x
|
Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
¨
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Nevada
|
88-0142032
|
|
(State
or other jurisdiction of Incorporation or organization)
|
(IRS
Employer Identification No.)
|
50
Briar Hollow
|
|
Suite
500W
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|
Houston,
Texas
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77027
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(Address
of principal executive offices)
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(Zip
Code)
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Issuer’s
telephone number:
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(713)
621-2245
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Page
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|||
PART I. FINANCIAL
INFORMATION
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|||
Item
1.
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Consolidated
Financial Statements
|
|
|
Consolidated
Balance Sheets - July 31, 2009 (unaudited) and April 30,
2009
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2
|
||
Consolidated
Statements of Operations - Three Months Ended July 31, 2009 (unaudited)
and July 31, 2008 (unaudited)
|
3
|
||
Consolidated
Statements of Cash Flows - Three Months Ended July 31, 2009 (unaudited)
and July 31, 2008 (unaudited)
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4
|
||
Notes
to Consolidated Financial Statements
|
5
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||
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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13
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|
Item
3.
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Quantitative
and Qualitative Disclosures about Market Risk
|
15
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|
Item
4.
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Controls
and Procedures
|
15
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|
PART II. OTHER INFORMATION
|
|||
Item
1.
|
Legal
Proceedings
|
16
|
|
Item
1A.
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Risk
Factors
|
16
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
16
|
|
Item
3.
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Defaults
Upon Senior Securities
|
16
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|
Item
4.
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Submission
of Matters to a Vote of Security Holders
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16
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|
Item
5.
|
Other
Information
|
16
|
|
Item
6.
|
Exhibits
|
16
|
July
31,
|
April
30,
|
|||||||
2009
|
2009
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,652,917 | $ | 13,834,544 | ||||
Restricted
cash
|
6,000,000 | 6,000,000 | ||||||
Accounts
receivable
|
30,534 | 12,342 | ||||||
Prepaid
expenses
|
567,366 | 235,847 | ||||||
Income
tax receivable
|
2,170,781 | 1,872,369 | ||||||
Notes
receivable, current portion
|
- | 1,100,000 | ||||||
Other
current assets
|
188,445 | 46,444 | ||||||
Total
current assets
|
12,610,043 | 23,101,546 | ||||||
Investments
in development projects
|
125,844 | 746,024 | ||||||
Investments
in development projects held for sale
|
3,437,932 | 3,437,932 | ||||||
Notes
receivable - development projects, net of current
|
||||||||
portion
and allowances
|
1,700,000 | 1,700,000 | ||||||
Goodwill
|
8,776,185 | 5,462,918 | ||||||
Identifiable intangible assets | 9,763,000 | — | ||||||
Property
