Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | EMPIRE RESORTS INC | |
Entity Central Index Key | 906,780 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,030,654 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12,885 | $ 6,412 |
Restricted cash | 892 | 1,341 |
Accounts receivable, net | 967 | 1,156 |
Prepaid expenses and other current assets | 6,224 | 4,841 |
Total current assets | 20,968 | 13,750 |
Property and equipment, net | 25,479 | 25,789 |
Capitalized Development Projects costs | 51,598 | 10,405 |
Cash for development of the Development Projects | 170,694 | 15,472 |
Intangible assets | 51,000 | 0 |
Cash collateral for deposit bond | 15,000 | 2 |
Total assets | 334,739 | 65,418 |
Current liabilities: | ||
Accounts payable | 2,153 | 1,244 |
Accrued expenses and other current liabilities | 33,985 | 19,227 |
Total current liabilities | 36,138 | 20,471 |
Long-term loan, related party | 0 | 17,426 |
Other long term liabilities | 1,561 | 0 |
Total liabilities | 37,699 | 66,877 |
Stockholders’ equity / (deficit): | ||
Common stock | 310 | 96 |
Additional paid-in capital | 532,172 | 228,512 |
Accumulated deficit | (235,442) | (230,067) |
Total stockholders’ equity / (deficit) | 297,040 | (1,459) |
Total liabilities and stockholders’ equity / (deficit) | 334,739 | 65,418 |
Series A | ||
Stockholders’ equity / (deficit): | ||
Preferred stock | 0 | 0 |
Series B | ||
Stockholders’ equity / (deficit): | ||
Preferred stock | 0 | 0 |
Series E | ||
Current liabilities: | ||
Series E preferred stock payable - 0 and 1,551 Shares as of March 31, 2016 and December 31, 2015 | 0 | 28,980 |
Stockholders’ equity / (deficit): | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 31,032,000 | 9,561,000 |
Common stock, shares outstanding (shares) | 31,032,000 | 9,561,000 |
Series A | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, per share liquidation value (usd per share) | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, per share liquidation value (usd per share) | $ 29 | $ 29 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 44,000 | 44,000 |
Preferred stock, shares outstanding (in shares) | 44,000 | 44,258 |
Series E | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, per share redemption value (usd per share) | $ 10 | $ 10 |
Preferred stock, redemption shares (in shares) | 0 | 1,551,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Gaming | $ 14,522 | $ 12,205 |
Food, beverage, racing and other | 2,751 | 2,558 |
Gross revenues | 17,273 | 14,763 |
Less: Promotional allowances | (1,068) | (238) |
Net revenues | 16,205 | 14,525 |
Costs and expenses: | ||
Gaming | 10,801 | 9,570 |
Food, beverage, racing and other | 2,597 | 2,566 |
Selling, general and administrative | 3,597 | 2,841 |
Development expenses | 3,067 | 2,423 |
Stock-based compensation | 571 | 151 |
Depreciation | 336 | 333 |
Total costs and expenses | 20,969 | 17,884 |
Loss from operations | (4,764) | (3,359) |
Amortization of deferred financing costs | (2) | (9) |
Interest expense | (411) | (679) |
Net loss | (5,177) | (4,047) |
Dividends on preferred stock | (42) | (47) |
Net loss applicable to common shareholders | $ (5,219) | $ (4,094) |
Weighted average common shares outstanding, basic (shares) | 20,125 | 10,432 |
Weighted average common shares outstanding, diluted (shares) | 20,125 | 10,432 |
Loss per common share, basic (usd per share) | $ (0.26) | $ (0.39) |
Loss per common share, diluted (usd per share) | $ (0.26) | $ (0.39) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,177,000) | $ (4,047,000) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation | 336,000 | 333,000 |
Non-cash interest expense | 231,000 | 350,000 |
Stock - based compensation | 571,000 | 151,000 |
Changes in operating assets and liabilities: | ||
Restricted cash—NYSGC Lottery and Purse Accounts | 424,000 | 88,000 |
Accounts receivable | 188,000 | (23,000) |
Prepaid expenses and other current assets | (1,382,000) | 375,000 |
Other assets | (2,000) | (16,000) |
Accounts payable | 912,000 | 112,000 |
Accrued expenses and other current liabilities | (8,289,000) | (1,906,000) |
Net cash used in operating activities | (12,188,000) | (4,583,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (28,000) | (138,000) |
Capitalized Development Projects costs | (15,268,000) | 0 |
Cash collateral for deposit bond | 15,000,000 | 0 |
License fee payment for the Casino Project | (51,000,000) | 0 |
Restricted cash—Racing capital improvement | (155,222,000) | (46,673,000) |
Net cash used in investing activities | (236,493,000) | (46,821,000) |
Cash flows from financing activities: | ||
Proceeds from rights offering, net of expenses | 286,032,000 | 49,528,000 |
Series B preferred stock dividend payment | 167,000 | 0 |
Series B preferred stock dividend payment | (30,711,000) | 0 |
Proceeds from exercise of stock options and warrants | 0 | 55,000 |
Net cash provided by financing activities | 255,154,000 | 49,583,000 |
Net increase / (decrease) in cash and cash equivalents | 6,473,000 | (1,821,000) |
Cash and cash equivalents, beginning of period | 6,412,000 | 6,435,000 |
Cash and cash equivalents, end of period | 12,885,000 | 4,614,000 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 231,000 | 321,000 |
Noncash investing and financing activities: | ||
Common stock issued in settlement of preferred stock dividends | 0 | 159,000 |
Project development costs included in accrued expenses | 25,925,000 | 0 |
Racing Capital Improvements [Member] | ||
Cash flows from investing activities: | ||
Restricted cash—Racing capital improvement | $ 25,000 | $ (10,000) |
Organization And Nature Of Busi
Organization And Nature Of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature Of Business | Organization and Nature of Business Basis for Presentation The condensed consolidated financial statements and notes as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 are unaudited and include the accounts of Empire Resorts, Inc. (“Empire”) and subsidiaries (together with its subsidiaries, the “Company”). All share and per share information in this quarterly report on Form 10-Q gives retroactive effect to a one-for-five reverse stock split effective as of December 23, 2015. The condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and the footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the Company’s opinion, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the interim period may not be indicative of results to be expected for the full year. Nature of Business Monticello Casino & Raceway Through Empire’s wholly-owned subsidiary, Monticello Raceway Management, Inc. ("MRMI"), the Company currently owns and operates Monticello Casino and Raceway, a 45,000 square foot VGM and harness horseracing facility located in Monticello, New York, 90 miles northwest of New York City. Monticello Casino and Raceway operates 1,110 VGMs, which includes 1,070 video lottery terminals ("VLTs") and 40 electronic table game positions ("ETGs"). VGMs are similar to slot machines, but they are connected to a central system and report financial information to the central system. The Company also generates racing revenues through pari-mutuel wagering on the running of live harness horse races, the import simulcasting of harness and thoroughbred horse races from racetracks across the country and internationally, and the export simulcasting of its races to offsite pari-mutuel wagering facilities. In a letter dated April 13, 2016, the New York State Gaming Commission (the "NYSGC") approved MRMI's racetrack and simulcast license renewal applications for calendar year 2016. Generally, the annual license renewal process requires the NYSGC to review the financial responsibility, experience, character and general fitness of MRMI and its management. Adelaar and Montreign Resort Casino On December 21, 2015, our wholly-owned subsidiary, Montreign Operating Company, LLC ("Montreign"), was awarded a license (a “Gaming Facility License”) by the NYSGC to operate a resort casino (“Montreign Resort Casino” or the "Casino Project") to be located at the site of a four-season destination resort planned for the Town of Thompson in Sullivan County 90 miles from New York City (“Adelaar” or the “Adelaar Project”), which is described below. The Gaming Facility License became effective on March 1, 2016 (the "License Award Effective Date"). The Adelaar Project is to be located on approximately 1,700 acres (the “EPT Property”) owned by EPT Concord II, LLC (“EPT”) and EPR Concord II, L.P. (“EPR LP”) two wholly-owned subsidiaries of EPR Properties (“EPR”). Montreign Resort Casino is part of the initial phase of the Adelaar Project, which will also include an Indoor Waterpark Lodge (the “Waterpark”), Rees Jones redesigned “Monster” Golf Course (the “Golf Course”) and an Entertainment Village, which will include retail, restaurant, shopping and entertainment (the “Entertainment Village” and, together with the Casino Project and the Golf Course, the “Development Projects” and the Development Projects together with the Waterpark, the “Initial Projects”). Montreign Resort Casino Montreign Resort Casino is designed to meet 5-star and 5-diamond standards and is expected to include: • A 90,000 square foot casino floor featuring 2,150 slot machines and 102 table games; • Designated VIP/high-limit areas; • An 18 story hotel tower containing 332 luxury rooms (including eight garden suites, seven two story townhouse villas, and 12 penthouse-level suites), indoor pools and fitness center; • A VIP floor containing 6 private gaming salons; • 27,000 square feet of multi-purpose meeting and entertainment space with seating capacity for 1,300 people and a mezzanine level that includes a poker room and approximately 7,000 square feet of meeting room space; • A 7,500 square foot spa; and • Seven restaurants and four bars. Gaming Facility License The Gaming Facility License will have an initial duration of ten years from March 1, 2016. It shall be renewable thereafter for a period of at least an additional ten years, as determined by the NYSGC. The Gaming Facility License is also subject to certain conditions established by the NYSGC including the payment of a license fee of $51 million ; deposit of a bond representing 10% of the Minimum Capital Investment (as defined below)(the "Minimum Capital Investment Deposit"); causing the investment of no less than approximately $854 million (the “Minimum Capital Investment”) in the development of the initial phase of Adelaar in accordance with the submitted plans for Montreign Resort Casino and Adelaar; commencement of gaming operations on or before March 1, 2018; compliance with state minority and woman business enterprise requirements; and the creation of a minimum of 1,425 full time jobs and 96 part time jobs. The Minimum Capital Investment Deposit was made on March 1, 2016 and the license fee was paid on March 30, 2016. Golf Course and Entertainment Village Our subsidiaries are responsible for the development and construction of the Golf Course and the Entertainment Village. The development of the Entertainment Village is expected to be built-out in phases with the initial phase being approximately 50,000 square feet. If full build-out occurs, the Entertainment Village will be approximately 150,000 - 200,000 square feet, depending on market demand. We have agreed to invest a minimum of $15 million in the development and construction of the Golf Course and $25 million in the development and construction of the Entertainment Village. The Company is currently preparing the design plans for the Entertainment Village. The Company has begun site preparation for the redesign of the Golf Course. Master Development Agreement and Completion Guaranties On December 28, 2015 (the “MDA Effective Date”), Montreign, Empire Resorts Real Estate I, LLC (“GC Tenant”) and Empire Resorts Real Estate II LLC (“EV Tenant," and together with