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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 14, 2005
NEVADA GOLD & CASINOS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 1-15517 88-0142032
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(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) File Number Identification No.)
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 621-2245
___________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 8, 2005 the Company issued a press release announcing its
financial results for its third quarter of fiscal 2005 ended December 31, 2004.
A copy of the press release issued by the Company is attached hereto as Exhibit
99.1.
The Company's press release announcing its financial results for its third
quarter of fiscal 2005 ended December 31, 2004 contains non-GAAP financial
measures. Generally, a non-GAAP financial measure is a numerical measure of a
company's performance, financial position, or cash flows that either excludes or
includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States
generally accepted accounting principles, or GAAP. Pursuant to the requirements
of Regulation G, the Company has provided quantitative reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
The press release attached to this Form 8-K as Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liabilities of that Section.
ITEM 7.01. REGULATION FD DISCLOSURE.
Pursuant to Regulation FD, the Company is hereby furnishing certain
financial information and projections regarding the estimated fiscal 2006 and
2007 performance of the Isle of Capri Black Hawk L.L.C. ("IC-BH"), of which the
Company is a 43% non-operating owner. The Company expects EBITDA before
management fees ("Adjusted EBITDA") to be in the $50 to $55 million range for
fiscal 2006 and between the $70 and $75 million range for fiscal 2007. A
reconciliation of adjusted EBITDA to net income follows:
NEVADA GOLD & CASINOS, INC.
RECONCILIATION OF OPERATING INCOME TO ADJUSTED EBITDA
($ IN MILLIONS)
FISCAL 2006 FISCAL 2007
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Estimated EBITDA (1) $ 50 -- 55 $ 70 -- 75
Estimated Management Fee (7) (10)
Estimated Depreciation & Amortization (13) (14)
Estimated Operating Income $ 30 -- 35 $ 46 -- 51
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Estimated Interest Expenses (13) (16)
Estimated Income Tax (provision) benefit -- (2)
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Net Income $ 17 -- 22 $ 28 -- 33
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(1) EBITDA is "earnings before interest, income taxes, depreciation and
amortization." Adjusted EBITDA for each property was calculated by adding
preopening expense, management fees and
non-cash items to EBITDA. Adjusted EBITDA is presented solely as a
supplemental disclosure because management believes that it is 1) a widely
used measure of operating performance in the gaming industry, and 2) a
principal basis for valuation of gaming companies. Management uses property
level Adjusted EBITDA (Adjusted EBITDA before corporate expense) as the
primary measure of the properties' performance. Adjusted EBITDA should not
be construed as an alternative to operating income, as an indicator of the
Company's operating performance; or as an alternative to any other measure
determined in accordance with accounting principles generally accepted in
the United States. The properties have significant uses of cash flows,
including capital expenditures, interest payments, taxes and debt principal
repayment, which are not reflected in Adjusted EBITDA. Also, other gaming
companies that report Adjusted EBITDA information may calculate Adjusted
EBITDA in a different manner than the Company. Adjusted EBITDA Margin is
calculated by dividing Adjusted EBITDA by net revenue. Reconciliations of
operating income to Adjusted EBITDA are included in the financial schedules
accompanying this release.
The Company's basis for these projections is the expected performance of
the IC-BH's properties following the completion of the expansion of our Black
Hawk properties. The Company believes that once expansion is complete, that
modest maintenance and capital expenditure requirements will result in the
generation of significant free cash flow.
The information contained herein incorporates forward-looking statements
which can be identified by words such as "estimated," "based upon," "believe,"
"expect," "future," "intend," "plan," and similar expressions. These statements
are only predictions and are subject to certain risks, uncertainties and
assumptions, which are identified and described in our public filings with the
Securities and Exchange Commission.
The information contained in this Item 7.01 and the exhibits hereto are
being "furnished" and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference to any filing with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, whether made before or after the date hereof
and irrespective of any general incorporation language in any filings.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are furnished as part of this current
Report on Form 8-K:
99.1 Press Release dated February 8, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEVADA GOLD & CASINOS, INC.
Date: February 14, 2005 By: /s/ Christopher Domijan
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Christopher Domijan
Chief Financial Officer
INDEX TO EXHIBITS
Item Exhibit
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99.1 Press Release dated February 8, 2005