and equipment, net of accumulated depreciation
|
||||||||
of
$2,542,581 and $2,408,595 at July 31, 2009 and
|
||||||||
April
30, 2009, respectively
|
3,746,199 | 1,091,549 | ||||||
Deferred
tax asset
|
640,669 | 599,797 | ||||||
Other
assets
|
5,822,569 | 5,915,220 | ||||||
Total
assets
|
$ | 46,622,441 | $ | 42,054,986 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 1,281,390 | $ | 846,062 | ||||
Other
accrued liabilities
|
369,954 | 197,833 | ||||||
Total
current liabilities
|
1,651,344 | 1,043,895 | ||||||
Long-term
debt, net of current portion
|
10,000,000 | 6,000,000 | ||||||
Other
liabilities
|
190,162 | 44,487 | ||||||
Total
liabilities
|
11,841,506 | 7,088,382 | ||||||
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 July 31, 2009
|
||||||||
and
April 30, 2009, respectively
|
1,672,240 | 1,672,240 | ||||||
Additional
paid-in capital
|
19,812,600 | 19,297,560 | ||||||
Retained
earnings
|
23,513,045 | 24,213,754 | ||||||
Treasury
stock, 996,200 shares at July 31, 2009 and
|
||||||||
April
30, 2009, respectively, at cost
|
(10,216,950 | ) | (10,216,950 | ) | ||||
Total
stockholders' equity
|
34,780,935 | 34,966,604 | ||||||
Total
liabilities and stockholders' equity
|
$ | 46,622,441 | $ | 42,054,986 |
Three Months Ended
|
||||||||
July
31,
|
July
31,
|
|||||||
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Casino
|
$ | 4,185,063 | $ | 1,556,953 | ||||
Food
and beverage
|
1,113,766 | 446,725 | ||||||
Management
fees
|
250,000 | - | ||||||
Other
|
184,034 | 13,873 | ||||||
Gross
revenues
|
5,732,863 | 2,017,551 | ||||||
Less
promotional allowances
|
(675,644 | ) | (397,795 | ) | ||||
Net
revenues
|
5,057,219 | 1,619,756 | ||||||
Expenses:
|
||||||||
Casino
|
1,910,945 | 518,055 | ||||||
Food
and beverage
|
833,582 | 210,142 | ||||||
Marketing
and administrative
|
1,240,779 | 668,817 | ||||||
Facility
|
260,848 | 98,330 | ||||||
Corporate
expense
|
1,431,698 | 1,237,334 | ||||||
Legal
expense
|
64,293 | 51,724 | ||||||
Depreciation
and amortization
|
145,167 | 164,595 | ||||||
Other
|
83,220 | 33,115 | ||||||
Total
operating expenses
|
5,970,532 | 2,982,112 | ||||||
Operating
loss
|
(913,313 | ) | (1,362,356 | ) | ||||
Non-operating
income (expenses):
|
||||||||
Loss
from unconsolidated affiliates
|
- | (3,572 | ) | |||||
Loss
on sale of assets
|
- | (6,040 | ) | |||||
Interest
income
|
58,509 | 479,207 | ||||||
Interest
expense
|
(152,981 | ) | (406,393 | ) | ||||
Amortization
of loan issue costs
|
(32,209 | ) | (31,639 | ) | ||||
Loss
before income tax
benefit
|
(1,039,994 | ) | (1,330,793 | ) | ||||
Income
tax benefit
|
339,285 | 504,689 | ||||||
Net
loss
|
$ | (700,709 | ) | $ | (826,104 | ) | ||
Per
share information:
|
||||||||
Net
loss per common share - basic
|
$ | (0.05 | ) | $ | (0.06 | ) | ||
Net
loss per common share - diluted
|
$ | (0.05 | ) | $ | (0.06 | ) | ||
Basic
weighted average number of shares outstanding
|
12,939,130 | 12,939,130 | ||||||
Diluted
weighted average number of shares outstanding
|
12,939,130 | 12,939,130 |
Three Months Ended
|
||||||||
July
31,
|
July
31,
|
|||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (700,709 | ) | $ | (826,104 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
145,167 | 164,595 | ||||||
Stock-based
compensation
|
515,040 | 82,915 | ||||||
Amortization
of deferred loan issuance costs
|
32,209 | 31,639 | ||||||
Loss
from unconsolidated affiliates
|
- | 3,572 | ||||||
Loss
on sale of assets
|
- | 6,040 | ||||||
Deferred
income tax benefit
|
(40,873 | ) | (504,689 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Receivables
