x
|
Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
¨
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Nevada
|
88-0142032
|
|
(State
or other jurisdiction of Incorporation or organization)
|
(IRS
Employer Identification No.)
|
50
Briar Hollow
|
||
Suite
500W
|
||
Houston,
Texas
|
77027
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number:
|
(713)
621-2245
|
|
Page
|
|
PART I. FINANCIAL
INFORMATION
|
||
Item
1.
|
Consolidated
Financial Statements
|
|
Consolidated
Balance Sheets - October 31, 2009 (unaudited) and April 30,
2009
|
2
|
|
Consolidated
Statements of Operations - Three and Six Months Ended October 31, 2009
(unaudited) and October 31, 2008 (unaudited)
|
3
|
|
Consolidated
Statements of Cash Flows - Six Months Ended October 31, 2009 (unaudited)
and October 31, 2008 (unaudited)
|
4
|
|
Notes
to Consolidated Financial Statements
|
5
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
|
Quantitative
and Qualitative Disclosures about Market Risk
|
16
|
|
Controls
and Procedures
|
16
|
|
PART II. OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
17
|
Item
1A.
|
Risk
Factors
|
17
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
17
|
Item
3.
|
Defaults
Upon Senior Securities
|
17
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
17
|
Other
Information
|
18
|
|
Item
6.
|
Exhibits
|
18
|
October 31,
|
April 30,
|
|||||||
2009
|
2009
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 2,818,063 | $ | 13,834,544 | ||||
Restricted
cash
|
6,053,355 | 6,000,000 | ||||||
Accounts
receivable
|
142,529 | 12,342 | ||||||
Prepaid
expenses
|
307,217 | 235,847 | ||||||
Income
tax receivable
|
2,414,842 | 1,872,369 | ||||||
Route
66 settlement agreement receivable
|
1,597,183 | - | ||||||
Notes
receivable, current portion
|
- | 1,100,000 | ||||||
Other
current assets
|
154,707 | 46,444 | ||||||
Total
current assets
|
13,487,896 | 23,101,546 | ||||||
Investments
in development projects
|
117,628 | 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
|
12,952,160 | 5,462,918 | ||||||
Identifiable
intangible assets, net of accumulated amortization
of $350,000 and $0 at October 31, 2009 and
April 30, 2009, respectively
|
5,481,000 | - | ||||||
Property
and equipment, net of accumulated depreciation of $2,698,375 and
$2,408,595 at October 31, 2009 and April 30, 2009,
respectively
|
3,702,971 | 1,091,549 | ||||||
Deferred
tax asset
|
1,219,162 | 599,797 | ||||||
Other
assets
|
4,420,464 | 5,915,220 | ||||||
Total
assets
|
$ | 46,519,213 | $ | 42,054,986 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 954,369 | $ | 846,062 | ||||
Deferred
tax liability
|
558,868 | - | ||||||
Other
accrued liabilities
|
454,415 | 197,833 | ||||||
Total
current liabilities
|
1,967,652 | 1,043,895 | ||||||
Long-term
debt
|
10,000,000 | 6,000,000 | ||||||
Other
liabilities
|
187,928 | 44,487 | ||||||
Total
liabilities
|
12,155,580 | 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 October 31, 2009 and
April 30, 2009, respectively
|
1,672,240 | 1,672,240 | ||||||
Additional
paid-in capital
|
19,839,413 | 19,297,560 | ||||||
Retained
earnings
|
23,068,930 | 24,213,754 | ||||||
Treasury
stock, 996,200 shares at October 31, 2009 and April 30, 2009,
