Form 10-Q NEVADA GOLD & CASINOS For: Oct 31

�

UNITED STATES

�

SECURITIES AND EXCHANGE COMMISSION

�

Washington, D.C. 20549

�

FORM 10-Q

�

(Mark One)

�

x

Quarterly�Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

�

For the quarterly period ended October 31, 2014

�

�

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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For the transition period from_______________________ to ___________________________

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Commission File Number 1-15517

Nevada Gold & Casinos, Inc.

�

(Exact name of registrant as specified in its charter)

�

Nevada �	88-0142032
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

�

133 E. Warm Springs Road	�
Suite 102	�
Las Vegas, Nevada	89119
(Address of principal executive offices)	(Zip Code)

�

Registrant’s telephone number including area code:

�����(702) 685-1000

�

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for any shorter period that the registrant was required to file the reports), and (2) has been subject to those filing requirements for the past 90 days. xYes � No

�

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (�232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).

x Yes � No

�

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

�

Large accelerated filer � Accelerated filer � Non-accelerated filer � Smaller Reporting Company x

�

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).���

�

� Yes �x No

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The number of common shares, $0.12 par value per share, issued and outstanding, was 16,221,453 as of December 1, 2014.

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TABLE OF CONTENTS

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�	�	Page
�	�	�
PART I. FINANCIAL INFORMATION
�	�	�
Item 1.	Financial Statements	�
�	Consolidated Balance Sheets – October 31, 2014 (unaudited) and April 30, 2014	2
�	Consolidated Statements of Operations – Three and six months ended October 31, 2014 (unaudited) and October��31, 2013 (unaudited)	3
�	Consolidated Statements of Cash Flows –Six months ended October 31, 2014 (unaudited) and October 31, 2013 (unaudited)	4
�	Notes to Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
�	�	�
PART II. OTHER INFORMATION
�	�	�
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

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�

FORWARD-LOOKING STATEMENTS

�

Factors that May Affect Future Results

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(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

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Certain information included in this Form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us or our representatives) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” or other words or expressions of similar meaning, may identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. Forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, expectations, anticipations, intentions with respect to the financial condition, results of operations, future performance and the business of us, including statements relating to our business strategy and our current and future development plans. These statements may also involve other factors which are detailed in the “Risk Factors” and other sections of our Annual Report on Form 10-K for the year ended April 30, 2014 and other filings with the Securities and Exchange Commission.

�

Although we believe that the assumptions underlying these forward-looking statements are reasonable, any or all of the forward-looking statements in this report and in any other public statements that are made may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this report will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this report or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

�

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any further disclosures made on related subjects in our subsequent reports filed with the Securities and Exchange Commission should be consulted.

�

�

Part I. Financial Information

Item 1. Financial Statements

Nevada Gold & Casinos, Inc.

Consolidated Balance Sheets

�

�	�	October��31,		�	�	April 30,		�
�	�	2014		�	�	2014		�
�	�	(unaudited)		�	�	�		�
�	�	�		�	�	�		�
ASSETS������	�	�	�	�	�	�	�	�
Current assets:	�	�	�	�	�	�	�	�
Cash and cash equivalents	�	$	7,771,800	�	�	$	7,738,985	�
Restricted cash	�	�	1,511,321	�	�	�	1,388,995	�
Accounts receivable, net of allowances of $42,098 at October 31, 2014 and April 30, 2014, respectively	�	�	384,171	�	�	�	252,504	�
Prepaid expenses	�	�	1,100,759	�	�	�	829,228	�
Deferred tax asset, current portion	�	�	-	�	�	�	98,643	�
Notes receivable, current portion	�	�	343,354	�	�	�	332,973	�
Inventory and other current assets	�	�	375,019	�	�	�	344,686	�
Total current assets	�	�	11,486,424	�	�	�	10,986,014	�
�	�	�	�	�	�	�	�	�
Real estate held for sale	�	�	1,100,000	�	�	�	1,100,000	�
Notes receivable, net of current portion	�	�	1,540,876	�	�	�	1,730,246	�
Goodwill	�	�	16,103,583	�	�	�	16,103,583	�
Identifiable intangible assets, net of accumulated amortization of $6,229,931 and $5,619,009 at October 31, 2014 and April 30, 2014, respectively	�	�	5,143,245	�	�	�	5,754,167	�
Property and equipment, net of accumulated depreciation of $4,063,096 and $3,632,349 at October 31, 2014 and April 30, 2014, respectively	�	�	4,371,414	�	�	�	4,289,178	�
Deferred tax asset, net of current portion	�	�	4,102,782	�	�	�	4,356,972	�
Other assets	�	�	439,497	�	�	�	486,466	�
Total assets	�	$	44,287,821	�	�	$	44,806,626	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS’ EQUITY���������	�	�	�	�	�	�	�	�
Current liabilities:	�	�	�	�	�	�	�	�
Accounts payable and accrued payroll	�	$	1,715,111	�	�	$	1,427,010	�
Accrued interest payable	�	�	32,025	�	�	�	37,470	�
Other accrued liabilities	�	�	2,659,806	�	�	�	2,178,317	�
Long-term debt, current portion	�	�	325,000	�	�	�	1,625,000	�
Total current liabilities	�	�	4,731,942	�	�	�	5,267,797	�
Long-term debt, net of current portion	�	�	9,875,000	�	�	�	10,725,000	�
Other long-term��liabilities	�	�	509,541	�	�	�	486,870	�
Total liabilities	�	�	15,116,483	�	�	�	16,479,667	�
�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
Stockholders' equity:	�	�	�	�	�	�	�	�
Common stock, $0.12 par value per share; 50,000,000 shares authorized; 17,004,290 and 16,980,676 shares issued and 16,221,453 and 16,197,839 shares outstanding at October 31, 2014, and April 30, 2014, respectively	�	�	2,040,523	�	�	�	2,037,689	�
Additional paid-in capital	�	�	24,644,027	�	�	�	24,578,117	�
Retained earnings	�	�	9,418,823	�	�	�	8,648,727	�
Treasury stock, 782,837 shares at October 31, 2014 and April 30, 2014, respectively, at cost	�	�	(6,932,035	)	�	�	(6,932,035	)
Accumulated other comprehensive loss	�	�	-	�	�	�	(5,539	)
Total stockholders' equity	�	�	29,171,338	�	�	�	28,326,959	�
Total liabilities and stockholders' equity	�	$	44,287,821	�	�	$	44,806,626	�

�

The accompanying notes are an integral part of these consolidated financial statements.

�

�

Nevada Gold & Casinos, Inc.

Consolidated Statements of Operations

(unaudited)

�

�

�

Three Months Ended

�

�

Six Months Ended

�

�

�

October 31,

�

�

October 31,

�

�

October 31,

�

�

October 31,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

Revenues:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Casino

�

$

14,427,144

�

�

$

14,479,974

�

�

$

28,579,135

�

�

$

28,428,453

�

Food and beverage

�

�

2,559,929

�

�

�

2,511,766

�

�

�

4,928,870

�

�

�

4,870,074

�

Other

�

�

461,780

�

�

�

431,354

�

�

�

901,886

�

�

�

863,400

�

Gross revenues

�

�

17,448,853

�

�

�

17,423,094

�

�

�

34,409,891

�

�

�

34,161,927

�

Less promotional allowances

�

�

(1,089,023

)

�

�

(1,073,977

)

�

�

(2,128,747

)

�

�

(2,122,020

)

Net revenues

�

�

16,359,830

�

�

�

16,349,117

�

�

�

32,281,144

�

�

�

32,039,907

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Expenses:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Casino

�

�

8,333,307

�

�

�

8,482,388

�

�

�

16,543,443

�

�

�

16,896,279

�

Food and beverage

�

�

1,371,296

�

�

�

1,281,597

�

�

�

2,642,019

�

�

�

2,498,307

�

Marketing and administrative

�

�

4,132,066

�

�

�

4,076,583

�

�

�

8,251,038

�

�

�

8,386,524

�

Facility

�

�

532,848

�

�

�

491,720

�

�

�

1,016,514

�

�

�

970,481

�

Corporate expense

�

�

551,953

�

�

�

585,090

�

�

�

1,138,401

�

�

�

1,213,308

�

Other

�

�

76,117

�

�

�

70,576

�

�

�

143,927

�

�

�

125,056

�

Depreciation and amortization

�

�

544,620

�

�

�

565,288

�

�

�

1,089,655

�

�

�

1,127,225

�

Loss on sale of assets

�

�

25,120

�

�

�

4,546

�

�

�

17,087

�

�

�

8,517

�

Write-off of project development cost

�

�

-

�

�

�

56,959

�

�

�

-

�

�

�

56,959

�

Total operating expenses

�

�

15,567,327

�

�

�

15,614,747

�

�

�

30,842,084

�

�

�

31,282,656

�

Operating income

�

�

792,503

�

�

�

734,370

�

�

�

1,439,060

�

�

�

757,251

�

Non-operating income (expenses):

