FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2008
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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
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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
______________________________N/A____________________________________________
(Former name, former address and former fiscal year, if changed
since last report)
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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a
smaller reporting company. (Check One)
Large accelerated filer_ Accelerated filer _X_
Non-accelerated filer _ Small Reporting Company__
-
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES ___NO _X__
APPLICABLE ONLY TO ISSUERS 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 ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. As of May 8, 2008,
there were 12,498,555 shares of Common Stock, $.001 par value per share,
outstanding.
RIVIERA HOLDINGS CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2008 (Unaudited) and
December 31, 2007 3
Condensed Consolidated Statements of Operations (Unaudited) for the
Three Months ended March 31, 2008 and 2007 4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Three Months ended March 31, 2008 and 2007 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 1A. Risk Factors 21
Item 5. Other Information 21
Item 6. Exhibits 21
Signature Page 22
Exhibits 23
PART I - FINANCIAL INFORMATION ITEM
1. Financial Statements
The accompanying unaudited Condensed Consolidated Financial Statements of
Riviera Holdings Corporation have been prepared in accordance with the
instructions to Form 10-Q, and therefore, do not include all information and
notes necessary for complete financial statements in conformity with accounting
principles generally accepted in the United States. The results from the periods
indicated are unaudited, but reflect all adjustments (consisting only of normal
recurring adjustments) that management considers necessary for a fair
presentation of operating results.
The results of operations for the three months ended March 31, 2008 and 2007 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, 2007, included in
our Annual Report on Form 10-K.
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share amounts) March 31, December 31,
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2008 2007
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $26,005 $28,820
Restricted cash and investments 2,772 2,772
Accounts receivable, net of allowances
of $553 and $437, respectively 3,816 3,563
Inventories 1,199 1,455
Prepaid expenses and other assets 4,983 3,601
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Total current assets 38,775 40,211
PROPERTY AND EQUIPMENT, Net 172,591 172,865
OTHER ASSETS, Net 2,885 2,940
DEFERRED INCOME TAXES, Net 2,446 2,446
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TOTAL $216,697 $218,462
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Current portion of long-term debt $228 $226
Current portion of obligation to officers 1,000 1,000
Accounts payable 8,792 10,973
Accrued interest 138 188
Accrued expenses 12,518 14,279
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Total current liabilities 22,676 26,666
OBLIGATION UNDER SWAP AGREEMENT 21,580 13,272
OBLIGATION TO OFFICERS- net of current portion 503 1,063
LONG-TERM DEBT, net of current portion 225,264 225,287
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Total Liabilities 270,023 266,288
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COMMITMENTS AND CONTINGENCIES (See Note 6)
STOCKHOLDERS' DEFICIENCY
Common stock ($.001 par value; 60,000,000
shares authorized; 17,166,624
and 17,124,624 issued at
March 31, 2008 and December 31, 2007,
respectively) 12,498,555 and 12,456,555
shares outstanding 17 17
Additional paid-in capital 19,208 18,925
Treasury stock (4,668,069 shares
at March 31, 2008 and
December 31, 2007, respectively) (9,635) (9,635)
Accumulated deficit (62,916) (57,133)
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Total stockholders' deficiency (53,326) (47,826)
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TOTAL $216,697 $218,462
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See notes to condensed consolidated financial statements
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 Three Months Ended
(In thousands, except per share amounts) March 31,
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2008 2007
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REVENUES
Casino $23,966 $28,119
Rooms 15,870 16,314
Food and beverage 8,045 8,188
Entertainment 3,377 2,406
Other 1,876 1,712
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Total revenues 53,134 56,739
Less-promotional allowances 5,172 4,712
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Net revenues 47,962 52,027
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COSTS AND EXPENSES
Direct costs and expenses of operating departments:
Casino 12,421 14,252
Rooms 6,864 7,051
Food and beverage 5,826 6,141
Entertainment 2,283 1,626
Other 328 337
Other operating expenses
Selling, general and administrative 9,911 10,154
Mergers, acquistions and development costs 23 50
Share based compensation 183 199
Depreciation and amortization 3,423 3,256
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Total costs and expenses 41,262 43,066
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INCOME FROM OPERATIONS 6,700 8,961
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Decrease in value of derivative instrument (8,307) -
Interest expense, net (4,176) (6,399)
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NET (LOSS) INCOME ($5,783) $2,562
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(LOSS) INCOME PER SHARE DATA
(Loss) Income per share
Basic $ (0.47) $ 0.21
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Diluted $ (0.47) $ 0.20
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Weighted-average common shares outstanding 12,341 12,260
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Weighted-average common and common equivalent shares 12,341 12,509
========== =========
See notes to condensed consolidated financial statements
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31, 2008 AND 2007 Three Months Ended
(in thousands) March 31,
2008 2007
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CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) Income ($5,783) $2,562
Adjustments to reconcile net (loss)
income to net cash (used in)
provided by operating activities:
Depreciation and amortization 3,423 3,256
Share based compensation - options 29 30
Share based compensation - restricted stock 154 169
Provision for bad debts 131 15
Change in swap fair value 8,307 -
Change in operating assets and liabilities:
Accounts receivable (384) (1,068)
Inventories 256 129
Prepaid expenses and other assets (1,326) 1,098
Accounts payable (3,093) (901)
Accrued interest (50) 5,905
Accrued expenses (1,761) 209
Deferred compensation plan obligation (60) (10)
Obligation to officers (500) (250)
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Net cash (used in) provided by operating activities (657) 11,144
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for property and
equipment - Las Vegas, Nevada (1,862) (1,911)
Capital expenditures for property and
equipment - Black Hawk, Colorado (375) (311)
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Net cash used in investing activities (2,237) (2,222)
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CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term borrowings (21) (247)
Proceeds from exercise of stock options 100 -
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Net cash provided by (used in) financing activities 79 (247)
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(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,815) 8,675
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 28,820 25,285
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CASH AND CASH EQUIVALENTS, END OF PERIOD $26,005 $33,960
======== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Property acquired with debt and accounts payable $912 $82
Cash paid for interest, net of capitalized interest $4,079 $146
See notes to condensed consolidated financial statements
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 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.
