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
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
Reporting Company x
|
Page
|
|||
PART I. FINANCIAL
INFORMATION
|
|||
Item
1.
|
Consolidated
Financial Statements
|
||
Consolidated
Balance Sheets - October 31, 2010 (unaudited) and April 30,
2010
|
2
|
||
Consolidated
Statements of Operations - Three and Six Months Ended October
31, 2010 (unaudited) and October 31, 2009
(unaudited)
|
3
|
||
Consolidated
Statements of Cash Flows - Six Months Ended October 31, 2010 (unaudited)
and October 31, 2009 (unaudited)
|
4
|
||
Notes
to Consolidated Financial Statements
|
5
|
||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
19
|
||
Quantitative
and Qualitative Disclosures about Market Risk
|
21
|
||
Controls
and Procedures
|
21
|
||
PART II. OTHER INFORMATION
|
|||
Item
1.
|
Legal
Proceedings
|
22
|
|
Item
1A.
|
Risk
Factors
|
22
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
22
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
22
|
|
Item
4.
|
Removed
and Reserved
|
22
|
|
Other
Information
|
22
|
||
Item
6.
|
Exhibits
|
22
|
October
31,
|
April
30,
|
|||||||
2010
|
2010
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 2,550,306 | $ | 3,155,736 | ||||
Restricted
cash
|
652,557 | 5,266,938 | ||||||
Accounts
receivable
|
825,434 | 66,822 | ||||||
Prepaid
expenses
|
1,177,755 | 475,262 | ||||||
Income
tax receivable
|
1,154,762 | 1,750,374 | ||||||
Other
current assets
|
286,416 | 155,796 | ||||||
Total
current assets
|
6,647,230 | 10,870,928 | ||||||
Investments
in development projects
|
202,253 | 1,418,789 | ||||||
Investments
in development project held for sale
|
3,373,966 | 3,437,932 | ||||||
Note
receivable - development projects, net of current portion and
allowances
|
1,700,000 | 1,700,000 | ||||||
Goodwill
|
16,424,679 | 10,243,362 | ||||||
Identifiable
intangible assets, net of accumulated amortization of $1,230,469 and
$729,000 at October 31, 2010 and April 30, 2010
|
7,983,383 | 5,101,800 | ||||||
Property
and equipment, net of accumulated depreciation of $3,304,868 and
$2,978,679 at October 31, 2010 and April 30, 2010,
respectively
|
5,204,324 | 3,473,051 | ||||||
Deferred
tax asset
|
2,307,017 | 1,848,419 | ||||||
BVO
receivable
|
4,000,000 | 4,000,000 | ||||||
Other
assets, net of allowances
|
510,137 | 376,938 | ||||||
Total
assets
|
$ | 48,352,989 | $ | 42,471,219 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 1,887,206 | $ | 1,060,017 | ||||
Accrued
interest payable
|
70,000 | 70,000 | ||||||
Other
accrued liabilities
|
1,338,246 | 687,819 | ||||||
Long-term
debt, current portion
|
76,316 | — | ||||||
Total
current liabilities
|
3,371,768 | 1,817,836 | ||||||
Long-term
debt, net of current portion
|
15,092,291 | 10,000,000 | ||||||
Other
liabilities
|
23,541 | 30,944 | ||||||
Total
liabilities
|
18,487,600 | 11,848,780 | ||||||
Commitments
and contingencies
|
— | — | ||||||
Stockholders'
equity:
|
||||||||
Common
stock, $0.12 par value per share; 50,000,000 shares authorized; 13,935,330
shares issued and 12,764,130 shares outstanding at October 31, 2010 and
April 30, 2010, respectively
|
1,672,240 | 1,672,240 | ||||||
Additional
paid-in capital
|
20,008,595 | 19,859,966 | ||||||
Retained
earnings
|
18,559,293 | 19,464,972 | ||||||
Treasury
stock, 1,171,200 shares at October 31, 2010 and April 30, 2010,
respectively, at cost
|
(10,369,200 | ) | (10,369,200 | ) | ||||
Accumulated
other comprehensive loss
|
(5,539 | ) | (5,539 | ) | ||||
Total
stockholders' equity
|
29,865,389 | 30,622,439 | ||||||
Total
liabilities and stockholders' equity
|
