x
|
Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
o
|
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 Lane
|
||
Suite
500W
|
||
Houston,
Texas
|
77027
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number:
|
(713)
621-2245
|
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
|
Page
|
|
|
|
|
|
PART
I. FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements
|
|
|
Consolidated
Balance Sheets - October 28, 2007 (unaudited) and April 29, 2007
|
2
|
|
Consolidated
Statements of Operations - Three and Six Month Periods ended October
28,
2007 (unaudited) and October 29, 2006 (unaudited)
|
3
|
|
Consolidated
Statements of Cash Flows - Six Month Periods ended October 28, 2007
(unaudited) and October 29, 2006 (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
|
22
|
|
Controls
and Procedures
|
23
|
|
|
||
|
PART
II. OTHER INFORMATION
|
|
|
||
Item
1.
|
Legal
Proceedings
|
23
|
Item
1A.
|
Risk
Factors
|
24
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
24
|
Item
3.
|
Defaults
Upon Senior Securities
|
24
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
25
|
Other
Information
|
25
|
|
Item
6.
|
Exhibits
|
26
|
Signatures
|
28
|
|
October
28,
|
April
29,
|
|||||
|
2007
|
2007
|
|||||
|
(unaudited)
|
|
|||||
|
|
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|
|
|||||
Cash
and cash equivalents
|
$
|
1,584,571
|
$
|
2,803,560
|
|||
Restricted
cash
|
--
|
1,050,000
|
|||||
Accounts
receivable
|
83,502
|
397,145
|
|||||
Accounts
receivable - affiliates
|
60,006
|
124,685
|
|||||
Prepaid
expenses
|
576,721
|
474,933
|
|||||
Notes
receivable, current portion
|
1,100,000
|
--
|
|||||
Notes
receivable - development projects, current portion
|
--
|
1,357,904
|
|||||
Other
current assets
|
48,468
|
55,055
|
|||||
Total
current assets
|
3,453,268
|
6,263,282
|
|||||
|
|
|
|||||
Investments
in unconsolidated affiliates
|
29,221,049
|
35,201,419
|
|||||
Investments
in unconsolidated affiliates held for sale
|
347,653
|
400,489
|
|||||
Investments
in development projects
|
398,202
|
323,202
|
|||||
Investments
in development projects held for sale
|
3,437,931
|
3,914,765
|
|||||
Notes
receivable
|
1,100,000
|
--
|
|||||
Notes
receivable - affiliates
|
3,521,066
|
3,521,066
|
|||||
Notes
receivable - development projects, net of current portion
|
19,370,641
|
18,012,737
|
|||||
Goodwill
|
5,462,918
|
5,462,918
|
|||||
Property
and equipment, net of accumulated depreciation
|
|
|
|||||
of
$1,683,244 and
$1,281,191 at October 28, 2007 and
|
|
|
|||||
April
29, 2007,
respectively
|
1,777,957
|
2,063,026
|
|||||
Other
assets
|
5,889,636
|
4,868,442
|
|||||
Total
assets
|
$
|
73,980,321
|
$
|
80,031,346
|
|||
|
|
|
|||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|
|
|||||
Accounts
payable and accrued liabilities
|
$
|
1,644,452
|
$
|
1,540,781
|
|||
Accrued
interest payable
|
670,056
|
21,211
|
|||||
Other
accrued liabilities
|
145,464
|
378,937
|
|||||
Guaranty
liabilities
|
--
|
4,610,000
|
|||||
Long-term
debt, current maturities
|
54,544,141
|
2,066,518
|
|||||
Total
current liabilities
|
57,004,113
|
8,617,447
|
|||||
|
|
|
|||||
Long-term
debt, net of current maturities
|
17,714
|
55,021,031
|
|||||
Deferred
income
|
159,688
|
8,591
|
|||||
Other
liabilities
|
792,551
|
742,991
|
|||||
Total
liabilities
|
57,974,066
|
64,390,060
|
|||||
|
|
|
|||||
Commitments
and contingencies
|
--
|
--
|
|||||
|
|
|
|||||
Stockholders'
equity:
|
|
|
|||||
Common
stock, $0.12 par value per share; 25,000,000
|
|
|
|||||
shares
authorized; 13,935,330 shares issued and 12,939,130
|
|
|
|||||
outstanding
at Otober 28, 2007 and April 29, 2007
|
1,672,240
|
1,672,240
|
|||||
Additional
paid-in capital
|
18,909,071
|
18,484,448
|
|||||
Retained
earnings
|
5,632,434
|
5,694,088
|
|||||
Treasury
stock, 996,200 shares at October 28, 2007 and
|
|||||||
April
29, 2007, at cost
|
(10,216,950
|
)
|
(10,216,950
|
)
|
|||
Accumulated
other comprehensive income
|
9,460
|
7,460
|
|||||
Total
stockholders' equity
|
16,006,255
|
15,641,286
|
|||||
Total
liabilities and stockholders' equity
|
$
|
73,980,321
|
$
|
80,031,346
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
|
|
October
28,
|
October
29,
|
October
28,
|
October
29,
|
||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Revenues:
|
|
|
|
|
|||||||||
Casino
|
$
|
1,801,832
|
$
|
1,744,965
|
$
|
3,695,073
|
$
|
3,191,108
|
|||||
Food
and beverage
|
416,816
|
378,585
|
829,011
|
754,318
|
|||||||||
Other
|
35,055
|
39,940
|
69,306
|
70,398
|
|||||||||
Management
fee
|
-
|
97,144
|
40,174
|
97,144
|
|||||||||
Credit
enhancement fee
|
-
|
2,207,460
|
-
|
4,153,546
|
|||||||||
Gross
revenues
|
2,253,703
|
4,468,094
|
4,633,564
|
8,266,514
|
|||||||||
