SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
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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 333-81613
Riviera Black Hawk, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 86-0886265
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (702) 794-9527
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE LAST FIVE YEARS
Indicate by check mark whether the Registrant has filed all documentation
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
As of December 15, 1999, there were 1,000 shares of Common Stock, $.001 par
value per share, outstanding.
RIVIERA BLACK HAWK, INC.
INDEX
Page
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Condensed Financial Statements
Independent Accountants' Report 2
Condensed Balance Sheets at September 30, 1999 (Unaudited) and 3
December 31, 1998
Condensed Statements of Operations (Unaudited) for the
Three Months and Nine Months ended September 30, 1999 4
Condensed Statements of Cash Flows (Unaudited) for the
Nine Months ended September 30, 1999 and 1998 5
Notes to Condensed Financial Statements (Unaudited) 6
Management's Discussion and Analysis of financial results and position 9
1
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Riviera Black Hawk, Inc.
We have reviewed the accompanying condensed balance sheet of Riviera Black Hawk,
Inc., a development stage company, (the "Company") as of September 30, 1999, and
the related condensed statements of operations for the three months and nine
months ended September 30, 1999 and condensed statements of cash flows for the
nine months ended September 30, 1999 and 1998. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. 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 generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Riviera Black Hawk, Inc. as of December 31,
1998, and the related statements of stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated February 19,
1999, we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed balance sheet
as of December 31, 1998, is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.
The Company is in the development stage at September 30, 1999. As discussed in
Note 1 to the financial statements, successful completion of the Company's
development program and, ultimately, the attainment of profitable operations is
dependent upon future events, including obtaining certain regulatory approvals
and achieving a level of sales adequate to support the Company's cost structure.
DELOITTE & TOUCHE LLP
November 1, 1999
Las Vegas, Nevada
2
RIVIERA BLACK HAWK, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998
(In thousands, except share amounts)
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September 30, December 31,
ASSETS 1999 1998
---- ----
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 415 $ 543
Cash and cash equivalents, restricted 18,255
Short-term investments, restricted 5,173
Prepaid expenses 487 73
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Total current assets 24,330 616
PROPERTY AND EQUIPMENT 49,317 27,112
DEFERRED FINANCING COSTS 3,304
DEFERRED TAX ASSET 109 3
CASH, RESTRICTED - 407
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TOTAL $ 77,060 $ 28,138
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 5,984 $ 1,210
Accrued interest expense 1,918
Accrued expenses, other 118 -
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Total current liabilities 8,019 1,210
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NONCURRENT LIABILITIES:
Due to Riviera Holdings Corporation - 6,241
13% First Mortage Notes 45,000
Special improvement district bonds,
net of undisbursed funds of $780 784 687
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Total noncurrent liabilities 45,784 6,928
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Total liabilities 53,804 8,138
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Common stock, $.01 par value; 10,000 shares authorized;
1,000 shares issued and outstanding
Additional paid-in capital 23,459 20,000
Accumulated deficit (202) -
----------- -----------
Total stockholder's equity 23,257 20,000
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TOTAL $ 77,060 $ 28,138
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See notes to condensed financial statements.
3
RIVIERA BLACK HAWK, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND
CUMULATIVE FROM AUGUST 18, 1997
(DATE OF INCEPTION) THROUGH SEPTEMBER 30, 1999 (UNAUDITED) (In thousands)
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Three Nine Cumulative from
Months Months August 18, 1997
Ended Ended (Date of Inception)
September 30, September 30, through September 30,
1999 1999 1999
---- ---- ----
Selling, general and administrative expense $ (44) $ (119) $ (119)
------------ ----------- -------------
OTHER INCOME (EXPENSE):
Interest expense (1,725) (1,918) (1,918)
Amortization of deferred finance costs (175) (175) (175)
Interest capitalized 1,519 1,519 1,519
Interest income 382 382 382
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Total other income (expense) 1 (191) (191)
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Loss before taxes (43) (311) (311)
Tax benefit 15 109 109
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Net loss $ (28) $ (202) $ (202)
============ =========== =============
See notes to condensed financial statements.
