-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JbllsiqtViT295mWtDOG0izk8zzV6wJnDG01NgGBqCDVQ7WMQBJznusYYqJFbift 1+uUwHaY0qNGD8Eg0VeTdA== 0000899647-05-000031.txt : 20050809 0000899647-05-000031.hdr.sgml : 20050809 20050809140907 ACCESSION NUMBER: 0000899647-05-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVIERA HOLDINGS CORP CENTRAL INDEX KEY: 0000899647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880296885 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 051008945 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 rhc8k_080905.txt RHC8K_080905 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2005 RIVIERA HOLDINGS CORPORATION (exact name of registrant as specified in its charter) Nevada 000-21430 88-0296885 (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) 2901 Las Vegas Boulevard Las Vegas, Nevada 89109 (Address of principal office) (Zip code) Registrant's Telephone number, (702) 794-9527 including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.02 - Results of Operations and Financail Condition On August 9, 2005, Riviera Holdings Corporation (Amex: RIV) announced through a press release its second quarter 2005 financial results. A copy of the press release disclosing those results is furnished as Exhibit 99 hereto. The information in this Form 8-K and Exhibit 99 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorrporated by reference in any filing under the Securities Act of 1933, except as and when expressly set forth by such specific reference in such filing. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits: Exhibit 99 Riviera Holdings Corporation Press Release dated August 9, 2005 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 9, 2005 RIVIERA HOLDINGS CORPORATION By: /s/ Duane Krohn Treasurer and CFO EX-99 2 rhcpr_080905f.txt RHCPRESSRELEASE_080905 Riviera Holdings Corporation 2901 Las Vegas Boulevard South Las Vegas, NV 89109 Investor Relations: (800) 362-1460 TRADED: AMEX - RIV www.theriviera.com FOR FURTHER INFORMATION: AT THE COMPANY: INVESTOR RELATIONS CONTACT: Duane Krohn, Treasurer and CFO Betsy Truax, Skorpus Consulting (702) 794-9527 Voice (208) 241-3704 Voice (702) 794-9442 Fax (208) 232-5317 Fax Email: dkrohn@theriviera.com Email: BetsyT@cableone.net FOR IMMEDIATE RELEASE: RIVIERA REPORTS SECOND QUARTER 2005 RESULTS LAS VEGAS, NV - August 9, 2005 -- Riviera Holdings Corporation (AMEX: RIV) today reported financial results for the second quarter ended June 30, 2005. Net revenues for the quarter were $53.3 million, up $463,000 or 0.9 percent from the second quarter of 2004. Income from operations was $5.6 million, down $2.0 million from the second quarter of 2004. Adjusted EBITDA (1) was $10.6 million, down $359,000 or 3.3 percent from the second quarter of 2004. Adjusted EBITDA consists of earnings before interest, income taxes, depreciation, amortization, equity compensation, asset impairment, Sarbanes Oxley expenses and mergers, acquisitions and development costs, as shown in the reconciliation to net income in the tables of this release (See Notes 1 and 2 to the Financial Summary Table). The net loss for the quarter was $1.0 million, or $0.08 per diluted share, compared to net income of $829,000, or $0.08 per diluted share, in the second quarter of 2004. Net revenues for the first six months of 2005 were $105.7 million, up $2.5 million or 2.4 percent from the first six months of 2004. Income from operations was $14.4 million, down $573,000 from the first half of 2004. Adjusted EBITDA (1) was $22.2 million, up $554,000 or 2.6 percent from the first half of 2004, a record for any six-month period in the Company's history. Net income for the first six months of 2005 was $1.1 million, or $0.09 per diluted share, compared with net income of $1.4 million, or $0.13 per diluted share, in the first half of 2004. Second Quarter 2005 Highlights * Riviera Las Vegas revenues were up $1.1 million or 2.7 percent * Riviera Las Vegas occupancy was 94.5 percent compared to 95.3 percent in the second quarter of 2004, ADR (Average Daily Rate) increased $10 to $73 and RevPar (Revenue Per Available Room) increased $9 to $69 * Riviera Las Vegas EBITDA was down $440,000 or 5.5 percent * Riviera Black Hawk revenues were down $601,000 or 4.5 percent * Riviera Black Hawk EBITDA was down $177,000 or 4.2 percent * The Company has $20.7 million in cash plus a $30 million revolver, after making its semi-annual bond interest on June 15, 2005 Riviera Las Vegas Robert Vannucci, President of Riviera Las Vegas, said, "Our Las Vegas property followed the surge of increased room rates on the Las Vegas Strip, as ADR was up 16.6 percent during the quarter and has continued to grow into the third quarter of 2005. In