x
|
Annual
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|
|
for
fiscal year ended April 30, 2009
|
||
or
|
||
o
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|
|
for
the transition period from
to
|
Nevada
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88-0142032
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|
(State
or other jurisdiction of Incorporation or organization)
|
(IRS
Employer Identification No.)
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|
50
Briar Hollow Lane, Suite 500W, Houston, Texas
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77027
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title of each class
|
Name of each exchange on which
registered
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|
Common
stock, $0.12 par value
|
New
York Stock Exchange Alternext
U.S.
|
Accelerated
filer o
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Non-accelerated
filer o
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Smaller
Reporting Company x
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Page
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|||||
PART
I
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|||||
ITEM
1.
|
BUSINESS
|
1 | |||
ITEM
1A.
|
RISK
FACTORS
|
6 | |||
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
8 | |||
ITEM
2.
|
PROPERTIES
|
9 | |||
ITEM
3.
|
LEGAL
PROCEEDINGS
|
9 | |||
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
9 | |||
PART
II
|
|||||
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
10 | |||
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
11 | |||
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
11 | |||
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
21 | |||
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
21 | |||
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
21 | |||
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
21 | |||
ITEM
9B.
|
OTHER
INFORMATION
|
22 | |||
PART
III
|
|||||
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
22 | |||
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
23 | |||
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
23 | |||
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
23 | |||
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
23 | |||
PART
IV
|
|||||
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
23 |
|
-
|
enhancing
the return from, and the value of, the gaming properties in which we own
interests;
|
|
-
|
acquiring
or developing additional gaming
properties;
|
|
-
|
assisting
in finding financing, developing and/or managing of, or providing
consulting services to gaming
projects.
|
|
·
|
increase
our vulnerability to general adverse economic and industry conditions or a
downturn in our business;
|
|
·
|
limit
our ability to fund future working capital, capital expenditures and other
general operating requirements;
|
|
·
|
place
us at a competitive disadvantage compared to our competitors that have
less debt or greater resources; and
|
|
·
|
limit
our ability to borrow additional
funds.
|
Fiscal Years Ended
|
||||||||||||||||
April 30, 2009
|
April 27, 2008
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First
Quarter
|
$ | 1.34 | $ | 1.02 | $ | 2.79 | $ | 1.88 | ||||||||
Second
Quarter
|
1.29 | .53 | 2.05 | 1.09 | ||||||||||||
Third
Quarter
|
.89 | .38 | 1.69 | 1.09 | ||||||||||||
Fourth
Quarter
|
.84 | .66 | 1.59 | 1.08 |
Plan
Category
|
Number of
Securities
To be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(A)
|
Weighted Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(B)
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(A) (C)
|
||||
Equity
Compensation Plans Approved by Security Holders
|
1,136,000
|
$
|
2.54
|
1,725,000
|
|||
Equity
Compensation Plans Not Approved by Security Holders
|
—
|
$
|
—
|
—
|
|||
Total
|
1,136,000
|
$
|
2.54
|
1,725,000
|
Fiscal Year Ended
|
||||||||
April 30, 2009
|
April 27, 2008
|
|||||||
Food
and beverage
|
$ | 595,499 | $ | 652,705 | ||||
Other
|
5,994 | 8,616 | ||||||
Total
cost of complimentary services
|
$ | 601,493 | $ | 661,321 |
Year ended April 27, 2008
|
||||||||||||
Originally
|
||||||||||||
|
Reported
|
Adjustment
|
As Restated
|
|||||||||
Deferred
tax benefit
|
$ | (1,885,726 | ) | $ | 1,000,000 | $ | (885,726 | ) | ||||
Net
income
|
23,707,802 | (1,000,000 | ) | 22,707,802 | ||||||||
Earnings
per share - basic
|
1.83 | (0.08 | ) | 1.75 | ||||||||
Earnings
per share - diluted
|
1.83 | (0.08 | ) | 1.75 |
April 27, 2008
|
||||||||||||
Originally
|
||||||||||||
Reported
|
Adjustment
|
As Restated
|
||||||||||
Deferred
tax assets
|
$ | 1,885,726 | $ | (1,000,000 | ) | $ | 885,726 | |||||
Retained
earnings
|
29,401,890 | (1,000,000 | ) | 28,401,890 |
Earnings (Loss)
|
||||||||||||||||||||||||
Net Ownership Interest
|
Investment
|
Fiscal Years Ended
|
||||||||||||||||||||||
Unconsolidated affiliates:
|
April 30,
2009
|
April 27,
2008
|
April 30,
2009
|
April 27,
2008
|
April 30,
2009
|
April 27,
2008
|
||||||||||||||||||
(Percent)
|
||||||||||||||||||||||||
Isle
of Capri - Black Hawk, L.L.C. (1)
|
- | - | $ | - | $ | - | $ | - | $ | 4,860,613 | ||||||||||||||
American
Racing and Entertainment, L.L.C. (2)
|
- | - | - | - | - | (840,368 | ) | |||||||||||||||||
Buena
Vista Development Company, L.L.C. (3)
|
- | 40 | - | 154,969 | (7,863 | ) | (16,200 | ) | ||||||||||||||||
Sunrise
Land and Mineral Corporation (4)
|
- | - | - | - | - | 51,401 | ||||||||||||||||||
Restaurant
Connections International, Inc. (5)
|
- | 34 | - - | - | - | - | ||||||||||||||||||
Total
investments in unconsolidated affiliates
|
$ | - | $ | 154,969 | ||||||||||||||||||||
Total
earnings (loss) from unconsolidated affiliates
|
$ | (7,863 | ) | $ | 4,055,446 |
(1)
|
Separate
financial statements for this entity are included herein. On January 27,
2008, we sold our ownership interest in IC-BH to the
ISLE.
|
(2)
|
On
June 14, 2007, we sold our ownership interest to two of our
partners.
|
(3)
|
Effective
November 25, 2008, we sold our interest for $16 million cash and a $4
million receivable to our partner and related
parties.
|
(4)
|
This
asset was sold as of January 8, 2008 to our
partner.
|
(5)
|
Investment
in RCI was reduced to zero in fiscal year 2000. This asset was held for
sale as of April 27, 2008. We increased our ownership from 34% to 56%
effective May 16, 2008. This asset was sold July 31,
2008.
|
Net Ownership Interest
|
Capitalized Development Costs
|
|||||||||||||||
Development Projects:
|
April 30,
2009
|
April 27,
2008
|
April 30,
2009
|
April 27,
2008
|
||||||||||||
(Percent)
|
||||||||||||||||
Gold
Mountain Development, L.L.C. (1)
|
100 | 100 | $ | 3,437,932 | $ | 3,437,932 | ||||||||||
NG
Washington, LLC (2)
|
100 | - | 617,071 | - | ||||||||||||
Nevada
Gold Vicksburg, LLC (3)
|
100 | 100 | - | 2,191,899 | ||||||||||||
Other
(4)
|
128,953 | 215,663 | ||||||||||||||
Total
investments– development projects
|
$ | 4,183,956 | $ | 5,845,494 |
(1)
|
Acquisition
and development costs incurred for 270 acres of real property in the
vicinity of Black Hawk, Colorado.
|
(2)
|
Refundable
deposits and license costs incurred for three mini-casinos in Washington
State.
|
(3)
|
Deposit
and acquisition costs related to acquisition of Horizon Casino/Hotel in
Vicksburg, Mississippi.
|
(4)
|
Development
costs incurred for other development
projects.
|
Fiscal Years Ended
|
||||||||
April 30,
|
April 27,
|
|||||||
2009
|
2008
|
|||||||
(Restated)
|
||||||||
Revenues:
|
||||||||
Casino
|
$ | 5,356,885 | $ | 6,636,652 | ||||
Food
and beverage
|
1,395,130 | 1,414,423 | ||||||
Other
|
49,366 | 101,203 | ||||||
Management
fees
|
493,382 | 40,174 | ||||||
Gross
revenues
|
7,294,763 | 8,192,452 | ||||||
Less
promotional allowances
|
(1,426,511 | ) | (1,459,539 | ) | ||||
Net
revenues
|
5,868,252 | 6,732,913 | ||||||
Operating
expenses:
|
||||||||
Casino
|
1,750,014 | 1,935,791 | ||||||
Food
and beverage
|
614,779 | 674,961 | ||||||
Marketing
and administrative
|
2,485,881 | 2,900,887 | ||||||
Facility
|
362,009 | 377,608 | ||||||
Corporate
expense
|
4,366,670 | 5,001,190 | ||||||
Legal
expenses
|
403,694 | 871,428 | ||||||
Depreciation
and amortization
|
627,618 | 743,783 | ||||||
Write-off
of notes receviable related to gaming projects
|
- | 4,026,893 | ||||||
Impairment
of equity investment
|
- | 308,350 | ||||||
Write-off
of project development cost
|
1,215,383 | - | ||||||
Other
|
145,018 | 67,439 | ||||||
Total
operating expenses
|
11,971,066 | 16,908,330 | ||||||
Operating
loss
|
(6,102,814 | ) | (10,175,417 | ) | ||||
Non-operating
income (expenses):
|
||||||||
Earnings
(loss) from unconsolidated affiliates
|
(7,863 | ) | 4,055,446 | |||||
Gain
on sale of equity investees and assets
|
403,388 | 40,715,552 | ||||||
Interest
income
|
975,490 | 2,007,898 | ||||||
Interest
expense
|
(1,307,296 | ) | (3,864,552 | ) | ||||
Amortization
of loan issue costs
|
(128,266 | ) | (764,329 | ) | ||||
Loss
on extinguishment of debt
|
- | (203,160 | ) | |||||
Income
(loss) before income tax expense (benefit)
|
(6,167,361 | ) | 31,771,438 | |||||
Income
tax expense (benefit)
|
||||||||
Current
|
(2,265,155 | ) | 9,949,362 | |||||
Deferred
and change in valuation allowance
|
285,930 | (885,726 | ) | |||||
Total
income tax expense (benefit)
|
(1,979,225 | ) | 9,063,636 | |||||
Net
income (loss)
|
$ | (4,188,136 | ) | $ | 22,707,802 | |||
Per
share information:
|
||||||||
Net
income (loss) per common share - basic
|
$ | (0.32 | ) | $ | 1.75 | |||
Net
income (loss) per common share - diluted
|
$ | (0.32 | ) | $ | 1.75 | |||
Basic
weighted average number of shares outstanding
|
12,939,130 | 12,939,130 | ||||||
Diluted
weighted average number of shares outstanding
|
12,939,130 | 12,945,151 |
Fiscal Years Ended
|
||||||||
April 30,
2009
|
April 27,
2008
|
|||||||
(Restated)
|
||||||||
Cash
provided by (used in):
|
||||||||
Operating
activities
|
$ | (5,507,059 | ) | $ | (12,559,597 | ) | ||
Investing
activities
|
$ | 27,507,309 | $ | 52,914,899 | ||||
Financing
activities
|
$ | (9,562,019 | ) | $ | (41,762,549 | ) |
|
-
capital requirements related to future
acquisitions;
|
|
-
cash flow from acquisitions;
|
|
-
management contracts;
|
|
-
working capital requirements;
|
|
-
disposition of non-gaming related
assets.
