UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended JanuaryOctober 31, 2018

 

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

For the transition period from__________ to __________

 

Commission File Number1-15517

 

 

 

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

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.x   Yes¨   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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨Accelerated filer¨Non-accelerated filer¨xSmaller Reporting Companyx
Emerging growth company¨   

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 17(a)(2)(B) of the Securities Act.¨

 

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

¨    Yesx   No

 

The number of common shares, $0.12 par value per share, issued and outstanding, was 16,848,18217,765,772 as of MarchDecember 1, 2018.

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
   
PART I. FINANCIAL INFORMATION
   
Item 1.Financial Statements 
 Condensed Consolidated Balance Sheets – JanuaryOctober 31, 2018 (unaudited) and April 30, 201720182
 Condensed Consolidated Statements of Operations – Three and ninesix months ended JanuaryOctober 31, 2018 (unaudited) and JanuaryOctober 31, 2017 (unaudited)3
 Condensed Consolidated Statements of Cash Flows – NineSix months ended JanuaryOctober 31, 2018 (unaudited) and JanuaryOctober 31, 2017 (unaudited)4
 Notes to Condensed Consolidated Financial Statements (unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1416
Item 3.Quantitative and Qualitative Disclosures about Market Risk1820
Item 4.Controls and Procedures1820
   
PART II. OTHER INFORMATION
   
Item 1.Legal Proceedings1920
Item 1A.Risk Factors1920
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1920
Item 3.Defaults Upon Senior Securities1920
Item 4.Mine Safety Disclosures1920
Item 5.Other Information1920
Item 6.Exhibits2021

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

Factors that May Affect Future Results

 

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

 

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, 20172018 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.

 

 1 

 

 

Part I. Financial Information

Item 1. Financial Statements

Nevada Gold & Casinos, Inc.

Condensed Consolidated Balance Sheets

 

  January 31,  April 30, 
  2018  2017 
  (unaudited)    
       
ASSETS        
Current assets:        
Cash and cash equivalents $8,598,633  $10,631,903 
Restricted cash  2,058,849   1,994,312 
Accounts receivable, net of allowances  362,770   808,484 
Prepaid expenses  1,669,377   1,209,507 
Notes receivable, current portion  35,205   383,093 
Inventory and other current assets  444,319   423,113 
Total current assets  13,169,153   15,450,412 
         
Real estate held for sale  750,000   750,000 
Goodwill  16,923,588   16,923,588 
Intangible assets, net of accumulated amortization  3,708,355   4,107,328 
Property and equipment, net of accumulated depreciation  13,261,285   13,958,715 
Deferred tax asset  838,974   1,557,470 
Other assets  167,097   70,000 
Total assets $48,818,452  $52,817,513 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $1,470,127  $1,303,571 
Accrued payroll and related  1,407,486   1,925,592 
Accrued player's club points and progressive jackpots  2,301,566   2,348,068 
Total current liabilities  5,179,179   5,577,231 
Long-term debt  9,134,370   12,061,411 
Other long-term liabilities  633,340   667,110 
Total liabilities  14,946,889   18,305,752 
         
Stockholders' equity:        
Common stock, $0.12 par value per share; 50,000,000 shares authorized; 18,715,985 and 18,627,167 shares issued and 16,848,182 and 17,547,665 shares outstanding at January 31, 2018, and April 30, 2017, respectively  2,245,927   2,235,269 
Additional paid-in capital  27,542,449   27,449,319 
Retained earnings  13,277,119   12,320,814 
Treasury stock, 1,867,803 and 1,079,502 shares at January 31, 2018, and April 30, 2017, respectively, at cost  (9,193,932)  (7,493,641)
Total stockholders' equity  33,871,563   34,511,761 
Total liabilities and stockholders' equity $48,818,452  $52,817,513 

  October 31,  April 30, 
  2018  2018 
  (unaudited)    
       
ASSETS        
Current assets:        
Cash and cash equivalents $9,784,582  $9,508,931 
Restricted cash  2,726,550   2,369,063 
Accounts receivable, net of allowances  291,101   345,403 
Prepaid expenses  1,034,600   1,058,726 
Inventory and other current assets  345,337   341,299 
Assets held for sale  13,890,758   607,180 
Total current assets  28,072,928   14,230,602 
         
Real estate held for sale  750,000   750,000 
Goodwill  14,092,154   14,092,154 
Intangible assets, net of accumulated amortization  2,274,504   2,289,485 
Property and equipment, net of accumulated depreciation  3,142,651   3,254,367 
Deferred tax asset  568,216   704,044 
Assets held for sale  -   13,597,772 
Other assets  213,692   204,672 
Total assets $49,114,145  $49,123,096 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $1,424,200  $1,350,263 
Accrued payroll and related  1,997,081   1,810,626 
Accrued player's club points and progressive jackpots  2,606,088   2,273,655 
Liabilities held for sale  925,544   902,720 
Total current liabilities  6,952,913   6,337,264 
Long-term debt  6,822,924   7,895,240 
Other long-term liabilities  603,951   637,207 
Total liabilities  14,379,788   14,869,711 
         
Stockholders' equity:        
Common stock, $0.12 par value per share; 50,000,000 shares authorized; 18,743,185 and 18,715,985 shares issued and 16,875,382 and 16,848,182 shares outstanding at October 31, 2018, and April 30, 2018, respectively.  2,249,191   2,245,927 
Additional paid-in capital  27,583,038   27,557,151 
Retained earnings  14,096,060   13,644,239 
Treasury stock, 1,867,803 shares at October 31, 2018, and April 30, 2018, at cost.  (9,193,932)  (9,193,932)
Total stockholders' equity  34,734,357   34,253,385 
Total liabilities and stockholders' equity $49,114,145  $49,123,096 

 

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

 

 2 

 

 

Nevada Gold & Casinos, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

 

 Three Months Ended  Nine Months Ended  Three Months Ended  Six Months Ended 
 January 31, January 31, January 31, January 31,  October 31, October 31, October 31, October 31, 
 2018  2017  2018  2017  2018  2017  2018  2017 
Revenues:                                
Casino $15,822,508  $15,714,538  $49,595,806  $48,231,536  $11,491,669  $14,205,937  $23,504,388  $27,457,249 
Food and beverage  3,399,975   3,383,641   9,817,883   10,014,949   2,520,548   2,470,121   5,009,925   4,830,535 
Other  480,802   534,011   1,484,566   1,622,271   342,237   387,414   720,310   799,011 
Gross revenues  19,703,285   19,632,190   60,898,255   59,868,756   14,354,454   17,063,472   29,234,623   33,086,795 
Less promotional allowances  (1,605,069)  (1,722,078)  (4,831,292)  (5,251,980)  -   (1,043,293)  -   (2,064,685)
Net revenues  18,098,216   17,910,112   56,066,963   54,616,776   14,354,454   16,020,179   29,234,623   31,022,110 
Expenses:                                
Casino  8,631,595   8,550,102   27,697,584   27,180,611   5,169,139   7,974,289   11,342,078   15,691,086 
Food and beverage  1,766,663   1,573,445   5,011,269   4,588,060   2,244,719   1,293,078   4,448,208   2,534,873 
Other  51,467   46,321   156,841   153,055   55,040   24,082   113,820   49,936 
Marketing and administrative  5,378,939   5,149,807   15,961,424   15,583,962   4,393,961   4,357,146   8,868,945   8,716,577 
Facility  518,234   547,123   1,502,303   1,627,828   437,086   461,798   885,559   881,581 
Corporate  578,370   627,553   1,909,731   2,148,422   1,398,801   691,976   2,630,530   1,331,361 
Depreciation and amortization  538,907   756,606   1,848,490   2,306,628   114,218   224,651   244,657   562,589 
Loss on disposal of assets  308   42,574   5,773   56,490 
Impairment of goodwill  -   1,101,471   -   1,101,471 
Loss on sale of assets  23,335   5,465   (34,356)  5,465 
Total operating expenses  17,464,483   18,395,002   54,093,415   54,746,527   13,836,299   15,032,485   28,499,441   29,773,468 
Operating income (loss)  633,733   (484,890)  1,973,548   (129,751)
Operating income  518,155   987,694   735,182   1,248,642 
Non-operating income (expenses):                                
Interest income  10,749   19,149   37,424   65,241   8,438   14,211   16,875   26,675 
Interest expense and amortization of loan issue costs  (145,280)  (207,626)  (469,615)  (582,014)  (88,591)  (163,820)  (208,443)  (324,335)
Change in swap fair value  91,986   180,059   133,444   226,520   4,831   45,422   9,020   41,458 
Income (loss) before income tax expense  591,188   (493,308)  1,674,801   (420,004)
Income from continuing operations before income tax expense  442,833   883,507   552,634   992,440 
Income tax expense  (397,861)  (189,738)  (718,496)  (212,592)  (97,933)  (257,359)  (122,140)  (293,278)
Net income (loss) $193,327  $(683,046) $956,305  $(632,596)
Income from continuing operations  344,900   626,148   430,494   699,162 
Income from discontinued operations, net of taxes  194,190   12,829   56,752   63,816 
Net income $539,090  $638,977  $487,246  $762,978 
Per share information:                                
Net income (loss) per common share - basic $0.01  $(0.04) $0.06  $(0.04)
Net income (loss) per common share - diluted $0.01  $(0.04) $0.05  $(0.04)
Income from continuing operations per common share - basic and diluted $0.02  $0.04  $0.03  $0.04 
Income from discontinued operations per common share - basic and diluted $0.01  $-  $-  $- 
Net income per common share - basic and diluted $0.03  $0.04  $0.03  $0.04 

