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Arnold M. Knightly

Riviera executive says bids lacked cash

9 May 2008

LAS VEGAS, Nevada -- There were several offers to buy Riveria Holdings Corp. last year, but no one ever came forward with any cash to back up their bid, Chairman and Chief Executive Officer William Westerman said Thursday during a conference call announcing the company's first-quarter earnings.

"There was no cash," Westerman said in response to a question from an apparent shareholder listening in on the call. "You know the old story, show me the money. There was a lot of talk with no cash."

The questioner asked why the company did not complete a deal to sell the gaming company, which includes the Riveria, during last year's real estate buying frenzy on the Strip. Specifically, he asked why the board did not accept a $34 per share offer made last May by investment group Riv Acquisition Holdings, which is led by some company shareholders.

That offer came after an investment group led by New York-based developer Bruce Eichner made a $30 per share offer.

The caller, whose identity could not be verified by press time, asked why the company did not embrace those offers instead of "engaging lawyers to put obstacles in their way?"

Last spring, the gaming company's board blocked earlier offers from Riv Acquisition and accused it of colluding with shareholders to gain control of additional shares.

Riv Acquisition controlled nearly 20 percent of Riviera Holdings stock. Sixty percent of the company's shareholders needed to approve the buyout.

Last May, while Riv Acquisition and Riviera Holdings, which also owns a casino in Black Hawk, Colo., were settling their dispute in court, Riv Acquisition raised its offer to $34 per share.

In response to the question, Westerman explained that even though several offers were discussed, nothing concrete was ever put forth.

"Planning to do something and putting dollars and cents and timing while providing sources for financing is a long way," Westerman said. "For 10 years we've had people who wanted to embrace this company. But at the end of the day, the money isn't there."

Westerman said during a conference call in March that a review examining the possible sale of the company was ending.

Thirty-five potential buyers were contacted during the review process, but no agreements were reached, he said.

Still, the company would "entertain and give serious consideration to any legitimate offer," he said. "Anyone we would get that would have a likelihood of success we would take to our shareholders."

Riviera Holdings shares closed Thursday at $15.25, down 77 cents, or 4.81 percent, on the American Stock Exchange. The stock hit an all-time high of $39.12 on June 20 because of buyout rumors and speculation on the value of the Riviera's 26-acre site.

"Our stock price is serving as a substitute for speculation in the Las Vegas real estate market," Westerman said. "We don't control the speculative fever that will drive that price up or down."

The questions about the buyout offers came during a conference call in which the parent company of the Riviera said it was hit hard by economic slowdown and a smoking ban in Colorado.

Revenues fell 7.7 percent, driven by a 5.3 percent drop in Las Vegas, where 76 percent of the company's revenues were generated.

The company also had an $8.3 million expense booked in the quarter ended March 31 tied to an interest rate swap agreement made during the summer.

The company on Thursday reported a net loss of $5.8 million, or 47 cents per share, reversing a profit of $2.6 million, or 20 cents per share, a year earlier.

Revenues fell to $48 million from $52 million.

Company cash flow, defined as earnings before interest, taxes, depreciation and amortization, dropped 17.1 percent, to $10.3 million from $12.5 million. Casino revenues dropped 17.3 percent, to $24 million from $28.1 million.

At the Strip property, revenues dropped to $36.5 million from $38.5 million and cash flow fell 14.4 percent, to $7.3 million from $8.6 million last year.