Montreign and GC Tenant, the “Project Parties”), each a wholly-owned subsidiary of the Company, on the one hand, and EPT, EPR LP and Adelaar Developer, LLC (“Adelaar Developer,” together with EPT and EPR LP collectively, “EPR”), on the other hand, entered into an Amended and Restated Master Development Agreement (as amended, the “MDA”), which amends and restates that certain master development agreement by and between EPT and MRMI originally executed on December 14, 2012. The MDA defines and governs the overall relationship between EPR and the Project Parties with respect to the development, construction, operation, management and disposition of the Initial Projects. In accordance with the terms of the MDA, the Project Parties shall each be responsible for the development and construction of their portion of the Initial Projects. The Project Parties have agreed to invest a minimum of $611 million in the development and construction of the Casino Project, $15 million in the development and construction of the Golf Course and $25 million in the development and construction of the Entertainment Village. On December 28, 2015, Empire entered into a Completion Guaranty, guaranteeing completion of the development and construction obligations of the Project Parties described in this paragraph. In accordance with the terms of the MDA, EPR is responsible for the development and construction of the Waterpark and the common infrastructure-related improvements (such as streets, sidewalks, sanitary and storm sewer lines, water, gas, electric, telephone and other utility lines, systems, conduits and other similar facilities). EPR has agreed to be responsible for the development and construction of the Waterpark with a minimum capital investment of $120 million , and the infrastructure. On December 28, 2015, EPR Properties, a real estate investment trust and the parent company of EPR, entered into a Completion Guaranty, guaranteeing completion of the development and construction obligations of EPR described in this paragraph. Neither party has the right to terminate the MDA unless Montreign fails to exercise the Purchase Option (as defined below) prior to its expiration in accordance with the terms and conditions of the Purchase Option Agreement (as defined below). Empire Project Parcel Leases and Purchase Option Agreement On September 3, 2015, MRMI and EPT entered into a non-binding term sheet (the “Term Sheet”) which contemplated, among other things, the lease by the Project Parties of parcels containing the Golf Course (the "Golf Course Parcel") and Entertainment Village (the "Entertainment Village Parcel" and, together with the Casino Parcel (defined below) and the Golf Course Parcel, the "Empire Project Parcels") in addition to the Casino Project Parcel. The Term Sheet also contemplates a separate purchase option agreement granting MRMI and/or its affiliates the right to purchase all three, but not less than all three, of the Empire Project Parcels. As a result, on December 28, 2015, the Project Parties entered into the Casino Lease, the Golf Course Lease, the Entertainment Village Lease and the Purchase Option Agreement (each as defined and described below). In addition, option payments made by the Company pursuant to a prior option agreement, which aggregate to a total of $8.5 million , shall be applied against rent amounts due to EPT as rent under the Casino Lease as more fully described below. Casino Lease On December 28, 2015, Montreign entered into a lease (the “Casino Lease”) with EPT for the lease of the Casino Parcel. The Casino Lease has a term that expires on the earlier of: (i) March 31, 2086, and (ii) upon Montreign giving EPT written notice of its election to terminate the Casino Lease (the “Termination Option”) at least twelve ( 12 ) months prior to any one of five Option Dates (as defined below). The option dates (each an "Option Date") under the Casino Lease mean each of the twentieth (20th), thirtieth (30th), fortieth (40th), fiftieth (50th) and sixtieth (60th) anniversaries of the commencement of the Casino Lease. Upon Montreign's timely notice of exercise of its Termination Option, the Casino Lease shall be automatically terminated effective as of the applicable Option Date. T he following table represents the annual fixed rent payments under the Casino Lease: Year ending December 31, Annual Fixed Rent Payments due by Period (in thousands) 2016 (1) $ 1,000 2017 (1) (2) 10,000 2018 (2) (3) 10,500 2019 (3) 7,500 2020 (3) 7,500 2021 to 2056 (3) 362,624 (1) Until February 29, 2016, the Company continued to make payments of $500,000 per month it would have made under that certain Option Agreement, originally executed on December 21, 2011 and last amended on June 20, 2014 (the “Original Option Agreement”). The Original Option Agreement, which granted to the Company the right to lease the parcel on which Montreign Resort Casino (the “Casino Parcel”) would be built, was superseded by the leases for the Casino Parcel, the Entertainment Village Parcel (as defined below) and the Golf Course Parcel. From March 1, 2016 until February 28, 2017, option payments made by the Company under the Original Option Agreement, which totaled $8.5 million , shall be applied against annual fixed rent due by the Company under the Casino Lease. (2) From March 1, 2017 through August 31, 2018, annual fixed rent shall equal $1 million per month. (3) From September 1, 2018 through the remainder of the term of the Casino Lease, annual fixed rent shall equal $7.5 million per year, subject to an eight percent ( 8% ) escalation every five years. In addition to the annual fixed rent, beginning September 2018 and through the remainder of the term of the Casino Lease (the “Percentage Rent Period”) Montreign is obligated to pay an annual percentage rent equal to five percent ( 5% ) of the Eligible Gaming Revenue (as such term is defined in the Casino Lease) for the Percentage Rent Period. Additionally, the lease is a net lease, and Montreign has an obligation to pay the rent payable under the Casino Lease and other costs related to Montreign's use and operation of the Casino Parcel, including the special district tax assessments allocated to the Casino Parcel, not to exceed the capped dollar amount applicable to the Casino Parcel. Golf Course Lease On December 28, 2015, GC Tenant entered into a sublease (the “Golf Course Lease”) with Adelaar Developer for the lease of the Golf Course Parcel. The terms of the Golf Course Lease are substantially similar to the Casino Lease, subject to the material differences described below. Under the Golf Course Lease, there is no percentage rent due. Annual fixed rent payments under the Golf Course Lease are represented in the table below: Year ending December 31, Annual Fixed Rent Payments due by Period (in thousands) 2016 (1) $ — 2017 (2) 0 2018 (2) 0 2019 (2) 125 2020 (2) 150 2021 to 2056 (2) (3) 7,975 (1) From the date the Golf Course Lease commenced (the “Golf Course Lease Commencement Date”) and until the date on which the Golf Course opens for business, which is expected to be in Spring 2018 (the “Golf Course Opening Date”), annual fixed rent payments shall equal to $0 . (2) From the Golf Course Opening Date and continuing for the first ten (10) years thereafter, annual fix rent shall equal $150,000 . (3) From December 2028 through the remainder of the term of the Golf Course Lease, annual fixed rent shall equal $250,000 . The Golf Course Lease is a net lease and GT Tenant is obligated to pay the rent payable under the Golf Course Lease and other costs related to Montreign's use and operation of the Golf Course Parcel, including the special district tax assessments allocated to the Golf Course Parcel, not to exceed the capped dollar amount applicable to the Golf Course Parcel. This obligation shall not be assessed against GT Tenant prior to 60 months following the Golf Course Lease Commencement Date. Entertainment Village Lease On December 28, 2015, EV Tenant entered into a sublease (the “Entertainment Village Lease”) with Adelaar Developer, for the lease of the Entertainment Village Parcel. The terms of the Entertainment Village Lease are substantially similar to the Casino Lease, subject to the material differences described below. Under the Entertainment Village Lease, there is no percentage rent due. Annual fixed rent payments under the Entertainment Village Lease are represented in the table below: Year ending December 31, Annual Fixed Rent Payments due by Period (in thousands) 2016 (1) $ — 2017 (2) 0 2018 (2) 0 2019 (2) 125 2020 (2) 150 2021 to 2056 (2) (3) 7,975 (1) From the date the Entertainment Village Lease commenced (the “Entertainment Village Lease Commencement Date”) and until the date on which the Entertainment Village opens for business, which is expected to be September 2018 (the “Entertainment Village Opening Date”), annual fixed rent payments shall equal to $0 . (2) From the Entertainment Village Opening Date and continuing for the first ten (10) years thereafter, annual fix rent shall equal $150,000 . (3) From December 2028 through the remainder of the term of the Entertainment Village Lease, annual fixed rent shall equal $250,000 . The Entertainment Village Lease is a net lease and EV Tenant is obligated to pay the rent payable under the Entertainment Village Lease and other costs related to Montreign's use and operation of the Entertainment Village Parcel, including the special district tax assessments allocated to the Entertainment Village Parcel, not to exceed the capped dollar amount applicable to the Entertainment Village Parcel. This obligation shall not be assessed against EV Tenant prior to 60 months following the Entertainment Village Lease Commencement Date. Regulation VGM and Racing Operations Our VGM and harness horseracing and simulcast operations are overseen by the NYSGC. The legislation that created the NYSGC provides that the Board of the NYSGC shall consist of seven members. The NYSGC has the authority and responsibility to promulgate rules and regulations that affect the operations of our business. Our VGM, harness horseracing and simulcast activities in the State of New York are overseen by the NYSGC, Division of Lottery and Division of Horse Racing, respectively. In addition to receiving 41% of our VGM revenue from our operations at Monticello Casino and Raceway through March 31, 2017, the law provides for a subsidized free play allowance of 15% . Casino Gaming The Upstate New York Gaming and Economic Development Act ("Gaming Act"), among other things, provides the statutory framework for the regulation of full-scale casino gaming. The Gaming Act authorizes the NYSGC to award up to four ( 4 ) Gaming Facility Licenses. The Gaming Act provides that no Gaming Facilities shall be authorized in Bronx, Kings, New York, Queens or Richmond counties. The state may, however, legislatively authorize additional gaming facility licenses. In accordance with the Gaming Act, the Siting Board was charged with selecting applicants qualified to receive a Gaming Facility License and determining the location of such Gaming Facilities. There will be a seven ( 7 ) year exclusivity period for holders of Gaming Facility Licenses, commencing March 1, 2016, during which no further Gaming Facilities will be licensed by the NYSGC. If the Legislature authorizes additional Gaming Facility Licenses within this period, licensees shall have the right to recover a pro-rata portion of the license fee paid. In connection with the Company's application for a Gaming Facility License in response to the Siting Board's Request for Application (the "RFA"), we paid to the NYSGC an application fee of $1 million ("Application Fee") to help defray the costs associated with the processing and investigation of our application. However, if the costs of processing, investigation and related costs exceed the Application Fee, we shall be