 

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

 

 3 

 

 

Nevada Gold & Casinos, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

  Nine Months Ended 
  January 31,  January 31, 
  2018  2017 
Cash flows from operating activities:        
Net income (loss) $956,305  $(632,596)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
  Depreciation and amortization  1,848,490   2,306,628 
  Stock compensation  89,438   117,393 
  Amortization of deferred loan issuance costs  72,960   69,608 
  Change in deferred rent  6,076   30,899 
  Impairment of goodwill  -   1,101,471 
  Changes to restricted cash  (64,537)  (288,519)
  Change in swap fair value  (133,444)  (226,520)
  Loss on disposal of assets  5,773   56,490 
  Changes in deferred income taxes  718,496   212,592 
Changes in operating assets and liabilities:        
  Receivables and other assets  (35,362)  171,101 
  Accounts payable and accrued liabilities  (398,052)  (969,001)
Net cash provided by operating activities  3,066,143   1,949,546 
Cash flows from investing activities:        
Collections on notes receivable  347,888   605,058 
Purchase of property and equipment  (759,860)  (942,933)
Capitalized licensing costs refunded  -   24,946 
Deposit refunded  (3,500)  - 
Proceeds from the sale of assets  2,000   500 
Net cash used in investing activities  (413,472)  (312,429)
Cash flows from financing activities:        
Purchase of treasury stock  (1,700,291)  (476,816)
Repayment of credit facilities  (3,700,000)  (3,172,777)
Proceeds from credit facilities  700,000   - 
Cash proceeds from exercise of stock options  14,350   13,040 
Net cash used in financing activities  (4,685,941)  (3,636,553)
         
Net decrease in cash and cash equivalents  (2,033,270)  (1,999,436)
Cash and cash equivalents at beginning of period  10,631,903   11,583,107 
Cash and cash equivalents at end of period $8,598,633  $9,583,671 
Supplemental cash flow information:        
Cash paid for interest $401,350  $528,532 

  Six Months Ended 
  October 31,  October 31, 
  2018  2017 
Cash flows from operating activities:        
Net income $487,246  $762,978 
Adjustments to reconcile net income to net cash provided by operating activities:        
Income from discontinued operations  (56,752)  (63,816)
Depreciation and amortization  244,657   562,589 
Stock compensation  24,771   67,171 
Amortization of deferred loan issuance costs  27,684   48,898 
Change in deferred rent  (33,256)  (1,952)
Change in swap fair value  (9,020)  (41,458)
(Gain) loss on disposal of assets  (34,356)  5,465 
Changes in deferred income taxes  135,828   320,635 
Changes in operating assets and liabilities:        
Receivables and other assets  60,685   12,446 
Accounts payable and accrued liabilities  664,222   240,228 
Net cash provided by operating activities  1,511,709   1,913,184 
Cash flows from investing activities:        
Collections on notes receivable  -   191,336 
Purchase of property and equipment  (141,295)  (487,436)
Distribution from discontinued operations  369,736   1,011,953 
Deposit refunded  -   (3,500)
Proceeds from the sale of assets  -   2,000 
Net cash provided by investing activities  228,441   714,353 
Cash flows from financing activities:        
Purchase of treasury stock  -   (1,700,291)
Repayment of credit facilities  (1,100,000)  (2,400,000)
Proceeds from credit facilities  -   700,000 
Cash proceeds from exercise of stock options  -   6,150 
Net cash used in financing activities  (1,100,000)  (3,394,141)
Cash flows from discontinued operations:        
Cash flows provided by operating activities  491,512   833,688 
Cash flows used in investing activities  (128,788)  (78,170)
Cash flows used in financing activities  (369,736)  (1,011,953)
Net cash used in discontinued operations  (7,012)  (256,435)
         
Net increase (decrease) in cash, cash equivalents and restricted cash  633,138   (1,023,039)
Cash, cash equivalents and restricted cash at beginning of period  11,877,994   12,626,215 
Cash, cash equivalents and restricted cash at end of period $12,511,132  $11,603,176 
Supplemental cash flow information:        
Cash paid for interest $186,549  $275,862 

 

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

 

 4 

 

 

Nevada Gold & Casinos, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

Note 1.   Basis of Presentation

 

The interim financial information included herein is unaudited. However, the accompanying condensed consolidated financial statements include all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly our condensed consolidated balance sheets at JanuaryOctober 31, 2018 and April 30, 2017,2018, condensed consolidated statements of operations for the three and ninesix months ended JanuaryOctober 31, 2018 and 2017, and condensed consolidated statements of cash flows for the ninesix months ended JanuaryOctober 31, 2018 and 2017. 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, 20172018 and the notes thereto included in our Annual Report on Form 10-K. The results of operations for the three and ninesix months ended JanuaryOctober 31, 2018 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 have been made to conform prior year financial information to the current period presentation. Those reclassifications did not impact operating income, net income, working capital or stockholders’ equity. As of July 27, 2018, Club Fortune met the requirements for presentation as assets held for sale and discontinued operations under generally accepted accounting principles (see Note 13). Accordingly, the operations of Club Fortune have been classified as discontinued operations and Club Fortune’s assets and liabilities have been classified as held for sale for all periods presented.

 

Note 2.Critical     Significant Accounting Policies

 

Revenue Recognition

 

We recordOn May 1, 2018, we adopted Accounting Standards Codification Topic 606,Revenue from Contracts with Customers (“ASC 606”) using a modified retrospective approach. See Note 2, “New Accounting Pronouncements and Legislation Issued,” for a discussion of the new revenue standard and its impact on our unaudited Condensed Consolidated Financial Statements. Prior to the adoption of ASC 606, complimentary revenues from casino operations. The retail value ofpertaining to food and beverage and other services furnished to guests without charge iswere included in gross revenuerevenues and deducted as promotional allowances. Netexcluded from net revenues do not include the retail amount of food, beverage and other items provided gratuitously to customers. These amounts are included inthrough promotional allowances in the accompanying condensed consolidated statementsunaudited Condensed Consolidated Statements of operations. We recordOperations. Subsequent to the redemptionadoption of couponsASC 606, complimentary revenues are included in food and pointsbeverage, and other revenues, as appropriate, in the unaudited Condensed Consolidated Statements of Operations. Complimentary other revenues, whether provided as nondiscretionary complimentaries or discretionary complimentaries, were as follows for cash as a reduction of revenue. The estimated retail value of providing such promotional allowances is as follows:continuing operations:

 

  Three Months Ended  Nine Months Ended 
  January 31, 2018  January 31, 2017  January 31, 2018  January 31, 2017 
Food and beverage $1,539,018  $1,665,085  $4,632,274  $5,078,683 
Other  66,051   56,993   199,018   173,297 
Promotional allowances $1,605,069  $1,722,078  $4,831,292  $5,251,980 

  Three Months Ended  Six Months Ended 
  October 31, 2018  October 31, 2017  October 31, 2018  October 31, 2017 
Food and beverage $933,046  $999,835  $1,870,492  $1,979,569 
Other  42,196   43,458   81,557   85,116 
Total complimentries $975,242  $1,043,293  $1,952,049  $2,064,685 

 

The estimated cost of providing such complimentary services that is included in casino expense in the condensed consolidated statements of operations was as follows:

  Three Months Ended  Nine Months Ended 
  January 31, 2018  January 31, 2017  January 31, 2018  January 31, 2017 
Food and beverage $1,425,074  $1,508,443  $4,354,491  $4,646,134 
Other  58,940   48,609   186,648   159,824 
Total cost of complimentary services $1,484,014  $1,557,052  $4,541,139  $4,805,958 

5

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:

5

 

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 for 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 discounted 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

 

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018, and early application is permitted. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations.

 

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09,Revenue from Contracts with Customers, which introduced a new accounting standard forrelated to revenue recognition, which requires entities to recognizeASC 606. Under ASC 606, recognition of revenue occurs when it transfersa customer obtains control of promised goods or services to customers, in an amount that reflects the consideration to which the entity expects to be entitledreceive in exchange for those goods or services. The new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies,In addition, the new guidance isrevenue standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers - Deferral of the Effective Date, which deferred the implementation of ASC 606 to be effective for annual reporting periods (including interim periods within those periods)fiscal years beginning after December 15, 2017.