respectively, at cost
|
(10,216,950 | ) | (10,216,950 | ) | ||||
Total
stockholders' equity
|
34,363,633 | 34,966,604 | ||||||
Total
liabilities and stockholders' equity
|
$ | 46,519,213 | $ | 42,054,986 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October 31,
|
October 31,
|
October 31,
|
October 31,
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenues:
|
||||||||||||||||
Casino
|
$ | 4,788,536 | $ | 1,437,662 | $ | 8,973,599 | $ | 2,994,615 | ||||||||
Food
and beverage
|
1,234,909 | 406,552 | 2,348,675 | 853,277 | ||||||||||||
Other
|
218,837 | 13,076 | 402,871 | 26,948 | ||||||||||||
Management
fee
|
250,000 | - | 500,000 | - | ||||||||||||
Gross
revenues
|
6,492,282 | 1,857,290 | 12,225,145 | 3,874,840 | ||||||||||||
Less
promotional allowances
|
(751,923 | ) | (359,037 | ) | (1,427,567 | ) | (756,831 | ) | ||||||||
Net
revenues
|
5,740,359 | 1,498,253 | 10,797,578 | 3,118,009 | ||||||||||||
Expenses:
|
||||||||||||||||
Casino
|
2,071,139 | 468,456 | 3,955,094 | 986,510 | ||||||||||||
Food
and beverage
|
887,247 | 197,068 | 1,721,790 | 407,209 | ||||||||||||
Marketing
and administrative
|
1,435,444 | 690,339 | 2,676,223 | 1,359,157 | ||||||||||||
Facility
|
231,183 | 86,723 | 492,031 | 185,053 | ||||||||||||
Corporate
expense
|
945,368 | 840,742 | 2,377,065 | 2,078,076 | ||||||||||||
Legal
expense
|
38,710 | 47,405 | 103,003 | 99,129 | ||||||||||||
Depreciation
and amortization
|
517,985 | 183,748 | 663,152 | 348,343 | ||||||||||||
Write-off
of project development cost
|
- | 1,203,803 | - | 1,203,803 | ||||||||||||
Other
|
114,382 | 19,112 | 223,632 | 52,228 | ||||||||||||
Total
operating expenses
|
6,241,458 | 3,737,396 | 12,211,990 | 6,719,508 | ||||||||||||
Operating
loss
|
(501,099 | ) | (2,239,143 | ) | (1,414,412 | ) | (3,601,499 | ) | ||||||||
Non-operating
income (expenses):
|
||||||||||||||||
Loss
from unconsolidated affiliates
|
- | (4,291 | ) | - | (7,863 | ) | ||||||||||
Loss
on sale of assets
|
- | (21,083 | ) | - | (27,123 | ) | ||||||||||
Interest
income
|
46,559 | 312,859 | 105,068 | 792,065 | ||||||||||||
Interest
expense
|
(225,490 | ) | (393,525 | ) | (378,471 | ) | (799,917 | ) | ||||||||
Amortization
of loan issue costs
|
(27,770 | ) | (32,209 | ) | (59,979 | ) | (63,848 | ) | ||||||||
Loss
before income
|
||||||||||||||||
tax
benefit
|
(707,800 | ) | (2,377,392 | ) | (1,747,794 | ) | (3,708,185 | ) | ||||||||
Income
tax benefit
|
263,685 | 756,094 | 602,970 | 1,260,783 | ||||||||||||
Net
loss
|
$ | (444,115 | ) | $ | (1,621,298 | ) | $ | (1,144,824 | ) | $ | (2,447,402 | ) | ||||
Per
share information:
|
||||||||||||||||
Net
loss per common share - basic
|
$ | (0.03 | ) | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.19 | ) | ||||
Net
loss per common share - diluted
|
$ | (0.03 | ) | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.19 | ) | ||||
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 |
Six Months Ended
|
||||||||
October 31,
|
October 31,
|
|||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (1,144,824 | ) | $ | (2,447,402 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
663,152 | 348,343 | ||||||
Write-off
of development project
|
- | 1,203,803 | ||||||
Stock-based
compensation
|