required to pay the additional amount to the NYSGC within thirty ( 30 ) days after notification of insufficient fees. If the investigation costs are below the amount of the Application Fee paid, any unexpended portion shall be returned to us. On March 1, 2016, the Minimum Capital Investment Deposit in the aggregate of $85.4 million , was made. The Project Parties' portion of the Minimum Capital Investment Deposit was made in the form of a deposit bond representing approximately $65 million , which is 10% of the Company's Minimum Capital Investment in the Development Projects, and EPR's portion was made in the form of a deposit bond representing approximately $20 million , which is 10% of its Minimum Capital Investment in the Infrastructure and the Waterpark. In addition, on March 30, 2016, we paid the license fee of $51 million and is reflected on the accompanying consolidated balance sheet as an intangible asset as of March 31, 2016. The tax rate on slot machines at Montreign Resort Casino will be 39% and the tax rate on table games will be 10% . The tax rate on VGM operations at Monticello Casino and Raceway will remain at the existing NYSGC commission rate and is expected to include an additional commission from NYSGC based on a rate related to the effective tax rate on all gross gaming revenue at the Gaming Facility developed by Montreign. Existing payments to the racing industry for purses and breeding will be maintained. The minimum gambling age for Montreign Resort Casino will be twenty-one, and no smoking will be authorized. The Gaming Act imposes a $500 annual fee on each slot machine and table game. In addition, the Gaming Act requires the maintenance of the horsemen and breeder payments at the 2013 dollar level to be adjusted annually pursuant to changes in the consumer price index. County of Sullivan Industrial Development Agency Montreign received from the County of Sullivan Industrial Development Agency approval for benefits including an exemption from New York State ("State") and local sales and use taxes with respect to certain items used in, or for the acquisition, construction and equipping of the Casino Project, an exemption from all mortgage recording taxes imposed in the State and a partial (or full) real property tax abatement over sixteen ( 16 ) years. Montreign has begun to receive the benefit of exemption from the local sales and use taxes and the real property tax abatement. Liquidity The accompanying condensed consolidated financial statements have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company anticipates that its current cash and cash equivalents balances and cash generated from operations will be sufficient to meet working capital requirements, excluding expenditures on the Development Projects, for at least the next twelve months. To finance a portion of the Development Projects expenses, the Company consummated the January 2016 Rights Offering, from which the Company received net proceeds of $286.0 million . The Company will need to raise additional funds to complete the Development Projects. Whether these resources are adequate to meet the Company’s liquidity needs beyond that period will depend on the Company’s growth and operating results and the progress of the Development Projects. To raise the additional capital necessary for the Development Projects, we may seek to enter into strategic agreements, joint ventures or similar agreements or we may sell additional debt or equity in public or private transactions, including pursuant to the Credit Suisse Commitment (as defined below). The sale of additional equity could result in additional dilution to the Company’s existing stockholders and financing arrangements may not be available to us, or may not be available in amounts or on acceptable terms. As of March 31, 2016, we had total currents assets of approximately $21.0 million and total current liabilities of approximately $36.1 million , which liabilities includes approximately $25.9 million in accrued Development Project costs. As of March 31, 2016, our total assets included approximately $170.7 million of remaining net proceeds from the January 2015 Rights Offering and January 2016 Rights Offering (each as defined and discussed below), which will be used to pay the accrued Development Projects costs of approximately $25.9 million included in our current liabilities. The net proceeds from the January 2015 Rights Offering and the January 2016 Rights Offering, which will be used for Development Projects expenses, are presented on the balance sheet as a non-current asset as required by GAAP because they will be used for the construction of a long-term asset. We have had continuing net losses and negative cash flow from operating activities, including a loss from operations of $4.8 million for the three months ended March 31, 2016. The net losses for the three months ended March 31, 2016 were primarily related to the pre-opening development expenses in the amount of $3.1 million and consisted of $2.6 million in land lease expense, $201,000 in legal, consultants and other professional services, $106,000 in insurance expense, $97,000 in property tax expenses and $85,000 in other expenses. $41.2 million of the costs incurred for the Development Projects were eligible to be capitalized for the three months ended March 31, 2016. For the three months ended March 31, 2015, the Development Project costs incurred were approximately $2.4 million and consisted of $566,000 in legal, construction manager costs, consultants and other professional services, $1.1 million of non-refundable payments pertaining to the Option Agreement with EPR and $732,000 in architectural and engineering fees. As a condition of the Gaming Facility License, the Company is required to invest, or cause to be invested the Minimum Capital Investment in the development of the Initial Projects. The Company's portion of the Minimum Capital Investment is approximately $651.4 million for the Development Projects. On March 1, 2016, the Minimum Capital Investment Deposit, in the aggregate amount of $85.4 million , was made. The Project Parties' portion of the Minimum Capital Investment Deposit was made in the form of a deposit bond representing approximately $65 million , which is 10% of the Company's Minimum Capital Investment in the Development Projects. In addition, on March 30, 2016, the Company paid the license fee of $51 million which is reflected on the March 31, 2016 consolidated balance balance as an intangible asset. Montreign entered into a security agreement with the entity that posted the bond, pursuant to which Montreign is required to deposit cash as collateral security in the amount of $65 million . The NYSGC will release the Minimum Capital Investment Deposit upon confirmation that 85% of the Company's proposed Minimum Capital Investment has been expended. The cash collateral will be deposited onto an account in installments of which approximately $15 million has been paid during the first quarter of 2016 and is reflected on the accompanying consolidated balance sheet as other assets as of March 31, 2016. Montreign shall be required to deposit additional collateral security installments as follows: July 1, 2017, in the amount of $20 million and January 15, 2018, in the amount of approximately $30 million . To support the expenses related to the Development Projects, the Company entered into amendments to the debt and equity financing commitments initially obtained in June 2014 in support of Montreign’s application for a Gaming Facility License. For the debt portion of the Company’s financing, in June 2014, Credit Suisse committed to provide the CS Credit Commitment of up to a maximum amount of $478 million . On September 22, 2015, Credit Suisse and the Company entered into a further amendment to the CS Credit Commitment increasing the financing commitment Credit Suisse provided up to a maximum of $545 million , which amount may be reduced by no more than $70 million depending on the amount of furniture, fixtures and equipment financing the Company otherwise obtains. The CS Credit Commitment provides that it may change the terms of the credit facility to ensure successful syndication. The CS Credit Facility is subject to various conditions precedent, including evidence of an equity investment in Company of not less than $301 million , all of which equity has been raised by the Company. The CS Commitment expires on June 1, 2016. The Company obtained the CS Credit Commitment to demonstrate its ability to finance the costs and expenses of the Casino Project. However, the Company has reserved the flexibility to reassess financing alternatives and either proceed with the debt financing described herein or pursue alternative means of debt financing on terms and conditions more beneficial to the Company, subject to payment of a fee to Credit Suisse. For the equity investment portion of the Company’s financing for the Development Projects and to redeem the outstanding Series E preferred stock of the Company (the "Series E Preferred Stock") in accordance with an existing settlement agreement, in June 2014, the Company and Kien Huat entered into a letter agreement, pursuant to which Kien Huat committed to support the Company's equity financing needs with respect to the Casino Project and Adelaar (the "Original Commitment Letter"). Pursuant to the Original Commitment Letter, Kien Huat initially agreed to participate in, and backstop, a rights offering in an amount up to $150 million plus the amount needed to redeem the Series E Preferred Stock if the Company commenced a rights offering on the terms described in the Original Commitment Letter in support of the Casino Project. For such commitment, the Company agreed to pay Kien Huat a fee of 1.0% of the maximum amount raised, of which 0.5% was paid upon execution of the Original Commitment Letter and the remaining 0.5% being due if a rights offering was launched. In addition, the Company agreed to pay for or reimburse Kien Huat for all of its out-of-pocket expenses in connection with the negotiation, execution and delivery of the Original Commitment Letter and the consummation of the transactions contemplated thereby. The Company and Kien Huat entered into a second amendment to the Original Commitment Letter (the “Second Amendment” and together with the Original Commitment Letter, the “Commitment Letter”) on September 22, 2015. Pursuant to the Second Amendment, Kien Huat increased its overall equity investment commitment to the Company from $150 million plus the amount necessary to redeem the Series E Preferred Stock to an aggregate total of $375 million , which amounts include the $50 million invested in the January 2015 Rights Offering. In particular, Kien Huat agreed to participate in, and backstop, two additional rights offerings, the first of which is the January 2016 Rights Offering (which is defined and discussed below), which Kien Huat agreed to backstop in an amount not to exceed $290 million . Kien Huat also agreed to participate in, and backstop, a follow-on rights offering on the same terms and conditions and at the same subscription price as the January 2016 Rights Offering, in an amount not to exceed $35 million (the "Follow-On Rights Offering"). Except for the increase in the overall commitment amount, the terms and conditions of the Commitment Letter remain unchanged. On January 4, 2016, the Company commenced a rights offering for aggregate gross proceeds of $290 million . In connection with the January 2016 Rights Offering, on December 31, 2015, the Company and Kien Huat entered into a standby purchase agreement (the “January 2016 Standby Purchase Agreement”). Pursuant to the January 2016 Standby Purchase Agreement, Kien Huat agreed to exercise its basic subscription rights and to exercise all rights not otherwise exercised by the other holders in an aggregate amount