4
RIVIERA BLACK HAWK, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
PERIOD FROM AUGUST 18, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 1997 AND
YEAR ENDED DECEMBER 31, 1998 AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED) AND CUMULATIVE FROM AUGUST 18, 1997 (INCEPTION) THROUGH SEPTEMBER
30, 1999 (UNAUDITED) (In thousands)
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Cumulative from
Nine Nine August 18, 1997
Months Months (Date of Inception)
Ended Ended through
September 30, September 30, September 30,
1999 1998 1999
---- ---- ----
NET LOSS $ (202) $ $ (202)
----------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (14,225) $ (3,591) (37,164)
Decrease (increase) in prepaid expenses (414) (487)
Increase in cash - restricted (18,255) (18,255)
Purchase of short-term investments (5,173) (5,173)
Deferred financing costs (3,304) (3,304)
Decrease in restricted cash 407
Increase in other assets (5)
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Net cash used in investing activities (40,964) (3,596) (64,383)
----------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from (payments to) Riviera Holdings
Corporation (6,241) 2,038
Proceeds from long-term borrowings 45,000 45,000
Contribution of paid-in capital 2,279 2,023 20,000
----------- ------------ ------------
Net cash provided by financing activities 41,038 4,061 65,000
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INCREASE IN CASH AND
CASH EQUIVALENTS (128) 465 415
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 543 49
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 415 $ 515 $ 415
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SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Property and equipment purchased using accounts
payable and accrued liabilities $ 4,892 $ 1,194 $ 6,102
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Property acquired using special improvement
district bonds $ 97 $ 784
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Capitalized interest contributed by
Riviera Holdings Corporation $ 1,180 $ 1,394 $ 3,459
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Capitalized interest, Other $ 1,519 $ 1,519
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Cash paid for interest $ $
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See notes to condensed financial statements.
5
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
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On August 18, 1997 (date of inception), Riviera Black Hawk, Inc. (the "Company"
or "RBH") was formed. The Company is a wholly owned subsidiary of Riviera
Holdings Corporation. The Company is a development stage enterprise that has not
commenced operations and will not commence operations until acceptable financing
is obtained, the casino is constructed, and gaming licenses are obtained. The
principal purpose of the Company is to develop a casino and entertainment
complex in Black Hawk, Colorado, which is anticipated to open in the first
quarter of 2000. The Company is constructing this casino in Black Hawk,
Colorado, on a site that was purchased for $15.1 million in August 1997.
Nature of Operations
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The primary line of business of the Company is the development and then
operation of the Riviera Black Hawk Casino in Black Hawk, Colorado.
Casino operations are subjec.t to extensive regulation in the State of Colorado
by the Gaming Control Board and various other state and local regulatory
agencies.
Principles of Presentation
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The financial information at September 30, 1999 and for the three months and
nine months ended September 30, 1999 and 1998 is unaudited. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations, and cash flows
for the interim periods. The results of operations for the nine months ended
September 30, 1999 are not necessarily indicative of the results that will be
achieved for the entire year, nor once the property is operational.
These financial statements should be read in conjunction with the S-4 dated
November 5, 1999.
Estimates and Assumptions
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The preparation of condensed financial statements in conformity with generally
accepted accounting principles 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
reporting period. Significant estimates used by the Company include accrued
liabilities. Actual results may differ from estimates.
6
Cash and cash equivalents and short term investments - restricted
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Amounts related to the Riviera Black Hawk casino project in Black Hawk, Colorado
are restricted in use to that project or for the related 13% First Mortgage
Notes interest payments.
Short term investments - restricted
- -----------------------------------
The Company accounts for investment securities in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." SFAS No. 115 addresses the
accounting and reporting for investments in equity securities that have readily
determinable fair values and for all investments in debt securities, and
requires such securities to be classified as either held to maturity, trading,
or available for sale.
Management determines the appropriate classification of its investment
securities at the time of purchase and reevaluates such determination at each
balance sheet date. Held-to-maturity securities are carried at amortized cost.