The Company plans to adopt this standard using the full retrospective method inadopted ASC 606 during the first quarter 2019 using the modified retrospective approach to all contracts as of fiscal 2019. Thisthe date of initial application, which was May 1, 2018. Adoption of the new revenue standard will affectprincipally affected (1) how we measure the Company’s accounting policy in relationliability associated with our loyalty program and (2) the classification and, as it related to the non-discretionarymeasurement of revenues and expenses between gaming; food and beverage; and retail, and other. The modified retrospective approach required the Company to recognize the impact of adopting ASC 606 as a cumulative effect adjustment to our beginning retained earnings, which was a decrease of $35,425 as of May 1, 2018. The cumulative effect adjustment related exclusively to re-measuring the liability associated with the loyalty program transactions. Based onfrom a clarification fromcost approach to an approach that reflects the FASB, complementary revenue represents a consideration payable to a customer and therefore is to be treated as a deduction to revenue at the timeestimated stand alone selling price (SSP) of the transactionreward credits and atcertain tier benefits. In addition, the price of the complementary being offered. The Company expects the majority of such amounts will offset casino revenues. The standard also changes the presentation of promotional allowances to be shown as a direct reduction of gross revenues instead of being presented as a separate line on the Statement of Operations. The Company also expects the accounting for our player program to be impacted, with possible changes to the timing and/or classification of certain transactions within revenues and between revenues and operating expenses as we transition from the immediate revenue/cost accrual model to the deferred revenue model. Additionally,modified retrospective approach required the Company expectsto provide disclosures describing the estimated costs of providing promotional allowances will no longer be allocated primarily to casino expenses. The quantitative effects of these changes have not yet been determined and are still being analyzed.financial statement line items impacted by the new revenue standard (see below).

 

 6 

 

Prior to the adoption of ASC 606, we determined our liability for loyalty reward credits based on the estimated costs of goods and services to be provided and estimated redemption rates. Upon adoption of ASC 606, points awarded under our loyalty program constitute a material right and, as such, represent a performance obligation associated with the gaming contracts. Therefore, ASC 606 required us to allocate the revenues associated with the players’ activity between gaming revenue and the estimated SSP of the reward credits.

 

In January 2017,addition to the above, prior to the adoption of ASC 606, complimentary revenues pertaining to food and beverage and retail were included in gross revenues and excluded from net revenues through promotional allowances in the unaudited Condensed Consolidated Statements of Operations and the estimated costs of providing such complimentary goods and services were included as gaming expenses in the unaudited Condensed Consolidated Statements of Operations. However, subsequent to the adoption of ASC 606, food and beverage, and other services furnished to our guests on a complimentary basis is measured at the estimated SSP and included as revenues within food and beverage and other as appropriate, in the unaudited Condensed Consolidated Statements of Operations, with a corresponding decrease in gaming revenues. Additionally, subsequent to the adoption of ASC 606, the costs of providing such complimentary goods and services is included as expenses within food and beverage and other as appropriate, in the unaudited Condensed Consolidated Statements of Operations.

The amount by which each line item in continuing operations in our unaudited Condensed Consolidated Statement of Operations for the three and six months ended October 31, 2018 was affected by the new revenue standard as compared with the accounting guidance that was in effect before the change was as follows:

  For the three months ended October 31, 2018 
  As Reported -
With Adoption of
ASC 606
  As Adjusted -
Without Adoption
of ASC 606
  Effect of Accounting
Change
Increase/(Decrease)
 
Revenues:            
Casino $11,491,669  $12,466,911  $(975,242)
Food and beverage  2,520,548   2,520,548   - 
Other  342,237   342,237   - 
Gross revenues  14,354,454   15,329,696   (975,242)
Less promotional allowances  -   (975,242)  975,242 
Net revenues  14,354,454   14,354,454   - 
             
Expenses:            
Casino  5,169,139   5,990,982   (821,843)
Food and beverage  2,244,719   1,454,091   790,628 
Other  55,040   23,825   31,215 
Marketing and administrative  4,393,961   4,393,961   - 
Facility  437,086   437,086   - 
Corporate  1,398,801   1,398,801   - 
Depreciation and amortization  114,218   114,218   - 
Loss on sale of assets  23,335   23,335   - 
Total operating expenses  13,836,299   13,836,299   - 
Operating income $518,155  $518,155  $- 
             
Net income $344,900  $344,900  $- 

7

  For the six months ended October 31, 2018 
  As Reported -
With Adoption of
ASC 606
  As Adjusted -
Without Adoption
of ASC 606
  Effect of Accounting
Change
Increase/(Decrease)
 
Revenues:            
Casino $23,504,388  $25,452,759  $(1,948,371)
Food and beverage  5,009,925   5,009,925   - 
Other  720,310   720,310   - 
Gross revenues  29,234,623   31,182,994   (1,948,371)
Less promotional allowances  -   (1,952,049)  1,952,049 
Net revenues  29,234,623   29,230,945   3,678 
             
Expenses:            
Casino  11,342,078   12,977,255   (1,635,177)
Food and beverage  4,448,208   2,871,479   1,576,729 
Other  113,820   51,694   62,126 
Marketing and administrative  8,868,945   8,868,945   - 
Facility  885,559   885,559   - 
Corporate  2,630,530   2,630,530   - 
Depreciation and amortization  244,657   244,657   - 
Gain on sale of assets  (34,356)  (34,356)  - 
Total operating expenses  28,499,441   28,495,763   3,678 
Operating income $735,182  $735,182  $- 
             
Net income $430,494  $430,494  $- 

Restricted Cash

In November 2016, the FASB issued Accounting Standards UpdateASU No. 2017-04 ("2016-18, Statement of Cash Flows - Restricted Cash (Topic 230), which amends the existing guidance relating to the disclosure of restricted cash and restricted cash equivalents on the statement of cash flows. The ASU 2017-04") "Intangibles - Goodwillrequires that amounts generally described as restricted cash or restricted cash equivalents should be included with cash and Other (Topic 350): Simplifyingcash equivalents when reconciling the Accounting for Goodwill Impairment." ASU 2017-04 removesbeginning-of-period and end-of-period total amounts shown on the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amountstatement of goodwill. ASU 2017-04 is effective for annual periods and interim periods within those annual periods beginning after 15 December 2019, and early adoption is permitted.cash flows. The Company adopted this guidance on May 1, 2018 on a retrospective basis and the updated disclosures are reflected for the periods presented in the second quarterCondensed Consolidated Statements of fiscal 2018 with no material impact on its financial position or resultsCash Flows. For the six months ended October 31, 2017, the change in restricted cash of operations.($49,494) was previously reported within net cash provided by operating activities.

 

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 consolidated financial statements.

 

Note 3.Restricted Cash

 

As of JanuaryOctober 31, 2018 and April 30, 2017,2018, we maintained $2,058,849$2,726,550 and $1,994,312,$2,369,063, respectively, in restricted cash, which consists of player-supported jackpot funds for our Washington operations.

Note 4.Notes Receivable

G Investments, LLC

As of January 31, 2018 and April 30, 2017, we had a note receivable of $35,205 and $383,093, respectively, with no valuation allowance, due from G Investments, LLC resulting from the sale of the Colorado Grande Casino on May 25, 2012. The initial amount was $2,300,000, requiring $40,000 monthly payments, bearing interest at 6% per annum through the amended maturity date of February of 2018, and is secured with the assets of the Colorado Grande Casino, pledge of membership interest in G Investments, LLC (“GI”), and a personal guaranty by GI’s principal. This note receivable was paid as of February 2018.

 

Note 5.4.     Goodwill and Intangible Assets

 

In connection with our acquisitions of the Washington mini-casinos on May 12, 2009, July 23, 2010 and July 18, 2011, the South Dakota slot route on January 27, 2012, and the Club Fortune Casino in Nevada on December 1, 2015, we have goodwill and intangible assets of $20,631,943,$16,366,658, net of amortization for intangible assets with finite lives.

 

The change in the carrying amount of goodwill and other intangible assets for the ninesix months ended JanuaryOctober 31, 2018, is as follows:

 

  

 

Total

  

 

Goodwill

  

Other

Intangibles, net

 
Balance as of April 30, 2017 $21,030,916  $16,923,588  $4,107,328 
Current year amortization  (398,973)  -   (398,973)
Balance as of January 31, 2018 $20,631,943  $16,923,588  $3,708,355 
  

 

Total

  

 

Goodwill

  

Other

Intangibles, net

 
Balance as of April 30, 2018 $16,381,639  $14,092,154  $2,289,485 
Current year amortization  (14,981)  -   (14,981)
Balance as of October 31, 2018 $16,366,658  $14,092,154  $2,274,504 

8

 

Goodwill and net intangibles assets by segment as of JanuaryOctober 31, 2018, are as follows:

 

 

 

Total

  Goodwill  Other Intangibles, net  

 

Total

  Goodwill  Other
Intangibles, net
 
Washington $15,984,117  $14,092,154  $1,891,963  $15,954,154  $14,092,154  $1,862,000 
South Dakota  157,143   -   157,143 
Nevada  4,078,179   2,831,434   1,246,745 
Corporate  412,504   -   412,504   412,504   -   412,504 
Total $20,631,943  $16,923,588  $3,708,355  $16,366,658  $14,092,154  $2,274,504 

 

Intangible assets are generally amortized on a straight line basis over the useful lives of the assets. State gaming registration and trade names are not amortizable. A summary of intangible assets and accumulated amortization as of JanuaryOctober 31, 2018, are as follows:

 

  