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 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 and its wholly
owned subsidiaries. All material intercompany accounts and transactions have
been eliminated.
Earnings Per Share
Basic per share amounts are computed by dividing net (loss) income by weighted
average shares outstanding during the period. Diluted net (loss) income per
share amounts are computed by dividing net (loss) income by weighted average
shares outstanding plus the dilutive effect of common share equivalents. Diluted
net loss is computed excluding 189,375 potentially dilutive options and
nonvested restricted shares from the calculations for the three months ended
March 31, 2008. Net loss per share amount was calculated by dividing only
weighted-average shares. No potentially dilutive options were excluded from the
diluted shares outstanding calculation for the three months ended March 31,
2007.
Income Taxes
The income tax provision, if any, for the three months ended March 31, 2008 and
2007, were fully offset by the utilization of loss carryforwards for which a
valuation allowance had been previously provided. Based on the history of net
operating losses, and current year losses, it is not more likely than not that
we will be able to recognize the deferred assets. As such, a valuation allowance
has been established and the current year tax benefit has not been recognized.
6
We adopted the provisions of Financial Accounting Standards Board ("FASB")
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48") on
January 1, 2007. There was no effect on our financial condition or results of
operations as a result of implementing FIN 48. We do not believe there will be
any material changes in our unrecognized tax positions over the next 12 months.
We do not have any accrued interest or penalties associated with any
unrecognized tax benefits.
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.
Mergers, Acquisitions and Development Costs
Mergers, acquisitions and development costs consist of legal fees and other
expenses associated with the on-going potential sale of the Company.
Derivative Instruments
We account for derivative instruments in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," and all amendments and interpretations thereto. SFAS
No. 133 requires that all derivative instruments be recognized in the financial
statements at fair value. Any changes in fair value are recorded in the
statement of operations, depending on whether the derivative is designated and
qualifies for hedge accounting, the type of hedge transaction and the
effectiveness of the hedge. The estimated fair value of our derivative
instruments is based on market prices obtained from dealer quotes. Such quotes
represent the estimated amounts we would receive or pay to terminate the
contracts. We use an interest rate swap to manage the mix of our debt between
fixed and variable rate instruments, which were entered into on June 8, 2007. As
of March 31, 2008, we have one interest rate swap agreement for the notional
amount of $220 million. We have determined that the interest rate swap does not
meet the requirements to qualify for hedge accounting and have therefore
recorded a $8.3 million loss for the change in fair value of this derivative
instrument in our condensed consolidated statements of operations for the three
month period ended March 31, 2008.
Recent Accounting Pronouncements
In March 2008, the ("FASB") released ("SFAS") No. 161, "Disclosures about
Derivative Instruments and Hedging Activities." SFAS No. 161 requires additional
disclosures related to the use of derivative instruments, the accounting for
derivatives and the financial statement impact of derivatives. SFAS No. 161 is
effective for fiscal years beginning after November 15, 2008. The Company is
currently assessing the impact the adoption of SFAS No. 161 will have on the
Company's consolidated financial statements.
7
In December 2007, the FASB released SFAS No. 141(R), "Business Combinations," to
establish accounting and reporting standards to improve the relevance,
comparability and transparency of financial information that an acquirer would
provide in its consolidated financial statements from a business combination.
SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008.
The Company is currently assessing the impact the adoption of SFAS No. 141(R)
will have on the Company's consolidated financial position and results of
operations.