At September 30, 1999, securities classified as held to maturity comprised debt
securities issued by the U.S. Treasury and other U.S. government corporations
and agencies, and repurchase agreements, with an amortized cost of $5,119,000
maturing in three months or more.
Recently Issued Accounting Standards
- ------------------------------------
The Financial Accounting Standards Board recently issued FAS No. 137, `Deferral
of FAS 133 Accounting for Derivatives' which delays the implementation of that
pronouncement to September 15, 2000. The Company has not determined what effect,
if any, that FAS 133 may have on its results of operations
2. DEBT AND RELATED DEFERRED FINANCING COSTS
On June 3, 1999, the Company, closed a $45 million private placement of 13%
First Mortgage Notes. The net proceeds of the placement will be used to fund the
completion of RBH's casino project in Black Hawk, Colorado. The parent of RBH,
Riviera Holdings Corporation, has not guaranteed the $45 million RBH Notes, but
has agreed to a "Capital Completion Commitment" of up to $10 million and a "Keep
Well" of $5 million per year (or an aggregate limited to $10 million) for the
first 3 years of RBH operations to cover if (i) the $5.85 million interest on
such Notes is not paid by RBH and (ii) the amount by which RBH cash flow is less
than $9.0 million in any of the first three years. Pursuant to a deposit account
agreement, dated as of June 3, 1999, among Bank of America as deposit bank,
Riviera Holdings Corporation and First American Title Insurance Company, Riviera
Holdings Corporation has deposited $5.0 million to insure First American against
mechanics lien claims against the Black Hawk property. If no mechanics liens are
outstanding 30 days after the casino opens, the $5.0 million deposit will be
returned to Riviera Holdings Corporation.
7
The notes were issued at a cost in the amount of $3.5 million. The deferred
financing costs are being amortized over the life of the notes on a
straight-line basis which approximates the effective interest method.
The 13% First Mortgage Note Indenture provides that, in certain circumstances,
the Company must offer to repurchase the 13% 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, the Company would be unable to pay
the principal amount of the 13% Notes without a refinancing.
The 13% First Mortgage Note Indenture contains certain covenants, which limit
the ability of the Company and its restricted subsidiaries, subject to certain
exceptions, to: (1) incur additional indebtedness; (ii) pay dividends or other
distributions, repurchase capital stock or other equity interests or
subordinated indebtedness, (iii) enter into certain transactions with
affiliates; (iv) create certain liens; sell certain assets; and (v) enter into
certain mergers and consolidations. As a result of these restrictions, the
ability of the Company 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, the Company would be
required to curtail or defer certain of their capital expenditure programs under
these circumstances, which could have an adverse effect on the Company's
operations. At September 30, 1999, the Company believes that it is in compliance
with the covenants.
3. COMMITMENTS AND CONTINGENICIES
The Company is constructing a casino in Black Hawk, Colorado on a site which was
purchased for $15 million in August 1997. As of September 30, 1999 Riviera
Holdings Corporation had made $20.0 million in cash contributions to RBH
(excluding capitalized interest).
In July 1999, the Company, committed to a $11.1 million capital lease line for
60 months at approximately 11.2% for gaming equipment , furniture and fixtures
at the Black Hawk, Colorado casino. Management believes that these financial
arrangements along with the $45 million First Mortgage Notes will be sufficient
to construct and open the casino.
The Company is unaware of any legal proceedings as of September 30, 1999.
8
Management's discussion and analysis of financial results and position
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Three Months Ended September 30, 1999 Compared to Three Months Ended
September 30, 1998
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Other Operating Expenses
- ------------------------
General and administrative expenses increased $44,000, in the third quarter of
1999. These expenses increased to reflect the Company's pre opening expenses.
Other Income (Expense)
- ---------------------
Interest expense (net of capitalized interest) on the $45 million notes of
$206,000, was recorded in third quarter of 1999 due to the issuance of 13% First
Mortgage Notes on the Black Hawk, Colorado, project effective June 3, 1999.