Less
promotional allowances
|
(390,057
|
)
|
(373,780
|
)
|
(789,540
|
)
|
(680,541
|
)
|
|||||
Net
revenues
|
1,863,646
|
4,094,314
|
3,844,024
|
7,585,973
|
|||||||||
|
|
|
|
|
|||||||||
Expenses:
|
|
|
|
|
|||||||||
Casino
|
476,641
|
457,827
|
960,185
|
809,976
|
|||||||||
Food
and beverage
|
210,642
|
248,378
|
405,363
|
480,971
|
|||||||||
Marketing
and administrative
|
798,898
|
862,466
|
1,500,068
|
1,594,867
|
|||||||||
Facility
|
89,635
|
102,728
|
183,621
|
171,511
|
|||||||||
Corporate
expense
|
1,499,424
|
1,512,288
|
2,749,728
|
3,287,926
|
|||||||||
Legal
expense
|
317,804
|
147,346
|
439,061
|
953,216
|
|||||||||
Depreciation
and amortization
|
201,967
|
274,350
|
404,380
|
536,502
|
|||||||||
Impairment
of unconsolidated affiliate
|
-
|
-
|
100,000
|
-
|
|||||||||
Write-off
of notes receivable related to
|
|
|
|
|
|||||||||
Native
American gaming projects
|
-
|
3,171,958
|
-
|
3,171,958
|
|||||||||
Write-off
of project development cost
|
-
|
373,100
|
-
|
373,100
|
|||||||||
Other
|
18,244
|
29,812
|
24,323
|
52,409
|
|||||||||
Total
operating expenses
|
3,613,255
|
7,180,253
|
6,766,729
|
11,432,436
|
|||||||||
Operating
loss
|
(1,749,609
|
)
|
(3,085,939
|
)
|
(2,922,705
|
)
|
(3,846,463
|
)
|
|||||
Non-operating
income (expenses):
|
|
|
|
||||||||||
Earnings
(loss) from unconsolidated affiliates
|
1,953,578
|
(1,585,305
|
)
|
3,143,468
|
(2,400,861
|
)
|
|||||||
Gain
on sale of unconsolidated affiliate
|
-
|
-
|
1,296,423
|
-
|
|||||||||
Gain
on sale of marketable securities
|
-
|
36,797
|
-
|
36,797
|
|||||||||
Gain
on sale of assets
|
18,986
|
-
|
18,986
|
-
|
|||||||||
Gain
on settlement of development project
|
-
|
-
|
14,500
|
-
|
|||||||||
Interest
expense, net
|
(827,095
|
)
|
(910,146
|
)
|
(1,574,410
|
)
|
(1,772,253
|
)
|
|||||
Minority
interest
|
-
|
(438,754
|
)
|
-
|
(826,738
|
)
|
|||||||
Loss
before income
|
|
|
|
|
|||||||||
tax
(expense) benefit
|
(604,140
|
)
|
(5,983,347
|
)
|
(23,738
|
)
|
(8,809,518
|
)
|
|||||
Income
tax (expense) benefit
|
-
|
2,209,216
|
(37,916
|
)
|
3,200,325
|
||||||||
Net
loss
|
$
|
(604,140
|
)
|
$
|
(3,774,131
|
)
|
$
|
(61,654
|
)
|
$
|
(5,609,193
|
)
|
|
|
|
|
|
|
|||||||||
Per
share information:
|
|
|
|
|
|||||||||
Net
income (loss) per common share - basic
|
$
|
(0.05
|
)
|
$
|
(0.29
|
)
|
$
|
(0.00
|
)
|
$
|
(0.43
|
)
|
|
Net
income (loss) per common share -
|
|
|
|
|
|||||||||
diluted
|
$
|
(0.05
|
)
|
$
|
(0.29
|
)
|
$
|
(0.00
|
)
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
|||||||||
Basic
weighted average number of common shares
|
|
|
|
|
|||||||||
outstanding
|
12,939,130
|
12,934,998
|
12,939,130
|
12,936,792
|
|||||||||
Diluted
weighted average number of common shares
|
|
|
|
|
|||||||||
outstanding
|
12,939,130
|
12,934,998
|
12,939,130
|
12,936,792
|
Six
Months Ended
|
|||||||
|
October
28,
|
October
29,
|
|||||
|
2007
|
2006
|
|||||
Cash
flows from operating activities:
|
|
|
|||||
Net
loss
|
$
|
(61,654
|
)
|
$
|
(5,609,193
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|||||
Depreciation
|
404,380
|
380,712
|
|||||
Amortization
of capitalized development costs
|
--
|
155,790
|
|||||
Write-off
of notes receivable
|
--
|
3,171,958
|
|||||
Write-off
of development costs
|
--
|
373,100
|
|||||
Impairment
of unconsolidated affiliate
|
100,000
|
--
|
|||||
Gain
on sale of development project
|
(18,986
|
)
|
--
|
||||
Gain
on settlement of development project
|
(14,500
|
)
|
--
|
||||
Gain
on sale of marketable securities
|
--
|
(36,797
|
)
|
||||
Stock-based
compensation
|
225,037
|
148,830
|
|||||
Resticted
stock compensation
|
--
|
97,749
|
|||||
Amortization
of deferred loan issuance costs
|
342,240
|
297,240
|
|||||
Minority
interest
|
--
|
826,738
|
|||||
Distributions
from unconsolidated affiliates
|
1,702,000
|
1,261,000
|
|||||
(Earnings)
loss from unconsolidated affiliates
|
(3,143,468
|
)
|
2,400,861
|
||||
Gain
on sale of unconsolidatd affiliate
|
(1,296,423
|
)
|
--
|
||||
Deferred
income tax benefit
|
--
|
(3,200,325
|
)
|
||||
Changes
in operating assets and liabilities:
|
|
|
|||||
Receivables
and other assets
|
(1,202,288
|
)
|
(1,460,738
|
)
|
|||
Accounts
payable and accrued liabilities
|
919,286
|
625,130
|
|||||
Net
cash used in operating activities
|
(2,044,376
|
)
|
(567,945
|
)
|
|||
Cash
flows from investing activities:
|
|
|
|||||
Capitalized
development costs
|
(60,500
|
)
|
(230,161
|
)
|
|||
Advances
on development projects held for sale
|
(3,979
|
)
|
--
|
||||
Purchase
of property and equipment
|
(119,513
|
)
|
(221,286
|
)
|
|||
Net
proceeds from sale of marketable securities
|
--
|
151,875
|
|||||
Advances
on notes receivable
|
--
|
(219,609
|
)
|
||||
Advances
on notes receivable - affiliates