the past, the Riviera was not able to increase room rates as quickly as some of our competitors at the south end of the Strip. As new development moves north, we anticipate that we will be able to accelerate our room rate increases with minimal impact to our high rate of hotel occupancy. During the quarter, conventions and groups occupied 41.5 percent of our rooms. While these guests pay higher room rates, their gaming profile is lower than that of our leisure customers. We initiated free slot play programs to attract slot players from our competitors and enhance the play of our in house guests. This resulted in higher gross slot revenues; however, after deducting the free slot play, slot revenues were down for the quarter. We are reviewing our marketing programs and efforts to obtain the best mix of hotel guests that will increase our overall bottom line. Entertainment tickets sold to cash customers were down 25 percent in the quarter. This impacts the volume of traffic in the casino and, as a result, slot win. "During the second quarter of 2005 we incurred expenses of approximately $500,000 related to our 50th anniversary promotions. We do not often engage in institutional advertising, but we believed that this event was important to keep our brand name in the media and for future benefit to the Company. "As we have stated in the past, Riviera Las Vegas is located on 26 acres of prime real estate on the north end of the Las Vegas Strip. We anticipate that our location will benefit from the continued expansion of the Las Vegas Convention Center and the development of new casinos, hotels and luxury condominiums in the near term. Recent land transactions on or near the Las Vegas Strip are indicators that our land has a fair market value well in excess of its $21 million recorded book value, which is less than $1 million per acre." Riviera Black Hawk Ron Johnson, President of Riviera Black Hawk, said, "Second quarter net revenue of $12.8 million was down $601,000 or 4.5 percent from last year's second quarter. EBITDA for the quarter of $4.1 million was down $177,000 or 4.2 percent from last year's second quarter. EBITDA margin of 32.0 percent was up slightly from the same period last year. "Second quarter results were negatively impacted by a rock slide in June that closed Highway 6 between the city of Golden and the intersection of Highway 119 and Highway 6, approximately 10 miles east of Black Hawk. Although there are four routes to the Black Hawk/Central City area, Highway 6-119 through Golden is the preferred route taken by most gaming patrons. A portion of Highway 6 remains closed and is not expected to reopen until sometime in late September. "Net revenues for the first six months of 2005 were $25.9 million, down $621,000 or 2.3 percent from the first six months last year. EBITDA for the first six months of 2005 was $8.0 million, down $481,000 or 5.7 percent from the first six months in 2004. EBITDA margin for the first six months was 31.0 percent or 1.1 percentage points lower than the first six months last year." Consolidated Operations William L. Westerman, Chairman of the Board, said, "We are disappointed that in the second quarter we did not maintain our trend of reporting record results. However, we are pleased that, thanks to our great first quarter performance, we still achieved a record for the first six months of 2005. "Prior to the rockslide in June, Black Hawk's EBITDA for the second quarter was running ahead of last year. The Black Hawk team is working aggressively to minimize the effect of the closing of a portion of Highway 6, but we must be realistic and expect the situation to adversely affect Black Hawk's earnings in the third quarter. As we move through the third quarter, our team members are working hard to mitigate the situation in Colorado and take advantage of the continuing strong market in Las Vegas and to sustain our revenue and cash flow. "In April, Riviera Las Vegas celebrated its 50th anniversary. We undertook a special promotional effort, which was well received by our long-time customers, our employees and the community. We incurred expenses of approximately $500,000, which were not offset by additional revenues. Las Vegas would have been even or a little ahead of last year, except for this special one-time expense. "Development of the north end of the Las Vegas Strip continues unabated. Since our last earnings release, ground has been broken on three new condominium projects in our neighborhood. "With our financial advisor, Jefferies & Company, we continue to explore strategies to maximize shareholder value." Conference Call Information In conjunction with the release of second quarter 2005 financial results, Riviera will