UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarter ended JUNE 30, 1997 Commission file number 0-8927 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) NEVADA 88-0142032 (State or other Jurisdiction (IRS Employer of incorporation) Identification Number) 3040 POST OAK BLVD. SUITE 675, HOUSTON, TEXAS 77056 (Address of principal executive offices) (Zip Code) (713) 621-2245 Registrant's telephone number: 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 such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] As of June 30, 1997 there were 8,417,320 shares of common stock outstanding. NEVADA GOLD & CASINOS, INC. INDEX PART I ITEM 1. FINANCIAL STATEMENTS PAGE NO. Balance Sheets as of June 30 and March 31, 1997 ............... 3 Statements of Operations for the Three Months Ended June 30, 1997 and 1996 ...................................... 4 Statements of Cash Flows for the Three Months Ended June 30, 1997 and 1996 ...................................... 5 Notes to Interim Financial Statements ......................... 6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ................................... 10 PART II OTHER INFORMATION Item 1 Through 6 .............................................. 12 2 NEVADA GOLD & CASINOS, INC. BALANCE SHEETS June 30, March 31, 1997 1997 ----------- ----------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash and cash equivalents ........................ $ 11,334 $ 78,245 Short term investments ........................... 17,608 17,408 Other assets ..................................... 66,000 65,000 ----------- ----------- TOTAL CURRENT ASSETS ............................. 94,942 160,653 Property and assets held for development ......... 4,228,594 4,203,418 Mining properties & claims ....................... 480,812 480,812 Furniture, fixtures and equipment, net ........... 106,766 111,140 ----------- ----------- TOTAL ASSETS ..................................... $ 4,911,114 $ 4,956,023 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities ......... $ 319,274 $ 325,893 Short term notes payable ......................... 1,646,619 1,504,367 Current portion of long term debt ................ 106,569 112,492 ----------- ----------- TOTAL CURRENT LIABILITIES ........................ 2,072,462 1,942,752 ----------- ----------- LONG TERM DEBT Mortgages payable, net of current portion ........ 165,158 176,632 Notes payable, net of current portion ............ 29,784 32,268 ----------- ----------- TOTAL LONG TERM DEBT ............................. 194,942 208,900 ----------- ----------- TOTAL LIABILITIES ................................ 2,267,404 2,151,652 ----------- ----------- STOCKHOLDERS' EQUITY Preferred stock, $10 par value, 500,000 shares authorized, 90,100 shares outstanding ........... 901,000 901,000 Common stock, $.12 par value, 10,000,000 shares authorized, 8,417,320 and 8,349,046 shares outstanding at June 30 and March 31, 1997, respectively ................................. 1,010,078 1,001,886 Additional paid in capital ....................... 6,047,080 5,956,959 Accumulated deficit prior to development stage (12/27/93) ............................. (2,296,077) (2,296,077) Accumulated deficit during development stage ..... (3,018,371) (2,759,397) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY ....................... 2,643,710 2,804,371 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................................... $ 4,911,114 $ 4,956,023 =========== =========== The accompanying notes are an integral part of these financial statements. 3 NEVADA GOLD & CASINOS, INC. STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Cumulative Amounts -------------------------- During Development 1997 1996 Stage (Since 12/27/93) ----------- ----------- ----------- REVENUES Royalty income ...................... $ 15,000 $ 5,000 $ 219,000 Other income ........................ 365 16,095 496,534 ----------- ----------- ----------- TOTAL REVENUES ...................... 15,365 21,095 715,534 ----------- ----------- ----------- EXPENSES General & administrative ............ 105,412 111,446 1,234,567 Interest expense .................... 65,937 33,748 552,959 Salaries ............................ 51,841 12,315 330,826 Legal & professional fees ........... 41,078 107,557 1,309,029 Other ............................... 10,071 20,064 306,524 ----------- ----------- ----------- TOTAL EXPENSES ...................... 274,339 285,130 3,733,905 ----------- ----------- ----------- NET LOSS ............................ $ (258,974) $ (264,035) $(3,018,371) =========== =========== =========== PER SHARE INFORMATION Weighted average number of common shares and equivalent outstanding 8,355,048 8,136,788 6,556,254 =========== =========== =========== Net loss per common share ........... $ (.03) $ (.03) $ (.46) =========== =========== =========== The accompanying notes are an integral part of these financial statements. 4 NEVADA GOLD & CASINOS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended June 30, Cumulative Amounts ------------------------ During Development 1997 1996 Stage (Since 12/27/93) ---------- ---------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ............................... $ (258,974) $ (264,035) $ (3,018,371) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation ................................ 6,653 6,653 53,123 Consultant and investment banker option expense .......................... 