$ | 48,352,989 | $ | 42,471,219 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October
31,
|
October
31,
|
October
31,
|
October
31,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues:
|
||||||||||||||||
Casino
|
$ | 12,008,128 | $ | 4,788,536 | $ | 17,767,983 | $ | 8,973,599 | ||||||||
Food
and beverage
|
2,936,433 | 1,234,909 | 4,278,054 | 2,348,675 | ||||||||||||
Other
|
542,514 | 218,837 | 768,022 | 402,871 | ||||||||||||
Management
fee
|
- | 250,000 | - | 500,000 | ||||||||||||
Gross
revenues
|
15,487,075 | 6,492,282 | 22,814,059 | 12,225,145 | ||||||||||||
Less
promotional allowances
|
(1,674,037 | ) | (751,923 | ) | (2,474,521 | ) | (1,427,567 | ) | ||||||||
Net
revenues
|
13,813,038 | 5,740,359 | 20,339,538 | 10,797,578 | ||||||||||||
Expenses:
|
||||||||||||||||
Casino
|
6,392,339 | 2,071,139 | 9,022,758 | 3,955,094 | ||||||||||||
Food
and beverage
|
1,213,057 | 887,247 | 1,893,025 | 1,721,790 | ||||||||||||
Marketing
and administrative
|
3,455,196 | 1,435,444 | 5,227,453 | 2,676,223 | ||||||||||||
Facility
|
1,137,305 | 231,183 | 1,484,979 | 492,031 | ||||||||||||
Corporate
expense
|
930,906 | 945,368 | 2,100,085 | 2,377,065 | ||||||||||||
Legal
expense
|
64,863 | 38,710 | 461,019 | 103,003 | ||||||||||||
Depreciation
and amortization
|
534,619 | 517,985 | 848,458 | 663,152 | ||||||||||||
Other
|
333,971 | 114,382 | 489,876 | 223,632 | ||||||||||||
Total
operating expenses
|
14,062,256 | 6,241,458 | 21,527,653 | 12,211,990 | ||||||||||||
Operating
loss
|
(249,218 | ) | (501,099 | ) | (1,188,115 | ) | (1,414,412 | ) | ||||||||
Non-operating
income (expenses):
|
||||||||||||||||
Gain
on sale of assets
|
- | - | 384,414 | - | ||||||||||||
Interest
income
|
44,191 | 46,559 | 89,115 | 105,068 | ||||||||||||
Interest
expense
|
(396,070 | ) | (225,490 | ) | (623,858 | ) | (378,471 | ) | ||||||||
Amortization
of loan issue costs
|
(11,250 | ) | (27,770 | ) | (22,500 | ) | (59,979 | ) | ||||||||
Loss
before income tax benefit
|
(612,347 | ) | (707,800 | ) | (1,360,944 | ) | (1,747,794 | ) | ||||||||
Income
tax benefit
|
215,741 | 263,685 | 455,265 | 602,970 | ||||||||||||
Net
loss
|
$ | (396,606 | ) | $ | (444,115 | ) | $ | (905,679 | ) | $ | (1,144,824 | ) | ||||
Per
share information:
|
||||||||||||||||
Net
loss per common share - basic
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.07 | ) | $ | (0.09 | ) | ||||
Net
loss per common share - diluted
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.07 | ) | $ | (0.09 | ) | ||||
Basic
weighted average number of shares outstanding
|
12,764,130 | 12,939,130 | 12,764,130 | 12,939,130 | ||||||||||||
Diluted
weighted average number of shares outstanding
|
12,764,130 | 12,939,130 | 12,764,130 | 12,939,130 |
Six Months Ended
|
||||||||
October
31,
|
October
31,
|
|||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (905,679 | ) | $ | (1,144,824 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
848,458 | 663,152 | ||||||
Stock-based
compensation
|
148,629 | 541,853 | ||||||
Amortization
of deferred loan issuance costs
|
22,500 | 59,979 | ||||||
Gain
on sale/settlement of assets
|
(384,414 | ) | - | |||||
Deferred
income tax benefit
|
(458,598 | ) | (60,497 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Receivables
and other assets
|
(1,081,812 | ) | (804,942 | ) | ||||
Accounts
payable and accrued liabilities
|
1,024,597 | 364,891 | ||||||
Net
cash used in operating activities
|
(786,319 | ) | (380,388 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Capitalized
development costs
|
(57,196 | ) | (12,049 | ) | ||||
Collections
on notes receivable
|
- | 1,100,000 | ||||||
Purchase
of property and equipment
|