|
Fiscal Year
|
||||||||||||||||||||||||||||
Estimated Contractual Obligations:
|
Total
|
2010
|
2011
|
2012
|
2013
|
2014
|
Thereafter
|
|||||||||||||||||||||
Long-term
debt (1)
|
$ | 6,000,000 | $ | — | $ | — | $ | — | $ | — | $ | 6,000,000 | $ | — | ||||||||||||||
Estimated
interest payments (2)
|
2,680,000 | 600,000 | 650,000 | 660,000 | 660,000 | 110,000 | — | |||||||||||||||||||||
Operating
lease commitments (3)
|
9,694,092 | 490,171 | 503,921 | 400,000 | 400,000 | 400,000 | 7,500,000 | |||||||||||||||||||||
Other
commitments(3)
|
— | — | — | — | — | — | — | |||||||||||||||||||||
Total
|
$ | 18,374,092 | $ | 1,090,171 | $ | 1,153,921 | $ | 1,060,000 | $ | 1,060,000 | $ | 6,510,000 | $ | 7,500,000 |
(1)
|
See
Notes 5 and 19 to our Consolidated Financial Statements in
this Annual Report.
|
(2)
|
Estimated
interest payments are based on the outstanding balance of our debt as of
April 30, 2009.
|
(3)
|
See
Note 16 to our Consolidated Financial Statement in this Annual
Report.
|
Item 7A.
|
Quantitative and Qualitative
Disclosures About Market
Risk
|
Item
8.
|
Financial
Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements
with Accountants on Accounting and Financial
Disclosure
|
Item 9A.
|
Controls and
Procedures
|
|
1.
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
|
2.
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and
directors of the Company; and
|
|
3.
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial
statements.
|
|
(d)
|
Report of
Independent Registered Public Accounting
Firm.
|
Item
9B.
|
Other
Information
|
Item
10.
|
Directors,
Executive Officers and Corporate
Governance
|
Item
11.
|
Executive
Compensation
|
Item 12.
|
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
|
Item
13.
|
Certain
Relationships and Related Party Transactions and Director
Independence
|
Item 14.
|
Principal Accountant Fees and
Services
|
Item 15.
|
Exhibits and Financial
Statement Schedules
|
EXHIBIT
NUMBER
|
DESCRIPTION | |
3.1A
|
Amended
and Restated Articles of Incorporation of Nevada Gold & Casinos, Inc.
(filed previously as Exhibit A to the Company's definitive proxy statement
filed on Schedule 14A on July 30, 2001)
|
|
3.1B
|
Certificate
of Amendment to the Articles of Incorporation of Nevada Gold &
Casinos, Inc. (filed previously as Exhibit 4.2 to the Company’s Form S-8
filed October 11, 2002)
|
|
3.1C
|
Certificate
of Amendment to the Articles of Incorporation of Nevada Gold &
Casinos, Inc. (filed previously as Exhibit 3.3 to the Company’s Form 10-Q
filed November 9, 2004)
|
|
3.1D
|
Certificate
of Amendment to the Articles of Incorporation of Nevada Gold &
Casinos, Inc. (filed previously as Exhibit 3.1 to the Company’s Form 8-K
filed October 17, 2007)
|
|
3.2
|
Amended
and Restated Bylaws of Nevada Gold & Casinos, Inc. (filed previously
as Exhibit 3.2 to the Company’s From 10-QSB filed August 14,
2002)
|
|
3.3
|
Amended
and Restated Bylaws of Nevada Gold & Casinos, Inc., effective July 24,
2007 (filed previously as Exhibit 3.2 to the Company’s From 8-K filed July
27, 2007)
|
|
4.1
|
Common
Stock Certificate of Nevada Gold & Casinos, Inc. (filed previously as
Exhibit 4.1 to the Company’s Form S-8/A, file no.
333-79867)
|
|
4.2
|
Second
Amended and Restated Nevada Gold & Casinos, Inc. 1999 Stock Option
Plan (filed previously as Exhibit 4.6 to the Company’s Form S-8, file no.
333-126027)
|
|
4.3
|
Nevada
Gold & Casinos, Inc.’s 2009 Equity Incentive Plan (filed previously as
Exhibit 10.1 to the Company’s Form S-8, file no.
333-158576)
|
|
10.1
|
Stock
Purchase Agreement dated as of April 25, 2005 among Isle of Capri Black
Hawk, L.L.C., IC Holdings Colorado, Inc., Colorado Grande Enterprise,
Inc., and CGC Holdings, L.L.C. (filed previously as Exhibit 2.1 to the
Company’s Form 8-K filed April 29, 2005)
|
|
10.2
|
Unit
Purchase Agreement among Nevada Gold & Casinos, Inc., Black Hawk Gold,
Ltd., Casino America of Colorado, Inc. and Isle of Capri Casinos, Inc.
dated November 13, 2007 (filed previously as Exhibit 10.5 to the Company’s
Form 8-K filed November 13, 2007)
|
|
10.3
|
Purchase
and Sale Agreement among Nevada Gold & Casinos, Inc. Nevada Gold NY,
Inc., Southern Tier Acquisition, LLC and Oneida Entertainment LLC (filed
previously as Exhibit 10.1 to the Company’s Form 8-K filed June 21,
2007)
|
|
10.4
|
Purchase
Agreement dated November 25, 2008 between Nevada Gold BVR, LLC and B.V.
Oro, LLC (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed
December 12, 2008)
|
|
10.5
|
Management
Agreement dated November 10, 2008 between Nevada Gold & Casinos, Inc.
and Oceans Casino Cruises, Inc. (filed previously as Exhibit 10.1 to the
Company’s Form 8-K filed November 12, 2008)
|
|
10.6
|
Settlement
Agreement and Release dated April 15, 2008 among Nevada Gold &
Casinos, Inc., American Heritage, Inc. and Frederick C. Gillmann (filed
previously as Exhibit 10.1 to the Company’s Form 8-K filed April 16,
2008)
|
|
10.7
|
Asset
Purchase Agreement dated March 12, 2009 among Crazy Moose Casino, Inc.,
Crazy Moose Casino II, Inc., Coyote Bob’s, Inc. and Gullwing III, LLC, as
sellers, and NG Washington, LLC, as purchaser (filed previously as Exhibit
10.1 to the Company’s Form 8-K filed March 13, 2009)
|
|
10.8
(**)
|
Amended
and Restated Credit Facility dated January 19, 2006 (portions of this
exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment in
accordance with Rule 24b-2 under the Exchange Act) (filed previously as
Exhibit 10.15 to the Company's Form 8-K filed January 25,
2006)
|
|
10.9 (**)
|
Form
of Guarantee of Credit Facility among Nevada Gold and Casinos, Inc., each
of Black Hawk Gold, LTD, Gold River, LLC, Nevada Gold BVR, LLC, and Nevada
Gold NY, Inc., and the Lender signing as a party thereto (portions of this
exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment in
accordance with Rule 24b-2 under the Exchange Act) (filed previously as
Exhibit 10.16 to the Company’s Form 10-Q filed March 3,
2006)
|
10.10 (**)
|
January
2006 Security Agreement dated January 19, 2006, by and between Nevada Gold
& Casinos, Inc., its wholly-owned subsidiary, Black Hawk Gold, Ltd.,
and the Lender listed as a party thereto (portions of this exhibit have
been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance
with Rule 24b-2 under the Exchange Act) (filed previously as Exhibit 10.17
to the Company’s Form 10-Q filed March 3, 2006)
|
|
10.11 (**)
|
Commercial
Pledge Agreement dated January 19, 2006, among Nevada Gold & Casinos,
Inc., Black Hawk Gold, LTD, and the Lender listed as a party thereto
(portions of this exhibit have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment in accordance with Rule 24b-2 under the Exchange Act) (filed
previously as Exhibit 10.18 to the Company’s Form 10-Q filed March 3,
2006)
|
|
10.12 (**)
|
Commercial
Pledge Agreement dated January 19, 2006, among Nevada Gold & Casinos,
Inc., Nevada Gold BVR, and the Lender listed as a party thereto (portions
of this exhibit have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment
in accordance with Rule 24b-2 under the Exchange Act) (filed previously as
Exhibit 10.19 to the Company’s Form 10-Q filed March 3,
2006)
|
|
10.13 (**)
|
Commercial
Pledge Agreement dated January 19, 2006 among Nevada Gold & Casinos,
Inc., Gold River, LLC, and the Lender listed as a party thereto (portions
of this exhibit have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment
in accordance with Rule 24b-2 under the Exchange Act) (filed previously as
Exhibit 10.20 to the Company’s Form 10-Q filed March 3, 2006)
|
|
10.14 (**)
|
Commercial
Pledge Agreement dated January 19, 2006, among Nevada Gold & Casinos,
Inc., Nevada Gold NY, Inc., and the Lender listed as a party thereto
(portions of this exhibit have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment in accordance with Rule 24b-2 under the Exchange Act) (filed
previously as Exhibit 10.21 to the Company’s Form 10-Q filed March 3,
2006)
|
|
10.15
|
Amendment
to the Amended and Restated Credit Facility dated January 19, 2006 among
Nevada Gold & Casinos, Inc., Black Hawk Gold, Ltd. and Louise H.