0 0 320,625 Changes in operating assets and liabilities: Receivable .............................. (1,200) (1,814) 205,325 Accounts payable and accrued liabilities 81,325 153,208 1,148,365 ---------- ---------- -------------------- NET CASH USED IN OPERATING ACTIVITIES ........... (172,196) (105,988) (1,290,933) ---------- ---------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Property and assets held for development .... (25,176) (35,372) (1,297,690) Purchase of furniture, fixtures and equipment (2,279) 0 (31,317) ---------- ---------- -------------------- NET CASH USED BY INVESTING ACTIVITIES ........... (27,455) (35,372) (1,329,007) ---------- ---------- -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt .......................... 164,500 124,078 3,750,662 Common stock issued for cash, net of offering costs .......................... 0 3,750 1,021,563 Fractional shares redeemed .................. 0 0 (36) Payments on debt ............................ (31,760) (41,798) (2,443,702) Salaries contributed by officers ............ 0 0 1,000 Prepaid stock subscription .................. 0 0 295,500 ---------- ---------- -------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES ....... 132,740 86,030 2,624,987 ---------- ---------- -------------------- Net increase (decrease) in cash ................. (66,911) (55,330) 5,047 Beginning cash balance .......................... 78,245 76,371 6,287 ---------- ---------- -------------------- Ending cash balance ............................. $ 11,334 $ 21,041 $ 11,334 ========== ========== ==================== SUPPLEMENTAL INFORMATION: Cash paid for interest ...................... $ 14,604 $ 6,760 $ 279,047 ========== ========== ==================== Cash paid for taxes ......................... $ 0 $ 0 $ 0 ========== ========== ==================== The accompanying notes are an integral part of these financial statements. 5 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 NOTES TO INTERIM FINANCIAL STATEMENTS ITEM 1. GENERAL BUSINESS Nevada Gold & Casinos, Inc.'s (the "Company") principal business historically was mineral exploration and development of properties indirectly, principally through investments in partnerships and joint ventures. On December 27, 1993, control of the Company changed, and the Company began to explore the real estate development and gaming businesses in Colorado. The Company is considered to be in the development stage since December 27, 1993. In January 1994, the Company changed its name from Pacific Gold Corporation to Nevada Gold & Casinos, Inc. While the Company is maintaining its mining business, it is anticipated that its growth will be in the real estate and casino businesses. GAMING DEVELOPMENT Management has devoted a substantial portion of its efforts toward the evaluation of alternatives to maximize the Company's participation in a gaming project in Black Hawk, Colorado, as well as raising capital to fund the ongoing operations of the Company. In March 1996, Nevada Gold & Casinos, Inc. and Caesar's World Gaming Corporation ("Caesar's"), a subsidiary of ITT Corporation, had announced joint development plans for this project. Although all the necessary land was assembled, designs were completed, and operating agreements were signed, no further action was taken. The Company's ownership interest in this project would have been between 13% and 22%, depending upon the amount of land and cash contributed by the Company. In 1997, Nevada Gold & Casinos, Inc. and Casino America, Inc. entered into an operating agreement to develop a new Isle of Capri casino planned to be the largest in Colorado at Black Hawk, 25 miles west of Denver. In connection with this agreement, Casino America, Inc. entered into a separate agreement with an affiliate of Caesars World, Inc. ("Caesars World") to acquire property in Black Hawk from an affiliate of Caesars World. The Company will hold its interest in the Isle of Capri Casino Black Hawk through a wholly owned subsidiary, Black Hawk Gold, Ltd., a Colorado Corporation ("Black Hawk Gold.") The Company, through Black Hawk Gold, is required to make a capital contribution of land, valued under the agreement at $7.9 million. The land is subject to a note payable with a balance, including principal and interest, of approximately $400,000 that will be paid by the joint venture. The property to be transferred includes lots 5, 6, 7 and 8 of Block 51, and adjoining land comprised of over three acres located in Black Hawk, Colorado. Under the terms of this agreement, the Company would own approximately 48% of the joint venture. Casino America, Inc. would own approximately 52% of the joint venture and will manage the casino under a long term management agreement for a fee based upon the revenues generated by the project. The development of the project is subject to a number of conditions, including financing for the project and the receipt of all required regulatory approvals, particularly approval from the Colorado Gaming Division. 6 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 NOTES TO INTERIM FINANCIAL STATEMENTS In January 1997, the Company engaged Jefferies and Company, Inc. ("Jefferies" or the "Financial Advisor") a nationally known investment banking concern, prominent in the gaming industry, as its exclusive financial advisor in connection with the structuring and financing of the planned casino project. The Company, through the Financial Advisor, is actively pursuing the completion of a $75 million institutional debt offering to provide financing for the Isle of Capri Black Hawk casino project. The Company is also pursuing funding for the operating needs of the Company. The short-term viability of the Company is dependent upon its ability to raise sufficient cash to meet its cash requirements and the long-term viability of the Company is dependent upon the successful completion and operation of a casino project. In July 1997, the operating agreement with Casino America was amended. Pursuant to the amended operating agreement, upon the closing of the institutional debt offering, the Company will receive a loan in the amount of $500,000, $700,000 in cash for sale of part of