rates. Our $30 million senior secured revolving credit facility is at
prime plus three-quarters of one percent and would not subject us to a material
interest rate fluctuation. As of March 31, 2005, we had no borrowing outstanding
under our senior secured credit facility.
Interest Rate Sensitivity
Principal (Notational Amount by Expected Maturity)
Average Interest Rate
(Dollars in Fair Value
thousands) 2005 2006 2007 2008 2009 Thereafter Total at 3/31/05
Long Term Debt Including
Current Portion
Equipment loans and
capital leases Las Vegas $ 504 $ 707 $ 751 $ 187 $ 54 $ 2,203 $ 2,203
Average interest rate 5.8% 5.8% 5.8% 5.8% 5.5%
11% Notes $215,000 $ 215,000 $236,500
Less unamortized discount (2,107) (2,107) (2,107)
Average interest rate 11.8%
Special Improvement District
Bonds Black Hawk, Colorado $ 58 $ 124 $ 129 $ 137 $ 145 $ - $ 593 $ 593
Average interest rate 5.5% 5.5% 5.5% 5.5% 5.5%
Total all long-term debt $ 562 $ 831 $ 880 $ 324 $ 199 $212,893 $ 215,689 $237,189
Other Long-Term Liabilities
including Current Portion
CEO pension plan obligation $ 750 $ 1,000 $1,000 $ 1,000 $1,000 $ 142 $ 4,892 $ 4,892
Average interest rate 11.8% 11.8% 11.8% 11.8% 11.8% 11.8%
Total all long-term
obligations $1,312 $ 1,831 $1,880 $ 1,324 $1,199 $213,035 $ 220,581 $242,081
20
Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) that are designed to ensure that information required
to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the
SEC, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, our management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and our management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
As of March 31, 2005, we carried out an evaluation, under the supervision and
with the participation of our management, including our chief executive officer
and chief financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on the foregoing, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures were effective.
During our last fiscal quarter there were no changes in our internal control
over financial reporting that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to 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 our operations.
Item 6. Exhibits and Reports on Form 8-K.
See list of exhibits on page 23.
21
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: May 11, 2005
22
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.
23