Gross

Carrying

Amount

  

 

Accumulated

Amortization

  Net 
Customer relationships $8,673,321  $(7,920,025) $753,296 
Non-compete agreements  1,379,000   (1,348,445)  30,555 
State gaming registration  412,504   -   412,504 
Trade names  2,512,000   -   2,512,000 
Total $12,976,825  $(9,268,470) $3,708,355 

7
  

Gross

Carrying

Amount

  

 

Accumulated

Amortization

  Net 
Customer relationships $6,753,321  $(6,753,321) $- 
Non-compete agreements  1,018,000   (1,018,000)  - 
State gaming registration  412,504   -   412,504 
Trade names  1,862,000   -   1,862,000 
Total $10,045,825  $(7,771,321) $2,274,504 

 

Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. Goodwill for our Nevada operations was $2.8$2.7 million as of JanuaryOctober 31, 2018. In the third quarter of 2018 due to continued lower than expected results for our Nevada reporting unit, we determined sufficient indication existed to require performance of an interim goodwill impairment analysis for the Nevada reporting unit.  The Company performed a preliminary impairment assessment of goodwill associated with the Nevada operations as of January 31, 2018. The fair value calculation includes multiple assumptions and estimates, including the projected cash flows and discount rates. Changes in these assumptions and estimates could result in goodwill impairment that could materially adversely impact our financial position or results of operations.  Based on the preliminary impairment assessment performed, no impairment charge was required.(see Note 13).

The remaining weighted average useful life of acquired intangibles is 3.7 years for customer relationships and 0.8 years for non-compete agreements. The estimated future annual amortization of intangible assets, which excludes trade names and state gaming registration, is as follows:

Period Amount 
February 2018-January 2019 $334,803 
February 2019-January 2020  117,143 
February 2020-January 2021  117,143 
February 2021-January 2022  117,143 
Thereafter  97,619 
Total $783,851 

Note 5.Property and Equipment

Property and equipment at October 31, 2018 and April 30, 2018, consist of the following:

        Estimated 
  October 31,  April 30,  Service Life 
  2018  2018  in Years 
Building and improvements $1,661,367  $1,653,534   15-39 
Gaming equipment  2,391,596   2,391,596   3-5 
Furniture and office equipment  3,574,231   3,500,778   3-7 
Land and improvements  87,750   87,750   n/a 
Leasehold improvements  1,718,835   1,711,641   7-20 
Construction in progress  80,017   57,916     
   9,513,796   9,403,215     
Less accumulated depreciation  (6,371,145)  (6,148,848)    
Property and equipment, net $3,142,651  $3,254,367     

 

Note 6. Property and Equipment

Property and equipment at January 31, 2018 and April 30, 2017, consist of the following:

        Estimated
  January 31,  April 30,  Service Life
  2018  2017  in Years
Building and improvements $7,803,486  $7,762,201  15-39
Gaming equipment  5,478,794   5,300,898  3-5
Furniture and office equipment  4,750,979   4,506,639  3-7
Land and improvements  2,387,750   2,387,750  n/a
Leasehold improvements  1,749,130   1,556,824  7-20
Construction in progress  114,727   80,023   
   22,284,866   21,594,335   
Less accumulated depreciation  (9,023,581)  (7,635,620)  
Property and equipment, net $13,261,285  $13,958,715   

Note 7.Long-Term Debt

 

Our long-term financing obligations are as follows:

 

  January 31,  April 30, 
  2018  2017 
$23.0 million reducing revolving credit agreement, LIBOR plus an Applicable Margin, $625,000 quarterly reductions beginning January 31, 2016 through November 30, 2020, and the remaining principal due on the maturity date of November 30, 2020, net of accumulated debt issuance costs of $165,630 and $238,589 at January 31, 2018 and April 30, 2017, respectively. $9,134,370  $12,061,411 
Less: current portion  -   - 
Total long-term financing obligations $9,134,370  $12,061,411 

  October 31,  April 30, 
  2018  2018 
       
$23.0 million reducing revolving credit agreement, LIBOR plus an Applicable Margin, $625,000 quarterly reductions beginning January 31, 2016 through November 30, 2020, and the remaining principal due on the maturity date of November 30, 2020, net of accumulated debt issuance costs of $77,076 and $104,760 at October 31, 2018 and April 30, 2018, respectively. $6,822,924  $7,895,240 
Total long-term financing obligations $6,822,924  $7,895,240 

 

On November 30, 2015, the Company amended its existing credit agreement with Mutual of Omaha Bank to increase the lending commitment to $23 million.  The Amended and Restated Credit Agreement (“Credit Facility”) matures on November 30, 2020, and 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, determined quarterly beginning April 1, 2016, based on the total leverage ratio for the trailing twelve months. The interest rate on the balance as of JanuaryOctober 31, 2018, is 4.05%4.79%. In addition, the Company was required to fix the interest rate on at least 50% of the credit facility through a swap agreement. As of October 31, 2018, we have $8.5 million available to borrow per the Credit Agreement.

 

 89 

 

 

As of JanuaryOctober 31, 2018, principal reductions due on the Credit Facility are as follows:

 

February 1, 2018 – January 31, 2019 $- 
February 1, 2019 – January 31, 2020  - 
February 1, 2020 – November 30, 2020  9,300,000 
November 1, 2018 – October 31, 2019 $- 
November 1, 2019 – October 31, 2020  - 
November 1, 2020 – November 30, 2020  6,900,000 
Total payments  9,300,000   6,900,000 
Unamortized debt discount  (165,630)  (77,076)
Total long-term debt $9,134,370  $6,822,924 

 

The unamortized debt discount above consists of debt costs paid directly to the lender. The discount is amortized using the effective interest method over the period of the Credit Facility through interest expense.

During the quarter, we paid $1.3 million to reduce the outstanding balance of the Credit Facility. As of January 31, 2018, we have $8.0 million available to borrow per the Credit Agreement.

 

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 including a maximum total leverage ratio of 2.75 to 1.00 from February 1, 2017 through January 31, 2018, and 2.50 to 1.00 from February 1, 2018 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 JanuaryOctober 31, 2018.

 

Note 8.7. Interest Rate Swap

 

We are required by the Credit Facility to have a secured interest rate swap for at least 50% of the Credit Facility commitment. On December 28, 2015, 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 through the maturity date of the Credit Facility. As of JanuaryOctober 31, 2018, the Company had one outstanding interest rate swap with MOOB with a notional amount of $8,687,500$7,750,000 at a swap rate of 1.77%, which as of JanuaryOctober 31, 2018, effectively converts $8,687,500 of our floating-rate debt to a synthetic fixed rate of 4.27%. Under the terms of the swap agreement, the Company pays a fixed rate of 1.77% and a 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 JanuaryOctober 31, 2018 is set at 1.55%2.29%.

 

The Company did not designate the interest rate swap as a cash flow hedge and the interest rate swap did not qualify for hedge accounting under ASC Topic 815. Changes in our interest rate swap fair value are recorded in our condensed consolidated statements of operations. 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. As a result of our evaluation of our interest rate swap as of JanuaryOctober 31, 2018, we recorded a $91,986$4,831 and $133,444$9,020 increase in our interest rate swap fair value for the three and ninesix months ended JanuaryOctober 31, 2018, respectively.2018. As of JanuaryOctober 31, 2018 and April 30, 2017,2018, our interest rate swap fair value is a $97,097$143,692 and $134,672 asset, and $36,346 liability, respectively, which is included in other assets as of JanuaryOctober 31, 2018 and other long-term liabilities as of April 30, 20172018 on the condensed consolidated balance sheets.

 

Note 9.8. Equity Transactions and Stock Option Plan

 

We have obligations under our 2009 Equity Incentive 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 2009 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.

 

 910 

 

 

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.

 

InDuring the quarter ended October of 2017, the Committee granted 26,430 shares of stock to the board of directors as $10,000 per director in annual compensation paid in the form of a stock grant with immediate vesting. The Committee also granted 57,000 shares of restricted stock in October 2017 to certain management to vest over three years. As of January 31, 2018, there was $135,278were no stock grants or forfeitures. We issued 27,200 shares for stock grants previously issued which vested during the quarter. As of October 31, 2018, there were 42,000 unvested stock grants at a weighted average $2.26 value per share, as well as $91,425 of unamortized compensation cost related to stock grants, which is expected to be recognized over approximately 2.82.0 years. A summary of stock grant activity under our share-based payment plan for the nine months ended January 31, 2018 is presented below:Also see Subsequent Events footnote.