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Interest income

�

�

30,362

�

�

�

34,090

�

�

�

61,517

�

�

�

68,485

�

Interest expense and amortization of loan issue costs

�

�

(178,803

)

�

�

(433,179

)

�

�

(367,766

)

�

�

(864,643

)

Decrease in swap fair value

�

�

(20,654

)

�

�

-

�

�

�

(2,346

)

�

�

-

�

Write-off of marketable securities

�

�

(7,539

)

�

�

-

�

�

�

(7,539

)

�

�

-

�

Income (loss) before income tax benefit (expense)

�

�

615,869

�

�

�

335,281

�

�

�

1,122,926

�

�

�

(38,907

)

Income tax benefit (expense)

�

�

(199,802

)

�

�

(114,524

)

�

�

(352,830

)

�

�

43,837

�

Net income

�

$

416,067

�

�

$

220,757

�

�

$

770,096

�

�

$

4,930

�

Per share information:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income per common share - basic and diluted

�

$

0.03

�

�

$

0.01

�

�

$

0.05

�

�

$

0.00

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic weighted average number of shares outstanding

�

�

16,213,307

�

�

�

16,105,775

�

�

�

16,206,721

�

�

�

16,104,725

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted weighted average number of shares outstanding

�

�

16,381,094

�

�

�

16,208,227

�

�

�

16,382,159

�

�

�

16,171,182

�

�

The accompanying notes are an integral part of these consolidated financial statements.

�

�

Nevada Gold & Casinos, Inc.

Consolidated Statements of Cash Flows

(unaudited)

�

�	�	Six Months Ended						�
�	�	October 31,		�	�	October 31,		�
�	�	2014		�	�	2013		�
Cash flows from operating activities:	�	�	�	�	�	�	�	�
Net income	�	$	770,096	�	�	$	4,930	�
Adjustments to reconcile net income to net cash provided by operating activities:	�	�	�	�	�	�	�	�
Depreciation and amortization	�	�	1,089,655	�	�	�	1,127,225	�
Change in deferred income taxes	�	�	352,830	�	�	�	(43,838	)
Amortization of deferred loan issuance costs	�	�	45,054	�	�	�	165,580	�
Stock-based compensation	�	�	42,557	�	�	�	27,240	�
Loss on sale/settlement of assets	�	�	17,087	�	�	�	8,517	�
Write-off of marketable securities	�	�	7,539	�	�	�	-	�
Amortization of deferred rent	�	�	2,197	�	�	�	14,438	�
Change in swap fair value	�	�	2,346	�	�	�	-	�
Change in deferred interest income	�	�	(457	)	�	�	-	�
Impairment of capitalized development projects	�	�	-	�	�	�	56,959	�
Changes in operating assets and liabilities:	�	�	�	�	�	�	�	�
Changes to restricted cash	�	�	(122,326	)	�	�	54,441	�
Receivables and other assets	�	�	(401,250	)	�	�	(270,352	)
Accounts payable and accrued liabilities	�	�	751,392	�	�	�	(625,748	)
Net cash provided by operating activities	�	�	2,556,720	�	�	�	519,392	�
Cash flows from investing activities:	�	�	�	�	�	�	�	�
Purchase of property and equipment	�	�	(580,805	)	�	�	(245,961	)
Collections on notes receivable	�	�	178,989	�	�	�	101,515	�
Proceeds from the sale of assets	�	�	9,125	�	�	�	12,131	�
Net cash used in investing activities	�	�	(392,691	)	�	�	(132,315	)
Cash flows from financing activities:	�	�	�	�	�	�	�	�
Repayment of credit facilities	�	�	(2,150,000	)	�	�	(1,790,000	)
Employee stock plan purchases	�	�	26,188	�	�	�	37,790	�
Repayment of capital lease	�	�	(7,402	)	�	�	-	�
Proceeds from credit facilities	�	�	-	�	�	�	1,500,000	�
Prepayment of deferred loan costs	�	�	-	�	�	�	(25,000	)
Cash proceeds from exercise of stock options	�	�	-	�	�	�	10,650	�
Net cash used in financing activities	�	�	(2,131,214	)	�	�	(266,560	)
�	�	�	�	�	�	�	�	�
Net increase in cash and cash equivalents	�	�	32,815	�	�	�	120,517	�
Cash and cash equivalents at beginning of period	�	�	7,738,985	�	�	�	6,723,919	�
Cash and cash equivalents at end of period	�	$	7,771,800	�	�	$	6,844,436	�
Supplemental cash flow information:	�	�	�	�	�	�	�	�
Cash paid for interest	�	$	328,168	�	�	$	706,507	�
Non-cash investing and financing activities:	�	�	�	�	�	�	�	�
Acquisition of equipment via capital lease	�	$	38,282	�	�	$	-	�

�

The accompanying notes are an integral part of these consolidated financial statements.

�

�

Nevada Gold & Casinos, Inc.

�

Notes to Consolidated Financial Statements

�

Note 1. � Basis of Presentation

�

The interim financial information included herein is unaudited. However, the accompanying consolidated financial statements include all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly our Consolidated Balance Sheets at October 31, 2014 and April 30, 2014, Consolidated Statements of Operations for the three and six months ended October 31, 2014 and October 31, 2013, and Consolidated Statements of Cash Flows for the six months ended October 31, 2014 and October 31, 2013. Although we believe the disclosures in these financial statements are adequate to make the interim information presented not misleading, certain information relating to our organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission (“SEC”) rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements for the year ended April 30, 2014 and the notes thereto included in our Annual Report on Form 10-K. The results of operations for the three and six months ended October 31, 2014 are not necessarily indicative of the results expected for the full year.

�

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period and disclosure of contingent liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, investments, intangible assets and goodwill, property, plant and equipment, income taxes, employment benefits and contingent liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

�

Certain reclassifications at the consolidated statements of operations have been made to conform prior year period financial information to the current period presentation. The reclassifications did not impact income (loss) before income tax benefit (expense) or net income.

�

Note 2. � Critical Accounting Policies

�

Revenue Recognition

�

We record revenues from casino operations and interest on notes receivable on the accrual basis as earned. The dates on which payments are collected may vary depending upon the term of the contracts or note receivable agreements. Interest income related to notes receivable is recorded when earned and its collectability is reasonably certain.

�

The retail value of food and beverage and other services furnished to guests without charge is included in gross revenue and deducted as promotional allowances. Net revenues do not include the retail amount of food, beverage and other items provided gratuitously to customers. We record the redemption of coupons and points for cash as a reduction of revenue as they are earned. These amounts are included in promotional allowances in the accompanying consolidated statements of operations. The estimated cost of providing such complimentary services included in casino expense in the accompanying consolidated statements of operations was as follows:

�

�

�

Three Months Ended

�

�

Six Months Ended

�

�

�

October�31, �2014

�

�

October�31, �2013

�

�

October�31, �2014

�

�

October�31, �2013

�

Food and beverage

�

$

813,404

�

�

$

783,633

�

�

$

1,592,749

�

�

$

1,552,391

�

Other

�

�

30,323

�

�

�

30,876

�

�

�

67,124

�

�

�

65,598

�

Total cost of complimentary services

�

$

843,727

�

�

$

814,509

�

�

$

1,659,873

�

�

$

1,617,989

�

�

Fair Value

�

U. S. generally accepted accounting principles defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are as follows:

�

�

Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

�

Level 2 – Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

�

Level 3 – Unobservable inputs for which there is little or no market data and which we make our own assumptions about how market participants would price the assets and liabilities.

�

The following describes the valuation methodologies used by us to measure fair value:

�

Real estate held for sale is recorded at fair value less selling costs.

�

Goodwill and indefinite lived intangible assets are recorded at carrying value and tested for impairment annually, or more frequently, using projections of undiscounted future cash flows.

�

Interest rate swaps are adjusted on a recurring basis pursuant to accounting standards for fair value measurements. We categorize our interest rate swap as Level 2 for fair value measurement.