Rogers dated July 30, 2007 (filed previously as Exhibit 10.1 to the
Company’s Form 8-K filed July 30, 2007)
|
|
10.16
|
Amendment
to the Amended and Restated Credit Facility dated January 19, 2006 between
Nevada Gold & Casinos, Inc. and Louise H. Rogers dated October 12,
2007 (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed
October 15, 2007)
|
|
10.17
|
Amendment
to the Amended and Restated Credit Facility dated January 19, 2006 between
Nevada Gold & Casinos, Inc. and Louise H. Rogers dated December 20,
2007 (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed
December 21, 2007)
|
|
10.18
|
Agreement
Regarding Use of Proceeds of IC-BH Sale and Regarding Remaining Amount Due
Under the Amended and Restated Credit Facility among Nevada Gold &
Casinos, Inc., Black Hawk Gold, Ltd. and Louise H. Rogers dated November
13, 2007 (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed
November 13, 2007)
|
|
10.19
|
Amendment
to the January 2006 Security Agreement among Nevada Gold & Casinos,
Inc., Black Hawk Gold, Ltd. and Louise H. Rogers dated November 13, 2007
(filed previously as Exhibit 10.2 to the Company’s Form 8-K filed November
13, 2007)
|
|
10.20
|
Agreement
Regarding Use of Proceeds from RCI/CCH Notes Receivable between Nevada
Gold & Casinos, Inc. and Louise H. Rogers dated November 13, 2007
(filed previously as Exhibit 10.3 to the Company’s Form 8-K filed November
13, 2007)
|
|
10.21
|
Promissory
Note issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers dated
November 13, 2007 (filed previously as Exhibit 10.4 to the Company’s Form
8-K filed November 13, 2007)
|
|
10.22
|
Agreement
Regarding Loans effective March 1, 2008 between Nevada Gold & Casinos,
Inc. and Louise H. Rogers (filed previously as Exhibit 10.1 to the
Company’s Form 8-K filed June 17, 2008)
|
|
10.23
|
Amended
and Restated Security Agreement effective March 1, 2008 between Nevada
Gold & Casinos, Inc. and Louise H. Rogers (filed previously as Exhibit
10.2 to the Company’s Form 8-K filed June 17,
2008)
|
10.24
|
Schedule
of Collateral, Notes, Security Interests and Ownership Interests effective
March 1, 2008 between Nevada Gold & Casinos, Inc. and Louise H. Rogers
(filed previously as Exhibit 10.3 to the Company’s Form 8-K filed June 17,
2008)
|
|
10.25
|
Promissory
Note issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers
effective March 1, 2008 (filed previously as Exhibit 10.4 to the Company’s
Form 8-K filed June 17, 2008)
|
|
10.26
(+)
|
Form
of Indemnification Agreement between Nevada Gold & Casinos, Inc. and
each officer and director (filed previously as Exhibit 10.5 to the
Company’s Form 10-QSB, filed February 14, 2002)
|
|
10.27A
(+)
|
Employment
Agreement dated November 27, 2006 by and between Robert B. Sturges and
Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.27 to the
Company’s Form 10-Q filed December 15, 2006)
|
|
10.27B (+)
|
Amendment
to the Employment Agreement dated August 30, 2007 by and between Robert B.
Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit
99.1 to the Company’s Form 8-K filed August 31, 2007)
|
|
10.27C (+)
|
Amendment
to the Employment Agreement dated October 30, 2007 by and between Robert
B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as
Exhibit 99.1 to the Company’s Form 8-K filed October 30,
2007)
|
|
10.27D (+)
|
Second
Amendment to the Employment Agreement dated January 23, 2008 by and
between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed
previously as Exhibit 10.1 to the Company’s Form 8-K filed January 24,
2008)
|
|
10.28A (+)
|
Employment
Agreement dated October 24, 2006 by and between James J. Kohn and Nevada
Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to the
Company’s Form 10-Q filed March 9, 2007)
|
|
10.28B(+)
|
First
Amendment to the Employment Agreement dated April 14, 2008 by and between
James J. Kohn and Nevada Gold & Casinos, Inc. (filed previously as
Exhibit 10.24B to the Company’s Form 10-Q filed September 9,
2008)
|
|
10.29A (+)
|
Employment
Agreement dated December 29, 2006 by and between Ernest E. East and Nevada
Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to the
Company’s Form 10-Q filed March 9, 2007)
|
|
10.29B
(+)
|
First
Amendment to the Employment Agreement dated April 14, 2008 by and between
Ernest E. East and Nevada Gold & Casinos, Inc. (filed previously as
Exhibit 10.25B to the Company’s Form 10-Q filed September 9,
2008)
|
|
10.29C
(+)
|
Second
Amendment to Employment Agreement between Nevada Gold & Casinos, Inc.
and Ernest E. East dated June 8, 2009 (filed previously as Exhibit 10.1 to
the Company’s Form 8-K filed June 8, 2009)
|
|
10.30 (+)
|
Separation
Agreement and Release between Nevada Gold & Casinos, Inc. and H.
Thomas Winn (filed previously as Exhibit 10.1 to the Company’s Form 8-K
filed July 9, 2007)
|
|
21.1(*)
|
Subsidiaries
of the Company
|
|
23.1(*)
|
Consent
of Independent Registered Public Accounting Firm
|
|
23.2(*)
|
Consent
of Independent Registered Public Accounting Firm
|
|
31.1(*)
|
Chief
Executive Officer Certification Pursuant to Section 13a-14 of the
Securities Exchange Act.
|
|
31.2(*)
|
Chief
Financial Officer Certification Pursuant to Section 13a-14 of the
Securities Exchange Act.
|
|
32.1(*)
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
32.2(*)
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
+
|
Management
contract or compensatory plan, or arrangement.
|
*
|
Filed
herewith.
|
**
|
Portions
of these exhibits have been omitted pursuant to a request for confidential
treatment.
|
Nevada
Gold & Casinos, Inc.
|
||
By:
|
/s/
James J. Kohn
|
|
James
J. Kohn
|
||
Chief
Financial Officer
|
||
Date:
July 07, 2009
|
Signature
|
Title
|
Date
|
||
/s/
JOSEPH A. JULIANO
|
||||
Joseph
A. Juliano
|
Chairman
of the Board of Directors
|
July
07, 2009
|
||
/s/
WILLIAM J. SHERLOCK
|
Director
|
|||
William
J. Sherlock
|
July
07, 2009
|
|||
/s/
WILLIAM G. JAYROE
|
||||
William
G. Jayroe
|
Director
|
July
07, 2009
|
||
/s/
FRANK CATANIA
|
||||
Frank
Catania
|
Director
|
July
07, 2009
|
||
/s/
FRANCIS M. RICCI
|
||||
Francis
M. Ricci
|
Director
|
July
07, 2009
|
||
/s/
WAYNE H. WHITE
|
||||
Wayne
H. White
|
Director
|
July
07, 2009
|
||
/s/
ROBERT B. STURGES
|
Director
and Chief Executive Officer
|
|||
Robert
B. Sturges
|
(principal
executive officer)
|
July
07, 2009
|
||
/s/
JAMES J. KOHN
|
||||
James
J. Kohn
|
EVP
and Chief Financial Officer (principal financial officer and principal
accounting officer)
|
July
07,
2009
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
30
|
|
Consolidated
Balance Sheets as of April 30, 2009 and April 27, 2008
(restated)
|
31
|
|
Consolidated
Statements of Operations for fiscal years ended April 30, 2009 and April
27, 2008 (restated)
|
32
|
|
Consolidated
Statements of Stockholders’ Equity for fiscal years ended April 30, 2009,
and April 27, 2008 (restated)
|
33
|
|
Consolidated
Statements of Cash Flows for fiscal years ended April 30, 2009, and April
27, 2008 (restated)
|
34
|
|
Notes
to Consolidated Financial Statements
|
35
|
Report
of Independent Registered Public Accounting Firm
|
58
|
|
Consolidated
Balance Sheet as of January 27, 2008
|
59
|
|
Consolidated
Statement of Income for nine months ended January 27,
2008
|
60
|
|
Consolidated
Statement of Members' Equity for nine months ended January 27,
2008
|
61
|
|
Consolidated
Statement of Cash Flows for nine months ended January 27,
2008
|
62
|
|
Notes
to Consolidated Financial Statements
|
63
|
/s/
Pannell Kerr Forster of Texas, P.C.