In December 2007, the FASB also released SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements -- an amendment of Accounting Research
Bulletin No. 51," to improve the relevance, comparability and transparency of
the financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008. The Company is currently assessing the impact the adoption of SFAS No.
160 will have on the Company's consolidated financial position and results of
operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". SFAS No. 159 permits companies to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing companies
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The fair value option established by SFAS
No. 159 permits all companies to choose to measure eligible items at fair value
at specified election dates. At each subsequent reporting date, a company shall
report in earnings any unrealized gains and losses on items for which the fair
value option has been elected. As of January 1, 2008 the Company adopted the
fair value option under SFAS No. 159 and such adoption has no material impact on
our consolidated financial statements.
In September 2006, the FASB issued SFAS No.157, "Fair Value Measurements" which
defines fair value, establishes guidelines for measuring fair value and expands
disclosures regarding fair value measurements. SFAS No. 157 does not require any
new fair value measurements but rather eliminates inconsistencies in guidance
found in various prior accounting pronouncements. SFAS 157 is effective for
fiscal years beginning after November 15, 2007. However, on February 12, 2008,
the FASB issued proposed FASB Staff Position ("FSP") SFAS No. 157-2, "Effective
Date of FASB Statement No. 157", which defers the effective date for adoption of
fair value measurements for nonfinancial assets and liabilities to fiscal years
beginning after November 15, 2008. The Company adopted SFAS No. 157 on
January 1, 2008, except as it applies to those non-financial assets and
non-financial liabilities as noted in proposed FSP No. 157-2. The adoption of
SFAS No. 157 did not have a material impact on the Company's financial position,
results of operations or cash flows.
2. OTHER ASSETS
Other assets at March 31, 2008 and December 31, 2007 include deferred loan fees
of approximately $1.6 million and $1.7 million respectively, associated with the
refinancing of our debt in 2007. The Company is amortizing the costs over the
life of the debt.
3. LONG -TERM DEBT
On June 8, 2007, RHC and its restricted subsidiaries, namely ROC, Riviera Gaming
Management of Colorado, Inc. and RBH (collectively, the "Subsidiaries") entered
into a $245 million Credit Agreement, (the "New Credit Facility") with Wachovia
Bank, National Association ("Wachovia"), as administrative agent.
8
The New Credit Facility includes a $225 million seven-year term loan ("Term
Loan"), with no amortization for the first three years, a one percent
amortization for each of years four through six, and a full payoff in year
seven, in addition to an annual mandatory pay down of 50% of excess cash flows,
as defined. The New Credit Facility also includes a $20 million five-year
revolving credit facility ("Revolving Credit Facility") under which RHC can
obtain extensions of credit in the form of cash loans or standby letters of
credit ("Standby L/Cs"). RHC is permitted to prepay the New Credit Facility
without premium or penalties except for payment of any funding losses resulting
from prepayment of any LIBOR rate loans. The rate for the Term Loan was LIBOR
plus 2.0%. Pursuant to a floating rate to fixed rate swap agreement that became
effective June 29, 2007 that RHC entered into under the New Credit Facilities,
substantially the entire Term Loan, with quarterly step-downs, bears interest at
an effective fixed rate of 7.485% per annum (2.0% above the LIBOR Rate in effect
on the lock-in date of the swap agreement). The New Credit Facility is
guaranteed by the Subsidiaries and is secured by a first priority lien on
substantially all of RHC's and the Subsidiaries' assets.
RHC used substantially all of the proceeds of the Term Loan to discharge its
obligations under the Indenture, dated June 26, 2002 (the "Indenture"), with The
Bank of New York as trustee (the "Trustee"), governing the 11% Notes. On June 8,
2007 RHC deposited these funds with the Trustee and issued to the Trustee a
notice of redemption of the 11% Notes, which was finalized on July 9, 2007.
The interest rate on loans under the Revolving Credit Facility will depend on
whether they are in the form of revolving loans or swing line loans. For each
revolving loan, the interest rate will depend on whether RHC elects to treat the
loan as an "Alternate Base Rate" loan ("ABR Loan") or a LIBOR Rate loan.
Swing line loans will bear interest at a per annum rate equal to the Alternative
Base Rate plus the Applicable Percentage for revolving loans that are ABR Loans.
RHC will also pay fees under the Revolving Credit Facility as follows: (i) a
commitment fee in an amount equal to either .50% or 0.375% (depending on the
Consolidated Leverage Ratio) per annum on the average daily unused amount of the
Revolving Credit Facility; (ii) Standby L/C fees equal to between 2.00% and
1.50% (depending on the Consolidated Leverage Ratio) per annum on the average
daily maximum amount available to be drawn under each Standby L/C issued and
outstanding from the date of issuance to the date of expiration; and (iii) a
Standby L/C facing fee in the amount of 0.25% per annum on the average daily
maximum amount available to be drawn under each Standby L/C. In addition to the
Revolving Credit Facility fees, RHC will pay an annual administrative fee of
$35,000.