�

Concentrations of Credit Risk

�

Financial instruments that potentially subject us to concentrations of credit risk are primarily notes receivable, cash and cash equivalents, accounts receivable and payable, and long term debt. Management performs periodic evaluations of the collectability of these notes and accounts receivable. Our cash deposits are held with large, well-known financial institutions, and, at times, such deposits may be in excess of the federally insured limit. The recorded value of cash, accounts receivable and payable, approximate fair value based on their short term nature; the recorded value of long term debt approximates fair value as interest rates approximate current market rates.

�

New Accounting Pronouncements and Legislation Issued

�

Discontinued Operations

�

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued amended accounting guidance that changes the criteria for reporting discontinued operations and expands the related disclosure requirements. This guidance is effective in the first quarter of our fiscal year 2016, and early adoption is permitted. The Company will adopt this guidance during the first quarter of fiscal year 2016 and does not expect the adoption to have a material impact on its financial position or results of operations.

�

Revenue Recognition

�

In May 2014, the FASB issued a new accounting standard for revenue recognition. The new standard supersedes the existing accounting guidance for revenue recognition and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016, and early adoption is not permitted. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. The Company will adopt this guidance in the first quarter of fiscal year 2018. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations, and has not yet determined which adoption method it will elect.

�

A variety of proposed or otherwise potential accounting guidance is currently under study by standard-setting organizations and certain regulatory agencies. Due to the tentative and preliminary nature of such proposed accounting guidance, the Company has not yet determined the effect, if any, that the implementation of such proposed accounting guidance would have on its condensed consolidated financial statements.

�

Note 3. Restricted Cash

�

As of October 31, 2014 and April 30, 2014, we maintained $1,511,321 and $1,388,995, respectively, in restricted cash, which consists of player-supported jackpot funds for our Washington operations.

�

�

Note 4. � Notes Receivable

�

Notes Receivable

�

As of October 31, 2014 and April 30, 2014, we had net notes receivable of $1,884,230 and $2,063,219, respectively.

�

G Investments, LLC

�

Upon completion of the sale of the Colorado Grande Casino on May 25, 2012, we recorded a $2.3 million note receivable. This note bears interest at 6% per annum through the maturity date of June 1, 2017 and is secured with all of the assets of the Colorado Grande Casino, pledge of membership interest in G Investments, LLC (“GI”), and a personal guaranty by GI’s principal.

�

As of October 31, 2014, the remaining principal and interest payments are scheduled to be made as follows:

�

�

Beginning June 1, 2014, thirty six monthly installments of principal and accrued interest of $40,000; and

�

A final installment of $907,061 which is due on the maturity date of June 1, 2017.

�

GI has timely made previously required principal and interest payments. Since the inception of this note we have collected $765,000 which consists of $440,770 of principal plus $324,230 of interest.

�

Big City Capital, LLC

�

At October 31, 2014 and April 30, 2014, our balance sheet reflects net notes receivable of $0, net of a $3,200,000 valuation allowance, related to the development of gaming/entertainment projects from Big City Capital, LLC (“Big City Capital”).

�

BVD/BVO Receivable

�

At October 31, 2014 and April 30, 2014, our balance sheet reflects a net receivable of $0, net of a $4,575,000 valuation allowance, related to the development of gaming/entertainment projects from B. V. Oro, LLC (“BVO”).

�

Note 5. � Long-Term Debt �

�

Our long-term financing obligations as of October 31, 2014 and April 30, 2014 are as follows:

�

�	�	October 31,		�	�	April 30,		�
�	�	2014		�	�	2014		�
$12.75 million reducing revolving credit agreement, LIBOR plus an Applicable Margin, increasing quarterly reductions beginning March 31, 2014 through September 30, 2018, and the remaining $4,250,000 principal due on the maturity date of December 10, 2018	�	$	10,200,000	�	�	$	12,350,000	�
Less: current portion	�	�	(325,000	)	�	�	(1,625,000	)
Total long-term financing obligations	�	$	9,875,000	�	�	$	10,725,000	�

�

On December�18, 2013, the Company and certain of its subsidiaries entered into a new $12,750,000 Reducing Revolving Credit Agreement with Mutual of Omaha Bank (the “Credit Facility”).�The Credit Facility and $1,170,000 of the Company’s cash were utilized to pay off all of the Company’s outstanding long term debt obligations. The Credit Facility matures on December�10, 2018, is secured by liens on substantially all of the real and personal property of the Company and its subsidiaries. The interest rate on the borrowing is based on LIBOR plus an Applicable Margin, which will be determined quarterly, based on the total leverage ratio for the trailing twelve month period. The initial Applicable Margin was 5.00% until July 1, 2014, when the first quarterly pricing change took effect. The interest rate on the borrowing as of October 31, 2014, is 4.153%. In addition, the Company is required to fix the interest rate on at least 50% of the borrowing through a swap agreement.

�

As of October 31, 2014, principal reductions due on the Credit Facility for each of the next five years and thereafter are as follows:

�

November 1, 2014 – October 31, 2015	�	$	325,000	�
November 1, 2015 – October 31, 2016	�	$	1,775,000	�
November 1, 2016 – October 31, 2017	�	$	1,875,000	�
November 1, 2017 – October 31, 2018	�	$	1,975,000	�
November 1, 2018 – December 10, 2018	�	$	4,250,000	�

��

�

In October 2014, we prepaid $1,350,000 of the $1,675,000 principal reductions scheduled to be made between November 1, 2014–October 31, 2015. Per the Credit Agreement, we have the right to re-borrow these funds and therefore we currently have $1,350,000 available to re-borrow.

�

The Credit Facility contains customary covenants for a facility of this nature, including, but not limited to, covenants requiring the preservation and maintenance of the Company’s assets and covenants restricting our ability to merge, transfer ownership, incur additional indebtedness, encumber assets and make certain investments.� The Credit Facility also contains covenants requiring the Company to maintain certain financial ratios commencing as of the fiscal quarter ending April 30, 2014, including a maximum total leverage ratio ranging from 3.00 to 1.00 through July 31, 2015, 2.50 to 1.00 from August 1, 2015 through January 31, 2017, and 2.00 to 1.00 from February 1, 2017 until maturity; and lease adjusted fixed charge coverage ratio of no less than 1.15 to 1.00. We are in compliance with the covenant requirements of the Credit Facility as of October 31, 2014.

�

The Company evaluated the refinancing transaction in accordance with the accounting standards for debt modifications and extinguishments and evaluated the refinancing transaction on a lender by lender basis. As a result of this evaluation, the Company concluded the refinancing was an extinguishment of debt and recognized a loss on debt extinguishment of $283,550 in the third quarter of fiscal year 2014, representing the write-off of unamortized debt issuance costs as of the date of the refinancing. In connection with the refinancing transaction in the third quarter of fiscal 2014, the Company paid $450,000 in fees and other costs which have been capitalized and included in other assets on the consolidated balance sheet.

�

In August 2014, we completed installation of computer hardware and related software. We financed the acquisition by signing a three year capital lease with the company we purchased the equipment from. We financed $38,282 which is scheduled to be repaid in 36 equal monthly installments. At the end of the lease period we have the option to acquire the equipment for a nominal amount. As of October 31, 2014, we have repaid $7,402. The remaining balance of the capital lease obligation is included in other current and long-term liabilities.

�

Note 6. � Interest Rate Swap

�

We are required by the Credit Facility to have a secured interest rate swap for at least 50% of the remaining Credit Facility principal balance. The Company has an approved interest rate swap policy which establishes guidelines for the use and management of interest rate swaps to either reduce the cost or hedge existing or planned debt. The policy states that the Company shall not enter into swap transactions for speculative purposes. At the inception of any hedge agreement, as required by ASC 815, Derivatives and Hedging, the Company documented the hedging relationship and the risk management objective and strategy for the undertaking of all qualifying hedges.

�

On January 17, 2014, the Company entered into a swap transaction with Mutual of Omaha Bank (“MOOB”), which has a calculation period as of the tenth day of each month beginning with February 10, 2014 until the maturity date of the Credit Facility. As of October 31, 2014, the Company had one outstanding interest rate swap with MOOB with a notional amount of $5,775,000 at a swap rate of 1.52%, which as of October 31, 2014, effectively converts $5,775,000 of our floating-rate debt to a synthetic fixed rate of 5.52%. Under the terms of the swap agreement, the Company pays a fixed rate of 1.52% and receives variable rate based on one-month LIBOR as of the first day of each floating-rate calculation period. Under the International Swap Dealers Association, Inc. (“ISDA”) confirmation, the floating index as of October 31, 2014 is set at 0.1527%.