not to exceed $290 million . Under the January 2016 Standby Purchase Agreement, the Company paid Kien Huat a portion of the commitment fee described in the Commitment Letter in the amount of approximately $1.5 million and reimbursed Kien Huat for its expenses in an amount not exceeding $50,000 . The January 2016 Rights Offering closed on February 17, 2016. The Company issued a total of 20,138,888 shares of common stock at $14.40 per share. This includes 176,086 shares issued to holders upon exercise of their basic subscription and over-subscription rights and 13,136,817 shares issued to Kien Huat upon exercise of its basic subscription rights. Kien Huat also acquired the remaining 6,825,985 shares not sold in the January 2016 Rights Offering pursuant to the January 2016 Standby Purchase Agreement. On January 5, 2015, the Company commenced a rights offering (the “January 2015 Rights Offering”) for aggregate gross proceeds of $50 million to raise a portion of the equity financing necessary to develop the Casino Project. In partial satisfaction of Kien Huat's obligations pursuant to the Commitment Letter, in connection with the January 2015 Rights Offering, on January 2, 2015, the Company and Kien Huat entered into a standby purchase agreement (the “January 2015 Standby Purchase Agreement”). Pursuant to the January 2015 Standby Purchase Agreement, Kien Huat agreed to exercise in full its basic subscription rights granted in the January 2015 Rights Offering within ten ( 10 ) days of its grant. In addition, Kien Huat agreed it would exercise all rights not otherwise exercised by the other holders in an aggregate amount not to exceed $50 million . Under the January 2015 Standby Purchase Agreement, the Company paid Kien Huat a portion of the commitment fee described in the Commitment Letter |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue recognition and Promotional allowances Gaming revenue is the net difference between gaming wagers and payouts for prizes from VGMs, non-subsidized free play and accruals related to the anticipated payout of progressive jackpots. Progressive jackpots contain base jackpots that increase at a progressive rate based on the credits played and are charged to revenue as the amount of the jackpots increase. The Company recognizes gaming revenues before deductions of such related expenses as NYSGC’s share of VGM revenue and the Monticello Harness Horsemen’s Association (the “MHHA”) and Agriculture and New York State Horse Breeding Development Fund’s contractually required percentages. Food, beverage, racing and other revenue, includes food and beverage sales, racing revenue earned from pari-mutuel wagering on live harness racing and simulcast signals to and from other tracks and miscellaneous income. The Company recognizes racing revenues before deductions of such related expenses as purses, stakes and awards. Some elements of the racing revenues from Off-Track Betting Corporations (“OTBs”) are recognized as collected, due to uncertainty of receipt of and timing of payments. Net revenues are recognized net of certain sales incentives in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Certification (“ASC”) 605-50, “Revenue Recognition—Customer Payments and Incentives”. The retail value of complimentary food, beverage and other items provided to the Company’s guests is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such food, beverage and other items as promotional allowances is included in food, beverage, racing and other expense. In addition, promotional allowances include non-subsidized free play offered to the Company’s guests based on their relative gaming worth and prizes included in certain promotional marketing programs. The retail value amounts included in promotional allowances for the three months ended March 31, 2016 and 2015 are as follows: March 31, 2016 2015 (in thousands) Food and beverage $ 360 $ 341 Non-subsidized free play 589 (128 ) Players club awards 119 25 Total retail value of promotional allowances $ 1,068 $ 238 The estimated cost of providing complimentary food, beverage and other items for the three months ended March 31, 2016 and 2015 are as follows: March 31, 2016 2015 (in thousands) Food and beverage $ 530 $ 535 Non-subsidized free play 347 (75 ) Players club awards 119 25 Total cost of promotional allowances $ 996 $ 485 Principles of consolidation The condensed consolidated financial statements include Empire’s accounts and their wholly-owned subsidiaries. All significant inter-company balances and transactions are eliminated in consolidation. Accounts receivable Accounts receivable, net of allowances, are stated at the amount the Company expects to collect. When required, an allowance for doubtful accounts is recorded based on information on the collectability of specific accounts. Accounts are considered past due or delinquent based on contractual terms, how recently payments have been received and the Company’s judgment of collectability. In the normal course of business, the Company settles wagers for other racetracks and is exposed to credit risk. These wagers are included in accounts receivable. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded an allowance for doubtful accounts of approximately $171,000 as of March 31, 2016 and December 31, 2015. Project Development Costs Because the Company’s application for a Gaming Facility License was submitted in a competitive environment and the Company could not be certain it would be awarded a Gaming Facility License, all costs incurred for the Development Projects were expensed until the Company was awarded a Gaming Facility License on December 21, 2015. As a result of being awarded the Gaming Facility License, the Company began capitalizing the expenditures on the Development Projects during the fourth quarter of 2015. Loss per common share The Company computes basic loss per share by dividing net loss applicable to common shareholders by the weighted-average common shares outstanding for the period. Diluted loss per share reflects the potential dilution of earnings that could occur if securities or contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. Since the effect of common stock equivalents is anti-dilutive with respect to losses, these common stock equivalents have been excluded from the Company’s computation of loss per common share. Therefore, basic and diluted loss per common share for the years ended March 31, 2016 and 2015 are the same. The following table shows the approximate number of common stock equivalents outstanding at March 31, 2016 and 2015 that could potentially dilute basic loss per share in the future, but were not included in the calculation of diluted loss per share for the three months ended March 31, 2016 and 2015, because their inclusion would have been anti-dilutive. Outstanding at March 31, 2016 2015 Options 52,000 148,400 Warrants 133,000 216,600 Option Matching Rights 22,000 237,000 Restricted stock 199,000 21,400 Shares to be issued upon conversion of long-term loan, related party — 1,315,000 Total 406,000 1,938,400 Pursuant to the terms of an investment agreement between the Company and Kien Huat, Kien Huat has the right to purchase an equal number of additional shares of common stock as are issued upon the exercise of certain options and warrants (the "Option Matching Rights"). On February 17, 2016, the Company provided written notice to Kien Huat regarding the exercise of certain Option Matching Rights to elect whether to exercise such Option Matching Rights. On February 17, 2016, Kien Huat declined to exercise the Option Matching Rights to purchase 204,706 shares of common stock. Fair value The Company follows the provisions of ASC 820, “Fair Value Measurement,” issued by the FASB for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value, requires certain disclosures and discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The Company chose not to elect the fair value option as prescribed by FASB, for its financial assets and liabilities that had not been previously carried at fair value. The Company’s financial instruments are comprised of current assets, current liabilities and a long-term loan. Current assets and current liabilities approximate fair value due to their short-term nature. Stock-based compensation The cost of all share-based awards to employees, including grants of employee stock options and restricted stock, is recognized in the financial statements based on the fair value of the awards at grant date. The fair value of stock option awards is determined using the Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards is equal to the market price of Empire’s common stock on the date of grant. The fair value of share-based awards is recognized as stock-based compensation expense on a straight-line basis over the requisite service period from the date of grant. As of March 31, 2016, there was approximately $3.6 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s equity compensation plan. That cost is expected to be recognized over a period of 4.00 years. This expected cost does not include the impact of any future stock-based compensation awards. Income taxes The Company applies the asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates for the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Intangible Assets In accordance with ASC 350, Intangibles - Goodwill and Other , the Company amortizes intangible assets over their estimated useful lives unless the Company determines their lives to be indefinite. As a condition of the Gaming Facility License, the Company was granted a gaming license in the amount of $51 million during the three months ended March 31, 2016. The term of the gaming license is 10 years, however amortization will not commence until the completion of construction and the opening to the general public of the Montreign Resort Casino. Amortization will be recognized on a straight line basis beginning at that time and continuing until it is up for renewal in 2026. During the period that the Company is not amortizing the intangible asset, the Company will assess it for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Estimates and assumptions 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from estimates. Recent accounting pronouncements In May 2014, the FASB issued new revenue recognition guidance, which will supersede nearly all existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the new guidance implements a five-step process for customer contract revenue recognition. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is prohibited. On July 9, 2015, the FASB reaffirmed the guidance in its April 29, 2015 proposed Accounting Standards Update ("ASU") that defers the effective date of the new revenue recognition standard by one year and allows early adoption as of the original effective date. Entities can transition to the new guidance either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is assessing the impact that the new revenue recognition guidance will have on the consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating its leases against the requirements of this pronouncement. In March 2016, FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which provides guidance for accounting for share based compensation for employees. Under ASU 2016-09, several aspects of the accounting for share-based payment award transactions are simplified, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management is assessing the impact that the new stock compensation guidance will have on the consolidated financial statements. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment, Capitalized Project Development Costs and Cash for Development Projects Property and Equipment Property and equipment at March 31, 2016 and December 31, 2015 consists of: (in thousands) 3/31/2016 12/31/2015 Land $ 770 $ 770 Land improvements 1,732 1,732 Buildings 4,727 4,727 Building improvements 27,301 27,284 Vehicles 302 280 Furniture, fixtures and equipment 3,903 3,894 Construction in Progress 175 197 38,910 38,884 Less—Accumulated depreciation (13,431 ) (13,095 ) $ 25,479 $ 25,789 Depreciation expense was approximately $336,000 and $333,000 for the three months ended March 31, 2016 and 2015, respectively. The VGMs in the Company’s facility are owned by the NYSGC and, accordingly, the Company's consolidated financial statements include neither the cost nor the depreciation of those devices. Capitalized Development Projects Costs As a result of being awarded the Gaming Facility License on December 21, 2015, the Company began capitalizing the expenditures on the Casino Project during the fourth quarter of 2015. All expenditures that could be capitalized related specifically to the Casino Project in fiscal 2015. Beginning in the first quarter of 2016, the Company also incurred expenditures relating to the Entertainment Village and the Golf Course that could be capitalized. Accordingly, the balance sheet item "capitalized project development costs" was renamed "Capitalized Development Projects costs" to collectively reflect the capitalized expenditures for the Casino Project, Entertainment Village and Golf Course. At March 31, 2016, total capitalized Development Projects costs were approximately $51.6 million and consisted of construction costs, site development, contractor insurance, general conditions, construction manager fees, and professional fees such as architectural, legal and accounting fees and is reflected on the balance sheet as capitalized Development Projects costs. At December 31, 2015, total capitalized Development Projects costs incurred were approximately $10.4 million and consisted of $10.3 million in architectural, engineering fees, construction manager costs and subcontractor costs and approximately $127,000 in legal, consultants and other costs and is reflected on the balance sheet as capitalized Development Projects costs. Cash for Development Projects Pursuant to the MDA, executed on December 28, 2015, the Company assumed responsibility for the development of the Entertainment Village and the Golf Course in addition to the Casino Project. Accordingly, the balance sheet item "Cash for development of the Casino Project" was renamed "Cash for Development Projects" to collectively reflect the cash available for the Development Projects. At March 31, 2016, the $170.7 million Cash for the Development Projects on the consolidated balance sheet represents the remaining portion from the January 2016 Rights Offering to be utilized for the Casino Project, Golf Course, and Entertainment Village. At December 31, 2015, the $15.4 million cash for development of the Casino Project on the consolidated balance sheet represents the remaining funds from the January 2015 Rights Offering to be utilized for the Casino Project. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities, as presented on the balance sheet, are comprised of the following at March 31, 2016 and December 31, 2015: (in thousands) 3/31/2016 12/31/2015 Liability for horseracing purses $ 994 $ 529 Accrued payroll 1,157 1,719 Series E payable — 1,500 Accrued redeemable points 116 67 Liability to NYSGC 1,224 1,012 Liability for local progressive jackpot 801 927 Accrued Development Projects costs 25,925 10,811 Accrued professional fees 1,934 844 Federal tax withholding payable 154 154 Accrued other 1,680 1,664 Total accrued expenses and other current liabilities $ 33,985 $ 19,227 |
Long-Term Loan, Related Party
Long-Term Loan, Related Party | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Loan, Related Party | Long-Term Loan, Related Party Conversion of Kien Huat Note On November 17, 2010, Empire entered into a loan agreement (the "Loan Agreement") with Kien Huat, in the principal amount of $35 million of which $17.6 million was outstanding as of December 31, 2015. On June 26, 2014, Kien Huat and the Company entered into a commitment letter (the "Commitment Letter") pursuant to which Kien Huat agreed, among other things, to convert in accordance with its terms that certain convertible promissory note in the principal amount of $17.4 million (the “Kien Huat Note”) into shares of the Company’s common stock. Pursuant to the terms of the Commitment Letter and the Loan Agreement, on February 17, 2016, the Kien Huat Note was converted into 1,332,058 shares of common stock. Letter Agreement As a result of Kien Huat’s increased proportionate ownership following the consummation of the January 2016 Rights Offering and the conversion of the Kien Huat Note, at the request of the Company, on February 17, 2016, Kien Huat and the Company entered a letter agreement (the “Letter Agreement”) pursuant to which, during the period commencing on February 17, 2016 and ending on the earlier of (i) the three year anniversary of the closing of the January 2016 Rights Offering and (ii) the one year anniversary of the opening of the Casino Project, Kien Huat has agreed not to take certain actions with respect to the Company. In particular, during such time period, Kien Huat has agreed not to, and to cause its affiliates other than the Company or its subsidiaries (collectively with Kien Huat, “Kien Huat Parties”) not to, take certain actions in furtherance of a “going-private” transaction (as such term is defined in the Letter Agreement) involving the Company unless such transaction is subject to the approval of (x) holders of a majority of the votes represented by the common stock, Series B preferred stock and any other capital stock of the Company entitled to vote together with the common stock in the election of the board of directors (the “Board”) of the Company (other than any such capital stock owned by any Kien Huat Parties) and (x) either (A) a majority of disinterested members of the Board or (y) a committee of the Board composed of disinterested members of the Board. In addition, during such period, the Company and Kien Huat have agreed to cooperate to ensure that, to the greatest extent possible, the Board includes no fewer than three (3) independent directors (the definition of independence as determined under the standards of The Nasdaq Stock Market or any other securities exchange on which the common stock of the Company is then listed) . |
Bryanston Settlement
Bryanston Settlement | 3 Months Ended |
Mar. 31, 2016 | |
Bryanston Settlement [Abstract] | |
Bryanston Settlement Agreement | Bryanston Settlement Agreement Effective as of June 30, 2013 (the “Closing Date”), the Company, Kien Huat, Colin Au Fook Yew (“Au”) and Joseph D'Amato (“D'Amato” and, together with the Company, Kien Huat and Au, the “Company Parties”) consummated the closing of a Settlement Agreement and Release (as amended, the “Settlement Agreement”) with Stanley Stephen Tollman (“Tollman”) and Bryanston Group, Inc. (“Bryanston Group” and, together with Tollman, the “Bryanston Parties”). Pursuant to the Settlement Agreement, the Company Parties and the Bryanston Parties agreed to the settlement of certain claims relating to shares of Series E Preferred Stock of the Company (the “Preferred Stock”) held by the Bryanston Parties and that certain Recapitalization Agreement, dated December 10, 2002, by and between, among others, the Bryanston Parties and a predecessor to the Company (the “Recapitalization Agreement”), pursuant to which the Bryanston Parties acquired the Preferred Stock. On the Closing Date, the Recapitalization Agreement terminated and ceased to have any further force and effect as between the Bryanston Parties and the Company. As a result of the Settlement Agreement on June 30, 2013, and pursuant to ASC 480, the Series E Preferred Stock became contractually redeemable subject to the terms and conditions of the Settlement Agreement and has been classified as a liability on the accompanying December 31, 2015 balance sheet. The amount of the liability recorded on the balance sheet is the amount at which it would be settled if the redemption occurred as of the balance sheet date. The difference between the redemption amount and the amount recorded in the balance sheet as of the date of the Settlement Agreement has been reflected as a deemed dividend on that date. Changes in the redemption value of the liability subsequent to the date of the Settlement Agreement are recorded as interest expense. On March 7, 2016, the Company redeemed the outstanding Series E Preferred Stock held by the Bryanston Group for approximately $30.7 million pursuant to the terms of the Settlement Agreement. Because the event that caused the entire liability to become due occurred during 2016, the liability has been recorded pursuant to the payment terms in place at December 31, 2015 which was $1.5 million as a current liability and the remainder as a long term liability on the accompanying December 31, 2015 balance sheet. Interest expense associated with the change in the redemption amount of the liability was $231,000 and $310,000 for the three months ended March 31, 2016 and 2015, respectively. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Authorized Capital On February 16, 2011, Empire filed an amended and restated certificate of incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware. The Amended Charter amended Empire’s prior Amended and Restated Certificate of Incorporation, by: (1) increasing Empire’s authorized capital stock from 100 million shares, consisting of 95 million shares of common stock and 5 million shares of preferred stock, to a total of 155 million shares, consisting of 150 million shares of common stock and 5 million shares of preferred stock (the “Authorized Capital Amendment”); and (2) eliminating the classified board provisions and providing for the annual election of all directors (the “Declassification Amendment”). The Authorized Capital Amendment and the Declassification Amendment were each approved by the requisite vote of Empire’s stockholders at a special meeting of stockholders held on February 16, 2011. Common Stock January 2016 Rights Offering On January 4, 2016, we commenced a rights offering of transferable subscription rights to holders of record of our common stock and Series B Preferred Stock as of January 4, 2016 to purchase up to 20,138,888 shares of our common stock. The subscription rights were listed for trading on The Nasdaq Stock Market under the symbol "NYNYR" for the duration of the January 2016 Rights Offering. In connection with the January 2016 Rights Offering, on December 31, 2015, we and Kien Huat entered into the January 2016 Standby Purchase Agreement. Pursuant to the January 2016 Standby Purchase Agreement, Kien Huat agreed to (i) exercise its basic subscription rights to acquire approximately $30 million of our common stock within ten ( 10 ) days of the commencement of the January 2016 Rights Offering with a closing proximate thereto and (ii) to exercise the remainder of its basic subscription rights prior to the expiration date of the January 2016 Rights Offering. In addition, Kien Huat agreed it would exercise all rights not otherwise exercised by the other holders in the January 2016 Rights Offering, which we refer to as the standby purchase, upon the same terms as other holders in an aggregate amount not to exceed $290 million . Pursuant to the January 2016 Standby Purchase Agreement, we paid Kien Huat a commitment fee in the amount of $1,450,000 , which is equal to 0.5% of the maximum amount of the January 2016 Rights Offering, and reimbursed Kien Huat for its expenses in an amount not exceeding $50,000 . The net proceeds of the January 2016 Rights Offering will be used for (i) the expenses relating to the development of the Casino Project, (ii) to redeem the outstanding shares of the Series E preferred stock of the Company in accordance with the terms of an existing settlement