For the Nine Months Ended January 31, 2018
Grants Shares  Weighted Average Grant Date Value (per share) 
Unvested at beginning of year  20,400  $1.98 
Issued  83,430  $2.27 
Vested  (34,630) $2.19 
Forfeited  -     
Unvested at end of year  69,200  $2.23 

 

A summary of stock option activity under our share-based payment plan for the ninethree months ended JanuaryOctober 31, 2018 is presented below:

 

        Weighted    
     Weighted  Average    
     Average  Remaining  Aggregate 
     Exercise  Contractual  Intrinsic 
  Options  Price  Term (Year)  Value 
Outstanding at April 30, 2017  693,500  $1.10         
Granted  -             
Exercised  (17,500) $0.82         
Forfeited or expired  -             
Outstanding at January 31, 2018  676,000  $1.10   4.5  $1,065,760 
                 
Exercisable at January 31, 2018  676,000  $1.10   4.5  $1,065,760 
                 
Available for grant at January 31, 2018  507,611             

        Weighted    
     Weighted  Average    
     Average  Remaining  Aggregate 
     Exercise  Contractual  Intrinsic 
  Options  Price  Term (Year)  Value 
Outstanding at April 30, 2018  676,000  $1.10       
Granted  -             
Exercised  -             
Forfeited or expired  -             
Outstanding at October 31, 2018  676,000  $1.10   3.8  $890,000 
                 
Exercisable at October 31, 2018  676,000  $1.10   3.8  $890,000 
                 
Available for grant at October 31, 2018  507,611             

 

Compensation cost for stock options granted is based on the fair value of each award, measured by applying the Black-Scholes model. As of JanuaryOctober 31, 2018, there was no unamortized compensation cost related to stock options.

 

Treasury Stock

 

In July 2016, our board of directors approved a $2.0 million stock repurchase program to purchase our common stock in the open market or in privately negotiated transactions from time to time, in compliance with Rule 10b-18 of the Securities and Exchange Act of 1934, subject to market conditions, applicable legal requirements, loan covenants and other factors. The repurchase plan does not obligate the Company to acquire any specified number or value of common stock. During the three months ended JanuaryOctober 31, 2018, the Company did not repurchase any shares. During the nine months ended January 31, 2018, the Company repurchased 788,301 shares at a weighted average price of $2.16 per share, costing $1,701,597 (including commissions). As of JanuaryOctober 31, 2018, $1.7 million remains available under the share repurchase authorization.

 

 1011 

 

Warrants

On November 7, 2011, we closed on the sale of 2,625,652 shares of our common stock to certain investors through a registered direct offering. 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 had an exercise price of $2.18 per share and were exercisable for five years from the initial exercise date. During the first week of May 2017, warrants were exercised in cashless transactions and the Company issued 36,689 shares as a result. The remaining warrants expired on May 7, 2017.

 

Note 10.9. 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 Nine Months Ended  Three Months Ended  Six Months Ended 
 January 31, January 31, January 31, January 31,  October 31, October 31, October 31, October 31, 
 2018 2017 2018 2017  2018  2017  2018  2017 
Numerator:                         
Basic and Diluted:                
Net income (loss) available to common shareholders $193,327  $(683,046) $956,305  $(632,596)
Net income from continuing operations $344,900  $626,148  $430,494  $699,162 
Net income from discontinued operations $194,190  $12,829  $56,752  $63,816 
Net income $539,090  $638,977  $487,246  $762,978 
                                
Denominator:                                
Basic weighted average number of common shares outstanding  16,829,581   17,648,165   17,029,822   17,723,382   16,849,421   16,831,048   16,848,802   17,125,734 
Dilutive effect of common stock options and warrants  378,560   -   364,870   -   360,915   364,894   346,973   362,137 
                
Diluted weighted average number of common shares outstanding  17,208,141   17,648,165   17,394,692   17,723,382   17,210,336   17,195,942   17,195,775   17,487,871 
                                
Net income (loss) per common share - basic $0.01  $(0.04) $0.06  $(0.04)
Net income (loss) per common share - diluted $0.01  $(0.04) $0.05  $(0.04)
Per share information:                
Net income from continuing operations per common share - basic and diluted $0.02  $0.04  $0.03  $0.04 
Net income from discontinued operations per common share - basic and diluted $0.01  $0.00  $0.00  $0.00 
Net income per common share - basic and diluted $0.03  $0.04  $0.03  $0.04 

 

Note 11.10. Commitments and Contingencies 

 

We are party to contracts in the ordinary course of business, including leases for real property and operating leases for equipment.

 

The expected remaining future annual minimum lease payments as of JanuaryOctober 31, 2018, are as follows:

 

Period Total 
February 2018 - January 2019 $3,183,540 
February 2019 - January 2020  2,665,971 
February 2020 - January 2021  2,538,021 
February 2021 - January 2022  1,920,858 
Thereafter  437,258 
  $10,745,648 


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.

Period Total 
November 2018 - October 2019 $3,264,116 
November 2019 - October 2020  3,248,077 
November 2020 - October 2021  2,878,135 
November 2021 - October 2022  1,502,169 
Thereafter  1,086,576 
  $11,979,073 

 

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.

 

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Note 12.11. Income Taxes 

 

The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017. The Tax Act reduces the US federal corporate tax rate from 35% to 21%. At JanuaryOctober 31,2018, we have not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances. For any amounts we have not been able to make a reasonable estimate, we will continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. In all cases, we will continue to make and refine our calculations as additional analysis is completed. In addition, our estimates may also be affected as we gain a more thorough understanding of the tax law. The Company provisionally remeasured its net deferred tax liabilities to incorporate the future lower corporate tax rate resulting in a $291 thousand reduction to net deferred tax assets.

 

Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin ("SAB") No. 118 (SAB 118), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. SAB 118 summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Act.

 

12

Several provisions of the Tax Act have significant impact on our U.S. tax attributes, generally consisting of credits, loss carry-forwards, and reserved notes. Although we have made a reasonable estimate of the gross amounts of the attributes disclosed, the Company is continuing to analyze certain aspects of the Tax Act and is refining its calculations which could potentially affect the measurements of these balances or potentially give rise to new deferred tax amounts. Other significant provisions that are not yet effective, but may impact income taxes in future years, include: limitation on the current deductibility of net interest expense in excess of 30 percent of adjusted taxable income and a limitation of net operating losses generated after December 31, 2017 to 80 percent of taxable income.

 

For the three months ended JanuaryOctober 31, 2018 and 2017, our effective tax rates (exclusive of discrete items)from continuing operations were 19%22% and -38%29%, respectively. For the ninesix months ended JanuaryOctober 31, 2018 and 2017, our effective tax rates from continuing operations were 28%22% and -51%30%, respectively. The difference between the federal statutory rate of approximately 29.7% (composed of 34% through December of 2017 and 21% thereafter) and the 2018 fiscal year to date’s effective tax rate is primarily due to utilization of general business credits.nondeductible expenses. The difference between the 2017 federal statutory rate of 34.0% and the 2017 fiscal year to date effective tax rate was primarily due to the non-deductible goodwill impairment.utilization of general business credits.

 

At JanuaryOctober 31, 2018, we have $0.8$0.6 million in net deferred tax assets, which is primarily a result of the $6.3 million (gross, not tax effected) amount in receivables that have been fully reserved for book purposes.net operating losses. We believe that it is more-likely-than-not that the deferred tax assets will be realized prior to any expiration and therefore we have not applied a valuation allowance on our deferred tax assets.

 

We filed income tax returns in the United States federal jurisdiction. No jurisdiction is currently examining our tax filings for any tax years. All of the Company’s tax positions are considered more likely than not to be sustained upon an IRS examination.

 

Note 13.12. Segment Reporting 

 

We have three business segments: (i) Washington, (ii) South Dakota and (iii) Nevada, as well as the Company’s corporate location. ForOn June 30, 2018, the three months ended January 31,Company sold its South Dakota route operations. Also, as of July 27, 2018, the Nevada reportable segment met the requirements to be classified as a discontinued operation. As a result, the operations of Nevada have been excluded from the segment reporting below. See Note 13 for information related to the Nevada segment. The Washington segment consists of the Washington mini-casinos, the South Dakota segment consistsconsisted of our slot route operation in South Dakota, the Nevada segment consists of Club Fortune casino and the Corporate column includes the vacant land in Colorado and its taxes and maintenance expenses. The Corporate column also includesexpenses, corporate-related items, results of insignificant operations, and income and expenses not allocated to other reportable segments.