The New Credit Facility contains affirmative and negative covenants customary
for financings of this nature including, but not limited to, restrictions on
RHC's incurrence of other indebtedness.
The New Credit Facility contains events of default customary for financings of
this nature including, but not limited to: nonpayment of principal, interest,
fees or other amounts when due; violation of covenants; failure of any
representation or warranty to be true in all material respects; cross-default
and cross-acceleration under RHC's other indebtedness or certain other material
obligations; certain events under federal law governing employee benefit plans;
a "change of control" of RHC; dissolution; insolvency; bankruptcy events;
material judgments; uninsured losses; actual or asserted invalidity of the
guarantees or the security documents; and loss of any gaming licenses. Some of
these events of default provide for grace periods and materiality thresholds.
9
For purposes of these default provisions, a "change in control" of RHC includes:
a person's acquisition of beneficial ownership of 35% or more of RHC's stock
coupled with a gaming license and/or approval to direct any of RHC's gaming
operations, a change in a majority of the members of RHC's board of directors
other than as a result of changes supported by RHC's current board members or by
successors who did not stand for election in opposition to RHC's current board,
or RHC's failure to maintain 100% ownership of the Subsidiaries.
4. STOCK REPURCHASES
There were no shares of RHC common stock purchased by our Deferred Compensation
Plan for the three months ended March 31, 2008 or 2007. The Deferred
Compensation Plan distributed to participants 94,324 shares for the three months
ended March 31, 2007. No distribution was made for the three months ended March
31, 2008.
5. SHARED-BASED PAYMENTS
During the three months ended March 31, 2008 the Company recorded share-based
compensation of $183,000; $154,000 related to restricted stock and $29,000
related to stock options. For the three months ended March 31, 2007 the Company
recorded share-based compensation of $199,000; $169,000 related to restricted
stock and $30,000 related to stock options. Such amounts have been included as a
component of operating expenses.
No options were granted during the three months ended March 31, 2008 and 2007.
As of March 31, 2008 there were exercisable options of 168,000 shares. 42,000
options were exercised during the three months ended March 31, 2008. No options
were forfeited or canceled during the three months ended March 31, 2008.
The activities of all stock option plans are as follows:
Weighted Average Aggregate
Shares Share Exercise Remaining Intrinsic
Price Life Value
Outstanding, December 31, 2007 258,000 $ 7.33
Exercised 42,000 2.40
-------------
Outstanding, March 31, 2008 216,000 $ 8.28 4.82 years $2,662,420
=============
Exercisable March 31, 2008 168,000 $ 2.34 4.19 years $3,069,360
==============
We estimated the fair value of each director option grant on the date of grant
using the Black-Scholes option-pricing model. We valued the options for each
director independently. The following weighted-average assumptions were used for
grants in 2007: dividend yield of 0%; risk-free interest rate of 4.97%; options
for two of the directors who have reached the age of 62 had an expected life of
one year and an expected volatility of 29%, options for one director who will
reach the age of 62 in 2008, had an expected life of two years and a risk
expected volatility of 43%; and options for one director had an expected life of
6.75 years and a risk expected volatility of 64%.
10
6. COMMITMENTS AND CONTINGENCIES
Salary Continuation Agreements
Approximately 60 executive officers and certain other employees (excluding Mr.
Westerman and Mr. Vannucci) of ROC and RBH have salary continuation agreements
effective through December 2008, pursuant to which they will be entitled to
receive (1) six months salary if their employment with the Company is
terminated, without cause, within 12 months of a change of control of the
Company; and (2) group health insurance for a period of 6 months. The base
salary payments are payable in biweekly installments, subject to the employee's
duty to mitigate by using his or her best efforts to find employment. In
addition, one officer and three significant employees have salary continuation
agreements effective through December 31, 2008, pursuant to which each of them
will be entitled to receive one year's base salary and health insurance benefits
for two years, if their employment is terminated without cause within 24 months
of a change of control of the Company. These four salary continuation agreements
are not subject to a duty to mitigate. The estimated total amount payable under
all such agreements was approximately $3.4 million, which includes $700,000 in
benefits, as of March 31, 2008.
Legal Proceedings
We are 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.
7. GUARANTOR INFORMATION
The New Credit Facility is guaranteed by the Subsidiaries, which are all of our
restricted subsidiaries. These guaranties are full, unconditional, and joint and
several. RHC's unrestricted subsidiaries, which have no operations and do not
significantly contribute to our financial position or results of operations, are
not guarantors of the New Credit Facility.