agreement and (iii) the expenses related to the development of the Golf Course and the Entertainment Village and to support the working capital needs of the Company. The January 2016 Rights Offering closed on February 17, 2016. The Company issued a total of 20,138,888 shares of common stock for aggregate gross proceeds of approximately $290 million . This includes 176,086 shares issued to holders upon exercise of their basic subscription and over-subscription rights and 13,136,817 shares issued to Kien Huat upon exercise of its basic subscription rights. Kien Huat also acquired the remaining 6,825,985 shares not sold in the January 2016 Rights Offering pursuant to the January 2016 Standby Purchase Agreement. The net proceeds of the January 2016 Rights Offering were approximately $286.0 million following the deduction of expenses. After giving effect to the January 2016 Rights Offering (including the standby purchase pursuant to the January 2016 Standby Purchase Agreement) and the Note Conversion, Kien Huat owns approximately 88.7% of the outstanding shares of the Company’s common stock. Preferred Stock and Dividends The Company’s Series B Preferred Stock has voting rights of 0.16 votes per share and each share is convertible into 0.054 shares of its common stock. It has a liquidation value of $29 per share and is entitled to annual cumulative dividends of $2.90 per share payable quarterly in cash. The Company has the right to pay the dividends on an annual basis by issuing shares of its common stock at the rate of $3.77 per share. The value of common shares issued as payment is based upon the average closing price for the common shares for the 20 trading days preceding January 30 of the year following that for which the dividends are due. At December 31, 2015 and 2014, there were 44,258 shares of Series B Preferred Shares outstanding. The Board authorized the cash payment of quarterly dividends for calendar year 2016. A payment in the amount of $32,087 was made on April 1, 2016. On March 2, 2016, our Board authorized the cash payment of dividends due for the year ended December 31, 2015 on our Series B Preferred Stock in the amount of approximately $167,000 . At December 31, 2015, the Company had undeclared cash dividends on the Series B Preferred Stock of approximately $167,000 and payment was made the same day. The cash dividend was calculated as if it were a dividend issued in shares of our common stock, which in accordance with the terms of the Series B Preferred stock, means the amount of the cash payment is the annual cash dividend value (if it had been paid quarterly) multiplied by 1.3 . On February 9, 2015, our Board authorized the issuance of 5,102 shares of our common stock in payment of dividends due for the year ended December 31, 2014 on our Series B Preferred Stock. The recorded value of these shares was approximately $159,000 . At December 31, 2014, the Company had undeclared dividends on the Series B Preferred Stock of approximately $159,000 . |
Concentration
Concentration | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration | Concentration As of March 31, 2016, the Company has one debtor, that consists of Philadelphia Park which represented 15.5% of the total net outstanding racing related accounts receivable. As of March 31, 2015, the Company had one debtor, that consists of Hawthorn OTB which represented 11.1% of the total net outstanding racing related accounts receivable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings Monticello Raceway Management, Inc. v. Concord Associates L.P. On January 25, 2011, Empire’s subsidiary, MRMI, filed a complaint in the Sullivan County Court against Concord, an affiliate of Louis R. Cappelli who was a significant stockholder. The lawsuit seeks amounts that MRMI believes is owed to it under an agreement between Concord, MRMI and the MHHA (the “2008 MHHA Agreement”). Pursuant to the 2008 MHHA Agreement, until the earlier to occur of the commencement of operations at the gaming facilities to be developed by Concord at the site of the former Concord hotel and former Concord resort or July 31, 2011, MRMI was to continue to pay to the MHHA 8.75% of the net win from VGM activities at Monticello Casino and Raceway, and Concord was to pay the difference, if any, between $5 million per year and 8.75% of the net win from VGM activities (“VGM Shortfall”) during such period. As of December 31, 2010, MRMI believes Concord owed it approximately $300,000 for the VGM Shortfall. Concord has contested its responsibility to make such VGM Shortfall payments to MRMI. In its Decision and Order, dated January 15, 2014, the Sullivan County Supreme Court awarded damages to MRMI in the approximate amount of $308,000 plus interest and costs. On February 4, 2014, Concord filed a Notice of Appeal with the Appellate Division of the New York Supreme Court, Third Department ("Third Department"). The oral argument on the appeal was heard by the Third Department on April 28, 2015 and the Third Department determined that the damages to MRMI should be reduced to $122,562 . On July 8, 2015, we filed a Notice of Motion for Re-Argument and Leave to Appeal (the "Motion") regarding the decision of the Third Department. The Motion was denied by the Third Department on September 2, 2015. On October 9, 2015, we filed a Motion for Leave to Appeal with the Court of Appeals. In an opinion dated November 24, 2015, the Court of Appeals denied our Motion for Leave to Appeal. The Appellate Division had remanded the case to the trial court for a recomputation of the amount of the judgment. In an Order and Amended Judgment dated December 22, 2015, MRMI was awarded a judgment in the amount of $183,097 . MRMI received payment of its judgment on April 15, 2016 in the amount of approximately $188,000 . Concord Associates, L.P. v. Entertainment Properties Trust On September 18, 2013, the United States District Court for the Southern District of New York (“SDNY”) granted Motions to Dismiss filed by the Company and all other defendants. This lawsuit was filed in March 2012, by Concord and various affiliates in the SDNY and asserted in an amended complaint various federal antitrust claims against the Company, EPR, EPT, Genting NY LLC and Kien Huat. The lawsuit arises out of the Company's exclusivity agreement and option agreement with EPT to develop the site of the EPT Property located in Sullivan County, New York. Concord brought federal antitrust claims alleging conspiracy in restraint of trade, conspiracy to monopolize and monopolization. Concord also brought state law claims for tortious interference with contract and business relations. Concord sought damages in an amount to be determined at trial but not less than subject to automatic trebling under federal antitrust laws), unspecified punitive damages and permanent injunctive relief. In its decision, the SDNY dismissed Concord’s federal antitrust claims with prejudice and dismissed Concord's state law claims without prejudice. On March 18, 2016, the United States Court of Appeals for the Second Circuit affirmed SDNY's dismissal of Concord's complaint. Other Proceedings The Company is a party from time to time to various other legal actions that arise in the normal course of business. In the opinion of management, the resolution of these other matters will not have a material and adverse effect on its consolidated financial position, results of operations or cash flows. Operating leases The following table represents the minimum lease payments under the Company's operating leases: Payments due by Period (in thousands) Year ending December 31, Total Lease Payments 2016 $ 1,000 2017 10,000 2018 10,500 2019 7,750 2020 7,800 2021 to 2056 378,574 Total $ 415,624 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On December 9, 2013, the Company executed a letter agreement (the "Moelis Letter Agreement") pursuant to which it engaged Moelis & Company LLC ("Moelis") to act as its financial advisor in connection with the Adelaar Project and the Casino Project. In the event a financing is consummated, the Moelis Letter Agreement contemplates additional transaction-based fees would be earned by Moelis. During 2015, we paid Moelis approximately $428,000 for professional services and travel and expenses. At the close of the January 2016 Rights Offering Moelis was paid approximately $2.1 million for financial advisory services in connection with the Casino Project pursuant to the Moelis Letter Agreement. Gregg Polle, a director of the Company, is a Managing Director of Moelis. Mr. Polle refrained from participating in the discussion of the Moelis Letter Agreement and the determination of whether to enter into such agreement. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share As previously discussed in Note A, the Company completed a rights offering during January 2016. As per ASC 260-10-55-13 to ASC 260-10-55-14, a rights issue in which the exercise price at issuance is less than the fair value of the stock contains a bonus element that is somewhat similar to a stock dividend. If a rights issue contains a bonus element and the rights issue is offered to all existing shareholders, basic and diluted earnings per share shall be adjusted retroactively for the bonus element for all periods presented. Since the Company offered the right to all existing shareholders at a 20% discount, a bonus element was present. The Company determined the bonus element to be an additional 1.458 million shares which would be added to the denominator that was used in computing basic and diluted earnings per share during the three months ending March 31, 2015. The calculation of the bonus element gave rise to the following adjustments to the weighted average number of common shares and loss per common share for the three months ended March 31, 2015: Three months ending March 31, 2015 (in thousands, except per share) Weighted average number of common shares, as reported 8,974 Adjustment 1,458 Weighted average number of common shares, as adjusted 10,432 Loss per common share, as reported $ (0.46 ) Adjustment $ (0.07 ) Loss per common share, as adjusted $ (0.39 ) |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Revenue recognition and Promotional allowances | Revenue recognition and Promotional allowances Gaming revenue is the net difference between gaming wagers and payouts for prizes from VGMs, non-subsidized free play and accruals related to the anticipated payout of progressive jackpots. Progressive jackpots contain base jackpots that increase at a progressive rate based on the credits played and are charged to revenue as the amount of the jackpots increase. The Company recognizes gaming revenues before deductions of such related expenses as NYSGC’s share of VGM revenue and the Monticello Harness Horsemen’s Association (the “MHHA”) and Agriculture and New York State Horse Breeding Development Fund’s contractually required percentages. Food, beverage, racing and other revenue, includes food and beverage sales, racing revenue earned from pari-mutuel wagering on live harness racing and simulcast signals to and from other tracks and miscellaneous income. The Company recognizes racing revenues before deductions of such related expenses as purses, stakes and awards. Some elements of the racing revenues from Off-Track Betting Corporations (“OTBs”) are recognized as collected, due to uncertainty of receipt of and timing of payments. Net revenues are recognized net of certain sales incentives in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Certification (“ASC”) 605-50, “Revenue Recognition—Customer Payments and Incentives”. The retail value of complimentary food, beverage and other items provided to the Company’s guests is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such food, beverage and other items as promotional allowances is included in food, beverage, racing and other expense. In addition, promotional allowances include non-subsidized free play offered to the Company’s guests based on their relative gaming worth and prizes included in certain promotional marketing programs. |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include Empire’s accounts and their wholly-owned subsidiaries. All significant inter-company balances and transactions are eliminated in consolidation. |