541,853 | 137,427 | ||||||
Amortization
of deferred loan issuance costs
|
59,979 | 63,848 | ||||||
Distributions
from unconsolidated affiliates
|
- | 3,917 | ||||||
Loss
from unconsolidated affiliates
|
- | 7,863 | ||||||
Loss
on sale of assets
|
- | 27,123 | ||||||
Deferred
income tax benefit
|
(60,497 | ) | (1,260,783 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Receivables
and other assets
|
(804,942 | ) | 1,911,767 | |||||
Accounts
payable and accrued liabilities
|
364,891 | (1,657,345 | ) | |||||
Net
cash used in operating activities
|
(380,388 | ) | (1,661,439 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Capitalized
development costs
|
(12,049 | ) | (173,546 | ) | ||||
Investment
in unconsolidated affiliate
|
- | (25,000 | ) | |||||
Collections
on notes receivable
|
1,100,000 | 1,100,000 | ||||||
Proceeds
from the sale of asset held for sale
|
- | 4,601,104 | ||||||
Purchase
of property, equipment, and intangible assets
|
(11,634,130 | ) | (142,415 | ) | ||||
Maturity
of (investment in) restricted cash
|
(53,355 | ) | 14,000 | |||||
Net
cash provided by (used in) investing activities
|
(10,599,534 | ) | 5,374,143 | |||||
Cash
flows from financing activities:
|
||||||||
Payments
on capital lease
|
(6,559 | ) | (5,830 | ) | ||||
Proceeds
from short term loan
|
150,000 | - | ||||||
Deferred
loan issuance costs
|
(180,000 | ) | - | |||||
Net
cash used in financing activities
|
(36,559 | ) | (5,830 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
(11,016,481 | ) | 3,706,874 | |||||
Cash
and cash equivalents at beginning of period
|
13,834,544 | 1,396,313 | ||||||
Cash
and cash equivalents at end of period
|
$ | 2,818,063 | $ | 5,103,187 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 372,466 | $ | 911,699 | ||||
Income
tax payments
|
$ | - | $ | 935,000 | ||||
Non-cash
investing and financing activities:
|
||||||||
Non-cash
purchase of property and equipment
|
$ | 4,000,000 | $ | 24,622 | ||||
Unrealized
loss on marketable securities
|
$ | - | $ | (9,460 | ) |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October 31,
2009
|
October 31,
2008
|
October 31,
2009
|
October 31,
2008
|
|||||||||||||
Food
and beverage
|
$ | 176,645 | $ | 149,399 | $ | 374,953 | $ | 317,553 | ||||||||
Other
|
2,856 | 1,503 | 6,346 | 3,000 | ||||||||||||
Total
cost of complimentary services
|
$ | 179,501 | $ | 150,902 | $ | 381,299 | $ | 320,553 |
Net Ownership
|
|
Equity in Loss
|
Equity in Loss
|
|||||||||||||||||||||||||||||
Interest
|
Investment
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||||||||||||
October 31,
|
April 30,
|
October 31,
|
April 30,
|
October 31,
|
October 31,
|
October 31,
|
October 31,
|
|||||||||||||||||||||||||
Unconsolidated affiliates:
|
2009
|
2009
|
2009
|
2009
|
2009
|
2008
|
2009
|
2008
|
||||||||||||||||||||||||
(Percent)
|
||||||||||||||||||||||||||||||||
Buena
Vista Development Company,
LLC (1)
|
- | - | $ | - | $ | - | $ | - | $ | (4,291 | ) | $ | - | $ | (7,863 | ) | ||||||||||||||||
Total
investments in unconsolidated affiliates
|
$ | - | $ | - | ||||||||||||||||||||||||||||
Total
loss from unconsolidated affiliates
|
$ | - | $ | (4,291 | ) | $ | - | $ | (7,863 | ) |
(1)
|
This
asset was sold in December, 2008.