|
Houston,
Texas
|
July
7, 2009
|
April 30,
|
April 27,
|
|||||||
2009
|
2008
|
|||||||
(Restated)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 13,834,544 | $ | 1,396,313 | ||||
Restricted
cash
|
6,000,000 | 13,014,000 | ||||||
Accounts
receivable
|
12,342 | 2,313,593 | ||||||
Accounts
receivable - affilates
|
— | 57,359 | ||||||
Prepaid
expenses
|
235,847 | 369,025 | ||||||
Income
tax receivable
|
1,872,369 | — | ||||||
Notes
receivable, current portion
|
1,100,000 | 1,100,000 | ||||||
Other
current assets
|
46,444 | 54,446 | ||||||
Total
current assets
|
23,101,546 | 18,304,736 | ||||||
Investments
in unconsolidated affiliates
|
— | 154,969 | ||||||
Investments
in development projects
|
746,024 | 2,407,562 | ||||||
Investments
in development projects held for sale
|
3,437,932 | 3,437,932 | ||||||
Notes
receivable
|
— | 1,100,000 | ||||||
Notes
receivable - affiliates
|
— | 3,521,066 | ||||||
Notes
receivable - development projects, net of allowances
|
1,700,000 | 16,510,200 | ||||||
Goodwill
|
5,462,918 | 5,462,918 | ||||||
Property
and equipment, net of accumulated depreciation of $2,408,595 and
$1,808,883 at April 30, 2009 and April 27, 2008,
respectively
|
1,091,549 | 1,327,275 | ||||||
Deferred
tax asset
|
599,797 | 885,726 | ||||||
Other
assets
|
5,915,220 | 6,780,317 | ||||||
Total
assets
|
$ | 42,054,986 | $ | 59,892,701 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 846,062 | $ | 1,097,277 | ||||
Accrued
interest payable
|
— | 115,027 | ||||||
Other
accrued liabilities
|
197,833 | 203,071 | ||||||
Taxes
payable
|
— | 3,911,475 | ||||||
Total
current liabilities
|
1,043,895 | 5,326,850 | ||||||
Long-term
debt, net of current portion
|
6,000,000 | 15,550,000 | ||||||
Other
liabilities
|
44,487 | 56,505 | ||||||
Total
liabilities
|
7,088,382 | 20,933,355 | ||||||
Commitments
and contingencies
|
— | — | ||||||
Stockholders'
equity:
|
||||||||
Common
stock, $0.12 par value per share; 50,000,000 shares authorized; 13,935,330
shares issued and 12,939,130 shares outstanding at April 30, 2009 and
April 27, 2008, respectively
|
1,672,240 | 1,672,240 | ||||||
Additional
paid-in capital
|
19,297,560 | 19,092,706 | ||||||
Retained
earnings
|
24,213,754 | 28,401,890 | ||||||
Treasury
stock, 996,200 shares at April 30, 2009 and April 27, 2008, respectively,
at cost
|
(10,216,950 | ) | (10,216,950 | ) | ||||
Accumulated
other comprehensive income
|
— | 9,460 | ||||||
Total
stockholders' equity
|
34,966,604 | 38,959,346 | ||||||
Total
liabilities and stockholders' equity
|
$ | 42,054,986 | $ | 59,892,701 |
Fiscal Years Ended | ||||||||
April 30,
|
April 27,
|
|||||||
2009
|
2008
|
|||||||
(Restated)
|
||||||||
Revenues:
|
||||||||
Casino
|
$ | 5,356,885 | $ | 6,636,652 | ||||
Food
and beverage
|
1,395,130 | 1,414,423 | ||||||
Other
|
49,366 | 101,203 | ||||||
Management
fees
|
493,382 | 40,174 | ||||||
Gross
revenues
|
7,294,763 | 8,192,452 | ||||||
Less
promotional allowances
|
(1,426,511 | ) | (1,459,539 | ) | ||||
Net
revenues
|
5,868,252 | 6,732,913 | ||||||
Operating
expenses:
|
||||||||
Casino
|
1,750,014 | 1,935,791 | ||||||
Food
and beverage
|
614,779 | 674,961 | ||||||
Marketing
and administrative
|
2,485,881 | 2,900,887 | ||||||
Facility
|
362,009 | 377,608 | ||||||
Corporate
expense
|
4,366,670 | 5,001,190 | ||||||
Legal
expenses
|
403,694 | 871,428 | ||||||
Depreciation
and amortization
|
627,618 | 743,783 | ||||||
Write-off
of notes receivable related to gaming projects
|
- | 4,026,893 | ||||||
Impairment
of equity investment
|
- | 308,350 | ||||||
Write-off
of project development cost
|
1,215,383 | - | ||||||
Other
|
145,018 | 67,439 | ||||||
Total
operating expenses
|
11,971,066 | 16,908,330 | ||||||
Operating
loss
|
(6,102,814 | ) | (10,175,417 | ) | ||||
Non-operating
income (expenses):
|
||||||||
Earnings
(loss) from unconsolidated affiliates
|
(7,863 | ) | 4,055,446 | |||||
Gain
on sale of equity investees
|
403,388 | 40,715,552 | ||||||
Interest
income
|
975,490 | 2,007,898 | ||||||
Interest
expense
|
(1,307,296 | ) | (3,864,552 | ) | ||||
Amortization
of loan issue costs
|
(128,266 | ) | (764,329 | ) | ||||
Loss
on extinguishment of debt
|
- | (203,160 | ) | |||||
Income
(loss) before income tax expense (benefit)
|
(6,167,361 | ) | 31,771,438 | |||||
Income
tax expense (benefit)
|
||||||||
Current
|
(2,265,155 | ) | 9,949,362 | |||||
Deferred
and change in valuation allowance
|
285,930 | (885,726 | ) | |||||
Total
income tax expense (benefit)
|
(1,979,225 | ) | 9,063,636 | |||||
Net
income (loss)
|
$ | (4,188,136 | ) | $ | 22,707,802 | |||
Per
share information:
|
||||||||
Net
income (loss) per common share - basic
|
$ | (0.32 | ) | $ | 1.75 | |||
Net
income (loss) per common share - diluted
|
$ | (0.32 | ) | $ | 1.75 | |||
Basic
weighted average number of shares outstanding
|
12,939,130 | 12,939,130 | ||||||
Diluted
weighted average number of shares outstanding
|
12,939,130 | 12,945,151 |
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||
Common Stock
|
Paid-in
|
Retained
|
Treasury
|
Comprehensive
|
Stockholders'
|
|||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Stock
|
Income
|
Equity
|
||||||||||||||||||||||
Balance
at April 29, 2007
|
13,935,330 | $ | 1,672,240 | $ | 18,484,448 | $ | 5,694,088 | $ | (10,216,950 | ) | $ | 7,460 | $ | 15,641,286 | ||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income (restated)
|
— | — | — | 22,707,802 | — | — | 22,707,802 | |||||||||||||||||||||
Unrealized
gain on securities available for sale, net of tax benefit
|
— | — | — | — | — | 2,000 | 2,000 | |||||||||||||||||||||
Comprehensive
income (restated)
|
22,709,802 | |||||||||||||||||||||||||||
Stock
options issued as severance
|
199,587 | — | — | — | 199,587 | |||||||||||||||||||||||
Stock
based compensation
|
— | — | 408,671 | — | — | — | 408,671 | |||||||||||||||||||||
Balance
at April 27, 2008 (restated)
|
13,935,330 | $ | 1,672,240 | $ | 19,092,706 | $ | 28,401,890 | $ | (10,216,950 | ) | $ | 9,460 | $ | 38,959,346 | ||||||||||||||
Net
loss
|
— | — | — | (4,188,136 | ) | — | — | (4,188,136 | ) | |||||||||||||||||||
Unrealized
loss on securities available for sale, net of tax
benefit
|
— | — | — | — | — | (9,460 | ) | (9,460 | ) | |||||||||||||||||||
Comprehensive
loss
|
— | (4,197,596 | ) | |||||||||||||||||||||||||
Stock
based compensation
|
— | — | 204,854 | — | — | — | 204,854 | |||||||||||||||||||||
Balance
at April 30, 2009
|
13,935,330 | $ | 1,672,240 | $ | 19,297,560 | $ | 24,213,754 | $ | (10,216,950 | ) | $ | - | $ | 34,966,604 |
Fiscal
Years Ended
|
||||||||
April
30,
|
April
27,
|
|||||||
2009
|
2008
|
|||||||
(Restated)
|
||||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | (4,188,136 | ) | $ | 22,707,802 | |||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
627,618 | 743,783 | ||||||
Stock
based compensation
|
204,854 | 408,671 | ||||||
Write-off
of notes receivable and accrued interest
|
4,044,693 | |||||||
(Gain
on settlement) write-off of project development costs
|
1,215,383 | (14,500 | ) | |||||
Impairment
of equity investment
|
— | 308,350 | ||||||
Amortization
of deferred loan issuance costs
|
128,266 | 764,329 | ||||||
Gain
on sale of equity investments, net
|
(403,388 | ) | (40,715,552 | ) | ||||
Distributions
from unconsolidated affiliates
|
3,917 | 2,555,000 | ||||||
(Earnings)
loss from unconsolidated affiliates
|
7,863 | (4,055,446 | ) | |||||
Loss
on extinguishment of debt
|
— | 203,160 | ||||||
Deferred
income tax expense
|
285,930 | (885,726 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Receivables
and other assets
|
1,043,587 | (1,604,249 | ) | |||||
Accounts
payable and accrued liabilities
|
(4,432,953 | ) | 2,980,088 | |||||
Net
cash used in operating activities
|
(5,507,059 | ) | (12,559,597 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Purchases
of real estate and assets held for development
|
(803,499 | ) | (2,303,208 | ) | ||||
Advances
on development projects held for sale
|
— | (3,979 | ) | |||||
Equity
investment in unconsolidated affiliates
|
(25,000 | ) | — | |||||
Purchase
of property and equipment
|
(167,038 | ) | (154,520 | ) | ||||
Investment
in Colorado Grande expansion
|
(212,258 | ) | — | |||||
Net
proceeds from sale of fixed assets
|
— | 30,533 | ||||||
Net
proceeds from sale of equity investments, marketable securities and
assets securities and assets
|
16,000,000 | 66,810,073 | ||||||
Net
proceeds from sale of development projects
|
— | 500,000 | ||||||
Collections
of notes receivable
|
4,601,104 | — | ||||||
Collections
of notes receivable - affiliates
|
1,100,000 | — | ||||||
(Investment
in) release of restricted cash
|
7,014,000 | (11,950,000 | ) | |||||
Investment
in certificate of deposit
|
— | (14,000 | ) | |||||
Net
cash provided by investing activities
|
27,507,309 | 52,914,899 | ||||||
Cash
flows from financing activities:
|
||||||||
Repayment
on term loans
|
(9,550,000 | ) | (46,037,549 | ) | ||||
Proceeds
from term loans
|
— | 2,000,000 | ||||||
Borrowing
on credit facilities, net
|
— | 2,500,000 | ||||||
Deferred
loan issuance costs
|
— | (225,000 | ) | |||||
Payments
on capital lease
|
(12,019 | ) | — | |||||
Net
cash used in financing activities
|
(9,562,019 | ) | (41,762,549 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
12,438,231 | (1,407,247 | ) | |||||
Cash
and cash equivalents at beginning of period
|
1,396,313 | 2,803,560 | ||||||
Cash
and cash equivalents at end of period
|
$ | 13,834,544 | $ | 1,396,313 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 1,416,164 | $ | 3,498,078 | ||||
Income
tax payments
|
$ | 3,638,421 | $ | 6,037,916 | ||||
Non-cash
investing and financing activities:
|
||||||||
Equity
investment conversion to accounts receivable
|
$ | 1,035,000 | $ | 3,897,183 | ||||
Extinguishment
of guaranty with sale of American Racing
|
$ | — | $ | 4,610,000 | ||||
Stock
options issued in settlement of severance obligation
|
$ | — | $ | 199,587 | ||||
Receivable
issued to purchasers of unconsolidated affiliate
|
$ | — | $ | 2,200,000 | ||||
Unrealized
gain (loss) on marketable securities
|
$ | (9,460 | ) | $ | 2,000 | |||
Capital
leases
|
$ | — | $ | 68,004 | ||||
Investment
in unconsolidated affiliate exchanged for forgiveness of accounts
payable
|
$ | — | $ | 284,000 |
April 30,
|
April 27,
|
Service Life
|
||||||||||
2009
|
2008
|
in Years
|
||||||||||
Leasehold
improvements
|
$ | 333,431 | $ | 333,431 |
7-25
|
|||||||
Gaming
equipment
|
1,995,809 | 1,852,038 |
3-5
|
|||||||||
Furniture
and office equipment
|
916,646 | 908,689 |
3-7
|
|||||||||
Land
|
42,000 | 42,000 | ||||||||||
Construction
in Progress
|
212,258 | - | ||||||||||
3,500,144 | 3,136,158 | |||||||||||
Less
accumulated depreciation
|
(2,408,595 | ) | (1,808,883 | ) | ||||||||
Property
and equipment, net
|
$ | 1,091,549 | $ | 1,327,275 |
Fiscal Year
Ended |
Fiscal Year
Ended |
|||||||
April 30, 2009
|
April 27, 2008
|
|||||||
Food
and beverage
|
$ | 595,499 | $ | 652,705 | ||||
Other
|
5,994 | 8,616 | ||||||
Total
cost of complimentary services
|
$ | 601,493 | $ | 661,321 |
Earnings (Loss)
|
||||||||||||||||||||||||
Net Ownership Interest
|
Investment
|
Fiscal Years Ended
|
||||||||||||||||||||||
Unconsolidated affiliates:
|
April 30,
2009 |
April 27,
2008 |
April 30,
2009
|
April 27,
2008
|
April 30,
2009
|
April 27,
2008
|
||||||||||||||||||
(Percent)
|
||||||||||||||||||||||||
Isle
of Capri - Black Hawk, L.L.C. (1)
|
— | — | $ | — | $ | — | $ | — | $ | 4,860,613 | ||||||||||||||
American
Racing and Entertainment,
|
||||||||||||||||||||||||
L.L.C.