Interest income, on investments from the as yet unused proceeds of the 13% First
Mortgage Notes, was $382,000.
Capitalized interest for the third quarter of 1999 was $1,214,000 on the project
compared to $510,000 in 1998. The increase is the result of higher amounts of
fixed assets on which capitalized interest is determined.
Net Income (Loss)
- ----------------
The Net Loss increased by $28,000 for the three months ended September 30, 1999
due to matters discussed above.
Nine Months Ended September 30, 1999 Compared to Nine Months
Ended September 30, 1998
- ------------------------------------------------------------
Other Operating Expenses
- -----------------------
General and administrative expenses increased $119,000, in 1999. These expenses
increased to reflect the Company's recognition of pre opening expenses.
Other Income (Expense)
- ---------------------
Capitalized interest for the first nine months of 1999 was $2,699,000 on the
casino project of which $1,180,000 is a capital contribution from Riviera
Operating Corporation, while $1,519,000 is recorded on the Riviera Black Hawk
income statement. In 1998 capitalized interest was $2,047,000. The increase is
the result of higher amounts of fixed assets on which capitalized interest is
determined and the effective higher interest rate related to the 13% $45 million
First Mortgage Notes.
9
Net Income (Loss)
- ----------------
The Net Loss increased by $202,000 for the nine months ended September 30, 1999
due matters discussed above.
Liquidity and Capital Resources
- -------------------------------
At September 30, 1999, the Company had cash and short term investments of $23.8
million, for the Black Hawk project. The Company had working capital of $16.3
million and shareholders equity of $23.2 million. The cash and short term
investments increased during the first nine months of 1999 as a result of the
private placement of $45 million Riviera Black Hawk, Inc. first mortgage bonds
in June 1999.
The Company is in the development stage and has not generated net cash from
operating activities. Management believes that the $23.8 million in cash and
short term investments, the equipment financing and the commitments from Riviera
Holdings Corporation will be sufficient to cover the Company's investment in
budgeted capital expenditures for 1999 including completion of the Black Hawk
casino development and the working capital requirements to operate the casino
for the first twelve months of operations.
Cash flow from operations is not expected to be sufficient to pay 100% of the
principal of the 13% Notes at maturity on May 1, 2005. Accordingly, the ability
of the Company to repay the 13% Notes at maturity will be dependent upon its
ability to refinance those notes. There can be no assurance that the Company
will be able to refinance the principal amount of the 13% Notes at maturity. At
any time prior to May 1, 2001, the Company may redeem up to 35% of the aggregate
principal amount of the 13% notes issued under the indenture at a redemption
price of 113% of the principal amount. On or after May 1, 2002, the Company may
redeem all or a part of the notes at premiums beginning at 106.5% and declining
each subsequent year to par in 2004.
The 13% Note Indenture provides that, in certain circumstances, the Company must
offer to repurchase the 13% 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, the Company would be unable to pay the principal amount of
the 10% Notes without a refinancing.
The 13% Note Indenture contains certain covenants, which limit the ability of
the Company and its restricted subsidiaries, subject to certain exceptions, to :
(i) incur additional indebtedness; (ii) pay dividends or other distributions,
repurchase capital stock or other equity interests or subordinated indebtedness;
(iii) enter into certain transactions with affiliates; (iv) create certain
liens; sell certain assets; and (v) enter into certain mergers and
consolidations. As a result of these restrictions, the ability of the Company 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, the Company would be required to curtail or defer certain of
their capital expenditure programs under these circumstances, which could have
an adverse effect on the Company's operations. At September 30, 1999, the
Company believes that it is in compliance with the covenants.
10
In August 1997, the Company purchased approximately 70,000 square feet of land
in Black Hawk, Colorado, which is entirely zoned for gaming. The Company is
constructing a casino containing 1,000 slot machines, 14 table games, a
520-space covered parking garage, and entertainment and food service amenities.