�

The Company will not designate the interest rate swap as a cash flow hedge and the interest rate swap will not qualify for hedge accounting under ASC Topic 815. Changes in our interest rate swap fair value will be recorded in our Consolidated Statements of Operations.

�

As required by ASC 815, on a quarterly basis, the Company will assess whether any changes to the hedge instrument, or underlying debt agreement, have occurred which would alter the original designation of the hedge instrument. Each quarter, the Company receives fair value statements from the counterparty, MOOB. The fair value of the interest rate swap is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. To comply with the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. As a result of our evaluation of our interest rate swap as of October 31, 2014, we recorded a $20,654 and $2,346 decrease, in our interest rate swap fair value for the three and six months ended October 31, 2014, respectively. As of October 31, 2014, our interest rate swap fair value is a $65,105 liability which is included in other long-term liabilities on the consolidated balance sheet.

�

Note 7. Income Taxes�

�

For the three months ended October 31, 2014 and 2013, our overall effective income tax rates were 32.4% and 34.2% expense, respectively. For the six months ended October 31, 2014 and 2013, our overall income tax rates were a 31.4% expense and a 112.7% benefit, respectively. The increase in the year-to-date effective tax rate as of October 31, 2014 as compared to the same period of the prior year is primarily due to our pre-tax income of $1,122,926 in the six months ended October 31, 2014, compared to a pre-tax loss of $38,907 during the six months ended October 31, 2013.

�

�

We have analyzed our filing position in each jurisdiction where we are required to file tax returns. We believe our income tax filing position and deductions will be sustained on audit and we do not anticipate any adjustments that will result in a material change to our financial position.

�

We filed income tax returns in the United States federal jurisdiction and in several state jurisdictions. No jurisdiction is currently examining our tax filings for any tax years.

�

Note 8.� Equity Transactions and Stock Option Plans�

�

Information about our share-based plans

�

We have obligations under two employee stock plans: (1) the 2009 Equity Incentive Plan (the “2009 Plan”), and (2) the 2010 Employee Stock Purchase Plan, as amended (the “2010 Plan”).

�

The 2009 Plan

�

On April 14, 2009, our shareholders approved the 2009 Plan providing for the granting of awards to our directors, officers, employees and independent contractors. The number of common stock shares reserved for issuance under the 2009 Plan is 1,750,000 shares. The plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has complete discretion under the plan regarding the vesting and service requirements, exercise price and other conditions. Under the 2009 Plan, the Committee is authorized to grant the following types of awards:

�

�

Stock Options including Incentive Stock Options (“ISO”),

�

Options not intended to qualify as ISOs,

�

Stock Appreciation Rights, and

�

Restricted Stock Grants.

�

To date, the Committee has only awarded stock options for stock-based compensation. Our practice has been to issue new or treasury shares upon the exercise of stock options. Stock option rights granted under the 2009 Plan generally have 5 or 10 year terms and vest in two or three equal annual installments, with some options grants providing for immediate vesting for a portion of the grant.

�

A summary of activity under our share-based payment plans for the six months ended October 31, 2014 is presented below:

�

�

�

�

�

�

�

�

�

Weighted

�

�

�

�

�

�

�

�

�

Weighted

�

�

Average

�

�

�

�

�

�

�

�

�

Average

�

�

Remaining

�

�

Aggregate

�

�

�

�

�

�

Exercise

�

�

Contractual

�

�

Intrinsic

�

�

�

Shares

�

�

Price

�

�

Term (Year)

�

�

Value

�

Outstanding at April 30, 2014

�

�

800,000

�

�

$

1.09

�

�

�

�

�

�

�

Granted

�

�

100,000

�

�

$

1.23

�

�

�

�

�

�

�

�

�

Exercised

�

�

-

�

�

�

�

�

�

�

�

�

�

�

�

�

Forfeited or expired

�

�

-

�

�

�

�

�

�

�

�

�

�

�

�

�

Outstanding at October 31, 2014

�

�

900,000

�

�

$

1.10

�

�

�

6.93

�

�

$

142,200

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Exercisable at October 31, 2014

�

�

733,333

�

�

$

1.11

�

�

�

6.45

�

�

$

142,200

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Available for grant at October 31, 2014

�

�

775,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

The weighted-average grant-date fair value of options granted during the six months ended October 31, 2014 was $1.23. There were no stock options exercised during the six months ended October 31, 2014. As of October 31, 2014, there was a total of $120,847 of unamortized compensation cost related to stock options, which cost is expected to be recognized over a weighted-average of approximately 1.75�years.

�

�

Compensation cost for stock options granted will be based on the fair value of each award, measured by applying the Black-Scholes model on the date of grant and using the weighted-average assumptions of (i) expected volatility, (ii) expected term, (iii) expected dividend yield, (iv) risk-free interest rate and (v) forfeiture rate. Expected volatility is based on historical volatility of our stock. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award.

�

The 2010 Plan

�

On October 11, 2010, our shareholders approved the 2010 Plan which permits all our eligible employees, including employees of certain of our subsidiaries, to purchase shares of our common stock through payroll deductions at a purchase price not to be less than 90% of the fair market value of the shares on each purchase date. The number of shares available for issuance under the 2010 Plan is a total of 500,000 shares.��On November 30, 2010, our Board of Directors amended the 2010 Plan, effective December 1, 2010, to allow its participants to contribute up to a maximum of twenty (20%) percent of their paid compensation. The 2010 Plan became available for employee participation on January 1, 2011, employee payroll deductions began in January of 2011, and shares are to be purchased at the end of each calendar quarter. As of October 31, 2014, approximately 378,700 shares were issued to 140 participants under the 2010 Plan.

�

Note 9. � Computation of Earnings Per Share

�

The following is presented as a reconciliation of the numerators and denominators of basic and diluted earnings per share computations:

�

�

�

Three Months Ended

�

�

Six Months Ended

�

�

�

October 31,

�

�

October 31,

�

�

October 31,

�

�

October 31,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

Numerator:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic and Diluted:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income available to common shareholders

�

$

416,067

�

�

$

220,757

�

�

$

770,096

�

�

$

4,930

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Denominator:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic weighted average number of common shares outstanding

�

�

16,213,307

�

�

�

16,105,775

�

�

�

16,206,721

�

�

�

16,104,725

�

Dilutive effect of common stock options and warrants

�

�

167,787

�

�

�

102,452

�

�

�

175,438

�

�

�

66,457

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted weighted average number of common shares outstanding

�

�

16,381,094

�

�

�

16,208,227

�

�

�

16,382,159

�

�

�

16,171,182

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income per common share - basic and diluted

�

$

0.03

�

�

$

0.01

�

�

$

0.05

�

�

$

0.00

�

�

For the three months ended October 31, 2014 and October 31, 2013, potential dilutive common shares issuable under options of 732,213 and 748,000, respectively, were not included in the calculation of diluted earnings per share as they were anti-dilutive. For the six months ended October 31, 2014 and October 31, 2013, potential dilutive common shares issuable under options of 724,562 and 784,000, respectively, were not included in the calculation of diluted earnings per share as they were anti-dilutive.

�

Note 10. � Segment Reporting �

�

We have three business segments (i) Washington Gold, (ii) South Dakota Gold, and (iii) Corporate. For the three and six month periods ended October 31, 2014 and October 31, 2013, the Washington Gold segment consists of the Washington mini-casinos, the South Dakota Gold segment consists of our slot route operation in South Dakota, the Corporate column includes the vacant land in Colorado and its taxes and maintenance expenses.

�

Summarized financial information for our reportable segments is shown in the following table. The Corporate column includes corporate-related items, results of insignificant operations, and segment loss and income and expenses not allocated to other reportable segments.