(2)
|
— | — | — | — | — | (840,368 | ) | |||||||||||||||||
Buena
Vista Development Company,
|
||||||||||||||||||||||||
L.L.C.
(3)
|
— | 40 | — | 154,969 | (7,863 | ) | (16,200 | ) | ||||||||||||||||
Sunrise
Land and Mineral Corporation (4)
|
— | — | — | — | — | 51,401 | ||||||||||||||||||
Restaurant
Connections International,
|
||||||||||||||||||||||||
Inc.
(5)
|
— | 34 | — | — | — | — | ||||||||||||||||||
Total
investments in unconsolidated affiliates
|
$ |
-
|
$ | 154,969 | ||||||||||||||||||||
Total
earnings (loss) from unconsolidated affiliates
|
$ | (7,863 | ) | $ | 4,055,446 |
|
(1)
|
Separate
financial statements for this entity are included herein. On January 27,
2008, we sold our ownership interest in IC-BH to the
ISLE.
|
(2)
|
On
June 14, 2007, we sold our ownership interest to two of our
partners.
|
(3)
|
Effective
November 25, 2008, we sold our 40% interest for $16 million cash and a $4
million receivable to our partner and related
parties.
|
(4)
|
This
asset was sold as of January 8, 2008 to our
partner.
|
(5)
|
Investment
in RCI was reduced to zero in fiscal year 2000. This asset was
held for sale as of April 27, 2008. We increased our ownership
from 34% to 56% effective May 16, 2008. The primary asset owned
by RCI was sold on July 31, 2008. RCI was dissolved in
February, 2009.
|
Net Ownership Interest
|
Capitalized Development Costs
|
|||||||||||||||
Development Projects:
|
April 30,
2009 |
April 27,
2008 |
April 30,
2009 |
April 27,
2008 |
||||||||||||
(Percent)
|
||||||||||||||||
Gold
Mountain Development, L.L.C. (1)
|
100 | 100 | $ | 3,437,932 | $ | 3,437,932 | ||||||||||
NG
Washington, LLC (2)
|
100 | - | 617,071 | - | ||||||||||||
Nevada
Gold Vicksburg, LLC (3)
|
100 | 100 | - | 2,191,899 | ||||||||||||
Other
(4)
|
128,953 | 215,663 | ||||||||||||||
Total
investments– development projects
|
$ | 4,183,956 | $ | 5,845,494 |
|
(1)
|
Acquisition
and development costs incurred for 270 acres of real property in the
vicinity of Black Hawk,
Colorado.
|
|
(2)
|
Refundable
deposits and license costs incurred for three mini casinos in Washington
State.
|
|
(3)
|
Deposit
and acquisition costs related to acquisition of Horizon Casino/Hotel in
Vicksburg, Mississippi.
|
|
(4)
|
Development
cost incurred for other development
projects.
|
Period Ended
|
||||
January 27, 2008
|
||||
(in thousands)
|
||||
Total
Assets
|
$ | 280,807 | ||
Total
Liabilities
|
212,090 | |||
Gross
Revenue
|
$ | 141,685 | ||
Total
Expenses
|
131,353 | |||
Income
tax benefit
|
988 | |||
Net
income
|
$ | 11,320 |
April 30,
|
April 27,
|
|||||||
2009
|
2008
|
|||||||
$15.55
million Promissory Note, 10%, maturing June 2013
|
$ | 6,000,000 | $ | 15,550,000 | ||||
Total
|
6,000,000 | 15,550,000 | ||||||
Less:
current maturities
|
- | - | ||||||
Long-term
debt, less current maturities
|
$ | 6,000,000 | $ | 15,550,000 |
Fiscal Year Ending
|
||||
2010
|
$ | - | ||
2011
|
- | |||
2012 | - | |||
2013 | - | |||
2014 | 6,000,000 | |||
$ | 6,000,000 |
April 30, 2009
|
April 27, 2008
|
|||||||
(Restated)
|
||||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carryforwards
|
$ | 39,746 | $ | 23,325 | ||||
Fixed
assets
|
583,401 | 600,442 | ||||||
Stock
options
|
304,927 | 236,249 | ||||||
Impairment
of note receivable and accrued interest
|
552,917 | 881,778 | ||||||
Total
deferred tax assets
|
1,480,991 | 1,741,794 | ||||||
Deferred
tax liabilities:
|
||||||||
Equity
in allocated earnings of equity investments
|
- | (81,090 | ) | |||||
Revenue
not recognized for tax reporting and other
|
(881,194 | ) | (774,978 | ) | ||||
Total
deferred tax liabilities
|
(881,194 | ) | (856,068 | ) | ||||
Net
deferred tax assets before valuation allowance
|
599,797 | 885,726 | ||||||
Valuation
allowance
|
- | - | ||||||
Net
deferred tax assets
|
$ | 599,797 | $ | 885,726 |
Years Ended
|
||||||||||||||||
April 30, 2009
|
April 27, 2008
(Restated)
|
|||||||||||||||
Percent
|
Dollars
|
Percent
|
Dollars
|
|||||||||||||
Income
tax expense (benefit) at statutory federal rate
|
34.0 | $ | (2,096,903 | ) | 35.0 | $ | 11,120,003 | |||||||||
State
taxes
|
0.8 | (49,038 | ) | 2.0 | 624,000 | |||||||||||
Permanent
differences:
|
||||||||||||||||
Taxable
Distribution of Route 66 earnings
|
— | - | — | — | ||||||||||||
Tax
credit carryforwards
|
— | — | (0.9 | ) | (275,530 | ) | ||||||||||
Return
to provision (permanent true-up)
|
— | — | — | — | ||||||||||||
Current
tax true-up
|
— | — | — | — | ||||||||||||
Change
in valuation allowance and other
|
(2.7 | ) | 166,716 | (7.6 | ) | (2,404,837 | ) | |||||||||
Effective
income tax rate
|
32.1 | $ | (1,979,225 | ) | 28.5 | $ | 9,063,636 |
|
·
|
Stock
Options including Incentive Stock Options
(“ISO”)
|
|
·
|
Options
not intended to qualify as ISO’s
|
|
·
|
Stock
Appreciation Rights
|
|
·
|
Restricted
Stock Grants.