and other assets
|
(455,679 | ) | 2,047,632 | |||||
Accounts
payable and accrued liabilities
|
607,448 | (538,645 | ) | |||||
Net
cash provided by operating activities
|
102,603 | 466,955 | ||||||
Cash
flows from investing activities:
|
||||||||
Capitalized
development costs
|
(8,073 | ) | (140,442 | ) | ||||
Collections
on notes receivable
|
1,100,000 | 1,100,000 | ||||||
Purchase
of property and equipment
|
(11,521,832 | ) | (33,081 | ) | ||||
Maturity
of restricted cash
|
- | 14,000 | ||||||
Net
cash provided by (used in) investing activities
|
(10,429,905 | ) | 940,477 | |||||
Cash
flows from financing activities:
|
||||||||
Payments
on capital lease
|
(4,325 | ) | (2,872 | ) | ||||
Borrowings
on line of credit
|
150,000 | - | ||||||
Net
cash provided by (used in) financing activities
|
145,675 | (2,872 | ) | |||||
Net
increase (decrease) in cash and cash equivalents
|
(10,181,627 | ) | 1,404,560 | |||||
Cash
and cash equivalents at beginning of period
|
13,834,544 | 1,396,313 | ||||||
Cash
and cash equivalents at end of period
|
$ | 3,652,917 | $ | 2,800,873 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 151,233 | $ | 519,753 | ||||
Income
tax payments
|
$ | - | $ | - | ||||
Non-cash
investing and financing activities:
|
||||||||
Reclass
of other asset to assets held for sale
|
$ | - | $ | 4,601,104 | ||||
Non-cash
purchase of property and equipment
|
$ | 4,000,000 | $ | 64,050 |
Three Months Ended
|
||||||||
July 31,
2009
|
July 31,
2008
|
|||||||
Food
and beverage
|
$ | 199,278 | $ | 168,154 | ||||
Other
|
3,365 | 1,497 | ||||||
Total
cost of complimentary services
|
$ | 202,643 | $ | 169,651 |
Net
Ownership
|
Equity Loss
|
|||||||||||||||||||||||
Interest
|
Investment
|
Three Months Ended
|
||||||||||||||||||||||
July
31,
|
April
30,
|
July
31,
|
April
30,
|
July
31,
|
July
31,
|
|||||||||||||||||||
Unconsolidated
affiliates:
|
2009
|
2009
|
2009
|
2009
|
2009
|
2008
|
||||||||||||||||||
(Percent)
|
||||||||||||||||||||||||
Buena
Vista Development Company, LLC (1)
|
- | - | $ | - | $ | - | $ | - | $ | (3,572 | ) | |||||||||||||
Total
investments in unconsolidated affiliates
|
$ | - | $ | - | ||||||||||||||||||||
Total
loss from unconsolidated affiliates
|
$ | - | $ | (3,572 | ) |
(1)
|
This
asset was sold in December,
2008.
|
Net
Ownership
|
Capitalized
Development Costs
|
|||||||||||||||
Interest
|
Investment
|
|||||||||||||||
July
31,
|
April
30,
|
July
31,
|
April
30,
|
|||||||||||||
Development
Projects:
|
2009
|
2009
|
2009
|
2009
|
||||||||||||
(Percent)
|
||||||||||||||||
|
|
|
|
|||||||||||||
Gold
Mountain Development, L.L.C. (1)
|
100 | 100 | $ | 3,437,932 | $ | 3,437,932 | ||||||||||
Other
(2)
|
- | - | 125,844 | 746,024 | ||||||||||||
Total
investments– development projects
|
$ | 3,563,776 | $ | 4,183,956 |
(1)
|
Acquisition
and development costs incurred for 270 acres of real property in the
vicinity of Black Hawk, Colorado.
|
(2)
|
Development
cost incurred for other development
projects.
|
July
31,
|
April
30,
|
|||||||
2009
|
2009
|
|||||||
$6.0
million promissory note, 10% interest, maturing June 30,
2013
|
$ | 6,000,000 | $ | 6,000,000 | ||||
$4.0
million promissory note, 7% interest, maturing May 12,
2012
|
4,000,000 | - | ||||||
Total
|
10,000,000 | 6,000,000 | ||||||
Less:
current maturities
|
- | - | ||||||
Total
long-term financing obligations
|
$ | 10,000,000 | $ | 6,000,000 |
·
|
Stock
Options including Incentive Stock Options
(“ISO”)
|
·
|
Options
not intended to qualify as ISO’s
|
·
|
Stock
Appreciation Rights
|
·
|
Restricted
Stock Grants.