Accounts receivable | Accounts receivable Accounts receivable, net of allowances, are stated at the amount the Company expects to collect. When required, an allowance for doubtful accounts is recorded based on information on the collectability of specific accounts. Accounts are considered past due or delinquent based on contractual terms, how recently payments have been received and the Company’s judgment of collectability. In the normal course of business, the Company settles wagers for other racetracks and is exposed to credit risk. These wagers are included in accounts receivable. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Deferred lease costs | Project Development Costs Because the Company’s application for a Gaming Facility License was submitted in a competitive environment and the Company could not be certain it would be awarded a Gaming Facility License, all costs incurred for the Development Projects were expensed until the Company was awarded a Gaming Facility License on December 21, 2015. As a result of being awarded the Gaming Facility License, the Company began capitalizing the expenditures on the Development Projects during the fourth quarter of 2015. |
Earnings (loss) per common share | Loss per common share The Company computes basic loss per share by dividing net loss applicable to common shareholders by the weighted-average common shares outstanding for the period. Diluted loss per share reflects the potential dilution of earnings that could occur if securities or contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. Since the effect of common stock equivalents is anti-dilutive with respect to losses, these common stock equivalents have been excluded from the Company’s computation of loss per common share. Therefore, basic and diluted loss per common share for the years ended March 31, 2016 and 2015 are the same. |
Fair value | Fair value The Company follows the provisions of ASC 820, “Fair Value Measurement,” issued by the FASB for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value, requires certain disclosures and discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The Company chose not to elect the fair value option as prescribed by FASB, for its financial assets and liabilities that had not been previously carried at fair value. The Company’s financial instruments are comprised of current assets, current liabilities and a long-term loan. Current assets and current liabilities approximate fair value due to their short-term nature. |
Stock-based compensation | Stock-based compensation The cost of all share-based awards to employees, including grants of employee stock options and restricted stock, is recognized in the financial statements based on the fair value of the awards at grant date. The fair value of stock option awards is determined using the Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards is equal to the market price of Empire’s common stock on the date of grant. The fair value of share-based awards is recognized as stock-based compensation expense on a straight-line basis over the requisite service period from the date of grant. |
Income taxes | Income taxes The Company applies the asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates for the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Estimates and assumptions | Estimates and assumptions 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from estimates. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued new revenue recognition guidance, which will supersede nearly all existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the new guidance implements a five-step process for customer contract revenue recognition. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is prohibited. On July 9, 2015, the FASB reaffirmed the guidance in its April 29, 2015 proposed Accounting Standards Update ("ASU") that defers the effective date of the new revenue recognition standard by one year and allows early adoption as of the original effective date. Entities can transition to the new guidance either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is assessing the impact that the new revenue recognition guidance will have on the consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating its leases against the requirements of this pronouncement. In March 2016, FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which provides guidance for accounting for share based compensation for employees. Under ASU 2016-09, several aspects of the accounting for share-based payment award transactions are simplified, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management is assessing the impact that the new stock compensation guidance will have on the consolidated financial statements. |
Organization And Nature Of Bu18
Organization And Nature Of Business Organization and Nature of Business (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating Leases of Lessee Disclosure | Annual fixed rent payments under the Entertainment Village Lease are represented in the table below: Year ending December 31, Annual Fixed Rent Payments due by Period (in thousands) 2016 (1) $ — 2017 (2) 0 2018 (2) 0 2019 (2) 125 2020 (2) 150 2021 to 2056 (2) (3) 7,975 (1) From the date the Entertainment Village Lease commenced (the “Entertainment Village Lease Commencement Date”) and until the date on which the Entertainment Village opens for business, which is expected to be September 2018 (the “Entertainment Village Opening Date”), annual fixed rent payments shall equal to $0 . (2) From the Entertainment Village Opening Date and continuing for the first ten (10) years thereafter, annual fix rent shall equal $150,000 . (3) From December 2028 through the remainder of the term of the Entertainment Village Lease, annual fixed rent shall equal $250,000 . T he following table represents the annual fixed rent payments under the Casino Lease: Year ending December 31, Annual Fixed Rent Payments due by Period (in thousands) 2016 (1) $ 1,000 2017 (1) (2) 10,000 2018 (2) (3) 10,500 2019 (3) 7,500 2020 (3) 7,500 2021 to 2056 (3) 362,624 (1) Until February 29, 2016, the Company continued to make payments of $500,000 per month it would have made under that certain Option Agreement, originally executed on December 21, 2011 and last amended on June 20, 2014 (the “Original Option Agreement”). The Original Option Agreement, which granted to the Company the right to lease the parcel on which Montreign Resort Casino (the “Casino Parcel”) would be built, was superseded by the leases for the Casino Parcel, the Entertainment Village Parcel (as defined below) and the Golf Course Parcel. From March 1, 2016 until February 28, 2017, option payments made by the Company under the Original Option Agreement, which totaled $8.5 million , shall be applied against annual fixed rent due by the Company under the Casino Lease. (2) From March 1, 2017 through August 31, 2018, annual fixed rent shall equal $1 million per month. (3) From September 1, 2018 through the remainder of the term of the Casino Lease, annual fixed rent shall equal $7.5 million per year, subject to an eight percent ( 8% ) escalation every five years. Annual fixed rent payments under the Golf Course Lease are represented in the table below: Year ending December 31, Annual Fixed Rent Payments due by Period (in thousands) 2016 (1) $ — 2017 (2) 0 2018 (2) 0 2019 (2) 125 2020 (2) 150 2021 to 2056 (2) (3) 7,975 (1) From the date the Golf Course Lease commenced (the “Golf Course Lease Commencement Date”) and until the date on which the Golf Course opens for business, which is expected to be in Spring 2018 (the “Golf Course Opening Date”), annual fixed rent payments shall equal to $0 . (2) From the Golf Course Opening Date and continuing for the first ten (10) years thereafter, annual fix rent shall equal $150,000 . (3) From December 2028 through the remainder of the term of the Golf Course Lease, annual fixed rent shall equal $250,000 . |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of retail value amounts included in promotional allowances | The retail value amounts included in promotional allowances for the three months ended March 31, 2016 and 2015 are as follows: March 31, 2016 2015 (in thousands) Food and beverage $ 360 $ 341 Non-subsidized free play 589 (128 ) Players club awards 119 25 Total retail value of promotional allowances $ 1,068 $ 238 |
Summary of estimated cost of providing complimentary food, beverages and other items | The estimated cost of providing complimentary food, beverage and other items for the three months ended March 31, 2016 and 2015 are as follows: March 31, 2016 2015 (in thousands) Food and beverage $ 530 $ 535 Non-subsidized free play 347 (75 ) Players club awards 119 25 Total cost of promotional allowances $ 996 $ 485 |
Summary of the approximate number of common stock equivalents outstanding | The following table shows the approximate number of common stock equivalents outstanding at March 31, 2016 and 2015 that could potentially dilute basic loss per share in the future, but were not included in the calculation of diluted loss per share for the three months ended March 31, 2016 and 2015, because their inclusion would have been anti-dilutive. Outstanding at March 31, 2016 2015 Options 52,000 148,400 Warrants 133,000 216,600 Option Matching Rights 22,000 237,000 Restricted stock 199,000 21,400 Shares to be issued upon conversion of long-term loan, related party — 1,315,000 Total 406,000 1,938,400 |
Property and Equipment Property
Property and Equipment Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment at March 31, 2016 and December 31, 2015 consists of: (in thousands) 3/31/2016 12/31/2015 Land $ 770 $ 770 Land improvements 1,732 1,732 Buildings 4,727 4,727 Building improvements 27,301 27,284 Vehicles 302 280 Furniture, fixtures and equipment 3,903 3,894 Construction in Progress 175 197 38,910 38,884 Less—Accumulated depreciation (13,431 ) (13,095 ) $ 25,479 $ 25,789 |
Accrued Expenses and Other Cu21
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities, as presented on the balance sheet, are comprised of the following at March 31, 2016 and December 31, 2015: (in thousands) 3/31/2016 12/31/2015 Liability for horseracing purses $ 994 $ 529 Accrued payroll 1,157 1,719 Series E payable — 1,500 Accrued redeemable points 116 67 Liability to NYSGC 1,224 1,012 Liability for local progressive jackpot 801 927 Accrued Development Projects costs 25,925 10,811 Accrued professional fees 1,934 844 Federal tax withholding payable 154 154 Accrued other 1,680 1,664 Total accrued expenses and other current liabilities $ 33,985 $ 19,227 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table represents the minimum lease payments under the Company's operating leases: Payments due by Period (in thousands) Year ending December 31, Total Lease Payments 2016 $ 1,000 2017 10,000 2018 10,500 2019 7,750 2020 7,800 2021 to 2056 378,574 Total $ 415,624 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of the bonus element gave rise to the following adjustments to the weighted average number of common shares and loss per common share for the three months ended March 31, 2015: Three months ending March 31, 2015 (in thousands, except per share) Weighted average number of common shares, as reported 8,974 Adjustment 1,458 Weighted average number of common shares, as adjusted 10,432 Loss per common share, as reported $ (0.46 ) Adjustment $ (0.07 ) Loss per common share, as adjusted $ (0.39 ) |