(4,798,450 | ) | (11,634,130 | ) | ||||
Proceeds
from the sale of assets
|
448,379 | - | ||||||
Net
(additions) and deductions of restricted cash
|
4,614,381 | (53,355 | ) | |||||
Net
cash provided by (used in) investing activities
|
207,114 | (10,599,534 | ) | |||||
Cash
flows from financing activities:
|
||||||||
Payments
on capital lease
|
(7,403 | ) | (6,559 | ) | ||||
Proceeds
(repayment) on term loans
|
(18,822 | ) | 150,000 | |||||
Deferred
loan issuance costs
|
- | (180,000 | ) | |||||
Net
cash used in financing activities
|
(26,225 | ) | (36,559 | ) | ||||
Net
decrease in cash and cash equivalents
|
(605,430 | ) | (11,016,481 | ) | ||||
Cash
and cash equivalents at beginning of period
|
3,155,736 | 13,834,544 | ||||||
Cash
and cash equivalents at end of period
|
$ | 2,550,306 | $ | 2,818,063 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 619,151 | $ | 372,466 | ||||
Non-cash
investing and financing activities:
|
||||||||
Non-cash
purchase of property and equipment
|
$ | 5,187,429 | $ | 4,000,000 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October
31,
2010
|
October
31,
2009
|
October
31,
2010
|
October
31,
2009
|
|||||||||||||
Food
and beverage
|
$ | 1,176,446 | $ | 176,645 | $ | 1,573,765 | $ | 374,953 | ||||||||
Other
|
5,888 | 2,856 | 11,798 | 6,346 | ||||||||||||
Total
cost of complimentary services
|
$ | 1,182,334 | $ | 179,501 | $ | 1,585,563 | $ | 381,299 |
October
31,
|
April
30,
|
|||||||
2010
|
2010
|
|||||||
$6.0
million promissory note, 10% through June 30, 2010, 11% interest until
maturity at June 30, 2013
|
$ | 6,000,000 | $ | 6,000,000 | ||||
$5.1
million note payable, LIBOR plus 9% interest, maturing
|
||||||||
July
23, 2012
|
5,070,000 | - | ||||||
$4.0
million promissory note, 7% interest, maturing May 12,
2012
|
4,000,000 | 4,000,000 | ||||||
IGT
note, 8% interest, maturing May 16, 2012
|
34,137 | - | ||||||
Williams
Gaming note, 8% imputed interest, maturing November 18,
2011
|
64,470 | - | ||||||
Total
|
15,168,607 | 10,000,000 | ||||||
Less:
current maturities
|
(76,316 | ) | - | |||||
Total
long-term financing obligations
|
$ | 15,092,291 | $ | 10,000,000 |
|
·
|
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, 2010
|
1,456,000 | $ | 1.77 | |||||||||||||
Granted
|
340,000 | 0.98 | ||||||||||||||
Exercised
|
- | - | ||||||||||||||
Forfeited
or expired
|
- | - | ||||||||||||||
Outstanding
at October 31, 2010
|
1,796,000 | $ | 1.62 | 5.4 | $ | - | ||||||||||
Exercisable
at October 31, 2010
|
1,504,333 | $ | 1.70 | 4.8 | $ | - |
Six Months Ended
|
||||||||
October 31, 2010
|
October 31, 2009
|
|||||||
Expected
volatility
|
195.9 | % | 143.3 | % | ||||
Expected
term
|
10.0 | 8.0 | ||||||
Expected
dividend yield
|
- | - | ||||||
Risk-free
interest rate
|
3.08 | % | 1.43 | % | ||||
Forfeiture
rate
|
- | - |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
October
31,
|
October
31,
|
October
31,
|
October
31,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Numerator:
|
||||||||||||||||
Basic
and Diluted:
|
||||||||||||||||
Net
loss available to common stockholders
|
$ | (396,606 | ) | $ | (444,115 | ) | $ | (905,679 | ) | $ | (1,144,824 | ) | ||||
Denominator:
|
||||||||||||||||
Basic
weighted average number of common shares outstanding
|
12,764,130 | 12,939,130 | 12,764,130 | 12,939,130 | ||||||||||||
Dilutive
effect of common stock options and warrants
|
— | — | — | — | ||||||||||||
Diluted
weighted average number of common shares outstanding
|
12,764,130 | 12,939,130 | 12,764,130 | 12,939,130 | ||||||||||||
Loss
per share:
|
||||||||||||||||
Net
loss per common share - basic
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.07 | ) | $ | (0.09 | ) | ||||