8. SUBSEQUENT EVENTS
Mark Lefever our Chief Financial Officer resigned effective March 31, 2008 and
Philip Simons has accepted the position and is scheduled to commence employment
on May 12, 2008.
11
9. SEGMENT DISCLOSURES
We determine our segments based upon the two geograplical markets that we
operate Riviera Las Vegas and Riviera Black Hawk. The indicator reviewed by the
chief- decision maker is earnings before interest, income taxes, depreciation
and amortization ("EBITDA") as described below. All inter-segment revenues have
been eliminated.
Three Months Three Months
Ended Ended
March 31, March 31,
(In thousands) 2008 2007
------------ --------------
Net revenues
Riviera Las Vegas $ 36,450 $ 38,472
Riviera Black Hawk 11,512 13,555
Total net revenues $ 47,962 $ 52,027
============ ==============
EBITDA (1)
Riviera Las Vegas $7,371 $8,607
Riviera Black Hawk 3,903 4,815
Other Costs and Expenses
Corporate Expenses
Equity Compensation 183 199
Other Corporate Expenses 945 956
Depreciation and Amortization 3,423 3,256
Mergers, Acquisitions and
Development Costs 23 50
Interest Expense, net 12,483 6,399
------------ --------------
Total Costs and Expenses 17,057 10,860
------------ --------------
Net (Loss) Income $ (5,783) $ 2,562
============ ==============
March 31, December 31,
Property and Equipment, net 2008 2007
--------------------------------------- ------------ --------------
Las Vegas $ 110,096 $ 109,885
Black Hawk 62,495 62,980
------------ --------------
Total Property and
Equipment, net $ 172,591 $ 172,865
============ ==============
Capital Expenditures
Las Vegas $ 2,563
Black Hawk 586
------------
Total Capital Expenditures $ 3,149
============
(1) 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
analysts and investors. We use property-level EBITDA (earnings before interest,
income taxes, depreciation, amortization and corporate expense) as the primary
measure of our 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 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 EBITDA. Also, other companies that report EBITDA may calculate it
in a different manner than we do.
12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overall Outlook and Recent Developments
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 Riviera 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
control labor costs at a reasonable level, including kiosks for hotel check-in
and slot club redemptions.
In Black Hawk, the $5 maximum bet restricts our ability to generate table games
revenues. The Black Hawk market is basically a "locals" slot customer market.
Our capital expenditures for Riviera Black Hawk are geared to maintain
competitive slot product compared to that market.
Results of Operations
Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
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) 2008 2007 (Dec) (Dec)%
---- ---- ----------- -------
Net revenues
Riviera Las Vegas $36,450 $38,472 $(2,022) (5.3)%
Riviera Black Hawk 11,512 13,555 (2,043) (15.1)%
------ ------ --------
Total Net Revenues $47,962 $52,027 $(4,065) (7.8)%
======= ======= ========
Income from Operations
Riviera Las Vegas $5,539 $6,910 $(1,371) (19.8)%
Riviera Black Hawk 2,312 3,256 (944) (29.0)%
----- ----- ------------
Property Income from Operations 7,851 10,166 (2,351) (22.8)%
Corporate Expenses
Equity Compensation (183) (199) 16 8.0%
Other Corporate Expenses (945) (956) 11 1.2%
Mergers, Acquisitions and
Development Costs, net (23) (50) 27 54.0%
---- ---- ----------
Total Income from Operations $6,700 $8,961 $(2,261) (25.2)%
====== ====== ===========
Operating Margins (1)
Riviera Las Vegas 15.2% 18.0% (2.8)%
Riviera Black Hawk 20.1% 24.0% (3.9)%
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(1) Operating margins represent income from operations as percentage of net
revenues by property.
Riviera Las Vegas
Revenues
Net revenues decreased by approximately $2.0 million, to $36.5 million in the
quarter ended March 31, 2008 (the "first quarter of 2008") from $38.5 million in
the quarter ended March 31, 2007 (the "first quarter of 2007"), due primarily to
decreased casino and hotel revenues offset by increased entertainment revenues
during the period.
Casino revenues decreased by approximately $2.2 million, or 14.5% for the
quarter, from $14.9 million for the same period the prior year to $12.7 million
for the first quarter of 2008, primarily due to lower slot coin-in. The slot
coin-in decreased by $21.6 million or 14.2% in the period, as a result of lower
casino volume related to the ramifications of the slower U.S. economy affecting
our target customers and the encumbered access to the Las Vegas property due to
neighboring construction projects.