|
Net Ownership
|
Capitalized Development Costs
|
||||||||||
Interest
|
Investment
|
||||||||||
October 31,
|
April 30,
|
October 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)
|
-
|
-
|
117,628
|
746,024
|
|||||||
Total
investments– development projects
|
$
|
3,555,560
|
$
|
4,183,956
|
October 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
|
(80,000
|
) |
10.13
|
|
||||||
Outstanding
at October 31, 2009
|
1,486,000
|
$ |
1.76
|
5.4
|
$
|
-
|
||||
Exercisable
at October 31, 2009
|
1,246,000
|
$ |
1.80
|
5.7
|
$
|
-
|
Six
Months Ended
|
|||||||
October
31, 2009
|
October 31, 2008
|
||||||
Expected
volatility
|
143.3
|
% |
87.8
|
%
|
|||
Expected
term
|
8.0
|
2.5
|
|||||
Expected
dividend yield
|
-
|
-
|
|||||
Risk-free
interest rate
|
1.43
|
% |
2.35
|
% | |||
Forfeiture
rate
|
-
|
-
|
October 31,
2009
|
October 31,
2008
|
October 31,
2009
|
October 31,
2008
|
|||||||||||||
Net
loss
|
$ | (444,115 | ) | $ | (1,621,298 | ) | $ | (1,144,824 | ) | $ | (2,447,402 | ) | ||||
Other
comprehensive loss on marketable securities
|
- | (9,460 | ) | - | (9,460 | ) | ||||||||||
Comprehensive
loss
|
$ | (444,115 | ) | $ | (1,630,758 | ) | $ | (1,144,824 | ) | $ | (2,456,862 | ) |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October 31,
|
October 31,
|
October 31,
|
October 31,
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Numerator:
|
||||||||||||||||
Basic
and Diluted:
|
||||||||||||||||
Net
loss available to common stockholders
|
$ | (444,115 | ) | $ | (1,621,298 | ) | $ | (1,144,824 | ) | $ | (2,447,402 | ) | ||||
Denominator:
|
||||||||||||||||
Basic
weighted average number of common shares outstanding
|
12,939,130 | 12,939,130 | 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 | 12,939,130 | 12,939,130 | ||||||||||||
Loss
per share:
|
||||||||||||||||
Net
loss per common share - basic
|
$ | (0.03 | ) | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.19 | ) | ||||
Net
loss per common share - diluted
|
$ | (0.03 | ) | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.19 | ) |
As of and for the Three Months Ended
October 31, 2009
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 5,740,359 | $ | — | $ | 5,740,359 | ||||||
Segment
loss before income tax benefit
|
(707,226 | ) | (574 | ) | (707,800 | ) | ||||||
Segment
assets
|
30,298,512 | 3,715,279 | 34,013,791 | |||||||||
Depreciation
and amortization
|
516,943 | 1,042 | 517,985 | |||||||||
Additions
to property and equipment
|
386,151 | — | 386,151 | |||||||||
Interest
expense, net (includes amortization)
|
206,701 | — | 206,701 | |||||||||
Income
tax benefit
|
263,471 | 214 | 263,685 |
As of and for the Three Months Ended
October 31, 2008
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 1,498,253 | $ | — | $ | 1,498,253 | ||||||
Segment
loss before income tax benefit
|
(2,373,706 | ) | (3,686 | ) | (2,377,392 | ) | ||||||
Segment
assets
|
32,025,344 | 3,659,675 | 35,685,019 | |||||||||
Equity
investment:
|
||||||||||||
Buena
Vista Development Company, L.L.C
|
147,105 | — | 147,105 | |||||||||
Depreciation
and amortization
|
182,311 | 1,437 | 183,748 | |||||||||
Additions
to property and equipment
|
69,906 | — | 69,906 | |||||||||
Interest