|
Average
|
Remaining
|
Aggregate
|
||||||||||||||
Exercise
|
Contractual
|
Intrinsic
|
||||||||||||||
Shares
|
Price
|
Term (Year)
|
Value
|
|||||||||||||
Outstanding
at April 29, 2007
|
880,000 | $ | 8.50 | |||||||||||||
Granted
|
955,000 | 1.56 | ||||||||||||||
Exercised
|
- | |||||||||||||||
Forfeited
or expired
|
(501,000 | ) | 7.45 | |||||||||||||
Outstanding
at April 27, 2008
|
1,334,000 | $ | 3.93 | 4.20 | $ | - | ||||||||||
Exercisable
at April 27, 2008
|
637,330 | $ | 6.25 | 3.54 | $ | - | ||||||||||
Outstanding
at April 27, 2008
|
1,334,000 | $ | 3.93 | |||||||||||||
Granted
|
30,000 | 0.78 | ||||||||||||||
Exercised
|
- | |||||||||||||||
Forfeited
or expired
|
(228,000 | ) | 10.45 | |||||||||||||
Outstanding
at April 30, 2009
|
1,136,000 | $ | 2.54 | 3.86 | $ | - | ||||||||||
Exercisable
at April 30, 2009
|
765,992 | $ | 2.96 | 4.15 | $ | - |
Year Ended
|
Year Ended
|
|||||||
April 30, 2009
|
April 27, 2008
|
|||||||
Expected
volatility
|
127.8 | % | 84.2 | % | ||||
Expected
term (years)
|
2.50 | 2.50 | ||||||
Expected
dividend yield
|
- | - | ||||||
Risk-free
interest rate
|
1.40 | % | 3.43 | % | ||||
Forfeiture
rate
|
- | - |
Weighted
|
||||||||||||||||
Average
|
||||||||||||||||
Weighted
|
Remaining
|
|||||||||||||||
Options
|
Options
|
Average
|
Contractual
|
|||||||||||||
Grant Date
|
Outstanding
|
Exercisable
|
Exercise Price
|
Life (Years)
|
||||||||||||
September
2004
|
70,000 | 70,000 | $ | 11.40 | 0.4 | |||||||||||
October
2006
|
100,000 | 100,000 | $ | 4.87 | 7.5 | |||||||||||
December
2006
|
26,000 | 26,000 | $ | 3.79 | 7.5 | |||||||||||
January
2007
|
30,000 | 30,000 | $ | 3.24 | 7.7 | |||||||||||
July
2007
|
200,000 | 50,000 | $ | 2.01 | 3.2 | |||||||||||
August
2007
|
360,000 | 239,998 | $ | 1.65 | 3.3 | |||||||||||
October
2007
|
25,000 | 25,000 | $ | 1.35 | 3.5 | |||||||||||
January
2008
|
225,000 | 150,000 | $ | 1.20 | 3.7 | |||||||||||
April 2008
|
70,000 | 46,666 | $ | 1.14 | 4.0 | |||||||||||
May
2008
|
5,000 | 3,328 | $ | 1.14 | 4.0 | |||||||||||
April
2009
|
25,000 | 25,000 | $ | .71 | 5.0 | |||||||||||
Total
|
1,136,000 | 765,992 | $ | 2.96 | 4.2 |
Fiscal Year Ended
|
||||||||
April 30,
2009
|
April 27,
2008
|
|||||||
(Restated)
|
||||||||
Numerator:
|
||||||||
Basic:
|
||||||||
Net
income (loss) available to common stockholders
|
$ | (4,188,136 | ) | $ | 22,707,802 | |||
Diluted:
|
||||||||
Net
income (loss) available to common stockholders
|
$ | (4,188,136 | ) | $ | 22,707,802 | |||
Denominator:
|
||||||||
Basic
weighted average number of common shares
|
||||||||
outstanding
|
12,939,130 | 12,939,130 | ||||||
Dilutive
effect of common stock options and warrants
|
6,021 | |||||||
Diluted
weighted average number of common shares
|
||||||||
outstanding
|
12,939,130 | 12,945,151 | ||||||
Earnings
(loss) per share:
|
||||||||
Net
income (loss) per common share – basic
|
$ | (.32 | ) | $ | 1.75 | |||
Net
income (loss) per common share - diluted
|
$ | (.32 | ) | $ | 1.75 |
April 30,
2009
|
April 27,
2008
|
|||||||
Accrued
interest receivable
|
$ | 167,731 | $ | 4,904,564 | ||||
American
Heritage Receivable
|
1,597,183 | 1,597,183 | ||||||
BVO
Receivable
|
4,000,000 | — | ||||||
Deferred
loan issue cost, net
|
150,306 | 278,570 | ||||||
Other
assets
|
$ | 5,915,220 | $ | 6,780,317 |
As of and for the Fiscal Year Ended
April 30, 2009
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Gross
revenues
|
$ | 7,294,763 | $ | — | $ | 7,294,763 | ||||||
Segment
loss
|
(6,150,243 | ) | (17,118 | ) | (6,167,361 | ) | ||||||
Segment
assets
|
16,153,018 | 3,595,258 | 19,748,276 | |||||||||
Depreciation
and amortization
|
622,290 | 5,328 | 627,618 | |||||||||
Additions
to property and equipment
|
379,296 | — | 379,296 | |||||||||
Interest
expense
|
1,307,296 | — | 1,307,296 | |||||||||
Interest
income
|
975,490 | — | 975,490 | |||||||||
Income
tax benefit
|
(1,973,731 | ) | (5,494 | ) | (1,979,225 | ) | ||||||
Loss
from Buena Vista Development, L.L.C.
|
(7,863 | ) | — | (7,863 | ) |
As of and for the Fiscal Year Ended
April 27, 2008
(Restated)
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Gross
revenues
|
$ | 8,158,647 | $ | 33,805 | $ | 8,192,452 | ||||||
Segment
profit (loss)
|
31,883,391 | (111,953 | ) | 31,771,438 | ||||||||
Segment
assets
|
35,142,093 | 3,733,503 | 38,875,596 | |||||||||
Equity
investment:
|
||||||||||||
Buena
Vista Development Company, L.L.C.
|
154,969 | — | 154,969 | |||||||||
Depreciation
and amortization
|
735,684 | 8,099 | 743,783 | |||||||||
Additions
to property and equipment
|
222,524 | — | 222,524 | |||||||||
Interest
expense
|
4,628,881 | — | 4,628,881 | |||||||||
Interest
income
|
2,007,898 | — | 2,007,898 | |||||||||
Income
tax expense (benefit)
|
9,095,574 | (31,938 | ) | 9,063,636 | ||||||||
Earnings
from Isle of Capri-Black Hawk, L.L.C.
|
4,860,613 | — | 4,860,613 | |||||||||
Loss
from American Racing and Entertainment, L.L.C.
|
(840,368 | ) | — | (840,368 | ) | |||||||
Loss
from Buena Vista Development, L.L.C.
|
(16,200 | ) | — | (16,200 | ) | |||||||
Earnings
from Sunrise Land and Mineral Corporation
|
— | 51,401 | 51,401 |
April 30,
|
April 27,
|
|||||||
2009
|
2008
|
|||||||
(Restated)
|
||||||||
Total
assets for reportable segments
|
$ | 19,748,276 | $ | 38,875,596 | ||||
Cash
not allocated to segments
|
19,834,544 | 14,410,313 | ||||||
Notes
receivable not allocated to segments
|
— | 5,721,066 | ||||||
Other
assets not allocated to segments
|
2,472,166 | 885,726 | ||||||
Total
assets
|
$ | 42,054,986 | $ | 59,892,701 |
Fiscal Years
|
Corporate
Office
Lease Payment
|
Colorado
Grande Building
Lease Payment
|
Total
Lease Payment
|
|||||||||
2010
|
$ | 103,921 | $ | 386,250 | $ | 490,171 | ||||||
2011
|
103,921 | 400,000 | 503,921 | |||||||||
2012
|
— | 400,000 | 400,000 | |||||||||
2013
|
— | 400,000 | 400,000 | |||||||||
2014
|
— | 400,000 | 400,000 | |||||||||
Thereafter
|
— | 7,500,000 | 7,500,000 | |||||||||
$ | 207,842 | $ | 9,486,250 | $ | 9,694,092 |
|
1.
|
The
AHI Parties shall pay $1.0 million to the Company on May 1,
2008;
|
|
2.
|
The
AHI Parties shall pay $1.3 million to the Company on May 31,
2008;
|
|
3.
|
The
AHI Parties shall pay $2.3 million to the Company no later than April 15,
2010.
|
Earnings
|
Income
|
Net income
|
Diluted
|
|||||||||||||||||
(loss) from
|
(loss) before
|
(loss) applicable
|
earnings (loss)
|
|||||||||||||||||
unconsolidated
|
tax benefit
|
to common
|
per common
|
|||||||||||||||||
Net revenues
|
affiliates
|
(expense)
|
stockholders
|
share (b)
|
||||||||||||||||
Consolidated Statements of Operations:
|
(in thousands, except per share amounts)
|
|||||||||||||||||||
Fiscal
Year ended April 30, 2009
|
||||||||||||||||||||
Quarter
ended July 31, 2008
|
$ | 1,620 | $ | (4 | ) | $ | (1,331 | ) | $ | (826 | ) | $ | (0.06 | ) | ||||||
Quarter
ended October 31, 2008
|
1,498 | (4 | ) | (2,377 | )(a) | (1,621 | ) | (0.13 | ) | |||||||||||
Quarter
ended January 31, 2009
|
1,370 | - | (707 | ) | (467 | ) | (0.04 | ) | ||||||||||||
Quarter
ended April 30, 2009
|
1,380 | - | (1,752 | ) | (1,274 | ) | (0.09 | ) | ||||||||||||
Fiscal
Year ended April 27, 2008
|
||||||||||||||||||||
Quarter
ended July 29, 2007
|
$ | 1,980 | $ | 1,190 | $ | 580 | $ | 542 | $ | 0.04 | ||||||||||
Quarter
ended October 28, 2007
|
1,864 | 1,954 | (604 | ) | (604 | ) | (0.05 | ) | ||||||||||||
Quarter
ended January 27, 2008
|
1,412 | 918 | 35,157 | (c) | 25,911 | 2.00 | ||||||||||||||
Quarter
ended April 27, 2008 (Restated)
|
1,477 | (7 | ) | (3,362 | ) | (3,142 | ) | (0.24 | ) |
Nevada Gold
As reported in
Form 10-K
|
Washington
Casinos
reported at
April 30, 2009
|
Pro-forma
Adjustments
|
Pro-forma
Balance
Sheet
|
|||||||||||||
(unaudited)
|
||||||||||||||||
ASSETS
|
||||||||||||||||
Current
assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 13,834,544 | $ | 1,378,208 | $ | (12,234,579 | ) | $ | 2,978,173 | |||||||
Restricted
cash
|
6,000,000 | 6,000,000 | ||||||||||||||
Accounts
receivable
|
12,342 | 12,342 | ||||||||||||||
Prepaid
expenses
|
235,847 | 235,847 | ||||||||||||||
Income
tax receivable
|
1,872,369 | (558,248 | ) | 1,314,121 | ||||||||||||
Notes
receivable, current portion
|
1,100,000 | 1,100,000 | ||||||||||||||
Other
current assets
|
46,444 | 124,262 | 170,706 | |||||||||||||
Total
current assets
|
23,101,546 | 1,502,470 | (12,792,827 | ) | 11,811,189 | |||||||||||
Investments
in development projects
|
746,024 | (672,507 | ) | 73,517 | ||||||||||||
Investments
in development projects held for sale
|
3,437,932 | 3,437,932 | ||||||||||||||
Notes
receivable - development projects, net of current portion
|
1,700,000 | 1,700,000 | ||||||||||||||
Goodwill
|
5,462,918 | 10,065,422 | 15,528,340 | |||||||||||||
Property
and equipment, net of accumulated depreciation
|
||||||||||||||||
of
$3,966,635 at April 30, 2009
|
1,091,549 | 1,838,842 | 200,261 | 3,130,652 | ||||||||||||
Intangible
assets, net of accumulated amortization of
|
||||||||||||||||
of
$233,333 at April 30, 2009
|
3,266,667 | 3,266,667 | ||||||||||||||