|
Weighted
|
||||||||||||||||
Weighted
|
Average
|
Aggregate
|
||||||||||||||
Average
|
Remaining
|
Intrinsic
|
||||||||||||||
Shares
|
Exercise
|
Contractual
|
Value
|
|||||||||||||
(000’s)
|
Price
|
Term
|
($000’s)
|
|||||||||||||
Outstanding
at April 30, 2009
|
1,136,000 | $ | 2.54 | |||||||||||||
Granted
|
430,000 | 1.25 | ||||||||||||||
Exercised
|
- | - | ||||||||||||||
Forfeited
or expired
|
- | - | ||||||||||||||
Outstanding
at July 31, 2009
|
1,566,000 | $ | 2.18 | 5.4 | $ | - | ||||||||||
Exercisable
at July 31, 2009
|
1,165,999 | $ | 2.37 | 6.0 | $ | - |
Three
Months Ended
|
||||||||
July 31, 2009
|
July 31, 2008
|
|||||||
Expected
volatility
|
143.5%
|
87.8%
|
||||||
Expected
term
|
8.0
|
2.5
|
||||||
Expected
dividend yield
|
-
|
-
|
||||||
Risk-free
interest rate
|
1.63%
|
2.35%
|
||||||
Forfeiture
rate
|
-
|
-
|
Three Months Ended
|
||||||||
July 31,
2009
|
July 31,
2008
|
|||||||
Net
loss
|
$ | (700,709 | ) | $ | (826,104 | ) | ||
Other
comprehensive income (loss)
|
- | - | ||||||
Comprehensive
loss
|
$ | (700,709 | ) | $ | (826,104 | ) |
Three Months Ended
|
||||||||
July
31,
|
July
31,
|
|||||||
2009
|
2008
|
|||||||
Numerator:
|
||||||||
Basic
and Diluted:
|
||||||||
Net
loss available to common stockholders
|
$ | (700,709 | ) | $ | (826,104 | ) | ||
Denominator:
|
||||||||
Basic
weighted average number of common shares outstanding
|
12,939,130 | 12,939,130 | ||||||
Dilutive
effect of common stock options and warrants
|
— | — | ||||||
Diluted
weighted average number of common shares outstanding
|
12,939,130 | 12,939,130 | ||||||
Loss
per share:
|
||||||||
Net
loss per common share - basic
|
$ | (0.05 | ) | $ | (0.06 | ) | ||
Net
loss per common share - diluted
|
$ | (0.05 | ) | $ | (0.06 | ) |
As of and for the Three Months
Ended
July 31, 2009
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 5,057,219 | $ | - | $ | 5,057,219 | ||||||
Segment
loss
|
(1,035,225 | ) | (4,769 | ) | (1,039,994 | ) | ||||||
Segment
assets
|
30,595,024 | 3,563,049 | 34,158,073 | |||||||||
Depreciation
and amortization
|
144,102 | 1,065 | 145,167 | |||||||||
Addition
to property and equipment
|
15,247,831 | — | 15,247,831 | |||||||||
Interest
expense, net
|
126,681 | — | 126,681 | |||||||||
Income
tax benefit
|
337,729 | 1,556 | 339,285 |
As of and for the Three Months
Ended
July 31, 2008
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 1,619,756 | $ | - | $ | 1,619,756 | ||||||
Segment
loss
|
(1,324,592 | ) | (6,201 | ) | (1,330,793 | ) | ||||||
Segment
assets
|
32,077,792 | 3,701,864 | 35,779,655 | |||||||||
Equity
investment:
|
||||||||||||
Buena
Vista Development Company, L.L.C
|
151,396 | — | 151,396 | |||||||||
Depreciation
and amortization
|
163,114 | 1,481 | 164,595 | |||||||||
Addition
to property and equipment
|
97,131 | — | 97,131 | |||||||||
Interest
income, net
|
41,175 | — | 41,175 | |||||||||
Income
tax benefit
|
502,337 | 2,352 | 504,689 | |||||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(3,572 | ) | — | (3,572 | ) |
July
31,
|
||||
2009
|
||||
Total
assets for reportable segments
|
$
|
34,158,073
|
||
Cash
not allocated to segments
|
9,652,917
|
|||
Other
assets not allocated to segments
|
2,811,451
|
|||
Total
assets
|
$
|
46,622,441
|
July 31,
2009
|
April 30,
2009
|
|||||||
Accrued
interest receivable
|
$ | 107,289 | $ | 167,731 | ||||
BVR
Receivable
|
4,000,000 | 4,000,000 | ||||||