Room revenues decreased $444,000, or 2.7%, from $16.3 million for the first
quarter of 2007 to $15.9 million for the first quarter of 2008 due to a decrease
in hotel occupancy offset by an increase in average daily room rate. Average
daily room rate increased $9.93 from $89.70 in the first quarter of 2007 to
$99.63 in the first quarter of 2008 and hotel occupancy decreased 11.62% to
81.59% in the first quarter of 2008 from 93.21% for the same period the prior
year. Rev Par (revenue per available room) decreased 2.8% or $2.32 to $81.29.
The decline in occupancy is related to our leisure market segment. The leisure
market decline is due to a combination of airline flight cancellations due to
bad weather throughout the East and Midwest, and declining economic conditions
affecting our targeted customers.
Entertainment revenues increased by approximately $971,000, or 40.4%, from $2.4
million during the first quarter of 2007 to $3.4 million during the first
quarter of 2008 due primarily to the opening of our new show "Ice - Direct from
Russia" ("Ice") in April 2007. The showroom was closed in the first quarter of
2007.
Costs and Expenses
Casino departmental expenses decreased 13.1% from $8.5 for the first quarter of
2007 to $7.4 million for the first quarter of 2008, due primarily to lower
casino volume and reduced marketing expenses.
Food and beverage departmental costs and expenses decreased 5.6% in the quarter
due to lower cost of sales and payroll.
Entertainment departmental costs increased 40.4% due to costs related to our new
show Ice and the fact that the showroom was closed in the first quarter of 2007.
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Income from Operations
Income from operations at Riviera Las Vegas decreased $1.4 million, or 19.8%,
from $6.9 million in the first quarter of 2007 to $5.5 million in the first
quarter of 2008 due primarily to the reduced casino revenue as discussed above.
Riviera Black Hawk
Revenues
Net revenues decreased $2.0 million or 15.1% from $13.6 million in the first
quarter of 2007 to $11.5 million in the first quarter of 2008 due to decreased
slot coin-in. We feel the smoking ban in Colorado that went into effect January
1, 2008 has impacted our coin-in in the first quarter of 2008. Food and beverage
revenues were approximately $1.3 million in the first quarter of 2008, of which
$1.1 million was complimentary (promotional allowance).
Income from Operations
Income from operations at Riviera Black Hawk decreased $944,000, or 29.0%, from
$3.3 million in the first quarter of 2007 to $2.3 million in the first quarter
of 2008 due to decreased casino revenue, as explained above, offset by reduced
casino marketing expenses and general and administrative costs primarily due to
reduced costs related to payroll benefits.
Consolidated Operations
Interest Expense, net
Net interest expense decreased $2.2 million or 34.2% as a result of refinancing
our debt in June 2007 to a lower interest rate.
In the first quarter of 2008 we recorded a non-cash decrease in our swap fair
value of $8.3 million because our swap does not qualify for hedge accounting.
Net Income (Loss)
Net income decreased $8.3 million, or approximately 325.7%, from net income of
$2.6 million in the first quarter of 2007 to a net loss of $5.8 million in the
first quarter of 2008, due primarily to the $8.3 million non-cash charge for the
decrease in our swap fair value during the quarter.
Liquidity and Capital Resources
At March 31, 2008, we had cash and cash equivalents of $26.0 million. Our cash
and cash equivalents decreased $2.8 million during the first quarter of 2008, as
a result of $657,000 of cash used in operations, $2.2 million of cash outflow
for investing activities primarily due to capital expenditures and approximately
$79,000 provided by financing activities primarily due to the exercise of stock
options. We also have restricted cash of $2.8 million held in a certificate of
deposit for the benefit of the Nevada Department of Insurance for our workmen
compensation insurance. Cash balances include amounts that could be required to
pay our Chief Executive Officer's (William L. Westerman's) retirement account
15
balance into a rabbi trust upon 5 days notice. We pay Mr. Westerman $250,000 per
quarter from his retirement account balance plus interest. In exchange for these
payments, Mr. Westerman has agreed to forbear his right to receive full transfer
of his retirement account 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 into a
rabbi trust, under certain circumstances we may have to disburse this balance,
which amounts to approximately $1.5 million as of March 31, 2008, within a short
period.
We believe that cash flow from operations, combined with the $26.0 million cash
and cash equivalents and the $20 million revolving credit facility, will be
sufficient to cover our debt service requirements and enable investment in
budgeted capital expenditures of $26.5 million for 2008 for both Riviera Las
Vegas and Riviera Black Hawk.
On June 8, 2007, we and our Subsidiaries entered into the New Credit Facility.