Management intends to finance the remainder of the project with a portion of the
unused proceeds from the 13% First Mortgage Notes and equipment leases. The
casino is scheduled to open in January 2000. As of September 30, 1999, the
company had received investments of $20.0 million in cash from its parent,
Riviera Operating Corporation for the casino project and the total project costs
to date including capitalized interest were $49.3 million.
Year 2000
- ---------
In the past, many computer software programs were written using two digits
rather than four to define the applicable year. As a result, date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This situation is generally referred to as the "Year 2000 Problem". If
such situation occurs, the potential exists for computer system failures or
miscalculations by computer programs, which could disrupt operations.
The Company has conducted a comprehensive review of its computer systems and
other systems for the purpose of assessing its potential Year 2000 Problem, and
is in the process of modifying or replacing those systems which are not Year
2000 compliant. Based upon this review, management believes such systems will be
compliant by mid-calendar 1999. However, if modifications are not made or not
completed timely, the Year 2000 Problem could have a significant impact on the
Company's operations.
All costs related to the Year 2000 Problem are expensed as incurred, while the
cost of new hardware and software is capitalized and amortized over its expected
useful life. The costs associated with Year 2000 compliance have not been and
are not anticipated to be material to the Company's financial position or
results of operations. As of September 30, 1999, the Company has incurred costs
of approximately $2,000 (primarily for analysis by internal labor) related to
the system applications and anticipates spending an additional $5,000 to become
Year 2000 compliant. The estimated completion date and remaining costs are based
upon management's best estimates, as well as third party modification plans and
other factors. However, there can be no guarantee that such estimates will occur
and actual results could differ.
In addition, the Company has communicated with its major vendors and suppliers
to determine their state of readiness relative to the Year 2000 Problem and the
Company's possible exposure to Year 2000 issues of such third parties. The
Company, through correspondence from major vendors or statements obtained at
Year 2000 disclosure sites of major vendors, has been advised that such vendors'
software or products are either Year 2000 compliant or should be Year 2000
compliant before December 31, 1999. However, there can be no guarantee that the
systems of other companies, which the Company's systems may rely upon, will be
timely converted or representations made to the Company by these parties are
accurate. As a result the failure of a major vendor or supplier to adequately
address their Year 2000 Problem could have a significant adverse impact on the
Company's operations.
11
As a result of various external risk factors, the Company could be adversely
impacted and the effect could be material regardless of the readiness of its own
systems. The most reasonable worst case scenario - If one or more of the
Company's utility providers (of electric, natural gas, water, sewer) experiences
Year 2000 problems that impact their ability to provide their services the
operations of the Company could be adversely impacted. Furthermore, disruption
of services for any of the markets for the Company's customers could result in
an adverse change in customer visits from the affected market. - Automobile
traffic to and from the Black Hawk/Central City market could be disrupted by
Year 2000 problems, which would limit the ability of potential customers to
visit the property. - The possible long term disruption of banking services due
to Year 2000 problems could ultimately impair the Company's daily financial
transactions, including the deposit of monies and processing of checks.
Furthermore, credit card processing and customers' access to cash via automated
teller machines could also be disrupted. In the event of these types of
disruption, the Company intends to provide minimal services to its customers and
assist them, if possible, with transportation to the metropolitan Denver area as
hotel facilities are extremely limited in the Black Hawk/Central City area.
The Company has developed, and continues to update and revise, contingency plans
to address the identified risks. However, given the nature of many of the
external risk factors, the Company does not believe viable alternatives would be
available. For example, the Company cannot develop a meaningful contingency plan
to address a disruption in airline service. Consequently, the occurrence of any
of the aforementioned disruptions could, depending upon their severity and
duration, have a material adverse impact on operating results.
Forward Looking Statements
- --------------------------
The Private Securities Litigation Reform Act of 1997 provides a "safe harbor"
for certain forward-looking statements. Certain matters discussed in this filing
could be characterized as forward-looking statements such as statements relating
to plans for future expansion, as well as other capital spending, financing
sources and effects of regulation and competition. Such forward-looking
statements involve important risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements.
12
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 BLACK HAWK, INC.
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: December 17, 1999
13