�

�

�

�

As of and for the Three Months Ended��October 31, 2014

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate

�

�

Total

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net revenue

�

$

13,718,817

�

�

$

2,640,397

�

�

$

616

�

�

$

16,359,830

�

Casino and food and beverage expense

�

�

7,470,038

�

�

�

2,234,565

�

�

�

-

�

�

�

9,704,603

�

Marketing and administrative expense

�

�

4,074,923

�

�

�

57,143

�

�

�

-

�

�

�

4,132,066

�

Facility and other expenses

�

�

570,233

�

�

�

60,128

�

�

�

555,677

�

�

�

1,186,038

�

Depreciation and amortization

�

�

369,110

�

�

�

172,225

�

�

�

3,285

�

�

�

544,620

�

Segment operating income (loss)

�

�

1,234,513

�

�

�

116,336

�

�

�

(558,346

)

�

�

792,503

�

Segment assets

�

�

8,587,110

�

�

�

1,079,305

�

�

�

21,235,503

�

�

�

30,901,918

�

Additions to property and equipment

�

�

157,050

�

�

�

277,654

�

�

�

43,598

�

�

�

478,302

�

�

�

�

As of and for the Three Months Ended October 31, 2013

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate

�

�

Total

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net revenue

�

$

13,430,310

�

�

$

2,916,784

�

�

$

2,023

�

�

$

16,349,117

�

Casino and food and beverage expense

�

�

7,328,217

�

�

�

2,435,768

�

�

�

-

�

�

�

9,763,985

�

Marketing and administrative expense

�

�

4,015,755

�

�

�

60,828

�

�

�

-

�

�

�

4,076,583

�

Facility and other expenses

�

�

528,261

�

�

�

34,487

�

�

�

646,143

�

�

�

1,208,891

�

Depreciation and amortization

�

�

393,604

�

�

�

170,598

�

�

�

1,086

�

�

�

565,288

�

Segment operating income (loss)

�

�

1,164,473

�

�

�

215,103

�

�

�

(645,206

)

�

�

734,370

�

Segment assets

�

�

20,997,169

�

�

�

4,349,794

�

�

�

7,477,629

�

�

�

32,824,592

�

Additions to property and equipment

�

�

71,109

�

�

�

16,875

�

�

�

-

�

�

�

87,984

�

�

�

�

�

As of and for the Six Months Ended��October 31, 2014

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate

�

�

Total

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net revenue

�

$

27,060,855

�

�

$

5,218,441

�

�

$

1,848

�

�

$

32,281,144

�

Casino and food and beverage expense

�

�

14,723,455

�

�

�

4,462,007

�

�

�

-

�

�

�

19,185,462

�

Marketing and administrative expense

�

�

8,109,727

�

�

�

141,311

�

�

�

-

�

�

�

8,251,038

�

Facility and other expenses

�

�

1,085,902

�

�

�

61,123

�

�

�

1,168,904

�

�

�

2,315,929

�

Depreciation and amortization

�

�

739,792

�

�

�

344,891

�

�

�

4,972

�

�

�

1,089,655

�

Segment operating income (loss)

�

�

2,401,979

�

�

�

209,109

�

�

�

(1,172,028

)

�

�

1,439,060

�

Segment assets

�

�

8,587,110

�

�

�

1,079,305

�

�

�

21,235,503

�

�

�

30,901,918

�

Additions to property and equipment

�

�

283,503

�

�

�

291,986

�

�

�

43,598

�

�

�

619,087

�

�

�

�

As of and for the Six Months Ended October 31, 2013

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate

�

�

Total

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net revenue

�

$

26,267,613

�

�

$

5,767,303

�

�

$

4,991

�

�

$

32,039,907

�

Casino and food and beverage expense

�

�

14,557,640

�

�

�

4,836,946

�

�

�

-

�

�

�

19,394,586

�

Marketing and administrative expense

�

�

8,247,714

�

�

�

138,810

�

�

�

-

�

�

�

8,386,524

�

Facility and other expenses

�

�

1,026,095

�

�

�

66,902

�

�

�

1,281,324

�

�

�

2,374,321

�

Depreciation and amortization

�

�

784,746

�

�

�

340,171

�

�

�

2,308

�

�

�

1,127,225

�

Segment operating income (loss)

�

�

1,651,418

�

�

�

384,474

�

�

�

(1,278,641

)

�

�

757,251

�

Segment assets

�

�

20,997,169

�

�

�

4,349,794

�

�

�

7,477,629

�

�

�

32,824,592

�

Additions to property and equipment

�

�

119,138

�

�

�

78,183

�

�

�

-

�

�

�

197,321

�

�

Reconciliation of reportable segment assets to our consolidated totals is as follows:

�

�	�	October 31, 2014		�
�	�	�		�
Total assets for reportable segments	�	$	30,901,918	�
Cash and restricted cash not allocated to segments	�	�	9,283,121	�
Deferred tax asset	�	�	4,102,782	�
Total assets	�	$	44,287,821	�

�

Note 11. � Commitments and Contingencies �

�

As a result of acquiring facilities in Washington and South Dakota and our commitment to lease office space for our corporate headquarters in Las Vegas, Nevada, as of October 31, 2014, we have future annual minimum lease payments as follows:

�

Period

�

Corporate Office Lease Payment

�

�

Washington Gold Lease Payment

�

�

South Dakota Gold

�

�

Total Lease Payment

�

�

�

�

�

�

�

�

�

�

�

�

�

�

November 2014-October 2015

�

$

12,399

�

�

$

3,016,072

�

�

$

55,200

�

�

$

3,083,671

�

November 2015-October 2016

�

�

--

�

�

�

2,806,070

�

�

�

55,200

�

�

�

2,861,270

�

November 2016-October 2017

�

�

--

�

�

�

1,399,919

�

�

�

13,800

�

�

�

1,413,719

�

November 2017-October 2018

�

�

--

�

�

�

936,985

�

�

�

--

�

�

�

936,985

�

November 2018-October 2019

�

�

--

�

�

�

616,612

�

�

�

--

�

�

�

616,612

�

Thereafter

�

�

--

�

�

�

916,796

�

�

�

--

�

�

�

916,796

�

�

�

$

12,399

�

�

$

9,692,454

�

�

$

124,200

�

�

$

9,829,053

�

�

We continue to pursue additional development opportunities that may require, individually and in the aggregate, significant commitments of capital, extensions of credit, up-front payments to third parties and guarantees by us of third-party debt.

�

�

We indemnified our officers and directors for certain events or occurrences while the director or officer is or was serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification obligations is unlimited; however, we have a Directors and Officers Liability Insurance policy that limits our exposure and enables us to recover a portion of any future amounts paid, provided that such insurance policy provides coverage.

�

Note 12. Goodwill and Intangible Assets

�

In connection with our acquisitions of the of the Washington mini-casinos on May 12, 2009, July 23, 2010 and July 18, 2011, as well as the South Dakota Gold slot route on January 27, 2012, we have goodwill and intangible assets of $21,246,828, net of amortization for intangible assets with finite lives.

�

The change in the carrying amount of goodwill and other intangible assets for the six months ended October 31, 2014 is as follows:

�

�

�

�

Total

�

�

Goodwill

�

�

Other intangible assets, net

�

Balance as of April 30, 2014

�

$

21,857,750

�

�

$

16,103,583

�

�

$

5,754,167

�

Current year amortization

�

(610,922

)

�

�

-

�

�

�

(610,922

)

Balance as of October 31, 2014

�

$

21,246,828

�

�

$

16,103,583

�

�

$

5,143,245

�

�

Intangible assets are generally amortized on a straight line basis over the useful lives of the assets.�

�

Goodwill and other net intangible assets by segment as of October 31, 2014 are as follows:

�

�

�

Total

�

�

Goodwill

�

�

Other intangible assets, net

�

Washington Gold

�

$

18,232,727

�

�

$

14,167,112

�

�

$

4,065,615

�

South Dakota Gold

�

�

2,625,246

�

�

�

1,936,471

�

�

�

688,775

�

Corporate

�

�

388,855

�

�

�

-

�

�

�

388,855

�

Balance as of October 31, 2014

�

$

21,246,828

�

�

$

16,103,583

�

�

$

5,143,245

�

�

A summary of intangible assets and accumulated amortization as of October 31, 2014 are as follows. State gaming registration and trade names are not amortizable:

�

�

�

Gross Carrying Amount

�

�

Accumulated Amortization

�

�

Net

�

Customer relationships

�

$

7,853,321

�

�

$

(4,981,847

)

�

$

2,871,474

�

Non-compete agreements

�

�

1,269,000

�

�

�

(1,248,084

)

�

�

20,916

�

State gaming registration

�

�

388,855

�

�

�

-

�

�

�

388,855

�

Trade names

�

�

1,862,000

�

�

�

-

�

�

�

1,862,000

�

Total

�

$

11,373,176

�

�

$

(6,229,931

)

�

$

5,143,245

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

The estimated future annual amortization of intangible assets, which excludes trade names and state gaming registration, is as follows. The weighted average useful lives of acquired intangibles related to customer relationships and non-compete agreements are 7.0 years and 3.0 years, respectively.��The weighted average useful life of amortizable intangible assets in total is 5.5 years.