broadcast a conference call at 2 p.m. Eastern Daylight Time on Tuesday, August 9, 2005. Investors can listen to the call via the Internet at http://phx.corporate-ir.net/playerlink.zhtml?c=96408&s=wm&e=1092096 or www.theriviera.com or by dialing 800-500-3170. The conference call rebroadcast is available at 888-203-1112, code 3866405. Forward -Looking Statements The forward-looking statements in this news release, which reflect our best judgment based on factors currently known to us, involve significant risks and uncertainties including the results of our previously announced strategic plan to maximize shareholder value, expansion and modernization objectives and timetables, hotel and casino market conditions, financing requirements, interest rates, regulatory requirements and other risks and uncertainties detailed from time to time in filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and quarterly reports on Form 10-Q. Our actual results may differ materially from what is expressed or implied in our forward-looking statements. We do not plan to update our forward-looking statements even though our situation or plans may change in the future, unless applicable law requires us to do so. About Riviera Holdings 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's stock is listed on the American Stock Exchange ("AMEX") under the symbol RIV. - Tables Follow -
Riviera Holdings Corporation Financial Summary ($ in 000s except Three Months Ended June 30 Six Months Ended June 30 per share amounts) 2005 2004 Var %Var 2005 2004 Var %Var Net Revenues: Riviera Las Vegas $40,501 $39,437 $1,064 2.7% $79,848 $ 76,760 $3,088 4.0% Riviera Black Hawk 12,756 13,357 (601) -4.5% 25,873 26,494 (621) -2.3% --------------------------- -------------------------- Total Net Revenues 53,257 52,794 463 0.9% 105,721 103,254 2,467 2.4% Operating Income: Riviera Las Vegas 5,647 6,171 (524) -8.5% 12,755 11,843 912 7.7% Riviera Black Hawk 2,473 2,796 (323) -11.6% 4,863 5,606 (743) 13.3% Corporate Expenses Equity Compensation (932) 0 (932) (985) 0 (985) Other Corporate Expenses (1,146) (1,404) 258 18.4% (2,303) (2,512) 209 8.3% Mergers, Acquisitions and Development Costs, net (165) 0 (165) 502 0 502 Sarbanes Oxley Expenses (270) 0 (270) (270) 0 (270) Asset Impairment 0 0 0 (198) 0 (198) Total Operating Income 5,607 7,563 (1,956) -25.9% 14,364 14,937 (573) -3.8% Adjusted EBITDA (1): Riviera Las Vegas 7,616 8,056 (440) -5.5% 16,469 15,643 826 5.3% Riviera Black Hawk 4,088 4,265 (177) -4.2% 8,027 8,508 (481) -5.7% Corporate Expenses (1,146) (1,404) 258 18.4% (2,303) (2,512) 209 8.3% --------------------------- -------------------------- Total EBITDA 10,558 10,917 (359) -3.3% 22,193 21,639 554 2.6% Adjusted EBITDA Margins (2): Riviera Las Vegas 18.8% 20.4% -1.6% 20.6% 20.4% 0.2% Riviera Black Hawk 32.0% 31.9% 0.1% 31.0% 32.1% -1.1% Consolidated 19.8% 20.7% -0.9% 21.0% 21.0% 0.0% Net income $(1,003) $ 829 $(1,832) $ 1,135 $ 1,369 $(234) EARNINGS PER SHARE DATA: Weighted average basic shares outstanding 12,182 10,464 1,718 11,986 10,461 1,525 Basic earnings per share $(0.08) $0.08 $(0.16) $0.09 $0.13 $(0.04) Weighted average diluted shares outstanding 12,456 11,016 1,440 12,267 10,830 1,437 Diluted earnings per share $(0.08) $0.08 $(0.16) $0.09 $0.13 $(0.03)
(1) Adjusted EBITDA consists of earnings before interest, income taxes, depreciation, amortization, equity compensation, asset impairment, Sarbanes Oxley expenses and mergers, acquisitions and development costs, net, as shown in the reconciliation to net income (loss) in the tables of this release. In 2004, we entered into confidential discussions regarding a potential sale of our company to a third party. Discussions with one such 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. Adjusted EBITDA is presented solely as a supplemental disclosure because we believe 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 investors. We use 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. Adjusted EBITDA should not be construed as an alternative to operating income, as an indicator of our 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. We have significant uses of cash flows, including capital expenditures, interest payments and debt principal repayments, which are not reflected in Adjusted EBITDA. Also, other gaming companies that report EBITDA or Adjusted EBITDA information may calculate it in a different manner than we do. A reconciliation of Adjusted EBITDA to net income (loss) is included in the financial schedules accompanying this release. (2) Adjusted EBITDA margins represent Adjusted EBITDA divided by Net Revenues (3) These amounts have been adjusted to reflect our three-for-one common stock split on March 11, 2005.