Net
loss per common share - diluted
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.07 | ) | $ | (0.09 | ) |
As
of and for the Three Months Ended
October
31, 2010
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 13,813,038 | $ | - | $ | 13,813,038 | ||||||
Segment
loss pre tax
|
(603,460 | ) | (8,887 | ) | (612,347 | ) | ||||||
Segment
assets
|
38,192,381 | 3,495,966 | 41,688,347 | |||||||||
Depreciation
and amortization
|
534,165 | 454 | 534,619 | |||||||||
Addition
to property and equipment
|
11,034 | — | 11,034 | |||||||||
Interest
expense, net (includes amortization)
|
363,129 | — | 363,129 | |||||||||
Income
tax benefit
|
215,741 | — | 215,741 |
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 pre tax
|
(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 | |||||||||
Addition
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 Six Months Ended
October
31, 2010
|
||||||||||||
Gaming
|
Non-Core
|
Totals
|
||||||||||
Net
revenue
|
$ | 20,339,538 | $ | — | $ | 20,339,538 | ||||||
Segment
loss pre tax
|
(1,346,251 | ) | (14,693 | ) | (1,360,944 | ) | ||||||
Segment
assets
|
38,192,381 | 3,495,966 | 41,688,347 | |||||||||
Depreciation
and amortization
|
846,970 | 1,488 | 848,458 | |||||||||
Additions
to property and equipment
|
9,985,879 | — | 9,985,879 | |||||||||
Interest
expense, net (includes amortization)
|
557,243 | — | 557,243 | |||||||||
Income
tax benefit
|
455,265 | — | 455,265 |
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 pre tax
|
(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 |
October
31,
|
||||||||||||
2010
|
||||||||||||
Total
assets for reportable segments
|
$ | 41,688,347 | ||||||||||
Cash
and restricted cash not allocated to segments
|
3,202,863 | |||||||||||
Income
tax receivable
|
1,154,762 | |||||||||||
Deferred
tax asset
|
2,307,017 | |||||||||||
Total
assets
|
$ | 48,352,989 |
October
31,
2010
|
April
30,
2010
|
|||||||
Accrued
interest receivable
|
$ | 320,137 | $ | 234,438 | ||||
Other
assets
|
70,000 | - | ||||||
Deferred
loan issue cost, net
|
120,000 | 142,500 | ||||||
Other
assets
|
$ | 510,137 | $ | 376,938 |
(000’s | ) | |||
Current
assets and liabilities, net
|
$ | (383 | ) | |
Property
and equipment
|
1,889 | |||
Customer
relationships
|
3,382 | |||
Goodwill
|
6,182 | |||
Purchase
price
|
$ | 11,070 |
(000’s | ) | |||
Current
assets and liabilities, net
|
$ | (11 | ) | |
Property
and equipment
|
2,400 | |||
Customer
relationships
|
2,951 | |||
Trade
names
|
1,862 | |||
Noncompete
|
1,018 | |||
Goodwill
|
7,530 | |||
Purchase
price
|
$ | 15,750 |
Total
|
Goodwill
|
Other
Intangibles
|
||||||||||
Balance
as of April 30, 2010
|
$ | 16,074 | $ | 10,243 | $ | 5,831 | ||||||
Acquired
during the six months ended October 31, 2010
|
9,564 | 6,182 | 3,382 | |||||||||
Accumulated
amortization
|
(1,230 | ) | - | (1,230 | ) | |||||||
Balance
as of October 31, 2010
|
$ | 24,408 | $ | 16,425 | $ | 7,983 |
As of October 31, 2010
|
||||||||
Amortizable
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
||||||
Customer
relationships
|
$
|
6,333
|
$
|
(752
|
)
|
|||
Non-compete
agreements
|
1,018
|
(478
|
)
|
|||||
Subtotal
|
7,351
|
(1,230)
|
||||||
Non-amortizable
|
||||||||
Trade
names
|
1,862
|
-
|
||||||
Total
|
$
|
9,213
|
$
|
(1,230
|
)
|
2011
|
$
|
1,244
|
||
2012
|
$
|
1,088
|
||
2013
|
$
|
904
|
||
2014
|
$
|
904
|
||
2015
|
$
|
904
|
||
2016
and thereafter
|
$
|
1,077
|
Nevada Gold as
reported in
Form 10-Q
|
Operating
Results of the
acquired Silver
Dollar Casinos
for the three
months ended
July 31, 2010
(unaudited)
|
Pro-forma
Adjustments
|
Pro-forma
Statement of
Operations