its ownership interest in the joint venture and an additional commitment to fund up to $800,000 toward the Company's future cash requirements. The Company's ownership of the joint venture will be reduced to approximately 41% upon receipt by the Company of the initial $1,200,000 and its ownership will be reduced to approximately 36% if all of the additional commitment is used. The Company has the option to repurchase the sold portion of its ownership interest in the project within 180 days after the date of each funding. The Company conveyed certain real property to the City of Black Hawk for the realignment of Miners Mesa Road in exchange for rights and title to a fifteen-foot strip of adjacent gaming property that would increase the square footage available for gaming and provide additional land to the joint venture. REAL ESTATE DEVELOPMENT On September 9, 1994, Gold Mountain Development, LLC was formed. Per negotiated agreement with the other three members, Nevada Gold & Casino, Inc.'s ownership was 40%. On September 26, 1995, the Company acquired the remaining 60% interest in Gold Mountain Development, LLC, making it a wholly owned subsidiary. Intercompany balances have been eliminated in preparing the Company's financial statements as of June 30, and March 31, 1997. On July 9, 1996, President Clinton signed legislation authorizing a public-private land exchange that will make possible the creation of a major new residential and recreational development near the Black Hawk gaming area west of Denver, while also preserving 8,700 acres of pristine wilderness area throughout Colorado. Public law 104-158 authorizes the Bureau of Land Management to swap 133 separate tracts of federal land comprised of over 300 acres. This project is designed to provide housing, commercial infrastructure, retail and resort facilities for the fast growing gaming area of Black Hawk and Central City. 7 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 NOTES TO INTERIM FINANCIAL STATEMENTS As of March 31, 1995, the Company entered into an agreement to purchase 100% of the outstanding common stock of Sunrise Land and Minerals, Inc. ("Sunrise"). The seller financed the entire purchase price of the acquisition through a non-recourse note. Effective August 23, 1996, the Company retired the short-term non-recourse note associated with the Sunrise purchase, through the issuance of 166,667 restricted shares of the Company's common stock. MINING INTERESTS The Company had a joint venture agreement with Cameco U.S., Inc. ("Cameco") which was terminated effective March 31, 1996. Effective November 1, 1996, the Company entered into a new lease with Sagebrush Exploration, Inc., ("Sagebrush") permitting Sagebrush to explore, develop, and mine the properties in the Goldfield Mining District located in Nye and Esmeralda Counties, Nevada. The Company received a cash payment of $32,100 for annual land maintenance fees, and advance minimum royalty payments of $5,000 per month. The Company is also entitled to receive a production royalty of five percent (5%) of "net smelter returns" for all products mined or removed from the property. Sagebrush may elect at any time during the term of the lease to purchase up to one percent (1%) of the royalty for the sum of $2.5 million. The Company will receive from Sagebrush, upon approval of the Vancouver Stock Exchange, 50,000 shares of the capital stock from Sagebrush's parent company, Coromandel Resources, Ltd., ("Coromandel"). The Company will receive an additional 50,000 shares of capital stock of Coromandel one year from the effective date of this lease. This lease has an initial term of 10 years. The lease can be extended at Sagebrush's option for nine additional terms of 10 years each, so long as Sagebrush is conducting exploration, development, or mining of the property. For a period of 66 months from the effective date of this lease, the Company has the option to acquire a 49% working interest in the property. Sagebrush agrees to incur expenditures for exploration and development of the property of not less than $5 million in the aggregate, over the first five years of this lease. Sagebrush will also be responsible for keeping the property current on any and all taxes and maintenance fees. REVERSE COMMON STOCK SPLIT On August 23, 1996, the Company's Board of Directors approved and declared a three-for-one reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $.04 per share. Holders of the Common Stock were not entitled to cumulative voting. The stock split was accompanied by an increase in the par value of the common stock from $.04 per share to $.12 per share. All references in the consolidated financial statements referring to shares, share prices, per share amounts and stock plans have been adjusted retroactively for the three-for-one reverse stock split. 8 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Certain prior year balances have been reclassified to conform to current year presentation. These financial statements are consolidated for all wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in the financial statements. 