|
--
|
(1,600,000
|
)
|
||||
Collections
of notes receivable - affiliates
|
--
|
200,000
|
|||||
Proceeds
from the sale of an unconsolidated affiliate
|
2,210,073
|
--
|
|||||
Proceeds
from the sale of development projects
|
500,000
|
--
|
|||||
Maturity
of (investment in) restricted cash
|
1,050,000
|
(1,050,000
|
)
|
||||
Net
cash provided by (used in) investing activities
|
3,576,081
|
(2,969,181
|
)
|
||||
Cash
flows from financing activities:
|
|
|
|||||
Repayment
on term loans
|
(1,875,694
|
)
|
(1,394,355
|
)
|
|||
(Repayments)
borrowings on credit facilities, net
|
(650,000
|
)
|
3,000,000
|
||||
Deferred
loan issuance costs
|
(225,000
|
)
|
(90,000
|
)
|
|||
Acquisition
of treasury stock
|
--
|
(435,281
|
)
|
||||
Cash
proceeds from exercise of stock options
|
--
|
8,250
|
|||||
Cash
distribution to minority interest owners
|
--
|
(836,051
|
)
|
||||
Net
cash provided by (used in) financing activities
|
(2,750,694
|
)
|
252,563
|
||||
|
|
|
|||||
Net
decrease in cash and cash equivalents
|
(1,218,989
|
)
|
(3,284,563
|
)
|
|||
Cash
and cash equivalents at beginning of period
|
2,803,560
|
4,296,154
|
|||||
Cash
and cash equivalents at end of period
|
$
|
1,584,571
|
$
|
1,011,591
|
|||
|
|
|
|||||
Supplemental
cash flow information:
|
|
|
|||||
Cash
paid for interest
|
$
|
1,610,866
|
$
|
2,191,449
|
|||
|
|
|
|||||
Income
tax payments
|
$
|
37,916
|
$
|
--
|
|||
|
|
|
|||||
Non-cash
financing activities:
|
|
||||||
Restricted
common stock issued for services
|
$
|
--
|
$
|
97,750
|
|||
Note
receivable converted into equity investment in American
Racing
|
$
|
--
|
$
|
1,400,000
|
|||
Indemnification
of guaranty liability
|
$
|
4,610,000
|
$
|
--
|
|||
Issuance
of stock options in settlement of severance obligation
|
$
|
199,587
|
$
|
--
|
|||
Issuance
of note receivable to purchasers of unconsolidated
affiliate
|
$
|
2,200,000
|
$
|
--
|
|||
Unrealized
gain on marketable securities
|
$
|
2,000
|
$
|
10,692
|
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
|
October
28, 2007
|
October
29, 2006
|
October
28, 2007
|
October
29, 2006
|
|||||||||
Food
and beverage
|
$
|
155,324
|
$
|
161,118
|
$
|
316,867
|
$
|
290,920
|
|||||
Other
|
2,638
|
4,024
|
3,892
|
9,227
|
|||||||||
Total
cost of complimentary services
|
$
|
157,962
|
$
|
165,142
|
$
|
320,759
|
$
|
300,147
|
Net
Ownership
|
Equity
in Earnings (Loss)
|
Equity
in Earnings (Loss)
|
|||||||||||||||||||||||
Interest
|
Investment
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||||||||||
October
28,
|
April
29,
|
October
28,
|
April
29,
|
October
28,
|
October
29,
|
October
28,
|
October
29,
|
||||||||||||||||||
Unconsolidated affiliates: |
2007
|
2007
|
2007
|
2007
|
2007
|
2006
|
2007
|
2006
|
|||||||||||||||||
(Percent)
|
|||||||||||||||||||||||||
Isle
of Capri - Black Hawk, L.L.C. (1)
|
43
|
43
|
$
|
24,546,901
|
$
|
22,306,025
|
$
|
2,014,817
|
$
|
546,929
|
$
|
3,942,876
|
$
|
1,617,973
|
|||||||||||
Route
66 Casinos, L.L.C. (2)
|
51
|
51
|
4,509,183
|
4,509,183
|
--
|
--
|
--
|
--
|
|||||||||||||||||
American
Racing and Entertainment, LLC (3)
|
--
|
23
|
--
|
8,215,042
|
--
|
(2,135,917
|
)
|
(840,368
|
)
|
(4,050,636
|
)
|
||||||||||||||
Buena
Vista Development Company, LLC (4)
|
40
|
35
|
164,965
|
171,169
|
(1,098
|
)
|
(2,567
|
)
|
(6,204
|
)
|
(698
|
)
|
|||||||||||||
Sunrise
Land and Mineral Corporation (5)
|
50
|
50
|
347,653
|
400,489
|
(60,141
|
)
|
6,250
|
47,164
|
32,500
|
||||||||||||||||
Restaurant
Connections International, Inc. (6)
|
34
|
34
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||
Total
investments in unconsolidated affiliates
|
|
|
$
|
29,568,702
|
$
|
35,601,908
|
|
|
|
|
|||||||||||||||
Total
earnings (loss) from unconsolidated affiliates
|
|
|
|
|
$
|
1,953,578
|
$
|
(1,585,305
|
)
|
$
|
3,143,468
|
$
|
(2,400,861
|
)
|
(1)
|
Separate
financial statements for this entity are included herein.
|
|
(2)
|
Equity
method of accounting is utilized despite our ownership interest
being
greater than 50%. Effective with Route 66 Casinos’ calendar quarter ended
September 30, 2005, we discontinued the recording of any estimated
earnings due to the sale and the termination of the equipment
leases. See
Note 14.
|
|
(3)
|
Represents
our equity investment in a racing and gaming development project.
On June
14, 2007 we sold our membership interest to two of our partners.
Equity in
loss recorded for the six months ended October 28, 2007 includes
the
period of April 1, 2007 through June 14, 2007.
|
|
(4)
|
This
is an investment in a gaming development project. At May 5, 2007,
our
ownership interest increased to 40%.
|
|
(5)
|
Represents
our equity investment in a real estate investment and development
project.