�

Period	�	Amount		�
November 2014-October 2015	�	$	1,142,820	�
November 2015-October 2016	�	�	928,683	�
November 2016-October 2017	�	�	579,515	�
November 2017-October 2018	�	�	202,086	�
November 2018-October 2019	�	�	39,286	�
Thereafter	�	�	-	�
Total	�	$	2,892,390	�

�

�

Note 13. Stock Offering and Warrants

�

On November 7, 2011, we closed on the sale of 2,625,652 shares of our common stock at a price of $1.65 per share to certain investors through a registered direct offering for the total proceeds of approximately $4,300,000, net of offering costs of approximately $444,000. In addition, for each share of our common stock purchased by an investor, we issued to such investor a warrant to purchase 0.75 shares of our common stock. The warrants have an exercise price of $2.18 per share and are exercisable for five years from the initial exercise date, which date is six months from the date of their issuance. The warrants expire on May 7, 2017. The proceeds of the offering were used to assist us in the $5,100,000 acquisition of South Dakota Gold.

��

Item 2.� Management’s Discussion and Analysis of Financial Condition and Results of Operations

�

The following discussion and analysis (“MD&A”) should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in Item 1 of this Quarterly Report and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report for the year ended April 30, 2014, filed on Form 10-K with the SEC on July 29, 2014.

�

Critical Accounting Policies

�

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. We prepare these financial statements in conformity with GAAP. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments. On an on-going basis, we evaluate our estimates; however, actual results may differ from these estimates under different assumptions or conditions. There have been no material changes or developments in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our Annual Report for the year ended April 30, 2014, filed on Form 10-K with the SEC on July 29, 2014.

�

Executive Overview

�

We were formed in 1977 and, since 1994, have primarily been a gaming company involved in financing, developing, owning and operating gaming properties. Our gaming facility operations are located in the United States of America (“U.S.”), specifically in the states of Washington and South Dakota. Our business strategy will continue to focus on owning and operating gaming establishments. If we are successful, our future revenues, costs and profitability can be expected to increase. However, there is no guarantee that we will be successful in implementing our business strategy in the future and, as such, no guarantee that our future revenues, costs and profitability will increase. Our net revenues were $16,359,830 and�$16,349,117 for the three months ended October 31, 2014 and October 31, 2013, respectively.

�

When compared to the three months ended October 31, 2013, the three month period ended October 31, 2014 was primarily impacted by the following items:

�

- Table games drop increase of approximately 10% offset by a 1.2% lower hold percentage at our Washington Gold casino operations;

�

- Approximately 20% reduction of gaming devices at our South Dakota Gold route operation; and

�

- Decreased net interest expense.

�

�

COMPARISON OF THE THREE MONTHS ENDED OCTOBER 31, 2014 AND OCTOBER 31, 2013

�

Net revenues. Net revenues year over year were flat for all revenue reporting categories at $16,359,830 versus $16,349,117, for the three month period ended October 31, 2014, compared to the same period ended October 31, 2013. While Washington revenues were up $288,507, or 2.1%, due to increased drop offset by lower hold percentage, South Dakota revenues decreased $276,387, or 9.5%, due to fewer units in operation and lower handle. Food and beverage revenues increased $48,163, or 1.9%, primarily due to increased patron counts which resulted in additional cash sales of $30,015 and additional complementary sales of $18,148.

�

Total operating expenses. Total operating expenses decreased 0.3%, to $15,567,327 from $15,614,747, for the three month period ended October 31, 2014, compared to the same period ended October 31, 2013. Casino expenses decreased $149,081, or 1.8%, when compared to the same period last year primarily due to reduced commissions in South Dakota due to the lower revenues as a result of the reduced number of gaming devices. Food and beverage expenses increased $89,699, or 7.0%, when compared to the same period last year primarily due to increased cost of goods sold. Marketing and administrative, facilities, corporate, depreciation and amortization and, other expenses remained relatively flat when compared to the same period last year.

�

Interest income (expense) and interest rate swap. Interest expense and amortization of loan issue costs decreased $254,376, or 58.7 %, for the three month period ended October 31, 2014, compared to the three month period ended October 31, 2013. The decrease resulted from the reduction of outstanding debt since October 31, 2013, and the refinancing of all remaining debt in December 2013 (see Note 5 of our Consolidated Financial Statements). Interest income decreased $3,728 for the three month period ended October 31, 2014, compared to the three month period ended October 31, 2013, which was related to interest earned on notes receivables based on note terms. We recorded a $20,654 decrease of the fair value of the interest rate swap we were required to enter into as a result of refinancing our debt in December 2013, whereas we did not have any swaps during the three months ended October 31, 2013.

�

Income Taxes. For the three months ended October 31, 2014 and October 31, 2013, our overall effective income tax rates were a 32.4% expense and a 34.2% expense, respectively, compared to the federal statutory rate of 34%.

�

Net income. Net income was $416,067 compared to $220,757 for the three month periods ended October 31, 2014 and October 31, 2013, respectively. The increase is primarily a result of the $254,376 reduction of interest expense and amortization of loan issue costs, offset by an $85,278 increase in income tax expense.

�

COMPARISON OF THE SIX MONTHS ENDED OCTOBER 31, 2014 AND OCTOBER 31, 2013

�

Net revenues. Net revenues increased $241,237, or 0.8%, for the six month period ended October 31, 2014 compared to the six month period ended October 31, 2013. Casino revenues increased $150,682, or 0.5%. Revenues in Washington increased $700,904 due to increased drop offset by slightly lower table games hold percentage while revenues in South Dakota decreased $550,222 due to fewer gaming units. Food and beverage revenues increased $58,796, or 1.2%, primarily due to increased patron counts which resulted in additional cash sales of $41,350 and additional complementary sales of $17,446.

�

Total operating expenses. Total operating expenses decreased $440,573, or 1.4%, for the six month period ended October 31, 2014, compared to the six month period ended October 31, 2013. Casino expenses decreased $352,836, or 2.1%, when compared to the same period last year primarily due to reduced commissions in South Dakota due to the lower revenues as a result of the reduced number of gaming devices. Food and beverage expenses increased $143,712, or 5.8%, when compared to the same period last year primarily due to increased cost of goods sold. Marketing and administrative expenses decreased $135,486, or 1.6%, primarily due to reduced promotional and event expenditures in Washington. Facilities, corporate, depreciation and amortization and, other expenses remained relatively flat when compared to the same period last year.

�

Interest income (expense) and interest rate swap. Interest expense and amortization of loan issue costs decreased $496,877, or 57.5%, for the six month period ended October 31, 2014, compared to the six month period ended October 31, 2013. The decrease resulted from the reduction of outstanding debt since October 31, 2013, and the refinancing of all remaining debt in December 2013 (see Note 5 of our Consolidated Financial Statements). Interest income decreased $6,968 for the six month period ended October 31, 2014, compared to the six month period ended October 31, 2013, which was related to interest earned on notes receivables based on note terms. We recorded a $2,346 decrease of the fair value of the interest rate swap we were required to enter into as a result of refinancing our debt in December 2013, whereas we did not have any swaps during the three months ended October 31, 2013.

�

Income Taxes. For the six months ended October 31, 2014 and October 31, 2013, our overall effective income tax rates were a 31.4% expense and a 112.7% benefit, respectively, compared to the federal statutory rate of 34%. The high effective tax benefit rate for the six months period ended October 31, 2013 was primarily due to prior year tax return to provision adjustments.

�

Net income. Net income was $770,096 compared to $4,930 for the six month periods ended October 31, 2014 and October 31, 2013, respectively. The increase is primarily a result of the $496,877 reduction of interest expense and amortization of loan issue costs, the $440,573 decrease in operating expenses and the $241,237 increase in net revenues, offset by a $396,667 increase in income tax expense.

�

�

Non-GAAP Financial Measures

�

The term “adjusted EBITDA” is used by us in presentations, quarterly earnings calls, and other instances as appropriate. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization, non-cash goodwill and other long-lived asset impairment charges, write-offs of project development costs, litigation charges, non-cash stock grants, non-cash employee stock purchase plan discounts, exclusion of net income or loss from assets held for sale, and net losses/gains from asset dispositions. Adjusted EBITDA excludes the impact of slot and table games hold percentages compared to the prior year. Adjusted EBITDA is presented because it is a required component of financial ratios reported by us to our lenders, and it is also frequently used by securities analysts, investors, and other interested parties, in addition to and not in lieu of GAAP results, to compare to the performance of other companies that also publicize this information.