Route
66 Settlement Agreement
|
1,597,183 | 1,597,183 | ||||||
Deferred
loan issue cost, net
|
118,097 | 150,306 | ||||||
Other
assets
|
$ | 5,822,569 | $ | 5,915,220 |
(000’s)
|
||||
Current
assets
|
$ | 274 | ||
Property
and equipment
|
2,400 | |||
Customer
Relationships
|
2,951 | |||
Trade
names
|
1,862 | |||
Noncompete
|
1,018 | |||
Assembled
workforce
|
3,932 | |||
Goodwill
|
3,313 | |||
Purchase
price
|
$ | 15,750 |
July
31,
|
July
31,
|
|||||||
2009
|
2008
|
|||||||
Net
cash provided by (used in):
|
||||||||
Operating
activities
|
$ | 102,603 | $ | 466,955 | ||||
Investing
activities
|
(10,429,905 | ) | 940,477 | |||||
Financing
activities
|
145,675 | (2,872 | ) |
Nevada Gold & Casinos,
Inc.
|
||
By:
|
/s/ James J. Kohn
|
|
James
J. Kohn, Chief Financial Officer
|
||
Date:
September 10, 2009
|
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
|
July
2009 Amended and Restated Security Agreement among Nevada Gold &
Casinos, Inc., Gold Mountain Development, LLC, CGC Holdings, LLC, Colorado
Grande Enterprises, Inc., Nevada Gold BVR, LLC and Louise H. Rogers dated
July 7, 2009 (filed previously as Exhibit 10.1 to the Company’s Form 8-K
filed July 7, 2009)
|
|
10.27
|
Schedule
of Collateral, Notes, Security Interests and Ownership Interests dated
July 7, 2009 among Nevada Gold & Casinos, Inc., Gold Mountain
Development, LLC, CGC Holdings, LLC, Colorado Grande Enterprises, Inc.,
Nevada Gold BVR, LLC and Louise H. Rogers dated July 7, 2009 (filed
previously as Exhibit 10.2 to the Company’s Form 8-K filed July 7,
2009)
|
|
10.28
|
Collateral
Assignment of Notes, Contractual Rights, Security Interests, and Ownership
Interests dated July 7, 2009 among
Nevada Gold & Casinos, Inc., Gold Mountain Development, LLC, CGC
Holdings, LLC, Colorado Grande Enterprises, Inc., Nevada Gold BVR, LLC and
Louise H. Rogers dated July 7, 2009 (filed previously as Exhibit 10.3 to
the Company’s Form 8-K filed July 7, 2009)
|
|
10.29
|
Promissory
Note issued by Nevada Gold & Casinos, Inc. to the senior lender dated
July 7, 2009 between Nevada Gold & Casinos, Inc. and Louise H. Rogers
dated July 7, 2009 (filed previously as Exhibit 10.4 to the Company’s Form
8-K filed July 7, 2009)
|
|
10.30
|
Loan
Guaranty Agreement dated July 7, 2009 among Nevada Gold & Casinos,
Inc., Gold Mountain Development, LLC, CGC Holdings, LLC, Colorado Grande
Enterprises, Inc., NG Washington, LLC, Nevada Gold BVR, LLC and Louise H.
Rogers dated July 7, 2009 (filed previously as Exhibit 10.5 to the
Company’s Form 8-K filed July 7, 2009)
|
|
10.31
(+)
|
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)
|
|
10.32A
(+)
|
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)
|
|
10.32B (+)
|
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)
|
|
10.32C (+)
|
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)
|
|
10.32D (+)
|
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)
|
|
10.33A (+)
|
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)
|
|
10.33B(+)
|
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)
|
|
10.34A (+)
|
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)
|
|
10.34B
(+)
|
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)
|
|
10.34C
(+)
|
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)
|
|
10.35 (+)
|
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)
|
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.
|