This asset is held for sale and has been presented accordingly
on the
balance sheet as of October 28, 2007 and April 29, 2007.
|
|
(6)
|
Investment
in RCI was reduced to zero in fiscal year 2000. This asset is
held for
sale as of October 28, 2007.
|
|
|
Net
Ownership
|
Capitalized
Development Costs
|
|||||||||||
|
Interest
|
Investment
|
|||||||||||
|
October
28
|
April
29,
|
October
28
|
April
29,
|
|||||||||
Development
Projects:
|
2007
|
2007
|
2007
|
2007
|
|||||||||
|
(Percent)
|
|
|||||||||||
|
|
|
|
|
|||||||||
Gold
Mountain Development, L.L.C. (1)
|
100
|
100
|
$
|
3,437,931
|
$
|
3,433,953
|
|||||||
Goldfield
Resources, Inc. (2)
|
--
|
100
|
-
|
480,812
|
|||||||||
Other
(3)
|
|
|
398,202
|
323,202
|
|||||||||
Total
investments- development projects
|
|
|
$
|
3,836,133
|
$
|
4,237,967
|
(1) |
Acquisition
and development costs incurred for approximately 270 acres of real
property in the vicinity of Black Hawk, Colorado. This asset
is held for
sale and has been presented accordingly on the balance sheet
as of October
28, 2007 and April 29, 2007.
|
(2) |
Acquisition
cost incurred for 9,000 acres of mining claims in fiscal year
1999. We
sold this asset on October 18,
2007.
|
(3) |
Development
cost incurred for other development
projects.
|
|
October
28,
|
April 29,
|
|||||
|
2007
|
2007
|
|||||
Assets
|
(in
thousands)
|
||||||
Current
assets:
|
|
|
|||||
Cash
and cash equivalents
|
$
|
13,708
|
$
|
14,829
|
|||
Accounts
receivable - trade, net
|
360
|
493
|
|||||
Accounts
receivable - member
|
45
|
53
|
|||||
Deferred
income taxes
|
317
|
295
|
|||||
Inventories
|
1,236
|
1,160
|
|||||
Note
receivable - member
|
-
|
1,273
|
|||||
Prepaid
expenses and other
|
3,037
|
680
|
|||||
Total
current assets
|
18,703
|
18,783
|
|||||
|
|
|
|||||
Property
and equipment, net
|
230,359
|
232,771
|
|||||
Deferred
financing costs, net of accumulated amortization
|
1,722
|
1,312
|
|||||
Deferred
income taxes asset
|
8,319
|
6,035
|
|||||
Goodwill
and other intangible assets
|
26,865
|
26,865
|
|||||
Prepaid
deposits and other
|
464
|
858
|
|||||
Total
assets
|
$
|
286,432
|
$
|
286,624
|
|||
|
|
|
|||||
Liabilities
and members' equity
|
|
|
|||||
Current
liabilities:
|
|
|
|||||
Current
maturities of long-term debt
|
$
|
2,037
|
$
|
2,033
|
|||
Accounts
payable - trade
|
1,833
|
2,023
|
|||||
Accounts
payable - related
|
2,706
|
3,153
|
|||||
Accrued
liabilities:
|
|
|
|||||
Interest
|
1,409
|
1,721
|
|||||
Payroll
and related expenses
|
4,202
|
4,285
|
|||||
Property,
gaming and other taxes
|
6,477
|
4,240
|
|||||
Progressive
jackpot and slot club awards
|
2,134
|
2,437
|
|||||
Other
|
530
|
735
|
|||||
Total
current liabilities
|
21,328
|
20,627
|
|||||
|
|
|
|||||
Long-term
liabilities:
|
|
|
|||||
Long-term
debt, less current maturities
|
193,445
|
201,865
|
|||||
Deferred
income tax liability
|
2,284
|
-
|
|||||
Other
long-term liabilities
|
1,022
|
923
|
|||||
Total
long-term liabilities
|
196,751
|
202,788
|
|||||
Total
liabilities
|
218,079
|
223,415
|
|||||
Members’
equity
|
68,353
|
63,209
|
|||||
Total
liabilities and members' equity
|
$
|
286,432
|
$
|
286,624
|
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
|
October
28,
|
October
29,
|
October
28,
|
October
29,
|
|||||||||
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Revenues
|
(in
thousands)
|
(in
thousands)
|
|||||||||||
Casino
|
$
|
41,955
|
$
|
43,403
|
$
|
84,161
|
$
|
85,858
|
|||||
Rooms
|
2,679
|
2,918
|
5,175
|
5,684
|
|||||||||
Food,
beverage and other
|
4,613
|
4,706
|
9,076
|
9,891
|
|||||||||
Gross
revenues
|
49,247
|
51,027
|
98,412
|
101,433
|
|||||||||
Less
promotional allowances
|
(9,946
|
)
|
(11,524
|
)
|
(19,892
|
)
|
(22,316
|
)
|
|||||
Net
revenues
|
39,301
|
39,503
|
78,520
|
79,117
|
|||||||||
|
|
|
|
|
|||||||||
Operating
expenses
|
|
|
|
|
|||||||||
Casino
|
5,320
|
6,942
|
10,775
|
13,074
|
|||||||||
Gaming
taxes
|
8,084
|
8,410
|
16,246
|
16,711
|
|||||||||
Rooms
|
501
|
514
|
1,054
|
1,029
|
|||||||||
Food,
beverage and other
|
802
|
863
|
1,644
|
2,128
|
|||||||||
Facilities
|
1,729
|
2,080
|
3,561
|
4,148
|
|||||||||
Marketing
and administrative
|
8,783
|
10,607
|
17,258
|
20,787
|
|||||||||
Management
fees
|
1,853
|
1,789
|
3,706
|
3,534
|
|||||||||
Depreciation
and amortization
|
3,997
|
4,025
|
7,968
|
7,945
|
|||||||||
Total
operating expenses
|
31,069
|
35,230
|
62,212
|
69,356
|
|||||||||
|
|
|
|
|
|||||||||
Operating
income
|
8,232
|
4,273
|
16,308
|
9,761
|
|||||||||
Interest
expense, net
|
(3,769
|
)
|
(3,772
|
)
|
(7,445
|
)
|
(7,443
|
)
|
|||||
Income
before income taxes
|
4,463
|
501
|
8,863
|
2,318
|
|||||||||
Income
tax benefit
|
294
|
772
|
376
|
1,444
|
|||||||||
Net
income
|
$
|
4,757
|
$
|
1,273
|
$
|
9,239