 

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Summarized financial information for our reportable segments from continuing operations is shown in the following table:

 

 As of, and for the Three Months Ended, January 31, 2018  For the Three Months Ended, October 31, 2018 
 Washington  South Dakota  Nevada  Corporate  Total  Washington  South Dakota  Corporate  Total 
                    
Net revenues $13,619,494  $1,168,465  $3,310,257  $-  $18,098,216  $14,354,454  $    -  $-  $14,354,454 
Casino and food and beverage expense  7,239,816   1,131,160   2,027,282   -   10,398,258   7,413,858   -   -   7,413,858 
Marketing, administrative and corporate expense  4,404,711   134,999   839,229   578,370   5,957,309   4,393,961   -   1,398,801   5,792,762 
Facility and other expenses  458,938   22,796   87,967   -   569,701   492,126   -   -   492,126 
Depreciation and amortization  119,007   72,980   340,385   6,535   538,907   108,192   -   6,026   114,218 
Operating income (loss)  1,396,948   (193,704)  15,394   (584,905)  633,733   1,945,544   -   (1,427,389)  518,155 
Assets  27,352,823   1,549,392   16,122,948   3,793,289   48,818,452 
Purchase of property and equipment  150,582   -   41,248   2,425   194,255 

 

  As of, and for the Three Months Ended, January 31, 2017 
  Washington  South Dakota  Nevada  Corporate  Total 
                
Net revenues $13,235,038  $1,152,186  $3,522,888  $-  $17,910,112 
Casino and food and beverage expense  7,020,786   1,135,935   1,966,826   -   10,123,547 
Marketing, administrative and corporate expense  4,158,224   99,131   892,452   627,553   5,777,360 
Facility and other expenses  477,781   28,265   87,398   -   593,444 
Depreciation and amortization  231,294   139,416   379,223   6,673   756,606 
Operating income (loss)  1,344,849   (1,352,047)  156,533   (634,225)  (484,890)
Assets  27,181,165   1,927,133   17,314,523   6,089,108   52,511,929 
Purchase of property and equipment  84,631   5,413   30,012   -   120,056 

  As of, and for the Nine Months Ended, January 31, 2018 
  Washington  South Dakota  Nevada  Corporate  Total 
                
Net revenues $40,711,936  $5,241,304  $10,113,723  $-  $56,066,963 
Casino and food and beverage expense  21,942,456   4,654,465   6,111,932   -   32,708,853 
Marketing, administrative and corporate expense  13,031,138   368,321   2,561,965   1,909,731   17,871,155 
Facility and other expenses  1,345,352   67,914   245,878   -   1,659,144 
Depreciation and amortization  465,885   275,345   1,087,380   19,880   1,848,490 
Operating income (loss)  3,921,445   (124,854)  106,568   (1,929,611)  1,973,548 
Assets  27,352,823   1,549,392   16,122,948   3,793,289   48,818,452 
Purchase of property and equipment  508,423   107,033   119,417   24,987   759,860 

  As of, and for the Nine Months Ended, January 31, 2017 
  Washington  South Dakota  Nevada  Corporate  Total 
                
Net revenues $39,499,325  $5,301,417  $9,816,034  $-  $54,616,776 
Casino and food and beverage expense  21,241,276   4,671,422   5,855,973   -   31,768,671 
Marketing, administrative and corporate expense  12,319,376   335,111   2,929,475   2,148,422   17,732,384 
Facility and other expenses  1,438,721   97,875   244,287   -   1,780,883 
Depreciation and amortization  717,917   452,073   1,117,885   18,753   2,306,628 
Operating income (loss)  3,779,722   (1,365,215)  (377,083)  (2,167,175)  (129,751)
Assets  27,181,165   1,927,133   17,314,523   6,089,108   52,511,929 
Purchase of property and equipment  323,731   26,876   537,138   55,188   942,933 

  For the Three Months Ended, October 31, 2017 
  Washington  South Dakota  Corporate  Total 
             
Net revenues $13,820,278  $2,199,901  $-  $16,020,179 
Casino and food and beverage expense  7,389,152   1,878,215   -   9,267,367 
Marketing, administrative and corporate expense  4,238,174   118,972   691,976   5,049,122 
Facility and other expenses  463,509   22,371   -   485,880 
Depreciation and amortization  113,898   104,080   6,673   224,651 
Operating income (loss)  1,609,959   76,384   (698,649)  987,694 

 

 13 

 

  For the Six Months Ended, October 31, 2018 
  Washington  South Dakota  Corporate  Total 
             
Net revenues $28,406,069  $828,554  $-  $29,234,623 
Casino and food and beverage expense  14,852,126   938,160   -   15,790,286 
Marketing, administrative and corporate expense  8,737,665   131,280   2,630,530   11,499,475 
Facility and other expenses  982,656   16,723   -   999,379 
Depreciation and amortization  232,372   -   12,285   244,657 
Operating income (loss)  3,600,476   (199,917)  (2,665,377)  735,182 

  For the Six Months Ended, October 31, 2017 
  Washington  South Dakota  Corporate  Total 
             
Net revenues $26,949,271  $4,072,839  $-  $31,022,110 
Casino and food and beverage expense  14,702,653   3,523,306   -   18,225,959 
Marketing, administrative and corporate expense  8,483,255   233,322   1,331,361   10,047,938 
Facility and other expenses  886,399   45,118   -   931,517 
Depreciation and amortization  346,879   202,365   13,345   562,589 
Operating income (loss)  2,524,499   68,849   (1,344,706)  1,248,642 

Segment assets at October 31, 2018 were: Washington $28,230,502; Corporate $5,368,022. Segment assets at October 31, 2017 were: Washington $27,898,267; South Dakota $1,830,836; Corporate $4,355,118.

Note 13.Discontinued Operations

On June 27, 2018, the Company entered into a definitive agreement to sell its Club Fortune casino property in Henderson, Nevada, for $14.6 million, subject to certain adjustments, including a working capital adjustment. The transaction is expected to be completed in late December 2018, subject to Nevada Gaming Control Board approval and other customary closing conditions.

As of July 27, 2018, Club Fortune met the requirements for presentation as assets held for sale and discontinued operation under generally accepted accounting principles. As a result of Club Fortune meeting the criteria to be classified as held for sale, the Company recorded a goodwill impairment of $115,128 and a loss on reclassification as held for sale of $84,872 in the first quarter of fiscal 2019 which primarily represented the estimated cost to sell Club Fortune. The operations of Club Fortune have been classified as discontinued operations and as assets held for sale for all periods presented.

The results of discontinued operations are summarized as follows:

  Three months ended  Six months ended 
       
  October 31,  October 31,  October 31,  October 31, 
  2018  2017  2018  2017 
Gross revenues $3,241,055  $3,968,042  $6,460,468  $7,965,004 
Less promotional allowances  -   (590,220)  -   (1,161,538)
Net revenues  3,241,055   3,377,822   6,460,468   6,803,466 
                 
Casino and food and beverage expense  2,053,970   2,047,861   4,124,557   4,084,651 
Marketing and administrative  848,031   856,394   1,661,100   1,722,736 
Facility and other expenses  92,518   84,296   183,971   157,910 
Depreciation and amortization  -   373,498   220,531   746,995 
Goodwill impairment  -   -   115,128   - 
Loss on reclassification as held for sale  -   -   84,872   - 
(Gain) on sale of assets  -   -   (131)  - 
Income tax expense  52,346   2,944   13,688   27,358 
Income from discontinued operations, net of tax $194,190  $12,829  $56,752  $63,816 

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The assets and liabilities held for sale related to Club Fortune were as follows:

  October 31,  April 30, 
  2018  2018 
Assets:        
Accounts receivable, net $79,484  $140,370 
Prepaid expenses and other assets  356,369   377,811 
Inventory  63,872   88,998 
Goodwill  2,716,306   2,831,434 
Intangible assets, net  1,182,659   1,208,294 
Property and equipment, net  9,492,068   9,558,045 
Total assets held for sale $13,890,758  $14,204,952 
         
Liabilities:        
Accounts payable and accrued liabilities $309,717  $345,231 
Accrued payroll and related  264,251   238,688 
Accrued player’s club points and progressive jackpots  351,576   318,801 
Total liabilities held for sale $925,544  $902,720 

On June 30, 2018, the Company sold its South Dakota route operations. The sale included all fixtures, equipment, trade names, and operating agreements used in connection with the business, but excluded necessary operating cash used in the business. Because this sale did not represent a strategic shift that would have a major effect on the Company’s operations, the sale was recorded as a sale of assets and not as discontinued operations.

Note 14.Merger Agreement

On September 18, 2018, the Company announced the signing of a merger agreement with Maverick Casinos, LLC (“Maverick”). Under the terms of the merger agreement, Maverick will acquire all of the outstanding shares of the Company’s common stock for $2.50 per share in cash, subject to certain minor adjustments. The transaction will result in the Company becoming a private company.

The transaction is subject to approval of a majority of the shareholders of Nevada Gold, the approval of applicable gaming authorities, completion of the sale of the Company’s Club Fortune casino in Henderson, Nevada, which is under contract, and other customary closing conditions. The transaction is not subject to a financing condition. The companies expect the transaction to close in the first calendar quarter of 2019.

Note 15.Subsequent Events

On November 29, 2018, in order to facilitate and avoid delays associated with obtaining the approvals of the Washington State Gambling Commission required in order to consummate the merger with Maverick Casinos, the Company issued and sold to Maverick Casinos 890,390 shares of its common stock representing 5.0% of the outstanding shares of common stock of the Company, in a private placement, for $2.42 per share, the closing market price for shares of the Company’s common stock on the last trading day prior to the issuance, for an aggregate purchase price of $2,154,744, paid in cash.

On December 6, 2018, a stockholder class action complaint was filed regarding the shareholder vote on the Maverick merger agreement. The complaint alleges deficiencies in the disclosure in the Company’s preliminary proxy statement filed on December 3, 2018. Also, on December 7, 2018, a similar suit, which purports to be a class action complaint, was filed seeking to enjoin the proposed merger transaction with Maverick. The Company is reviewing the allegations which are in their early stages, but the Company believes they have no basis and the Company will vigorously defend itself. 

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

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 condensed 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, 2017,2018, filed on Form 10-K with the SEC on July 27, 2017.26, 2018.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations is based upon our condensed 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, 2017,2018, filed on Form 10-K with the SEC on July 27, 2017.26, 2018.