Riviera Holdings Corporation Reconciliation of Net Income (Loss) to Adjusted EBITDA: Net Sarbanes Equity Development Manage- Income Income Interest Operating Deprec- Asset Oxley Compen- & Project ment Adjusted (Loss) Tax (Expense) Income iation Impairment Expenses sation Costs, net Fee EBITDA Second Quarter 2005: Riviera Las Vegas $5,649 - $ 2 $5,647 $2,481 (512) $7,616 Riviera Black Hawk 543 - (1,930) 2,473 1,103 512 $4,088 Corporate (7,195) - (4,682) (2,513) - - 270 932 165 - (1,146) ------- --- ------- ------ ----- --- ---- ---- ---- ----- ------- $(1,003) $ - $(6,610) $5,607 $3,584 $- $270 $932 $165 $ - $10,558 Second Quarter 2004: Riviera Las Vegas $ 6,136 $ - $ (35) $6,171 $2,357 $(472) $8,056 Riviera Black Hawk 805 - (1,991) 2,796 997 472 4,265 Corporate (6,112) - (4,708) (1,404) - - - - - - (1,404) -------- --- ------- ------- ------- ---- ---- --- ---- ----- ------- $ 829 $ - $(6,734) $7,563 $3,354 $ - $ - $ - $ - $ - $10,917 Six Months Ended June 30, 2005: Riviera Las Vegas $12,758 $ - $ 3 $12,755 $4,737 $(1,023) $16,469 Riviera Black Hawk 996 - (3,867) 4,863 2,141 1,023 8,027 Corporate (12,619) - (9,365) (3,254) - 198 270 985 (502) - (2,303) -------- --- ------- ------- ------ ---- ---- ---- ----- ------- ------- $ 1,135 $ - $(13,229) $14,364 $6,878 $198 $270 $985 $(502) $ - $22,193 Six Months Ended June 30, 2004: Riviera Las Vegas $11,756 $ - $(87) $11,843 $4,724 (924) $15,643 Riviera Black Hawk 1,608 - (3,998) 5,606 1,978 924 8,508 Corporate (11,995) - (9,483) (2,512) - - - - - - (2,512) -------- --- ------- ------- ------ ---- ---- ---- ---- ---- ------- $ 1,369 $- $(13,568) $ 14,937 $6,702 $ - $ - $ - $ - $ - $21,639
Balance Sheet Summary ($ in 000's) June 30, Dec 31, 2005 2004 ---------------------- Cash and short term investments $20,723 $18,886 Total current assets 29,511 28,932 Property and equipment, net 176,128 177,115 Total assets 216,290 217,536 Total current liabilities 24,625 27,599 Long-term debt, net of current portion 214,822 215,026 Total shareholders' equity (deficiency) (26,796) (29,292)
RIVIERA HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Six Months Ended (In thousands, except per share amounts) June 30, June 30, - ------------------------------------------------------------------------------- REVENUES: 2005 2004 2005 2004 Casino 28,577 29,550 56,060 56,629 Rooms 13,770 11,679 27,195 24,217 Food and Beverage 9,368 9,066 18,211 17,866 Entertainment 4,230 5,571 9,112 10,227 Other 2,248 2,119 4,285 4,166 -------- -------- ----------- -------- Total Revenues 58,193 57,985 114,863 113,105 Less Promotional Allowances 4,936 5,191 9,142 9,851 -------- -------- ----------- -------- Net Revenues 53,257 52,794 105,721 103,254 -------- -------- ----------- -------- COSTS AND EXPENSES: Direct Costs and Expenses of Operating Departments: Casino 14,996 13,782 28,860 27,336 Rooms 7,196 6,656 13,754 13,020 Food and Beverage 6,581 6,166 12,634 11,967 Entertainment 3,525 3,725 7,195 6,777 Other 814 724 1,493 1,439 Other Operating Expenses: General and Administrative: Equity Compensation 932 0 985 0 Other General and Administrative 9,587 10,476 19,592 20,728 Mergers, Acquisitions and Development Costs, Net 165 348 (502) 348 Sarbanes Oxley Expenses 270 0 270 0 Asset Impairment 0 0 198 0 Depreciation and Amortization 3,584 3,354 6,878 6,702 -------- -------- ----------- -------- Total Costs and Expenses 47,650 45,231 91,357 88,317 -------- -------- ----------- -------- INCOME FROM OPERATIONS 5,607 7,563 14,364 14,937 -------- -------- ----------- -------- OTHER (EXPENSES) INCOME : Interest Expense (6,654) (6,738) (13,313) (13,578) Interest Income 44 4 84 10 -------- -------- ----------- -------- Total Other Expenses (6,610) (6,734) (13,229) (13,568) -------- -------- ----------- -------- (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (1,003) 829 1,135 1,369 (BENEFIT) FOR INCOME TAXES 0 0 0 0 -------- -------- ----------- -------- NET (LOSS) $(1,003) $ 829 $ 1,135 $ 1,369 ======== ======== =========== ======== INCOME (LOSS) PER SHARE DATA: Income (Loss) Per Share: Basic $ (0.08) $ 0.08 $ 0.09 $ 0.13 -------- -------- ----------- -------- Diluted $ (0.08) $ 0.08 $ 0.09 $ 0.13 -------- -------- ----------- -------- Weighted-Average Common Shares Outstanding 12,182 10,464 11,986 10,461 -------- -------- ----------- -------- Weighted-Average Common and Common Equivalent Shares 12,182 11,016 12,267 10,830 -------- -------- ----------- -------- See notes to condensed consolidated financial statements
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