|
$
|
3,762
|
For
the Periods Ended,
|
|||||||
June
14, 2007
|
September
30, 2006
|
||||||
(in
thousands)
|
|||||||
Gross
Revenue
|
$
|
18,497
|
$
|
15,873
|
|||
Total
Expenses
|
21,852
|
26,004
|
|||||
Minority
Interest
|
(213
|
)
|
(5
|
)
|
|||
Net
loss
|
$
|
(3,142
|
)
|
$
|
(10,126
|
)
|
|
October
28,
|
April
29,
|
|||||
|
2007
|
2007
|
|||||
|
|
|
|||||
$55.0
million Revolving Credit Facility, 8.5% interest, maturing
|
$
|
54,350,000
|
$
|
55,000,000
|
|||
September
2008
|
|
|
|||||
$5.9
million Note Payable, LIBOR plus 450 basis points
interest,
|
|
|
|||||
quarterly
payment equal to distribution from IC-BH until it is
|
|
|
|||||
paid
in full
|
-
|
1,272,672
|
|||||
$2.0
million Note Payable, LIBOR plus 425 basis points
interest,
|
|
|
|||||
monthly
principal payments of $100,000 with final payment due in
|
|
|
|||||
January
2008
|
186,484
|
786,484
|
|||||
Automobile
Loan, 7.5% interest, amortizing for 60 months with
|
|
|
|||||
final
payment due in October 2010
|
25,371
|
28,393
|
|||||
Total
|
54,561,855
|
57,087,549
|
|||||
Less:
current maturities
|
(54,544,141
|
)
|
(2,066,518
|
)
|
|||
Total
long-term financing obligations
|
$
|
17,714
|
$
|
55,021,031
|
Three
Months Ended
|
Six
Months
Ended
|
Three
Months Ended
|
Six
Months
Ended
|
||||||||||
October
28, 2007
|
October
29, 2006
|
||||||||||||
Stock
options
|
$
|
179,309
|
$
|
225,037
|
$
|
115,203
|
$
|
148,830
|
|||||
Less:
Related tax benefit
|
-
|
-
|
(42,015
|
)
|
(54,279
|
)
|
|||||||
Total
share-based compensation expense, net of tax
|
$
|
179,309
|
$
|
225,037
|
$
|
73,188
|
$
|
94,551
|
|
•
|
|
The
incentive stock option plan allowed for the issuance of up to
3.25 million stock options
|
|
|
|
|
|
•
|
|
For
stock options, the exercise price of the award must equal the
fair market
value of the stock on the date of grant, and the maximum term
of such an
award is ten years
|
Weighted
|
|||||||||||||
Weighted
|
Average
|
Aggregate
|
|||||||||||
Average
|
Remaining
|
Intrinsic
|
|||||||||||
Shares
|
Exercise
|
Contractual
|
Value
|
||||||||||
(000’s)
|
Price
|
Term
|
($000’s)
|
||||||||||
Outstanding
at April 29, 2007
|
880,000
|
$
|
8.50
|
|
|
||||||||
Granted
|
620,000
|
1.77
|
|
|
|||||||||
Exercised
|
-
|
-
|
|
|
|||||||||
Forfeited
or expired
|
-
|
-
|
|
|
|||||||||
|
|
|
|
|
|||||||||
Outstanding
at October 28, 2007
|
1,500,000
|
$
|
5.72
|
3.5
|
$
|
-
|
|||||||
|
|
|
|
|
|||||||||
Exercisable
at October 28, 2007
|
890,000
|
$
|
7.73
|
2.3
|
$
|
-
|
|||||||
|
|
|
|
|
|
Six
Months Ended October 28, 2007 |
|||
|
|
|||
Expected
volatility
|
82.1
|
%
|
||
Expected
term
|
2.5
|
|||
Expected
dividend yield
|
-
|
|||
Risk-free
interest rate
|
4.10
|
%
|
||
Forfeiture
rate
|
-
|
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
|
October
28, 2007
|
October
29, 2006
|
October
28, 2007
|
October
29, 2006
|
|||||||||
Net
loss
|
$
|
(604,140
|
)
|
$
|
(3,774,131
|
)
|
$
|
(61,654
|
)
|
$
|
(5,609,193
|
)
|
|
Other
comprehensive loss
|
|
|
|
|
|||||||||
Unrealized
gain (loss) on securities
|
|
|
|
|
|||||||||
available
for sale, net of tax
|
--
|
(6,111
|
)
|
2,000
|
10,692
|
||||||||
Comprehensive
loss
|
$
|
(604,140
|
)
|
$
|
(3,780,242
|
)
|
$
|
(59,654
|
)
|
$
|
(5,598,501
|
)
|
|
As
of and for the Three Months Ended October 28,
2007
|
|||||||||
|
Gaming
|
Other
|
Totals
|
|||||||
|
|
|
|
|||||||
Net
revenue
|
$
|
1,846,743
|
$
|
16,903
|
$
|
1,863,646
|
||||
Segment
loss
|
(378,270
|
)
|
(225,870
|
)
|
(604,140
|
)
|
||||
Segment
assets
|
62,278,280
|
4,396,404
|
66,674,684
|
|||||||
Equity
investment:
|
|
|
|
|||||||
Isle
of Capri-Black Hawk, L.L.C.
|
24,546,901
|
--
|
24,546,901
|
|||||||
Route
66 Casinos, L.L.C.
|
4,509,183
|
--
|
4,509,183
|
|||||||
Buena
Vista Development Company, L.L.C
|
164,965
|
--
|
164,965
|
|||||||
Sunrise
Land and Mineral Corporation
|
--
|
347,653
|
347,653
|
|||||||
Depreciation
and amortization
|
199,684
|
2,283
|
201,967
|
|||||||
Additions
to property and equipment
|
12,650
|
--
|
12,650
|
|||||||
Interest
expense, net
|
827,095
|
--
|
827,095
|
|||||||
Income
tax benefit
|
--
|
--
|
-
|
|||||||
Earnings
from Isle of Capri-Black Hawk, L.L.C.
|
2,014,817
|
--
|
2,014,817
|
|||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(1,098
|
)
|
--
|
(1,098
|
)
|
|||||
Loss
from Sunrise Land and Mineral Corporation
|
--
|
(60,141
|
)
|
(60,141
|
)
|
|
As
of and for the Three Months Ended October 29,
2006
|
|||||||||
|
Gaming
|
Other
|
Totals
|
|||||||
|
|
|
|
|||||||
Net
revenue
|
$
|
4,077,412
|
$
|
16,902
|
$
|
4,094,314
|
||||
Segment
loss
|
(5,694,385
|
)
|
(288,962
|
)
|
(5,983,347
|
)
|
||||
Segment
assets
|
72,996,401
|
5,325,806
|
78,322,207
|
|||||||
Equity
investment:
|
|
|
|
|||||||
Isle
of Capri-Black Hawk, L.L.C.