expense, net (includes amortization)
|
112,875 | — | 112,875 | |||||||||
Income
tax benefit
|
754,922 | 1,172 | 756,094 | |||||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(4,291 | ) | — | (4,291 | ) |
As of and for the Six Months
Ended
October 31, 2009
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 10,797,578 | $ | — | $ | 10,797,578 | ||||||
Segment
loss before income tax benefit
|
(1,742,451 | ) | (5,343 | ) | (1,747,794 | ) | ||||||
Segment
assets
|
30,298,512 | 3,715,279 | 34,013,791 | |||||||||
Depreciation
and amortization
|
661,046 | 2,106 | 663,152 | |||||||||
Additions
to property and equipment
|
15,634,130 | — | 15,634,130 | |||||||||
Interest
expense, net (includes amortization)
|
333,382 | — | 333,382 | |||||||||
Income
tax benefit
|
601,127 | 1,843 | 602,970 |
As of and for the Six Months
Ended
October 31, 2008
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 3,118,009 | $ | — | $ | 3,118,009 | ||||||
Segment
loss before income tax benefit
|
(3,698,298 | ) | (9,887 | ) | (3,708,185 | ) | ||||||
Segment
assets
|
32,025,344 | 3,659,675 | 35,685,019 | |||||||||
Equity
investment:
|
||||||||||||
Buena
Vista Development Company, L.L.C
|
147,105 | — | 147,105 | |||||||||
Depreciation
and amortization
|
345,425 | 2,918 | 348,343 | |||||||||
Additions
to property and equipment
|
167,037 | — | 167,037 | |||||||||
Interest
expense, net (includes amortization)
|
71,700 | — | 71,700 | |||||||||
Income
tax benefit
|
1,257,421 | 3,362 | 1,260,783 | |||||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(7,863 | ) | — | (7,863 | ) |
October
31,
|
||||
2009
|
||||
Total
assets for reportable segments
|
$
|
34,013,791
|
||
Cash
and restricted cash not allocated to segments
|
8,871,418
|
|||
Income
tax receivable
|
2,414,842
|
|||
Deferred
tax asset
|
1,219,162
|
|||
Total
assets
|
$
|
46,519,213
|
October 31,
2009
|
April 30,
2009
|
|||||||
Accrued
interest receivable
|
$ | 150,137 | $ | 167,731 | ||||
BVR
Receivable
|
4,000,000 | 4,000,000 | ||||||
Route
66 Settlement Agreement
|
- | 1,597,183 | ||||||
Deferred
loan issue cost, net
|
270,327 | 150,306 | ||||||
Other
assets
|
$ | 4,420,464 | $ | 5,915,220 |
(000’s | ) | |||
Current
assets
|
$ | 30 | ||
Property
and equipment
|
2,400 | |||
Customer
Relationships
|
2,951 | |||
Trade
names
|
1,862 | |||
Noncompete
|
1,018 | |||
Goodwill
|
7,489 | |||
Purchase
price
|
$ | 15,750 |
Six Months Ended
|
||||||||
October 31,
|
October 31,
|
|||||||
2009
|
2008
|
|||||||
Net cash provided by (used
in):
|
||||||||
Operating
activities
|
$ | (380,388 | ) | $ | (1,661,439 | ) | ||
Investing
activities
|
(10,599,534 | ) | 5,374,143 | |||||
Financing
activities
|
(36,559 | ) | (5,830 | ) |
Number
of Shares
|
||||
Nominee
|
For
|
Abstained
|
||
Frank
Catania
|
10,895,748
|
769,339
|
Number
of Shares
|
||||
Nominee
|
For
|
Abstained
|
||
Joseph
A. Juliano
|
10,890,051
|
775,036
|
||
Francis
M, Ricci
|
10,895,038
|
770,049
|
Number
of Shares
|
||||
For
|
Against
|
Abstained
|
||
11,176,462
|
376,650
|
111,974
|
Nevada Gold & Casinos,
Inc.
|
||
By:
|
/s/ James J. Kohn
|
|
James
J. Kohn, Chief Financial Officer
|
||
Date:
December 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.
|