 

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 Nevada 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.

Washington. Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. Additionally, our operating results may be affected by, among other things, overall economic conditions affecting the disposable income of our guests, weather conditions affecting our properties, achieving and maintaining cost efficiencies, competitive factors, gaming tax increases and other regulatory changes, the commencement of new gaming operations and construction at existing facilities. We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages and other factors. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results.

 

Items Impacting Income from Continuing Operations

14

 

Discontinued Operations -As of July 27, 2018, Club Fortune met the requirements for presentation as assets held for sale and discontinued operation under generally accepted accounting principles. Accordingly, the operations of Club Fortune have been classified as discontinued operations and as assets held for sale for all periods presented.

 

COMPARISON OF THE THREE MONTHS ENDED JANUARYOCTOBER 31, 2018 AND JANUARYOCTOBER 31, 2017

 

Net revenuesrevenues.. Net revenues were $18.1$14.4 million for the six months ended October 31, 2018, and $16.0 million for the same period ended October 31, 2017. The $1.7 million decrease is primarily due to a $2.2 million decrease in casino revenue at our South Dakota operations because it was sold June 30, 2018, partially offset by a $0.5 million increase in poker revenue at our Washington properties.

Total operating expenses. Total operating expenses were $13.8 million for the three months ended JanuaryOctober 31, 2018, and $17.9compared to $15.0 million for the same period ended JanuaryOctober 31, 2017. The $0.2Excluding South Dakota and comparing before the impact of the revenue recognition changes (see Note 2), total operating expenses increased by $0.9 million increase is primarilyfor this quarter compared to prior year’s quarter ended October 31. Casino expenses decreased $0.1 million due to a $0.3 million, or 30%, increase in poker revenue due tothe conversion of one of our Washington properties being converted into an all-poker card room, and a $0.1 million, or 4%, increase in food revenue also at our Washington properties, offset by $0.2 million, or 8%, decrease in slot revenue at Club Fortune compared to last year due to a decrease in hold percentage. South Dakota’s revenues remained relatively steady compared to the prior year’s quarter despite having 42 fewer slot machines due to the closure of a property where our slot route had machines on August 29, 2017.

Total operating expenses. Total operating expenses were $17.5 million for the three months ended January 31, 2018, compared to $18.4 million in the same period ended January 31, 2017. South Dakota had an impairment expense of $1.1 million in the prior year. Casino expenses increased $0.1 million, or 1%, primarily resulting from Washington’s minimum wage increase.all poker. Food and beverage expenses in Washington increased by $0.2 million or 12%, alsoprimarily due to Washington’sthe minimum wage increase and food specials at Club Fortune.increase. Marketing and administrativeadministration expenses increased $0.2 million due to additional poker expensesincreased marketing and promotions at one of our Washington properties. DepreciationCorporate expenses increased $0.7 million primarily due to sale related professional fees. Excluding South Dakota, depreciation and amortization expenses decreased $0.2 million dueremained steady when compared to Washington’s $0.1 million decrease from prior year as certain customer relationship intangibles are now fully amortized, and South Dakota’s $0.1 million decrease from prior year as certain assets became fully depreciated. Corporate, as well as facilitythe same period last year. Facility and other expenses also remained relatively steady when compared to the same period last year.

 

Non-operating income (expense). Total non-operating expense increased $34,127decreased $28,865 for the three months ended JanuaryOctober 31, 2018, compared to the same period ended JanuaryOctober 31, 2017, primarily due to the increase in the swap fair value in the prior year offset by a reductiondecrease in interest expense in the current year.as a result of lower debt balance.

16

 

Income taxes. For the three months ended JanuaryOctober 31, 2018 and 2017, our effective tax rates (exclusive of discrete items) were 19%22% and -38%29%, respectively. The difference between the current and prior year’s quarterly federal effective tax rate is because last year’s statutory rate was 34% since the non-deductible goodwill impairment in the period ended January 31,Tax Cuts and Jobs Act was not enacted until December 2017.

 

COMPARISON OF THE NINESIX MONTHS ENDED JANUARYOCTOBER 31, 2018 AND JANUARYOCTOBER 31, 2017

 

Net revenues. Net revenues were $56.1$29.2 million for the ninesix months ended JanuaryOctober 31, 2018, and $54.6$31.0 million for the same period ended JanuaryOctober 31, 2017. The increase$1.8 million decrease is primarily due to a $3.2 million decrease in casino revenue at our Washington properties where we hadSouth Dakota operations because it was sold June 30, 2018, partially offset by a $1.0$1.2 million or 3%,combined increase in table game revenue due to angames and poker revenues and a $0.2 million increase in both playfood and hold percentage and a $0.3 million, or 10%, increase in poker revenue. We also had a $0.3 million, or 3%, increase in netbeverage revenue at Club Fortune compared to last year due to an increase in cash slot play. South Dakota’s revenues remained relatively steady compared to the prior year.our Washington properties.

 

Total operating expenses. Total operating expenses were $54.1$28.5 million for the ninesix months ended JanuaryOctober 31, 2018, compared to $54.7$29.8 million in the same period ended JanuaryOctober 31, 2017. Excluding South Dakota had an impairment expenseand comparing before the impact of $1.1 million in the prior year. Casinorevenue recognition changes (see Note 2), total operating expenses increased $0.5by $1.7 million or 2%, when compared to the same period last year primarilyyear. Casino expenses decreased $0.1 million due to Washington’s minimum wage increase.the conversion of one of our Washington properties to all poker. Food and beverage expenses increased $0.4 million, or 9%, also due to Washington’s minimum wage increase and food specials at Club Fortune. Marketing and administrative expenses increased $0.4$0.3 million due to additional poker promotionalminimum wage and an increase in cost of goods sold associated with Washington’s $0.3 million increase in food and beverage revenue. Marketing and administration expenses increased $0.3 million due to increased marketing and promotions at one of our Washington properties. Corporate expense decreased $0.2increased $1.3 million primarily due to Club Fortune acquisition expenses incurred last year. Depreciationsale related professional fees. Excluding South Dakota, depreciation and amortization decreased by $0.5$0.1 million due toas certain Washington customer relationship intangibles that are now fully amortized and certain South Dakota assets that are now fully depreciated.amortized. Facility and other expenses remained relatively steady when compared to the same period last year.

 

Non-operating income (expense). Total non-operating expense remained relatively steadydecreased $0.1 million for the ninesix months ended JanuaryOctober 31, 2018, as compared to the nine monthssame period ended JanuaryOctober 31, 2017.2017, primarily due to the decrease in interest expense as a result of lower debt balance.

 

Income taxes. For the ninesix months ended JanuaryOctober 31, 2018 and 2017, our effective tax rates (exclusive of discrete items) were 28%22% and -51%30%, respectively. The difference between the federal statutory rate of approximately 29.7% (composed of 34.0% through December of 2017current and 21% thereafter) and the 2018 fiscal year to date’sprior year’s quarterly federal effective tax rate is primarily due to utilization of general business credits. The difference betweenbecause last year’s statutory rate was 34% since the 2018Tax Cuts and the 2017 fiscal year to date effective tax rate is primarily due to the non-deductible goodwill impairment in the prior year.Jobs Act was not enacted until December 2017.

15

 

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, change in swap fair value, goodwill and other long-lived asset impairment charges, write-offs of project development costs, acquisition costs, sale related expenses, litigation charges, non-cash stock grants, non-cash employee stock purchase plan discounts, amortization of deferred rent, net income or loss from assets held for sale, and net losses/gains from asset dispositions. 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 tables show adjusted EBITDA from continuing operations by operating unit:

 

  Adjusted EBITDA 
For the three months ended: Washington  South Dakota  Nevada  Corporate  Total 
                     
January 31, 2018 $1,528,113  $(120,490) $357,969  $(569,857) $1,195,735 
                     
January 31, 2017 $1,588,979  $(111,145) $576,213  $(627,553) $1,426,494 

  Adjusted EBITDA 
             
For the three months ended: Washington  South Dakota  Corporate  Total 
                 
October 31, 2018 $2,039,827  $-  $(674,675) $1,365,152 
                 
October 31, 2017 $1,729,313  $180,342  $(629,138) $1,280,517 

 

  Adjusted EBITDA 
For the nine months ended:  Washington   South Dakota   Nevada   Corporate   Total 
                     
January 31, 2018 $4,407,456  $150,604  $1,203,646  $(1,838,381) $3,923,325 
                     
January 31, 2017 $4,536,212  $197,010  $786,299  $(1,922,491) $3,597,030 

Net income (loss) reconciliation to Adjusted EBITDA:

  For the three months ended 
  January 31, 2018  January 31, 2017 
Net income (loss) $193,327  $(683,046)
Adjustments:        
Net interest expense and change in swap fair value  42,545   8,418 
Income tax expense  397,861   189,738 
Depreciation and amortization  538,907   756,606 
Stock compensation  14,760   1,787 
Loss on disposal of assets  308   42,574 
Impairment of goodwill  -   1,101,471 
Amortization of deferred rent  8,027   8,946 
Adjusted EBITDA $1,195,735  $1,426,494 