9 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996 Revenues decreased $5,730 for the three months ended June 30, 1997 compared to the same period in the prior year. The current quarter included a $15,730 decrease in interest income. The prior year included interest income received from BSH, Inc., an affiliate of the President and Secretary of the Company. Royalty income increased $10,000. The current year included $15,000 under the terms of the Sagebrush lease that was effective beginning November 1, 1996, while the prior year included $5,000 received under the terms of a rental agreement with Cameco that was terminated effective March 31, 1996. General and administrative expenses decreased $6,034 for the three months ended June 30, 1997 compared to the same period in the prior year, including a decrease of $8,314 in contract labor due to the hiring of additional personnel to handle accounting and other functions previously outsourced by the Company. Interest expense increased $32,189 for the three months ended June 30, 1997 as compared to the same period last year. The current quarter included interest expense on short-term notes and interest on the accrued expenses related to the management agreement with Aaminex. Salaries increased $39,525 for the three months ended June 30, 1997 as compared to the same period last year, due to the hiring of additional personnel to handle accounting and other functions previously outsourced by the Company. Legal and professional fees decreased $66,479 including decreases of $34,736 in legal fees and $26,507 in consulting fees. The prior year included costs associated with the acquisition of capital and legal fees related to the Caesars Black Hawk project. Other expenses decreased $9,983, including a decrease of $4,427 in printing expense. LIQUIDITY AND CAPITAL RESOURCES For the period ended June 30, 1997, revenues of the Company did not cover expenses relating to its business operations. Additionally, there have been no revenues from the Company's gaming interests to date, since the activities are currently in the pre-development stage. Management does not anticipate significant increases in revenues from any of its operations over the next year. 10 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 During the three months ended June 30, 1997, the Company increased its short-term debt by $57,621 to cover its operating deficit and for scheduled payments on its long-term debt. Advances in the amount of $69,500 were received from certain affiliates of the Company. Additional funds were obtained through private sales of restricted Company Stock to "accredited" investors, as such term is defined under Securities and Exchange Commission Regulation D. Effective December 31, 1996, the Board of Directors and the holders of the Company's common stock having at least a majority of the voting power of the shares, approved and authorized the issuance of 500,000 shares of Preferred Stock, $10 par value per share. The preferred stock may be issued in one or more series, which may be determined at the time of issuance by the Board of Directors without further action by the holders of the common stock. On December 31, 1996, the Board of Directors approved the issuance of 125,000 shares of preferred stock and the Company issued 90,100 shares of 12% cumulative preferred stock, $10 par value, which are callable by the Company. These shares were issued in exchange for short-term notes payable to Clay County Holdings, Inc., an affiliate of the Secretary of the Company, and accrued management fees due to Aaminex Capital Corp. ("Aaminex"), an affiliate of the President of the Company In 1996, the Company offered $8.5 Million in Convertible Secured Notes. As of August 23, 1996, the Company withdrew such offering. Funds in the escrow account were returned to the investors in compliance with the terms of the offering. In January 1997, the Company engaged Jefferies and Company, Inc. as its exclusive financial advisor in connection with the structuring and financing of the planned casino project. The Company, through Jefferies, is actively pursuing the completion of a $75 million institutional debt offering to provide financing for the Black Hawk casino project. The Company is also pursuing funding for the operating needs of the Company. The short-term viability of the Company is dependent upon its ability to raise sufficient cash to meet its cash requirements and the long-term viability of the Company is dependent upon the successful completion and operation of a casino project. SUBSEQUENT EVENT In July 1997, the operating agreement with Casino America was amended. Pursuant to the amended operating agreement, upon the closing of the institutional debt offering, the Company will receive a loan in the amount of $500,000, $700,000 in cash for sale of part of its ownership interest in the joint venture and an additional commitment to fund up to $800,000 toward the Company's future cash requirements. The Company's ownership of the joint venture will be reduced to approximately 41% upon receipt by the Company of the initial $1,200,000 and its ownership will be reduced to approximately 36% if all of the additional commitment is used. The Company has the option to repurchase the sold portion of its ownership interest in the project within 180 days after the date of each funding. ITEM 3 Not applicable 11 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable ITEM 2. CHANGES IN SECURITIES. Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable ITEM 5. OTHER INFORMATION. Not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) INDEX TO EXHIBITS *3.1 - Articles of Incorporation *3.2 - Amendment to Articles of Incorporation *3.3 - By-laws *4.1 - Deed of Trust *4.2 - Master Secured Note *4.3 - Note Participation Agreement *10.1 - Operating Agreement Caesars Black Hawk, LLC. 10.2 - Operating Agreement of ICB L.L.C. 27 - Financial Data Schedule * Exhibits were previously filed and are incorporated by reference. (B) Reports on Form 8-K 8K filed 6/30/97 Item 4 Changes in Registrant's Certifying Accountant Item 5 Other Events 8K/A filed 7/22/97 Item 4 Changes in Registrant's Certifying Accountant Item 5 Other Events 12 NEVADA GOLD & CASINOS, INC. JUNE 30, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has fully caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEVADA GOLD & CASINOS, INC. (Registrant) By:/S/ ELIZABETH A. WOODS Elizabeth A. Woods Treasurer And Chief Financial Officer DATE: August 14, 1997 13