�

Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income as an indicator of our operating performance or any other measure of performance derived in accordance with GAAP.

�

The following table shows adjusted EBITDA by segment for the three months ended October 31, 2014 and October 31, 2013:

�

�

�

For the three months ended October 31, 2014

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate - Other

�

�

Total

�

Revenues:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross revenues

�

$

14,803,690

�

�

$

2,644,547

�

�

$

616

�

�

$

17,448,853

�

Less promotional allowances

�

�

(1,084,873

)

�

�

(4,150

)

�

�

-

�

�

�

(1,089,023

)

Net revenues

�

�

13,718,817

�

�

�

2,640,397

�

�

�

616

�

�

�

16,359,830

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�Expenses:

�

�

12,114,096

�

�

�

2,327,243

�

�

�

524,869

�

�

�

14,966,208

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted EBITDA

�

$

1,604,721

�

�

$

313,154

�

�

$

(524,253

)

�

$

1,393,622

�

�

�

�

For the three months ended October 31, 2013

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate - Other

�

�

Total

�

Revenues:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross revenues

�

$

14,495,897

�

�

$

2,925,174

�

�

$

2,023

�

�

$

17,423,094

�

Less promotional allowances

�

�

(1,065,587

)

�

�

(8,390

)

�

�

-

�

�

�

(1,073,977

)

Net revenues

�

�

13,430,310

�

�

�

2,916,784

�

�

�

2,023

�

�

�

16,349,117

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�Expenses:

�

�

11,861,917

�

�

�

2,526,975

�

�

�

573,616

�

�

�

14,962,508

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted EBITDA

�

$

1,568,393

�

�

$

389,809

�

�

$

(571,593

)

�

$

1,386,609

�

�

�

The following table shows adjusted EBITDA by segment for the six months ended October 31, 2014 and October 31, 2013:

�

�

�

For the six months ended October 31, 2014:

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate - Other

�

�

Total

�

Revenues:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross revenues

�

$

29,179,101

�

�

$

5,228,942

�

�

$

1,848

�

�

$

34,409,891

�

Less promotional allowances

�

�

(2,118,247

)

�

�

(10,500

)

�

�

-

�

�

(2,128,747

)

Net revenues

�

�

27,060,854

�

�

�

5,218,442

�

�

�

1,848

�

�

�

32,281,144

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�Expenses:

�

�

23,940,217

�

�

�

4,647,880

�

�

�

1,099,903

�

�

�

29,688,000

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted EBITDA

�

$

3,120,637

�

�

$

570,562

�

�

$

(1,098,055

)

�

$

2,593,144

�

�

�

�

For the six months ended October 31, 2013

�

�

�

Washington Gold

�

�

South Dakota Gold

�

�

Corporate - Other

�

�

Total

�

Revenues:

�

�

�

�

�

�

�

�

�

�

�

�

Gross revenues

�

$

28,359,112

�

�

$

5,797,823

�

�

$

4,992

�

�

$

34,161,927

�

Less promotional allowances

�

�

(2,091,500

)

�

�

(30,520

)

�

�

-

�

�

(2,122,020

)

Net revenues

�

�

26,267,612

�

�

�

5,767,303

�

�

�

4,992

�

�

�

32,039,907

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�Expenses:

�

�

23,827,629

�

�

�

5,034,579

�

�

�

1,182,291

�

�

�

30,044,499

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted EBITDA

�

$

2,439,983

�

�

$

732,724

�

�

$

(1,177,299

)

�

$

1,995,408

�

�

The following table reconciles adjusted EBITDA to net income for the three months ended October 31, 2014 and October 31, 2013:

�

Adjusted EBITDA reconciliation to net income:

�

�	�	For the three months ended						�
�	�	October 31, 2014		�	�	October 31, 2013		�
�	�	�		�	�	�		�
Net income	�	$	416,067	�	�	$	220,757	�
Add:	�	�	�	�	�	�	�	�
Net interest expense	�	�	169,095	�	�	�	399,089	�
Income tax expense	�	�	199,802	�	�	�	114,524	�
Depreciation and amortization	�	�	544,620	�	�	�	565,288	�
Stock options amortization	�	�	28,938	�	�	�	13,620	�
Loss on sale of assets	�	�	25,120	�	�	�	4,546	�
Impairments/Write offs	�	�	7,539	�	�	�	56,959	�
Deferred rent and employee stock purchase discounts	�	�	2,441	�	�	�	11,826	�
Adjusted��EBITDA	�	$	1,393,622	�	�	$	1,386,609	�

�

The following table reconciles adjusted EBITDA to net income for the six months ended October 31, 2014 and October 31, 2013:

�

Adjusted EBITDA reconciliation to net income:

�

�	�	For the six months ended						�
�	�	October 31, 2014		�	�	October 31, 2013		�
�	�	�		�	�	�		�
Net income	�	$	770,096	�	�	$	4,930	�
Add:	�	�	�	�	�	�	�	�
Net interest expense	�	�	308,595	�	�	�	796,158	�
Income tax expense (benefit)	�	�	352,830	�	�	�	(43,837	)
Depreciation and amortization	�	�	1,089,655	�	�	�	1,127,225	�
Stock options amortization	�	�	42,557	�	�	�	27,240	�
Loss on sale of assets	�	�	17,087	�	�	�	8,517	�
Impairments/Write offs	�	�	7,539	�	�	�	56,959	�
Deferred rent and employee stock purchase discounts	�	�	4,785	�	�	�	18,216	�
Adjusted��EBITDA	�	$	2,593,144	�	�	$	1,995,408	�

�

�

Liquidity and Capital Resources

�

Historical Cash Flows

�

The following table sets forth our consolidated net cash provided by (used in) operating, investing and financing activities for the six month periods ended October 31, 2014 and October 31, 2013:

�

�	�	Six Months Ended						�
�	�	October 31,		�	�	October 31,		�
�	�	2014		�	�	2013		�
Net cash provided by (used in):	�	�	�	�	�	�	�	�
Operating activities	�	$	2,556,720	�	�	$	519,392	�
Investing activities	�	$	(392,691	)	�	$	(132,315	)
Financing activities	�	$	(2,131,214	)	�	$	(266,560	)

�

Operating activities. Net cash provided by operating activities during the six month period ended October 31, 2014 increased by $2,037,328 over the comparable period in the prior fiscal year. This increase mainly resulted from a $378,339 decrease in cash paid for interest, a decrease in casino expenses of $352,836 and a $241,237 increase in net revenues, as well as a $1,069,475 increase in working capital.

�

Investing activities. Net cash used in investing activities during the six month period ended October 31, 2014 increased by $260,376 over the comparable period in the prior fiscal year mainly due to the $334,844 increase in purchases of property and equipment offset by a $77,444 increase of proceeds collected from notes receivable.

�

Financing activities. Net cash used in financing activities during the six month period ended October 31, 2014 increased $1,864,654 over the comparable period in the prior fiscal year. The increase mainly resulted from paying down an additional $360,000 of debt and internally funding the $1,315,400 payment of the annual South Dakota device fees whereas we borrowed a net $1,475,000 in the prior fiscal year to pay the fees.

�

Future Sources and Uses of Cash

�

We expect that our future liquidity and capital requirements will be affected by:

�

- capital requirements related to future acquisitions;

- cash flow from operations;

- new management contracts;

- working capital requirements;

- obtaining debt financing; and

- debt service requirements.

�

On October 31, 2014, outstanding indebtedness was $10,200,000, of which $325,000 is due by October 31, 2015.

�

As of October 31, 2014, principal payments on the Credit Facility for each of the next five years are as follows:

�

November 1, 2014 – October 31, 2015	�	$	325,000	�
November 1, 2015 – October 31, 2016	�	$	1,775,000	�
November 1, 2016 – October 31, 2017	�	$	1,875,000	�
November 1, 2017 – October 31, 2018	�	$	1,975,000	�
November 1, 2018 – December 10, 2018 (date of maturity)	�	$	4,250,000	�

��

�

On October 31, 2014, excluding restricted cash of $1,511,321, we had cash and cash equivalents of $7,771,800. The restricted cash consists of player supported jackpots.