|
21,503,339
|
--
|
21,503,339
|
|||||||
Route
66 Casinos, L.L.C.
|
4,509,183
|
--
|
4,509,183
|
|||||||
American
Racing and Entertainment, L.L.C.
|
11,439,870
|
--
|
11,439,870
|
|||||||
Buena
Vista Development Company, L.L.C
|
176,055
|
--
|
176,055
|
|||||||
Sunrise
Land and Mineral Corporation
|
--
|
411,440
|
411,440
|
|||||||
Depreciation
and amortization
|
272,086
|
2,264
|
274,350
|
|||||||
Additions
to property and equipment
|
130,668
|
--
|
130,668
|
|||||||
Interest
expense, net
|
910,146
|
--
|
910,146
|
|||||||
Income
tax benefit (expense)
|
2,102,523
|
106,693
|
2,209,216
|
|||||||
Earnings
from Isle of Capri-Black Hawk, L.L.C.
|
546,929
|
--
|
546,929
|
|||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(2,567
|
)
|
--
|
(2,567
|
)
|
|||||
Loss
from American Racing and Entertainment, L.L.C.
|
(2,135,917
|
)
|
--
|
(2,135,917
|
)
|
|||||
Earnings
from Sunrise Land and Mineral Corporation
|
--
|
6,250
|
6,250
|
|
As
of and for the Six Months Ended October 28, 2007
|
|||||||||
|
Gaming
|
Other
|
Totals
|
|||||||
|
|
|
|
|||||||
Net
revenue
|
$
|
3,810,219
|
$
|
33,805
|
$
|
3,844,024
|
||||
Segment
income (loss)
|
150,817
|
(174,555
|
)
|
(23,738
|
)
|
|||||
Segment
assets
|
62,278,280
|
4,396,404
|
66,674,684
|
|||||||
Equity
investment:
|
|
|
|
|||||||
Isle
of Capri-Black Hawk, L.L.C.
|
24,546,901
|
--
|
24,546,901
|
|||||||
Route
66 Casinos, L.L.C.
|
4,509,183
|
--
|
4,509,183
|
|||||||
Buena
Vista Development Company, L.L.C
|
164,965
|
--
|
164,965
|
|||||||
Sunrise
Land and Mineral Corporation
|
--
|
347,653
|
347,653
|
|||||||
Depreciation
and amortization
|
399,800
|
4,580
|
404,380
|
|||||||
Additions
to property and equipment
|
119,514
|
--
|
119,514
|
|||||||
Interest
expense, net
|
1,574,410
|
--
|
1,574,410
|
|||||||
Income
tax expense
|
34,564
|
3,352
|
37,916
|
|||||||
Earnings
from Isle of Capri-Black Hawk, L.L.C.
|
3,942,876
|
--
|
3,942,876
|
|||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(6,204
|
)
|
--
|
(6,204
|
)
|
|||||
Loss
from American Racing and Entertainment, L.L.C.
|
(840,368
|
)
|
--
|
(840,368
|
)
|
|||||
Earnings
from Sunrise Land and Mineral Corporation
|
--
|
47,164
|
47,164
|
|
As
of and for the Six Months Ended October 29, 2006
|
|||||||||
|
Gaming
|
Other
|
Totals
|
|||||||
|
|
|
|
|||||||
Net
revenue
|
$
|
7,552,168
|
$
|
33,805
|
$
|
7,585,973
|
||||
Segment
loss
|
(8,358,745
|
)
|
(450,773
|
)
|
(8,809,518
|
)
|
||||
Segment
assets
|
72,996,401
|
5,325,806
|
78,322,207
|
|||||||
Equity
investment:
|
|
|
|
|||||||
Isle
of Capri-Black Hawk, L.L.C.
|
21,503,339
|
--
|
21,503,339
|
|||||||
Route
66 Casinos, L.L.C.
|
4,509,183
|
--
|
4,509,183
|
|||||||
American
Racing and Entertainment, L.L.C.
|
11,439,870
|
--
|
11,439,870
|
|||||||
Buena
Vista Development Company, L.L.C
|
176,055
|
--
|
176,055
|
|||||||
Sunrise
Land and Mineral Corporation
|
--
|
411,440
|
411,440
|
|||||||
Depreciation
and amortization
|
532,089
|
4,413
|
536,502
|
|||||||
Additions
to property and equipment
|
221,286
|
--
|
221,286
|
|||||||
Interest
expense, net
|
1,772,253
|
--
|
1,772,253
|
|||||||
Income
tax benefit (expense)
|
3,036,568
|
163,757
|
3,200,325
|
|||||||
Earnings
from Isle of Capri-Black Hawk, L.L.C.
|
1,617,973
|
--
|
1,617,973
|
|||||||
Loss
from Buena Vista Development Company, L.L.C.
|
(698
|
)
|
--
|
(698
|
)
|
|||||
Loss
from American Racing and Entertainment, L.L.C.
|
(4,050,636
|
)
|
--
|
(4,050,636
|
)
|
|||||
Earnings
from Sunrise Land and Mineral Corporation
|
--
|
32,500
|
32,500
|
|
October
28,
|
|||
|
2007
|
|||
|
|
|||
Total
assets for reportable segments
|
$
|
66,674,684
|
||
Cash
and restricted cash not allocated to segments
|
1,584,571
|
|||
Notes
receivable not allocated to segments
|
5,721,066
|
|||
Total
assets
|
$
|
73,980,321
|
|
October
28, 2007
|
April
29, 2007
|
|||||
|
|
|
|||||
Accrued
interest receivable
|
$
|
5,295,816
|
$
|
4,157,381
|
|||
Deferred
loan issue cost, net
|
593,820
|
711,061
|
|||||
Other
assets
|
$
|
5,889,636
|
$
|
4,868,442
|
|||
|
|
|
|
Six
Months Ended
|
||||||
|
October
28,
|
October
29,
|
|||||
|
2007
|
2006
|
|||||
Net
cash provided by (used in):
|
|
|
|||||
Operating
activities
|
$
|
(2,044,376
|
)
|
$
|
(567,945
|
)
|
|
Investing
activities
|
3,576,081
|
(2,969,181
|
)
|
||||
Financing
activities
|
(2,750,694
|
)
|
252,563
|
|
Number
of Shares
|
|||||||||
Nominees
|
For
|
Against
|
Abstained
|
|||||||
Robert
B. Sturges
|
11,007,378
|
687,423
|
22,369
|
|||||||
William
J. Sherlock
|
11,051,102
|
456,169
|
209,899
|
|||||||
William
G. Jayroe
|
10,532,965
|
977,465
|
206,740
|
Number
of Shares
|
|||||||
For
|
Against
|
Abstained
|
|||||
9,246,110
|
2,459,286
|
11,773
|
Number
of Shares
|
|||||||
For
|
Against
|
Abstained
|
|||||
11,252,160
|
438,302
|
29,712
|
Exhibit
No.