The New Credit Facility includes a $225 million seven-year term loan ("Term
Loan"), and has no amortization for the first three years, and a one percent
amortization for years four through six, and a full payoff in year seven, in
addition to an annual mandatory pay down during the term of 50% of excess cash
flows, as defined. The New Credit Facility also includes a $20 million five-year
revolving credit facility ("Revolving Credit Facility") under which we can
obtain extensions of credit in the form of cash loans or standby letters of
credit ("Standby L/Cs"). We are permitted to prepay the New Credit Facility
without premium or penalties except for payment of any funding losses resulting
from prepayment of LIBOR rate loans. The rate for the Term Loan and revolving
Credit Facility is LIBOR plus 2.0%. Pursuant to a floating rate to fixed rate
swap agreement that became effective June 29, 2007 that we entered into under
the New Credit Facility, substantially the entire Term Loan portion of the New
Credit facility, with quarterly step-downs, bears interest at an effective fixed
rate of 7.485% per annum (2.0% above the LIBOR Rate in effect on the lock-in
date of the swap agreement). The New Credit Facility is guaranteed by the
Subsidiaries and is secured by a first priority lien on substantially all of our
assets.
We used substantially all of the proceeds of the Term Loan to discharge our
obligations under the Indenture, dated June 26, 2002 (the "Indenture"), with The
Bank of New York as trustee (the "Trustee"), governing the 11% Notes. On June 8,
2007 we deposited these funds with the Trustee and issued to the Trustee a
notice of redemption of the 11% Notes, which was finalized on July 9, 2007.
We utilize derivative instruments for a substantial portion of our Term Loan to
manage certain interest rate risk. Our interest rate swap agreement has a rate
of 5.48% compared to the three month LIBOR rate of 2.70% as of March 31, 2008.
In addition we pay 2.0% above the LIBOR Rate for a total cost of borrowing.
The interest rate on loans under the Revolving Credit Facility will depend on
whether they are in the form of revolving loans or swing line loans. For each
revolving loan, the interest rate will depend on whether we elect to treat the
loan as an "Alternate Base Rate" loan ("ABR Loan") or a LIBOR Rate loan.
Swing line loans will bear interest at a per annum rate equal to the Alternative
Base Rate plus the Applicable Percentage for revolving loans that are ABR Loans.
16
We will also pay fees under the Revolving Credit Facility as follows: (i) a
commitment fee in an amount equal to either .50% or 0.375% (depending on the
Consolidated Leverage Ratio) per annum on the average daily unused amount of the
Revolving Credit Facility; (ii) Standby L/C fees equal to between 2.00% and
1.50% (depending on the Consolidated Leverage Ratio) per annum on the average
daily maximum amount available to be drawn under each Standby L/C issued and
outstanding from the date of issuance to the date of expiration; and (iii) a
Standby L/C facing fee in the amount of 0.25% per annum on the average daily
maximum amount available to be drawn under each Standby L/C. In addition to the
Revolving Credit Facility fees, we will pay an annual administrative fee of
$35,000.
The New Credit Facility contains affirmative and negative covenants customary
for financings of this nature including, but not limited to, restrictions on our
incurrence of other indebtedness.
The New Credit Facility contains events of default customary for financings of
this nature including, but not limited to, nonpayment of principal, interest,
fees or other amounts when due; violation of covenants; failure of any
representation or warranty to be true in all material respects; cross-default
and cross-acceleration under our other indebtedness or certain other material
obligations; certain events under federal law governing employee benefit plans;
a "change of control"; dissolution; insolvency; bankruptcy events; material
judgments; uninsured losses; actual or asserted invalidity of the guarantees or
the security documents; and loss of any gaming licenses. Some of these events of
default provide for grace periods and materiality thresholds. For purposes of
these default provisions, a "change in control" includes: a person's acquisition
of beneficial ownership of 35% or more of our stock coupled with a gaming
license and/or approval to direct any of our gaming operations, a change in a
majority of the members of our board of directors other than as a result of
changes supported by our current board members or by successors who did not
stand for election in opposition to our current board, or our failure to
maintain 100% ownership of the Subsidiaries.
As of March 31, 2008, we believe that we are in compliance with the covenants of
the $225 million Term Loan and all of our credit facilities.
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, 2007. 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," 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" "projection "or
"anticipate" and similar words and include all discussions about our ongoing or
future plans, objectives or expectations. We do not guarantee that any of the
transactions or events described in this report will happen as described or that
any positive trends 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. Although we believe that our
forward-looking statements are reasonable at the present time, we may not
achieve or we may modify our plans, objectives and expectations. You should read
this report completely and with the understanding that actual future results
maybe 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.