Deferred
tax asset
|
599,797 | 599,797 | ||||||||||||||
Other
assets
|
5,915,220 | 33,726 | 486,191 | 6,435,137 | ||||||||||||
Total
assets
|
$ | 42,054,986 | $ | 3,375,038 | $ | 553,207 | $ | 45,983,231 | ||||||||
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
||||||||||||||||
Current
liabilities:
|
||||||||||||||||
Accounts
payable and accrued liabilities
|
$ | 846,062 | $ | 501,201 | $ | 39,642 | $ | 1,386,905 | ||||||||
Other
accrued liabilities
|
197,833 | 171,341 | 369,174 | |||||||||||||
Long-term
debt, current portion
|
||||||||||||||||
Total
current liabilities
|
1,043,895 | 672,542 | 39,642 | 1,756,079 | ||||||||||||
Long-term
debt, net of current portion and discount
|
6,000,000 | 541,660 | 4,000,000 | 10,541,660 | ||||||||||||
Other
liabilities
|
44,487 | 44,487 | ||||||||||||||
Total
liabilities
|
7,088,382 | 1,214,202 | 4,039,642 | 12,342,226 | ||||||||||||
Commitments
and contingencies
|
||||||||||||||||
Stockholders'
equity:
|
||||||||||||||||
Common
stock, $0.12 par value per share; 50,000,000 shares authorized; 13,935,330
shares issued and 12,939,130 shares outstanding at April 30,
2009
|
1,672,240 | 30 | (30 | ) | 1,672,240 | |||||||||||
Capital
stock
|
50,000 | (50,000 | ) | |||||||||||||
Paid-in
capital
|
713,652 | (713,652 | ) | |||||||||||||
Additional
paid-in capital
|
19,297,560 | 252,414 | (252,414 | ) | 19,297,560 | |||||||||||
Retained
earnings
|
24,213,754 | 4,070,836 | (5,396,435 | ) | 22,888,155 | |||||||||||
Dividends
Paid
|
(2,926,096 | ) | 2,926,096 | |||||||||||||
Treasury
stock, 996,200 shares at April 30, 2009, at cost
|
(10,216,950 | ) | (10,216,950 | ) | ||||||||||||
Accumulated
other comprehensive income
|
||||||||||||||||
Total
stockholders' equity
|
34,966,604 | 2,160,836 | (3,486,435 | ) | 33,641,005 | |||||||||||
Total
liabilities and stockholders' equity
|
$ | 42,054,986 | $ | 3,375,038 | $ | 553,207 | $ | 45,983,231 |
Nevada Gold
As reported in
Form 10-K
|
Washington
Casinos
reported at
April 30, 2009
|
Pro-forma
Adjustments
|
Pro-forma
Stmt
of Operations
|
|||||||||||||
(unaudited)
|
|
|||||||||||||||
Revenues:
|
||||||||||||||||
Casino
|
$ | 5,356,885 | $ | 14,054,949 | $ | $ | 19,411,834 | |||||||||
Food
and beverage
|
1,395,130 | 3,312,588 | 4,707,718 | |||||||||||||
Other
|
49,366 | 399,874 | 449,240 | |||||||||||||
Management
fees
|
493,382 | 278,068 | 771,450 | |||||||||||||
Gross
revenues
|
7,294,763 | 18,045,479 | 25,340,242 | |||||||||||||
Less
promotional allowances
|
(1,426,511 | ) | (1,373,483 | ) | (2,799,994 | ) | ||||||||||
Net
revenues
|
5,868,252 | 16,671,996 | 22,540,248 | |||||||||||||
Operating
expenses:
|
||||||||||||||||
Casino
|
1,750,014 | 11,140,526 | 12,890,540 | |||||||||||||
Food
and beverage
|
614,779 | 1,584,949 | 2,199,728 | |||||||||||||
Marketing
and administrative
|
2,485,881 | 768,153 | 3,254,034 | |||||||||||||
Facility
|
362,009 | 218,696 | 580,705 | |||||||||||||
Corporate
expense
|
4,366,670 | 349,405 | 4,716,075 | |||||||||||||
Legal
expenses
|
403,694 | 403,694 | ||||||||||||||
Depreciation
and amortization
|
627,618 | 160,530 | 369,232 | 1,157,380 | ||||||||||||
Write-off
of project development cost
|
1,215,383 | 1,215,383 | ||||||||||||||
Other
|
145,018 | 145,018 | ||||||||||||||
Total
operating expenses
|
11,971,066 | 14,222,259 | 369,232 | 26,562,557 | ||||||||||||
Operating
income (loss)
|
(6,102,814 | ) | 2,449,737 | (369,232 | ) | (4,022,309 | ) | |||||||||
Non-operating
income (expenses):
|
||||||||||||||||
Earnings
(loss) from unconsolidated affiliates
|
(7,863 | ) | (7,863 | ) | ||||||||||||
Gain
on sale of equity investees
|
403,388 | 403,388 | ||||||||||||||
Interest
income
|
975,490 | 17,939 | (118,119 | ) | 875,310 | |||||||||||
Interest
expense
|
(1,307,296 | ) | (55,493 | ) | (280,000 | ) | (1,642,789 | ) | ||||||||
Amortization
of loan issue costs
|
(128,266 | ) | (2,927 | ) | (131,193 | ) | ||||||||||
Income
(loss) before income tax expense
|
(6,167,361 | ) | 2,409,256 | (767,351 | ) | (4,525,456 | ) | |||||||||
Income
tax expense (benefit)
|
||||||||||||||||
Current
|
(2,265,155 | ) | 558,248 | (1,706,907 | ) | |||||||||||
Deferred
and change in valuation allowance
|
285,930 | 285,930 | ||||||||||||||
Total
income tax expense (benefit)
|
(1,979,225 | ) | 558,248 | (1,420,977 | ) | |||||||||||
Net
income (loss)
|
$ | (4,188,136 | ) | $ | 2,409,256 | $ | (1,325,599 | ) | $ | (3,104,479 | ) | |||||
Per
share information:
|
||||||||||||||||
Net
income (loss) per common share - basic
|
$ | (0.32 | ) | $ | 0.19 | $ | (0.10 | ) | $ | (0.24 | ) | |||||
Net
income (loss) per common share - diluted
|
$ | (0.32 | ) | $ | 0.19 | $ | (0.10 | ) | $ | (0.24 | ) | |||||
Basic
weighted average number of shares outstanding
|
12,939,130 | 12,939,130 | 12,939,130 | 12,939,130 | ||||||||||||
Diluted
weighted average number of shares outstanding
|
12,939,130 | 12,939,130 | 12,939,130 | 12,939,130 |
Debit
|
Credit
|
|||||||
Interest
income
|
118,362 | |||||||
Cash
|
118,362 | |||||||
To
reduce interest income for use of cash to purchase casinos
|
||||||||
Interest
expense
|
280,000 | |||||||
Cash
|
280,000 | |||||||
To
account for interest on Seller $4 million Note at 7% simple interest
rate
|
||||||||
Amortization
of intangible assets expense
|
233,333 | |||||||
Accumulated
amortization of intangible assets
|
233,333 | |||||||
To
amortize $3.5 million of intangible assets over 15 years
|
||||||||
Depreciation
expense
|
52,565 | |||||||
Accumulated
depreciation
|
52,565 | |||||||
To
depreciate stepped up basis of $252,826 fixed assets over 5
years
|
||||||||
Depreciation
expense
|
83,333 | |||||||
Accumulated
depreciation
|
83,333 | |||||||
To
depreciate stepped up basis of $250,000 other assets over 3
years
|
||||||||
Cash
|
243 | |||||||
Interest
income
|
243 | |||||||
To
account for interest on $500,000 deposit made to acquire
casinos
|
||||||||
Income
tax expense-current
|
819,147 | |||||||
Income
tax receivable
|
819,147 | |||||||
To
account for federal income tax at 34% of acquired casinos
|
||||||||
Income
tax receivable
|
260,899 | |||||||
Income
tax expense-current
|
260,899 |
Goodwill
|
10,065,422 | |||||||
Property,
plant & equipment
|
252,826 | |||||||
Intangible
assets
|
3,500,000 | |||||||
Other
assets
|
569,525 | |||||||
Common
stock
|
30 | |||||||
Capital
stock
|
50,000 | |||||||
Paid-in-capital
|
713,652 | |||||||
Additional
paid-in-capital
|
252,414 | |||||||
Retained
earnings
|
4,070,836 | |||||||
Cash
|
11,836,460 | |||||||
Investment
in development projects
|
672,507 | |||||||
Accounts
payable
|
39,642 | |||||||
Long-term
debt
|
4,000,000 | |||||||
Dividends
paid
|
2,926,096 |
Year ended April 27, 2008
|
||||||||||||
Originally
|
||||||||||||
Reported
|
Adjustment
|
As Restated
|
||||||||||
Deferred
tax benefit
|
$ | (1,885,726 | ) | $ | 1,000,000 | $ | (885,726 | ) | ||||
Net
income
|
23,707,802 | (1,000,000 | ) | 22,707,802 | ||||||||
Earnings
per share - basic
|
1.83 | 0.08 | 1.75 | |||||||||
Earnings
per share - diluted
|
1.83 | 0.08 | 1.75 |
April 27, 2008
|
||||||||||||
Originally
|
||||||||||||
Reported
|
Adjustment
|
As Restated
|
||||||||||
Deferred
tax assets
|
$ | 1,885,726 | $ | (1,000,000 | ) | $ | 885,726 | |||||
Retained
earnings
|
29,401,890 | (1,000,000 | ) | 28,401,890 |
Report
of Independent Auditors
|
58 | ||
Consolidated
Financial Statements
|
|||
Consolidated
Balance Sheet, January 27, 2008
|
59 | ||
Consolidated
Statement of Income, Nine Months Ended January 27, 2008
|
60 | ||
Consolidated
Statement of Members’ Equity, Nine Months Ended January 27,
2008
|
61 | ||
Consolidated
Statement of Cash Flows, Nine Months Ended January 27,
2008
|
62 | ||
Notes
to Consolidated Financial Statements
|
63 |
January 27, 2008
|
||||
Assets
|
||||
Current
assets:
|
||||
Cash
and cash equivalents
|
$ | 13,691 | ||
Accounts
receivable - trade, net
|
358 | |||
Accounts
receivable - member
|
41 | |||
Deferred
income taxes
|
209 | |||
Inventories
|
1,234 | |||
Note
receivable - member
|
- | |||
Prepaid
expenses and other
|
1,796 | |||
Total
current assets
|
17,329 | |||
Property
and equipment, net
|
227,558 | |||
Other
assets:
|
||||
Goodwill
|
14,665 | |||
Other
intangible assets
|
12,200 | |||
Deferred
financing costs, net of accumulated amortization of $725 and
$437
|
1,615 | |||
Prepaid
deposits and other
|
337 | |||
Deferred
income taxes
|
7,103 | |||
Total
assets
|
$ | 280,807 | ||
Liabilities and members'
equity
|
||||
Current
liabilities:
|
||||
Current
maturities of long-term debt
|
$ | 2,037 | ||
Accounts
payable - trade
|
1,661 | |||
Accounts
payable - member
|
10,285 | |||
Accrued
liabilities:
|
||||
Interest
|
1,162 | |||
Payroll
and related expenses
|
3,819 | |||
Property,
gaming and other taxes
|
5,644 | |||
Progressive
jackpot and slot club awards
|
2,034 | |||
Other
|
407 | |||
Total
current liabilities
|
27,049 | |||
Long-term
debt, less current maturities
|
183,970 | |||
Other
long-term liabilities
|
1,071 | |||
Members'
equity:
|
||||
Casino
America of Colorado, Inc.