�

Our Consolidated Financial Statements have been prepared assuming that we will have adequate availability of cash resources to satisfy our liabilities in the normal course of business. We have made arrangements to ensure that we have sufficient working capital to fund our obligations as they come due. We believe that funds from operations will provide sufficient working capital for us to meet our obligations as they come due; however, there can be no assurance that we will be successful. Should cash resources not be sufficient to meet our current obligations as they come due, repay or refinance our long-term debt, and acquire operations that generate positive cash flow, we would be required to curtail our activities and maintain, or grow, at a pace that cash resources could support.

�

Liquidity

�

The current ratio is an indication of a company’s market liquidity and ability to meet creditor’s demands. Acceptable current ratios vary from industry to industry and are generally between 1.25 and 3.0 for healthy businesses. If a company’s current ratio is in this range, then it generally indicates good short-term financial strength. If current liabilities exceed current assets (the current ratio is below 1), then the company may have problems meeting its short-term obligations. If the current ratio is too high, then the company may not be efficiently using its current assets or its short-term financing facilities. This may also indicate problems in working capital management. The table below shows that, as of October 31, 2014, we have a 2.4 ratio, which is sufficient to service debt and maintain operations.

�

�	�	�	�	Current Ratio as of October 31, 2014						�
Current Ratio	�	Current Assets	�	$	11,486,424					�
�	�	Current Liabilities	�	$	4,731,942					�
�	�	Current Ratio	�	�	�			�	2.4	�

�

Off-Balance Sheet Arrangements

�

None.

�

Item 3. Quantitative and Qualitative Disclosures about Market Risk

�

Not required for smaller reporting companies.

�

Item 4. Controls and Procedures

�

Disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to our management, including our President and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

�

In accordance with Rules 13a-15 and 15d-15 of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our President and CFO, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. As a result of our evaluation, they concluded that our disclosure controls and procedures were effective as of October 31, 2014.

�

Changes in internal controls over financial reporting. There have not been any changes in our control over financial reporting during the three months ended October 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

�

Part II. Other Information

�

Item 1. Legal Proceedings

�

We are not currently involved in any material legal proceedings.

�

�

Item 1A. Risk Factors

�

There have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2014, filed with the SEC on July 29, 2014.

�

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

�

None.

�

Item 3. Defaults Upon Senior Securities

�

None.

�

Item 4. Mine Safety Disclosures

�

Not applicable.

�

Item 5. Other Information

�

None.

�

Item 6. Exhibits

�

See the Index to Exhibits following the signature page�hereto for a list of the exhibits filed pursuant to Item�601 of Regulation S-K

�

INDEX TO EXHIBITS

�

EXHIBIT NUMBER	�	DESCRIPTION
10.1	�	First Amendment to Asset Purchase Agreement between Colorado Grande Enterprises, Inc., as seller, and G Investments, LLC, as purchaser (filed previously as Exhibits 10.1 to the Company’s Form 8-K filed May 29, 2012).
�	�	�
10.2	�	Third Amended and Restated Promissory Note dated May 25, 2012 issued by Nevada Gold & Casinos, Inc. to Louise H. Rogers, as her separate property (filed previously as Exhibits 10.1 to the Company’s Form 8-K filed June 1, 2012).
�	�	�
10.3	�	May 2012 Amended and Restated Security Agreement dated May 25, 2012 between Nevada Gold & Casinos, Inc. and Louise H. Rogers, as her separate property (filed previously as Exhibits 10.2 to the Company’s Form 8-K filed June 1, 2012).
�	�	�
10.4	�	Credit Agreement dated June 27, 2012 by and among Wells Fargo Gaming Capital, LLC, as administrative agent, the Lenders that are parties thereto, Nevada Gold & Casinos, Inc., as parent, and A.G. Trucano, Son & Grandsons, Inc., as borrower (filed previously as Exhibits 10.1 to the Company’s Form 8-K filed July 3, 2012).
�	�	�
10.5	�	Guaranty and Security Agreement dated June 27, 2012 among Nevada Gold & Casinos, Inc., certain Grantors listed on the signature page and Wells Fargo Gaming Capital, LLC, in capacity as administrative agent (filed previously as Exhibits 10.2 to the Company’s Form 8-K filed July 3, 2012).
�	�	�
10.6	�	Intercompany Subordination Agreement dated June 27, 2012 by and among certain Obligors listed on the signature page in favor of Wells Fargo Gaming Capital, LLC, in capacity as administrative agent (filed previously as Exhibits 10.3 to the Company’s Form 8-K filed July 3, 2012).
�	�	�
10.7	�	Amendment Number Two to Credit Agreement dated October 7, 2011 by and among Wells Fargo Gaming Capital, LLC, in capacity as administrative agent and lender, Nevada Gold & Casinos, Inc., as parent, and NG Washington, LLC, NG Washington II, LLC and NG Washington III, LLC, as borrowers (filed previously as Exhibits 10.4 to the Company’s Form 8-K filed July 3, 2012).
�	�	�
10.8	�	Intercreditor Agreement and Subordination dated June 27, 2012 by and between Wells Fargo Gaming Capital, LLC, as administrative agent, and Michael J. Trucano, as sellers’ representative (filed previously as Exhibits 10.5 to the Company’s Form 8-K filed July 3, 2012).
�	�	�
10.9	�	Credit Agreement dated December 10, 2013 by and among Mutual of Omaha Bank, as the Lender, Nevada Gold & Casinos, Inc., as parent, and Restricted Subsidiaries, as borrower (filed previously as Exhibits 10.9 to the Company’s Form 10-Q filed December 23, 2013). �

�

�

31.1(*)	�	Certification of Principal Executive Officer Pursuant to Section�302 of the Sarbanes-Oxley Act of 2002.
�	�	�
31.2(*)	�	Certification of Principal Financial and Accounting Officer Pursuant to Section�302 of the Sarbanes-Oxley Act of 2002.
�	�	�
32.1(*)	�	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
�	�	�
32.2(*)	�	Certification Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
�	�	�
101.INS(†)	�	XBRL Instance Document
�	�	�
101.SCH(†)	�	XBRL Taxonomy Schema
�	�	�
101.CAL(†)	�	XBRL Taxonomy Calculation Linkbase
�	�	�
101.DEF(†)	�	XBRL Taxonomy Definition Linkbase
�	�	�
101.LAB(†)	�	XBRL Taxonomy Label Linkbase
�	�	�
101.PRE(†)	�	XBRL Taxonomy Presentation Linkbase

_________________

* Filed herewith.

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

�

�

SIGNATURES

�

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

�

Date: December 15, 2014

�

�	Nevada Gold & Casinos, Inc.
�	�
�	By: /s/ James D. Meier
�	James D. Meier
�	Chief Financial Officer
�	(Principal Financial Officer)

��

�

EXHIBIT 31.1

�

Certification of Principal Executive Officer

pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

�

I, Michael P Shaunnessy, certify that:

�

1. � I have reviewed this Form 10-Q of Nevada Gold & Casinos, Inc.;

�

2. � Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

�

3. � Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

�

4. � The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

�

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

�

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

�

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

�

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

�

5. � The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

�

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

�

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

�

Date: December 15, 2014

�

/s/ Michael P. Shaunnessy����������

Michael P. Shaunnessy

Chief Executive Officer

(Principal Executive Officer)

�

�

�

EXHIBIT 31.2

�

Certification of Principal FINANCIAL Officer

pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

�

I, James D. Meier, certify that:

�

1. � I have reviewed this Form 10-Q of Nevada Gold & Casinos, Inc.;

�

2. � Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

�

3. � Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

�

4. � The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

�

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

�

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

�

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

�

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

�

5. � The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

�

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

�

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

�

Date: December 15, 2014

�

/s/ James D. Meier���������������������

James D. Meier

Chief Financial Officer

(Principal Financial Officer)

�

�

EXHIBIT 32.1

�

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERS

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

�

In connection with the quarterly report of Nevada Gold & Casinos, Inc. (the “Company”) on Form 10-Q for the quarterly period ended October 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael P. Shaunnessy, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

�

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)), as amended; and

�

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

By:/s/ Michael P. Shaunnessy����������

Michael P. Shaunnessy

Chief Executive Officer

(Principal Executive Officer)

December 15, 2014

�

�

�

EXHIBIT 32.2

�

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

�

In connection with the quarterly report of Nevada Gold & Casinos, Inc. (the “Company”) on Form 10-Q for the quarterly period ended October 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James D. Meier, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

�

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)), as amended; and

�

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

By: /s/ James D. Meier�������������������������������������

James D. Meier

Chief Financial Officer

(Principal Financial Officer)

December 15, 2014

�

�

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