|
|
Document
|
2.1
|
|
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
of to the
Company’s Form 8-K, filed April 29, 2005)
|
|
|
|
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 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 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 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)
|
|
|
|
4.5
|
|
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)
|
|
|
|
10.1
|
|
Second
Amended and Restated Operating Agreement of Isle of Capri Blackhawk
L.L.C.
(filed previously as Exhibit 10.1 to Form 10-K filed July 14,
2004)
|
|
|
|
10.2
|
|
First
Amended and Restated Members Agreement dated April 22, 2003 by
and between
Casino America of Colorado, Inc., Casino America, Inc., Blackhawk
Gold,
Ltd., and Nevada Gold & Casinos, Inc. (filed previously as Exhibit
10.2 to Form 10-K filed July 14, 2004)
|
|
|
|
10.3
|
|
License
Agreement dated July 29, 1997 by and between Casino America,
Inc. and Isle
of Capri Black Hawk L.L.C. (filed previously as Exhibit 10.5
to the
company’s Form 10-QSB, filed November 14, 1997)
|
|
|
|
10.4
|
|
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)
|
|
|
|
10.5
|
|
Second
Amended and Restated Nevada Gold & Casinos, Inc. 1999 Stock Option
Plan (filed previously as Exhibit 4.6 to Form S-8, file no. 333-126027)
|
|
|
|
10.9
|
|
Investment
Agreement dated April 21, 2005 by and among Casino Development
&
Management Company, LLC, Thomas C. Wilmot, Buena Vista Development
Company, LLC and Nevada Gold BVR, L.L.C
|
|
|
|
10.10
|
|
Amended
and Restated Operating Agreement dated April 21, 2005, by and
between
Casino Development & Management Company, LLC and Nevada Gold BVR,
L.L.C.
|
|
|
|
10.11
|
|
Promissory
Note dated May 4, 2005, in the amount of $14,810,200 executed
by Buena
Vista Development Company, LC as maker and payable to Nevada
Gold BVR,
L.L.C.
|
|
|
|
10.13
|
|
Employment
Agreement by and between Nevada Gold & Casinos, Inc., and Jon A.
Arnesen, dated as of August 31, 2005 (filed previously as Exhibit
10.13 to
the Company's Form 10-Q/A, filed December 16, 2005)
|
|
|
|
10.15
|
|
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)
|
|
|
|
10.16
(**)
|
|
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 Form 10-Q filed March 3, 2006)
|
Exhibit
No.
|
|
Document
|
|
|
|
10.17
(**)
|
|
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 Form 10-Q filed March 3, 2006)
|
|
|
|
10.18
(**)
|
|
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 Form 10-Q filed March 3, 2006).
|
|
|
|
10.19
(**)
|
|
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 Form 10-Q filed March 3, 2006).
|
10.20
(**)
|
|
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 Form 10-Q filed March 3, 2006).
|
||
|
|
|
||
10.21
(**)
|
|
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 Form 10-Q filed March 3, 2006).
|
||
|
|
|
||
10.23
|
|
Amended
and Restated Operating Agreement of American Racing and Entertainment,
L.L.C. dated effective as of March 1 2006, by and between Nevada
Gold NY,
Inc., Track Power, Inc. and Southern Tier Acquisition II LLC
(filed
previously as Exhibit 10.23 to Form 10-Q filed March 3, 2006).
|
||
|
|
|
||
10.25
|
|
Unconditional
and Continuing Guaranty Agreement dated May 1, 2006, by Jeffrey
Gural and
Nevada Gold & Casinos, Inc., to and for the benefit of Vestin
Mortgage, Inc. (previously filed as Exhibit 10.25 to Form 8-K
filed May 5,
2006).
|
||
10.27 (+) | Employment Agreement dated November 27, 2006 by and between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.27 to Form 10-Q filed December 15, 2006) | |||
10.27A (+) | 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 Form 8-K filed August 31, 2007) | |||
10.27B (+) | 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 Form 8-K filed October 30, 2007) | |||
10.28 (+) | Employment Agreement dated October 24, 2006 by and between James J. Kohn and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to Form 10-Q filed March 9, 2007) | |||
10.29 (+) | Employment Agreement dated , December 29, 2006 by and between Ernest E. East and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to Form 10-Q filed March 9, 2007) |
|
|
|
||
10.30
(+)
|
Separation
Agreement and Release between Nevada Gold & Casinos, Inc. and H.
Thomas Winn (filed previously as Exhibit 10.1 to Form 8-K filed
July 9,
2007)
|
|||
|
|
|
||
10.31
|
Mutual
Release between River Rock Entertainment Authority and Dry Creek
Casino,
LLC (filed previously as Exhibit 10.1 to Form 8-K filed March
5, 2007)
|
|||
|
|
|
||
10.33
|
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 Form 8-K filed June 21, 2007)
|
|||
|
|
|
||
10.34
|
|
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 Form 8-K
filed July 30, 2007)
|
Exhibit No. | Document | |||
|
|
|
||
10.35
|
|
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 Form 8-K filed October
15,
2007)
|
||
|
|
|
||
10.36
|
|
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 Form 8-K filed
November 13,
2007)
|
||
|
|
|
||
10.37
|
|
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 Form 8-K filed November
13,
2007)
|
||
|
|
|
||
10.38
|
|
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 Form 8-K filed November
13,
2007)
|
||
|
|
|
||
10.39
|
|
Promissory
Note issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers dated
November 13, 2007 (filed previously as Exhibit 10.4 to Form 8-K
filed
November 13, 2007)
|
||
|
|
|
||
10.40
|
|
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
Form 8-K
filed November 13, 2007)
|
||
|
|
|
||
10.41
|
|
Agreement
of Sale between Columbia Properties Vicksburg, LLC and Nevada
Gold
Vicksburg, LLC dated November 13, 2007 (filed previously as Exhibit
10.6
to Form 8-K filed November 13, 2007)
|
||
|
|
|
||
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:
December 7, 2007
|
|
Exhibit No. | Document | |
2.1
|
|
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
of to the
Company’s Form 8-K, filed April 29, 2005)
|
|
|
|
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 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 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 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)
|
|
|
|
4.5
|
|
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)
|
|
|
|
10.1
|
|
Second
Amended and Restated Operating Agreement of Isle of Capri Blackhawk
L.L.C.