|
|||||||||||||
Revenues:
|
||||||||||||||||
Casino
|
$ | 17,767,983 | $ | 5,950,401 | $ | $ | 23,718,384 | |||||||||
Food
and beverage
|
4,278,054 | 1,546,625 | 5,824,679 | |||||||||||||
Other
|
768,022 | 282,465 | 1,050,487 | |||||||||||||
Gross
revenues
|
22,814,059 | 7,779,491 | - | 30,593,550 | ||||||||||||
Less
promotional allowances
|
(2,474,521 | ) | (960,334 | ) | (3,434,855 | ) | ||||||||||
Net
revenues
|
20,339,538 | 6,819,157 | - | 27,158,695 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Casino
|
9,022,758 | 4,042,868 | 13,065,626 | |||||||||||||
Food
and beverage
|
1,893,025 | 1,331,879 | 3,224,904 | |||||||||||||
Marketing
and administrative
|
5,227,453 | 125,267 | 5,352,720 | |||||||||||||
Facility
|
1,484,979 | 698,926 | 2,183,905 | |||||||||||||
Corporate
expense
|
2,100,085 | 447,599 | 2,547,684 | |||||||||||||
Legal
expenses
|
461,019 | 5,000 | 466,019 | |||||||||||||
Depreciation
and amortization
|
848,458 | 143,207 | 109,893 | 1,101,558 | ||||||||||||
Other
|
489,876 | 81,132 | 571,008 | |||||||||||||
Total
operating expenses
|
21,527,653 | 6,875,878 | 109,893 | 28,513,424 | ||||||||||||
Operating
income (loss)
|
(1,188,115 | ) | (56,721 | ) | (109,893 | ) | (1,354,729 | ) | ||||||||
Non-operating
income (expenses):
|
||||||||||||||||
Gain
(loss) on sale equity investees and assets
|
384,414 | - | 384,414 | |||||||||||||
Interest
income
|
89,115 | - | (1,637 | ) | 87,478 | |||||||||||
Interest
expense
|
(623,858 | ) | - | (126,819 | ) | (750,677 | ) | |||||||||
Amortization
of loan issue costs
|
(22,500 | ) | - | (22,500 | ) | |||||||||||
Income
(loss) before income tax expense (benefit)
|
(1,360,944 | ) | (56,721 | ) | (238,349 | ) | (1,656,014 | ) | ||||||||
Income
tax expense (benefit)
|
||||||||||||||||
Current
|
(455,265 | ) | - | (81,039 | ) | (536,304 | ) | |||||||||
Net
income (loss)
|
$ | (905,679 | ) | $ | (56,721 | ) | $ | (157,310 | ) | $ | (1,119,710 | ) | ||||
Per
share information:
|
||||||||||||||||
Net
income (loss) per common share - basic
|
$ | (0.07 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.09 | ) | ||||
Net
income (loss) per common share - diluted
|
$ | (0.07 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.09 | ) | ||||
Basic
weighted average number of shares outstanding
|
12,764,130 | 12,764,130 | 12,764,130 | 12,764,130 | ||||||||||||
Diluted
weighted average number of shares outstanding
|
12,764,130 | 12,764,130 | 12,764,130 | 12,764,130 |
Debit
|
Credit
|
|||||||
Reduce interest income for the use of cash to
purchase casinos for 174 days at 0.18%
|
||||||||
Interest
income
|
2,046 | |||||||
Cash
|
2,046 | |||||||
To account for interest expense on $5,070,000
long-term debt at 11.0% for 174 days
|
||||||||
Interest
expense
|
126,819 | |||||||
Cash
|
126,819 | |||||||
To amortize Customer Relationship intangible asset
over 7 years for 174 days
|
||||||||
Amortization
of intangible assets expense
|
109,893 | |||||||
Accumulated
amortization of intangible assets
|
109,893 | |||||||
To account for interest on $1 million deposit made
to acquire casinos for 174 days at 0.18%
|
||||||||
Cash
|
409 | |||||||
Interest
income
|
409 | |||||||
To account for Federal income tax at 34% of
pro-forma pre-tax operating adjustments
|
||||||||
Income
tax receivable
|
81,038 | |||||||
Income
tax expense-current
|
81,038 |
October 31,
|
October 31,
|
|||||||
2010
|
2009
|
|||||||
Net
cash provided by (used in):
|
||||||||
Operating
activities
|
$ | (786,319 | ) | $ | (380,388 | ) | ||
Investing
activities
|
207,114 | (10,599,534 | ) | |||||
Financing
activities
|
(26,225 | ) | (36,559 | ) |
Nevada Gold & Casinos,
Inc.