|
38,555 | |||
Blackhawk
Gold, Ltd.
|
30,162 | |||
Accumulated
other comprehensive loss
|
- | |||
Total
members' equity
|
68,717 | |||
Total
liabilities and members' equity
|
$ | 280,807 |
Nine Months
|
||||
Ended
|
||||
January 27, 2008
|
||||
Revenues:
|
||||
Casino
|
$ | 120,453 | ||
Rooms
|
7,349 | |||
Food,
beverage and other
|
13,883 | |||
Gross
revenues
|
141,685 | |||
Less
promotional allowances
|
29,090 | |||
Net
revenues
|
112,595 | |||
Operating
expenses:
|
||||
Casino
|
15,964 | |||
Gaming
taxes
|
23,336 | |||
Rooms
|
1,448 | |||
Food,
beverage and other
|
2,350 | |||
Facilities
|
5,514 | |||
Marketing
and administrative
|
25,026 | |||
Management
fees
|
5,199 | |||
Depreciation
|
11,965 | |||
Total
operating expenses
|
90,802 | |||
Operating
income
|
21,793 | |||
Interest
expense
|
(10,958 | ) | ||
Interest
income
|
41 | |||
Other
income (expense)
|
(544 | ) | ||
Loss
on early extinguishment of debt
|
- | |||
Income
from continuing operations before income tax
|
10,332 | |||
Income
tax benefit
|
988 | |||
Income
from continuing operations
|
11,320 | |||
Loss
from discontinued operations
|
- | |||
Net
income
|
$ | 11,320 |
Accumulated
|
||||||||||||||||
Other
|
Total
|
|||||||||||||||
Casino America
|
Blackhawk
|
Comprehensive
|
Members'
|
|||||||||||||
of Colorado, Inc.
|
Gold, Ltd.
|
Loss (Income)
|
Equity
|
|||||||||||||
Balance,
April 29, 2007
|
35,382 | 27,849 | (22 | ) | 63,209 | |||||||||||
Net
income
|
6,452 | 4,868 | 11,320 | |||||||||||||
Reclassification
of unrealized loss on interest rate swap contract
|
- | - | 22 | 22 | ||||||||||||
Comprehensive
income
|
11,342 | |||||||||||||||
Stock
compensation expense
|
109 | - | - | 109 | ||||||||||||
Members'
distributions
|
(3,388 | ) | (2,555 | ) | - | (5,943 | ) | |||||||||
Balance,
January 27, 2008
|
$ | 38,555 | $ | 30,162 | $ | - | $ | 68,717 |
Nine Months Ended
|
||||
January 27, 2008
|
||||
Operating
activities:
|
||||
Net
income
|
$ | 11,320 | ||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||
Depreciation
|
11,965 | |||
Amortization
of deferred financing costs
|
288 | |||
Gain
on disposal of assets
|
(91 | ) | ||
Deferred
income taxes
|
(982 | ) | ||
(Gain)
loss on derivative instruments
|
544 | |||
Stock
compensation expense
|
109 | |||
Loss
on early extinguishment of debt
|
- | |||
Changes
in operating assets and liabilities
|
||||
Accounts
receivable
|
135 | |||
Income
tax receivable
|
(988 | ) | ||
Prepaid
expenses and other assets
|
(1,245 | ) | ||
Accounts
payable and accrued liabilities
|
(303 | ) | ||
Net
cash provided by operating activities
|
20,752 | |||
Investing
activities:
|
||||
Purchases
of property and equipment, net
|
(6,661 | ) | ||
Increase
in restricted cash
|
- | |||
Net
cash used in investing activities
|
(6,661 | ) | ||
Financing
activities:
|
||||
Proceeds
from debt
|
- | |||
Proceeds
from line of credit
|
1,600 | |||
Principal
payments on debt
|
(1,491 | ) | ||
Principal
payments on line of credit
|
(18,000 | ) | ||
Intercompany
- member
|
7,891 | |||
Deferred
financing costs
|
(591 | ) | ||
Distributions
to members
|
(4,638 | ) | ||
Net
cash (used in) provided by financing activities
|
(15,229 | ) | ||
Net
decrease in cash and cash equivalents
|
(1,138 | ) | ||
Cash
and cash equivalents at beginning of year
|
14,829 | |||
Cash
and cash equivalents at end of year
|
$ | 13,691 | ||
Supplemental
disclosure of cash flow information:
|
||||
Cash
payments for interest
|
$ | 10,926 | ||
Cash
payments for income taxes, net of refunds
|
$ | - | ||
Supplemental
schedule of noncash investing and financing activities:
|
||||
Construction
costs funded through accounts payable
|
$ | 1,972 | ||
Supplemental
schedule of noncash financing activities:
|
||||
Reduction
of note receivable - member in lieu of cash distribution
|
$ | 1,305 |
Years
|
|
Slot
machines, software and computers
|
3-5
|
Furniture,
fixtures and equipment
|
5-10
|
Leasehold
improvements
|
Lesser
of life of lease or estimated useful life
|
Buildings
and improvements
|
7-39.5
|
Nine Months Ended
|
Fiscal Year Ended
|
|||||||||||
January 27, 2008
|
April 29, 2007
|
April 30, 2006
|
||||||||||
Rooms
|
$ | 1,347 | $ | 2,507 | $ | 1,813 | ||||||
Food
and beverage
|
8,098 | 11,317 | 11,350 | |||||||||
Other
|
227 | 458 | 388 | |||||||||
Total
cost of complimentary services
|
$ | 9,672 | $ | 14,282 | $ | 13,551 |
January 27, 2008
|
||||
Land
and land improvements
|
$ | 45,026 | ||
Buildings
and improvements
|
193,053 | |||
Furniture,
fixtures and equipment
|
58,555 | |||
Construction
in progress
|
2,497 | |||
Total
property and equipment
|
299,131 | |||
Less
accumulated depreciation
|
71,573 | |||
Property
and equipment, net
|
$ | 227,558 |
January 27,
|
||||
2008
|
||||
Senior
Secured Credit Facility:
|
||||
Variable
rate term loan Tranche C
|
$ | 185,725 | ||
Revolver
|
- | |||
Black
Hawk Business Improvement Special Assessment
|
||||
Bonds
District (BID Bonds)
|
282 | |||
186,007 | ||||
Less
current maturities
|
2,037 | |||
Long-term
debt
|
$ | 183,970 |
Twelve Months Ending,
January
|
||||
2009
|
$ | 2,037 | ||
2010
|
2,045 | |||
2011
|
46,550 | |||
2012
|
135,375 | |||
2013
|
- | |||
Thereafter
|
- | |||
Total
|
$ | 186,007 |
Fiscal Year Ended
|
||||||||||||
January 27, 2008
|
April 29, 2007
|
April 30, 2006
|
||||||||||
Current
|
$ | - | $ | - | $ | (138 | ) | |||||
Deferred
|
(988 | ) | (2,333 | ) | (1,075 | ) | ||||||
$ | (988 | ) | $ | (2,333 | ) | $ | (1,213 | ) |
Fiscal Year Ended
|
||||||||||||
January 27, 2008
|
April 29, 2007
|
April 30, 2006
|
||||||||||
Statutory
tax(benefit) provision
|
$ | (903 | ) | $ | (2,141 | ) | $ | (1,118 | ) | |||
Effect
of:
|
||||||||||||
State
taxes
|
(79 | ) | (183 | ) | (95 | ) | ||||||
Other:
|
||||||||||||
Permanent
differences
|
2 | 18 | - | |||||||||
Credits
|
(8 | ) | (25 | ) | 6 | |||||||
Other
|
- | (2 | ) | (6 | ) | |||||||
Income
tax benefit (provision) from continuing operations
|
$ | (988 | ) | $ | (2,333 | ) | $ | (1,213 | ) |
Fiscal Year Ended
|
||||||||
January 27, 2008
|
April 29, 2007
|
|||||||
Deferred
tax assets:
|
||||||||
Accrued
expenses
|
$ | 634 | $ | 656 | ||||
Net
operating losses
|
9,094 | 7,866 | ||||||
Capital
loss carryforward
|
1,576 | 1,576 | ||||||
Other
|
130 | 114 | ||||||
Subtotal
|
11,434 | 10,212 | ||||||
Valuation
allowance
|
(1,576 | ) | (1,576 | ) | ||||
Total
deferred tax assets
|
9,858 | 8,636 | ||||||
Deferred
tax liabilities:
|
||||||||
Property
and equipment
|
2,514 | 2,284 | ||||||
Other
|
32 | 22 | ||||||
Total
deferred tax liabilities
|
2,546 | 2,306 | ||||||
Net
deferred tax asset
|
$ | 7,312 | $ | 6,330 | ||||
Net
current deferred tax asset
|
$ | 209 | $ | 295 | ||||
Net
non-current deferred tax asset
|
7,103 | 6,035 | ||||||
Net
deferred tax asset
|
$ | 7,312 | $ | 6,330 |
For
the Nine Months Ending January 27, 2008
|
||||
2009
|
$ | 2,578 | ||
2010
|
2,484 | |||
2011
|
2,504 | |||
2012
|
2,560 | |||
2013
|
2,619 | |||
Thereafter
|
132,874 | |||
Total
minimum lease payments
|
$ | 145,619 |