(filed previously as Exhibit 10.1 to Form 10-K filed July 14,
2004)
|
|
|
|
10.2
|
|
First
Amended and Restated Members Agreement dated April 22, 2003 by
and between
Casino America of Colorado, Inc., Casino America, Inc., Blackhawk
Gold,
Ltd., and Nevada Gold & Casinos, Inc. (filed previously as Exhibit
10.2 to Form 10-K filed July 14, 2004)
|
|
|
|
10.3
|
|
License
Agreement dated July 29, 1997 by and between Casino America,
Inc. and Isle
of Capri Black Hawk L.L.C. (filed previously as Exhibit 10.5
to the
company’s Form 10-QSB, filed November 14, 1997)
|
|
|
|
10.4
|
|
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)
|
|
|
|
10.5
|
|
Second
Amended and Restated Nevada Gold & Casinos, Inc. 1999 Stock Option
Plan (filed previously as Exhibit 4.6 to Form S-8, file no. 333-126027)
|
|
|
|
10.9
|
|
Investment
Agreement dated April 21, 2005 by and among Casino Development
&
Management Company, LLC, Thomas C. Wilmot, Buena Vista Development
Company, LLC and Nevada Gold BVR, L.L.C
|
|
|
|
10.10
|
|
Amended
and Restated Operating Agreement dated April 21, 2005, by and
between
Casino Development & Management Company, LLC and Nevada Gold BVR,
L.L.C.
|
|
|
|
10.11
|
|
Promissory
Note dated May 4, 2005, in the amount of $14,810,200 executed
by Buena
Vista Development Company, LC as maker and payable to Nevada
Gold BVR,
L.L.C.
|
|
|
|
Exhibit No. | Document | |
10.13
|
|
Employment
Agreement by and between Nevada Gold & Casinos, Inc., and Jon A.
Arnesen, dated as of August 31, 2005 (filed previously as Exhibit
10.13 to
the Company's Form 10-Q/A, filed December 16, 2005)
|
|
|
|
10.15
|
|
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)
|
|
|
|
10.16
(**)
|
|
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 Form 10-Q filed March 3, 2006)
|
|
|
|
10.17
(**)
|
|
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 Form 10-Q filed March 3, 2006)
|
|
|
|
10.18
(**)
|
|
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 Form 10-Q filed March 3, 2006).
|
|
|
|
10.19
(**)
|
|
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 Form 10-Q filed March 3, 2006).
|
10.20 (**) | 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 Form 10-Q filed March 3, 2006). | |
10.21 (**) | 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 Form 10-Q filed March 3, 2006). | |
10.23 | Amended and Restated Operating Agreement of American Racing and Entertainment, L.L.C. dated effective as of March 1 2006, by and between Nevada Gold NY, Inc., Track Power, Inc. and Southern Tier Acquisition II LLC (filed previously as Exhibit 10.23 to Form 10-Q filed March 3, 2006). | |
10.25 | Unconditional and Continuing Guaranty Agreement dated May 1, 2006, by Jeffrey Gural and Nevada Gold & Casinos, Inc., to and for the benefit of Vestin Mortgage, Inc. (previously filed as Exhibit 10.25 to Form 8-K filed May 5, 2006). | |
10.27 (+) | Employment Agreement dated November 27, 2006 by and between Robert B. Sturges and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.27 to Form 10-Q filed December 15, 2006) | |
10.27A (+) | 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 Form 8-K filed August 31, 2007) | |
10.27B (+) | 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 Form 8-K filed October 30, 2007) | |
10.28 (+) | Employment Agreement dated October 24, 2006 by and between James J. Kohn and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to Form 10-Q filed March 9, 2007) | |
10.29 (+) | Employment Agreement dated , December 29, 2006 by and between Ernest E. East and Nevada Gold & Casinos, Inc. (filed previously as Exhibit 10.28 to Form 10-Q filed March 9, 2007) |
Exhibit No. | Document | |||
|
|
|
||
10.30
(+)
|
Separation
Agreement and Release between Nevada Gold & Casinos, Inc. and H.
Thomas Winn (filed previously as Exhibit 10.1 to Form 8-K filed
July 9,
2007)
|
|||
|
|
|
||
10.31
|
Mutual
Release between River Rock Entertainment Authority and Dry Creek
Casino,
LLC (filed previously as Exhibit 10.1 to Form 8-K filed March
5, 2007)
|
|||
|
|
|
||
10.33
|
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 Form 8-K filed June 21, 2007)
|
|||
|
|
|
||
10.34
|
|
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 Form 8-K
filed July 30, 2007)
|
||
|
|
|
||
10.35
|
|
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 Form 8-K filed October
15,
2007)
|
||
|
|
|
||
10.36
|
|
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 Form 8-K filed
November 13,
2007)
|
||
|
|
|
||
10.37
|
|
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 Form 8-K filed November
13,
2007)
|
||
|
|
|
||
10.38
|
|
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 Form 8-K filed November
13,
2007)
|
||
|
|
|
||
10.39
|
|
Promissory
Note issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers dated
November 13, 2007 (filed previously as Exhibit 10.4 to Form 8-K
filed
November 13, 2007)
|
||
|
|
|
||
10.40
|
|
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
Form 8-K
filed November 13, 2007)
|
||
|
|
|
||
10.41
|
|
Agreement
of Sale between Columbia Properties Vicksburg, LLC and Nevada
Gold
Vicksburg, LLC dated November 13, 2007 (filed previously as Exhibit
10.6
to Form 8-K filed November 13, 2007)
|
||
|
|
|
||
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. |