17
Specific factors that might cause our actual results to differ from our plans,
objectives or expectations, might cause us to modify them, or might affect our
ability to achieve them, include, but are not limited to:
o the effect of the termination of our previously announced
strategic process to explore alternatives for maximizing
shareholder value and the possible resulting fluctuations in our
stock price that will affect other parties' willingness to make a
proposal to acquire us;
o fluctuations in the value of our real estate, particularly in
Las Vegas;
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 smoking ban in Colorado on our Riviera Black Hawk property,
which became effective on January 1, 2008;
o the availability of additional capital to support capital
improvements and development;
o the ability to renegotiate union contracts in Las Vegas;
o competition in the gaming industry, including the availability and
success of alternative gaming venues and other entertainment
attractions, and the approval of an initiative that would allow
slot machines in Colorado race tracks;
o retirement or other loss of our senior officers;
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, specifically in Nevada where initiatives have
been proposed to raise the gaming tax;
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 changes in personnel or compensation, including federal in 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 licenses,
permits or approvals on a timely basis;
18
o the loss of any of our casino, hotel or convention 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 further 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 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, concerns about homeland security and any
future security alerts or terrorist attacks such as the attacks
that occurred on September 11, 2001;
o other risk factors and uncertainties discussed elsewhere in this
report, and
o a decline in the public acceptance of gaming.
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.
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, 2008, we had $225.5 million in borrowings. The borrowings
include a $225 million Term Loan maturing in 2014 and a two capital leases one
maturing in 2009 and the other maturing in 2012. The equipment leases have a
fixed interest rate of 5.5%. The borrowings also include $283,000 in a special
improvement district ("SID") bond offering with the City of Black Hawk. Our
share of the debt on the SID bonds of $1.2 million, is payable over ten 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. As of
March 31, 2008, we had no borrowing outstanding under our Revolving Credit
Facility. As of March 31, 2008, we have one interest rate swap arrangement to
hedge the underlying interest rate risk on a total of $225 million of borrowings
under the Term Loan, which bears interest at LIBOR plus 2%. Under this interest
rate swap agreement, we receive payments at a variable rate of LIBOR and pay a
fixed rate of 5.485% on the $220 million notional amount, which expires on June
8, 2014. In addition we pay 2.0% above the LIBOR Rate for a total cost of
borrowing. As of March 31, 2008, we have one interest rate swap arrangement with
periodic step-downs beginning in 2008, which expires on June 8, 2014. Although
this interest rate swap agreement is highly effective economically in fixing the
interest rate on this borrowing under the Term Loan at approximately 7.485%,
changes in fair value of our interest rate swap for each reporting period are,
and will continue to be, recorded as an increase /(decrease) in swap fair value
as the swap does not qualify for hedge accounting.
19
A hypothetical one percent change in interest rate would not have a material
effect on our financial statements, as the interest rate swap we currently have
effectively locks our debt at 7.485%.
Principal (Notational Amount by Expected Maturity)
Average Interest Rate
(Dollars in Fair Value
thousands) 2008 2009 2010 2011 2012 Thereafter Total at 3/31/08
Long-Term Debt Including
Current Portions
Equipment loans and
capital leases-Las Vegas $ 67 $ 76 $ 23 $ 24 $ 19 $ 209 $ 209
Average interest rate 5.5% 5.5% 5.5% 5.5% 5.5%
$225 million Term Loan $ 1,125 $ 2,250 $2,250 $219,375 $ 225,000 $ 225,000
Average interest rate 7.5% 7.5% 7.5% 7.5%
SID Bonds -
Black Hawk, Colorado $ 138 $ 145 $ 283 $ 283
Average interest rate 5.5% 5.5%
Total all long-term debt,
including current portions $ 205 $ 221 $ 1,148 $ 2,274 $2,269 $219,375 $ 225,492 $ 225,492
Other Long-Term Liabilities
including Current Portion
CEO pension plan obligation $ 750 $ 753 $ 1,503 $ 1,503
Average interest rate 9.7% 9.7%
Interest rate derivatives
Derivative instrument
Pay fixed $220,265 $ 21,580
Average receivable rate 2.7
Average payable rate 5.4
FIN 48 requires that we book any future unrealized tax payments however, due to
uncertainties surrounding future taxable earnings and future audits related to
our income taxes and the potential utilization of our net operating losses, we
cannot establish a reasonably reliable estimate of the period of future cash
settlements, if any; therefore, we have excluded this amount from the
contractual obligations table above.
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
Securities and Exchange Commission, 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.
20
As of March 31, 2008, we carried out an evaluation, under the supervision and
with the participation of 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 (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) 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 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 1A. Risk Factors
Our annual report on Form 10-K for the fiscal year ended December 31, 2007 (our
"2007 Form 10-K") contains a detailed discussion of our risk factors. The
information below updates and should be read in conjunction with the risk
factors and other information disclosed in our 2007 Form 10-K.
Those same uncertainties about our future prospects might add to our
difficulties in finding suitable replacements for any of our executives or other
key personnel if we lose their services.
Item 5. Other Information
Item 6. Exhibits.
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,
Chief Executive Officer
(Principle Executive Officer)
Interim Treasurer and Interim Principal
Financial and Accounting Officer
(Principle Financial Officer)
Date: May 9, 2008
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.