|
||
By:
|
/s/ James J. Kohn
|
|
James
J. Kohn, Chief Financial Officer
|
||
Date:
December 13, 2010
|
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
|
Purchase
Agreement dated November 25, 2009 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, 2009)
|
|
10.3
|
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)
|
|
10.4
|
Agreement
Regarding Loans effective March 1, 2009 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, 2009)
|
|
10.5
|
Amended
and Restated Security Agreement effective March 1, 2009 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, 2009)
|
|
10.6
|
Schedule
of Collateral, Notes, Security Interests and Ownership Interests effective
March 1, 2009 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,
2009)
|
|
10.7
|
Promissory
Note issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers
effective March 1, 2009 (filed previously as Exhibit 10.4 to the Company’s
Form 8-K filed June 17, 2009)
|
|
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)
|
||
10.9
|
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)
|
10.10
|
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)
|
|
10.11
|
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)
|
|
10.12
|
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)
|
|
10.13
|
Asset
Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as
buyer, and Grant Thornton, Ltd, as receiver for Big Nevada, Inc., Gameco,
Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget
Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek
Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek,
Inc. (filed previously as Exhibit 10.1 to the Company’s Form 8-K/A filed
April 23, 2010)
|
|
10.14
|
Amendment
to the Asset Purchase Agreement dated April 14, 2010 between NG Washington
II, LLC, as buyer, and Grant Thornton, Ltd, in its capacity as
court-appointed receiver for Big Nevada, Inc., Gameco, Inc., Gaming
Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc.,
Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc.,
Royal Casino Holdings, Inc. and Silver Dollar Mill Creek, Inc. (filed
previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28,
2010)
|
|
10.15
|
Credit
Agreement dated July 23, 2010 between NG Washington II Holdings, LLC, as
Borrower, and Fortress Credit Corp., as agent for the lenders (filed
previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28,
2010)
|
|
10.16
|
Membership
Interest Pledge Agreement dated July 23, 2010 between Nevada Gold &
Casinos, Inc., as grantor, and Fortress Credit Corp., as agent for the
lenders (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed
July 28, 2010)
|
|
10.17
|
Pledge
and Security Agreement dated July 23, 2010 among NG Washington II
Holdings, LLC and NG Washington II, LLC, as grantors, and Fortress Credit
Corp., as agent for the lenders (filed previously as Exhibit 10.1 to the
Company’s Form 8-K filed July 28, 2010)
|
|
10.18
|
Promissory
Note dated July 23, 2010 issued by NG Washington II Holdings, LLC to
Fortress Credit Funding II LP (filed previously as Exhibit 10.1 to the
Company’s Form 8-K filed July 28, 2010)
|
|
10.19
|
Promissory
Note dated July 23, 2010 issued by NG Washington II Holdings, LLC to
Fortress Credit Opportunities I LP (filed previously as Exhibit 10.1 to
the Company’s Form 8-K filed July 28, 2010)
|
|
10.20
|
Guaranty
dated July 23, 2010 among NG Washington, LLC and NG Washington II, LLC, as
guarantors, and Fortress Credit Corp., as agent for the lenders (filed
previously as Exhibit 10.1 to the Company’s Form 8-K filed July 28,
2010)
|
|
10.21A
(+)
|
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)
|
|
10.21B (+)
|
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)
|
|
10.21C (+)
|
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)
|
|
10.21D (+)
|
Second
Amendment to the Employment Agreement dated January 23, 2009 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,
2009)
|
|
10.22A (+)
|
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)
|
10.22B(+)
|
First
Amendment to the Employment Agreement dated April 14, 2009 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,
2009)
|
|
10.23A (+)
|
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)
|
|
10.23B
(+)
|
First
Amendment to the Employment Agreement dated April 14, 2009 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,
2009)
|
|
10.23C
(+)
|
Second
Amendment to Employment Agreement between Nevada Gold & Casinos, Inc.
and Ernest E. East dated June 8, 2010 (filed previously as Exhibit 10.1 to
the Company’s Form 8-K filed June 8, 2010)
|
|
23.1(*)
|
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.
|