 1617 

 

 

  For the nine months ended 
  January 31, 2018  January 31, 2017 
Net income (loss) $956,305  $(632,596)
Adjustments:        
Net interest expense and change in swap fair value  298,747   290,253 
Income tax expense  718,496   212,592 
Depreciation and amortization  1,848,490   2,306,628 
Acquisition expenses  -   113,900 
Stock compensation  89,438   117,393 
Loss on disposal of assets  5,773   56,490 
Impairment of goodwill  -   1,101,471 
Amortization of deferred rent  6,076   30,899 
Adjusted EBITDA $3,923,325  $3,597,030 
  Adjusted EBITDA 
             
For the six months ended: Washington  South Dakota  Corporate  Total 
                 
October 31, 2018 $3,808,109  $(257,608) $(1,415,688) $2,134,813 
                 
October 31, 2017 $2,879,345  $271,093  $(1,268,524) $1,881,914 

Net income reconciliation to Adjusted EBITDA from continuing operations:

  For the three months ended 
  October 31, 2018  October 31, 2017 
       
Net income from continuing operations $344,900  $626,148 
Adjustments:        
Net interest expense and change in swap fair value  75,322   104,187 
Income tax expense  97,933   257,359 
Depreciation and amortization  114,218   224,651 
Sale related expenses  715,614   - 
Loss on sale of assets  23,335   5,465 
Stock compensation  12,201   65,382 
Amortization of deferred rent  (18,371)  (2,675)
Adjusted EBITDA from continuing operations $1,365,152  $1,280,517 

  For the six months ended 
  October 31, 2018  October 31, 2017 
       
Net income from continuing operations $430,494  $699,162 
Adjustments:        
Net interest expense and change in swap fair value  182,548   256,202 
Income tax expense  122,140   293,277 
Depreciation and amortization  244,657   562,589 
Sale related expenses  1,197,815   - 
(Gain) Loss on sale of assets  (34,356)  5,465 
Stock compensation  24,771   67,171 
Amortization of deferred rent  (33,256)  (1,952)
Adjusted EBITDA from continuing operations $2,134,813 $1,881,914 

Adjusted EBITDA from discontinued operations was $248,726 and $393,026 for the three months ended October 31, 2018 and 2017, respectively, and $495,221 and $845,221 for the six months ended October 31, 2018 and 2017, respectively.

18

 

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 continuing operations for the ninesix months ended JanuaryOctober 31, 2018 and 2017:

 

  Nine Months Ended 
  January 31,  January 31, 
  2018  2017 
Net cash provided by (used in):        
Operating activities $3,066,143  $1,949,546 
Investing activities $(413,472) $(312,429)
Financing activities $(4,685,941) $(3,636,553)

  Six Months Ended 
  October 31,  October 31, 
  2018  2017 
Net cash provided by (used in):        
Operating activities $1,511,709  $1,913,184 
Investing activities $228,441  $714,353 
Financing activities $(1,100,000) $(3,394,141)

  

Operating activities. Net cash provided by operating activities during the ninesix months ended JanuaryOctober 31, 2018, increaseddecreased by $1.1$0.4 million over the comparable period in the prior fiscal year. The decrease primarily resulted from sale related expenses included in corporate expenses in the Condensed Consolidated Statement of Operations, partially offset by increased operating cash flow primarily resulted from the $0.5 million increase in net income, adjusted for non-cash expenses of depreciation and amortization, impairment expense and income tax, as well as the $0.6 million change in working capital.our Washington properties.

 

Investing activities. Net cash used inprovided from investing activities during the ninesix months ended JanuaryOctober 31, 2018, increaseddecreased by $0.1$0.5 million compared to the prior fiscal year primarily due to a $0.3$0.6 million decrease in collections on notes receivable,distributions from Club Fortune, partially offset by a decrease in purchasethe purchases of property and equipment.

 

Financing activities. Net cash used in financing activities during the ninesix months ended JanuaryOctober 31, 2018, increased $1.0decreased $2.3 million over the comparable period incompared to the prior fiscal year. The increasedecrease mainly resulted from the $1.2$1.7 million increase in the purchase of treasury stock.stock and the $0.6 million net repayment of credit facilities in the prior year.

 

Future Sources and Uses of Cash

 

We expect that our future liquidity and capital requirements will be affected by:by cash flow from operations, working capital requirements, and debt service requirements.

-capital requirements related to future acquisitions;
-cash flow from operations;
-treasury stock purchases;
-working capital requirements;
-obtaining debt financing; and
-debt service requirements.

 

In July 2016, our board of directors approved a $2.0 million stock repurchase program to purchase our common stock in the open market or in privately negotiated transactions from time to time, subject to market conditions, applicable legal requirements, loan covenants and other factors. The repurchase plan does not obligate the Company to acquire any specified number or value of common stock. On July 12, 2017, the board of directors authorized an additional $2.0 million for future stock purchases, either in the open market or in private transactions. During the threesix months ended JanuaryOctober 31, 2018, the Company did not repurchase any shares. During the nine months ended January 31, 2018, the Company repurchased 788,301 shares at a weighted average price of $2.16 per share, costing $1,701,597 (including commissions). As of JanuaryOctober 31, 2018, $1.7 million remains available under the share repurchase authorization.

 

17

As of JanuaryOctober 31, 2018, we have $8.0$8.5 million available to borrow per the Credit Agreement. Principal reductions due on the Credit Facility are as follows:

 

February 1, 2018 – January 31, 2019 $- 
February 1, 2019 – January 31, 2020  - 
February 1, 2020 – November 30, 2020  9,300,000 
November 1, 2018 – October 31, 2019 $- 
November 1, 2019 – October 31, 2020  - 
November 1, 2020 – November 30, 2020  6,900,000 
Total payments  9,300,000   6,900,000 
Unamortized debt discount  (165,630)  (77,076)
Total long-term debt $9,134,370  $6,822,924 

 

On JanuaryOctober 31, 2018, excluding restricted cash of $2,058,849,$2,726,550, we had cash and cash equivalents of $8,598,633.$9,784,582. The restricted cash consists of funds for player supported jackpots for our Washington operations.

 

Washington state increased the state minimum wage from $11.00 in the prior year to $11.50 per hour effective January 1, 2018. The minimum wage is scheduled to increase to $12.00 in 2019, $13.50 in 2020 and would thereafter be indexed to inflation. The company estimatesWe estimate the January increase could impact itsour Washington payroll expense by $0.5 million annually before offsetting changes planned to mitigate the impact of the minimum wage increase.

 

Our condensed 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.

 

19

Off-Balance Sheet Arrangements

None.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Item 3.Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

Item4.Controls and Procedures

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, we concluded that our disclosure controls and procedures were effective as of JanuaryOctober 31, 2018.

 

Changes in internal controls over financial reporting. There have not been any changes in our control over financial reporting during the three months ended JanuaryOctober 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II.18Other Information

 

Part II. Other Information

Item 1.Legal Proceedings

Item 1.Legal Proceedings

 

We are not currently involved in any material legal proceedings.

Item 1A. Risk FactorsRisk 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, 2017,2018, filed with the SEC on July 27, 2017.26, 2018.

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

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

 

None.

Item 3.Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

 

None.

Item 4.Mine Safety Disclosures

Item 4.Mine Safety Disclosures

 

Not applicable.

Item 5.Other Information

Item 5.Other Information

 

None.

 

19

Item 6.Exhibits

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

 

20

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 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).
   
10.3 Amended and Restated Credit Agreement dated November 30, 2015 by and among Mutual of Omaha Bank, as the Lender, Nevada Gold & Casinos, Inc., as parent, and Restricted Subsidiaries, as borrower (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed December 3, 2015).
   
10.4 Asset Purchase Agreement between Gaming Ventures of Las Vegas, Inc., as seller, and Nevada Gold & Casinos LV, LLC, as buyer (filed previously as Exhibit 10.1 to the Company’s Form 8-K filed May 26,22, 2015).
   
10.5 First Amendment to Option Agreement dated April 22, 2016 between the Company and Clear Creek Development Company (filed previously as Exhibit 10.2 to the Company’s Form 8-K filed April 25, 2016).
10.6Asset Purchase Agreement dated May 23, 2018, between A.G. Trucano, Son and Grandsons, Inc., as seller, and Michael J. Trucano, as buyer (filed previously as Exhibit 10.12 to the Company’s Form 10-K filed July 26, 2018).
10.7Asset Purchase Agreement dated June 26, 2018, between Nevada Gold & Casinos LV, LLC, as seller, and Truckee Gaming, LLC, as buyer (filed previously as Exhibit 10.13 to the Company’s Form 10-K filed July 26, 2018).
10.8Agreement and Plan of Merger dated September 18, 2018, with Maverick Casinos LLC and Maverick Casinos Merger Sub, Inc. and Nevada Gold & Casinos, Inc.
   
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.

*Filed herewith.

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

 

 2021 

 

 

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: March 19,December 17, 2018

 

 Nevada Gold & Casinos, Inc.
   
 By:/s/ /s/ James D. Meier
 James D. Meier
 

Chief Financial Officer

 (Principal Financial Officer)

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