Organization And Nature Of Bu24
Organization And Nature Of Business - Additional Information (Details) | Mar. 07, 2016USD ($) | Mar. 01, 2016USD ($) | Feb. 17, 2016shares | Jan. 04, 2016USD ($)shares | Dec. 28, 2015 | Sep. 22, 2015USD ($) | Sep. 21, 2015USD ($) | Feb. 06, 2015USD ($)$ / sharesshares | Jan. 05, 2015USD ($) | Jan. 02, 2015USD ($) | Mar. 19, 2013 | Jun. 30, 2014USD ($) | Mar. 31, 2016USD ($)aft²restauranttable_gameelectronic_table_gameseatvideo_gaming_machineslot_machinevideo_lottery_terminalmistoryemployeeroom$ / sharesshares | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Apr. 23, 2014USD ($) | Feb. 12, 2014shares | Feb. 16, 2011shares | Feb. 15, 2011shares |
Subsequent Event [Line Items] | ||||||||||||||||||||
Size of Video Gaming Machine and Harness Horse Racing Facility | ft² | 45,000 | |||||||||||||||||||
Distance from Location | mi | 90 | |||||||||||||||||||
Number of Video Gaming Machine | video_gaming_machine | 1,110 | |||||||||||||||||||
Number of Video Lottery Terminals | video_lottery_terminal | 1,070 | |||||||||||||||||||
Number of Electronic Table Game | electronic_table_game | 40 | |||||||||||||||||||
Gaming Facility License Term | 10 years | |||||||||||||||||||
Gaming Facility Renewal Term | 10 years | |||||||||||||||||||
Project Development, Minimum Capital Investment, Percent Bonded | 10.00% | |||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | $ 651,400,000 | $ 854,000,000 | ||||||||||||||||||
Minimum Number of Full Time Jobs | employee | 1,425 | |||||||||||||||||||
Minimum Number of Part Time Jobs | employee | 96 | |||||||||||||||||||
Project Development Costs Option Agreement Payment | $ 8,500,000 | |||||||||||||||||||
Application Fees, Gaming Facility License | $ 1,000,000 | |||||||||||||||||||
Project Development, Minimum Capital Investment Deposit, Payment | 85,400,000 | $ 85,400,000 | ||||||||||||||||||
Cash collateral for deposit bond | 15,000,000 | $ 0 | ||||||||||||||||||
Payment for License Fee | 51,000,000 | 0 | ||||||||||||||||||
Tax Rate On Slot Machines | 39.00% | |||||||||||||||||||
Tax Rate On Tables | 10.00% | |||||||||||||||||||
Annual Binding Supplemental Fee | $ 500 | |||||||||||||||||||
Estimated Tax Abatement Period Of Recognition | 16 years | |||||||||||||||||||
Assets, Current | 20,968,000 | 13,750,000 | ||||||||||||||||||
Liabilities, Current | 36,138,000 | 20,471,000 | ||||||||||||||||||
Accrued Development Projects cost | 25,925,000 | 10,811,000 | ||||||||||||||||||
Operating Income (Loss) | (4,764,000) | (3,359,000) | ||||||||||||||||||
Development expenses | 3,067,000 | 2,423,000 | ||||||||||||||||||
Project Development Costs Eligible to be Capitalized | 41,200,000 | |||||||||||||||||||
Capitalized project development costs | $ 51,600,000 | 10,400,000 | ||||||||||||||||||
Security Deposit, Minimum Capital Investment Expensed for Deposit to be Releases, Percent | 85.00% | |||||||||||||||||||
Cash collateral for deposit bond | $ 15,000,000 | $ 2,000 | ||||||||||||||||||
Debt Instrument Covenant, Equity Investment Required | $ 301,000,000 | |||||||||||||||||||
Commitment Fee, Percent of Amount Raised, Percent | 1.00% | |||||||||||||||||||
Capital | $ 50,000,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 20,138,888 | |||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 14.40 | |||||||||||||||||||
Common Stock, Shares Authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 95,000,000 | ||||||||||||||||
Sale of Stock, Consideration Receivable for Future Issuances | $ 83,700,000 | |||||||||||||||||||
Converted instrument, shares issued (in shares) | shares | 1,332,058 | |||||||||||||||||||
Basic Subscription and Over-subscription Rights [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 176,086 | |||||||||||||||||||
EPT Concord II, LLC [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | a | 1,700 | |||||||||||||||||||
Montreign [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Gaming Facility License Fee | $ 51,000,000 | |||||||||||||||||||
Security Deposit | $ 65,000,000 | |||||||||||||||||||
Security Deposit Required Next Fiscal Year | 20,000,000 | |||||||||||||||||||
Security Deposit Required In Two Years | $ 30,000,000 | |||||||||||||||||||
Project Parties [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Minimum Capital Investment, Percent Bonded | 10.00% | |||||||||||||||||||
Cash collateral for deposit bond | $ 65,000,000 | |||||||||||||||||||
EPR Member [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Minimum Capital Investment, Percent Bonded | 10.00% | |||||||||||||||||||
Cash collateral for deposit bond | $ 20,000,000 | |||||||||||||||||||
Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Equity Investment Commitment | 375,000,000 | $ 150,000,000 | ||||||||||||||||||
Montreign Resort Casino [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 90,000 | |||||||||||||||||||
Number of Slot Machine | slot_machine | 2,150 | |||||||||||||||||||
Number of Table Games | table_game | 102 | |||||||||||||||||||
Number of stories | story | 18 | |||||||||||||||||||
Number of Rooms | room | 332 | |||||||||||||||||||
Number of Garden Suite Units in Real Estate Property | room | 8 | |||||||||||||||||||
Number of 1,800 sq ft Two-Story Villas in Real Estate Property | room | 7 | |||||||||||||||||||
Number of Penthouse Units in Real Estate Property | room | 12 | |||||||||||||||||||
Number of VIP Gaming Salons | room | 6 | |||||||||||||||||||
Size of Multi-functional Space | ft² | 27,000 | |||||||||||||||||||
Capacity of Multi-purpose Space | seat | 1,300 | |||||||||||||||||||
Area of Meeting Space | ft² | 7,000 | |||||||||||||||||||
Area of Spa | ft² | 7,500 | |||||||||||||||||||
Number of Restaurants | restaurant | 7 | |||||||||||||||||||
Number of Bars | restaurant | 4 | |||||||||||||||||||
Golf Course and Entertainment Village [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Area of Real Estate Property, Phase One | ft² | 50,000 | |||||||||||||||||||
Entertainment Village [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | $ 25,000,000 | |||||||||||||||||||
Entertainment Village [Member] | Project Parties [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | 25,000,000 | |||||||||||||||||||
Casino Project [Member] | Project Parties [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | 611,000,000 | |||||||||||||||||||
Golf Course [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | 15,000,000 | |||||||||||||||||||
Golf Course [Member] | Project Parties [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | 15,000,000 | |||||||||||||||||||
Waterpark [Member] | EPR Member [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project Development, Future Minimum Capital Investment, Excluding License Fee | $ 120,000,000 | |||||||||||||||||||
Minimum | Entertainment Village [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 150,000 | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Non Taxable Free Play Allowance on First $100 Million, Percent | 15.00% | |||||||||||||||||||
Maximum | Entertainment Village [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Area of Real Estate Property | ft² | 200,000 | |||||||||||||||||||
Monticello Harness Horsemens Association [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Agreement, Contractual Term Extension | 7 years | |||||||||||||||||||
Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 6,825,985 | |||||||||||||||||||
Kien Huat Realty Limited [Member] | Basic Subscription Rights [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 13,136,817 | |||||||||||||||||||
Casino Lease [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Operating Leases, Annual Rent, Percent of Gaming Revenue | 5.00% | |||||||||||||||||||
Casino Lease [Member] | EPT Concord II, LLC [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Notice To Terminate Lease | 12 months | |||||||||||||||||||
Regulated Revenue [Member] | Revenue from Monticello Casino and Raceway [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Percent of Video Game Machine Revenue Distributed to Casino | 41.00% | |||||||||||||||||||
Transferable Subscription Rights | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Agreement To Exercise Additional Rights, Proceeds from Offering | 286,000,000 | $ 170,700,000 | ||||||||||||||||||
Value of subscription rights to be exercised, maximum | $ 290,000,000 | |||||||||||||||||||
Sale of stock, commitment fee | 1,450,000 | |||||||||||||||||||
Sale of stock, expenses reimbursed (not exceeding) | $ 50,000 | |||||||||||||||||||
Common Stock, Shares Authorized | shares | 20,138,888 | |||||||||||||||||||
License Grant Rights Offering [Member] | Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Agreement to Exercise Additional Rights, Participation Amount | $ 150,000,000 | 290,000,000 | ||||||||||||||||||
Follow-On Rights Offering [Member] | Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Agreement to Exercise Additional Rights, Participation Amount | 35,000,000 | |||||||||||||||||||
Non-Transferable Subscription Rights [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Agreement To Exercise Additional Rights, Proceeds from Offering | $ 50,000,000 | |||||||||||||||||||
Non-Transferable Subscription Rights [Member] | Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Commitment Fee, Portion Paid | 250,000 | |||||||||||||||||||
Commitment Fee, Expenses Reimbursed | $ 40,000 | |||||||||||||||||||
Shelf Registration [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common Stock, Shares Authorized | shares | 250,000,000 | |||||||||||||||||||
Land Lease Expense [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | 2,600,000 | |||||||||||||||||||
Legal, Construction Manager Costs, Consultants, And Other Professional Services [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | 200,000 | 600,000 | ||||||||||||||||||
Insurance Expense [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | 100,000 | |||||||||||||||||||
Property Tax Expense [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | 100,000 | |||||||||||||||||||
Other Expense [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | $ 100,000 | |||||||||||||||||||
Agreement Payments [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | 1,100,000 | |||||||||||||||||||
Architectural, Engineering, Construction Manager, and Subcontractor [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Project development costs incurred | $ 700,000 | |||||||||||||||||||
Capitalized project development costs | $ 10,300,000 | |||||||||||||||||||
Senior Secured Credit Facility [Member] | Credit Suisse AG [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 545,000,000 | $ 478,000,000 | ||||||||||||||||||
Line of Credit Facility, Reduction Amount | $ 70,000,000 | |||||||||||||||||||
Execution of Commitment Letter [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Commitment Fee, Percent of Amount Raised, Percent | 0.50% | |||||||||||||||||||
Rights Offering Launched [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Commitment Fee, Percent of Amount Raised, Percent | 0.50% | |||||||||||||||||||
Common Stock | Transferable Subscription Rights | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares, Issued | shares | 20,138,888 | |||||||||||||||||||
Common Stock | Non-Transferable Subscription Rights [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Agreement To Exercise Additional Rights, Proceeds from Offering | $ 49,500,000 | |||||||||||||||||||
Basic Subscription Rights, Exercise Period After Grant | 10 days | |||||||||||||||||||
Agreement To Exercise Additional Rights, Aggregate Amount Threshold | $ 50,000,000 | |||||||||||||||||||
Shares, Issued | shares | 1,408,451 | |||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 35.50 | |||||||||||||||||||
Common Stock | Non-Transferable Subscription Rights [Member] | Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares, Issued | shares | 864,360 | |||||||||||||||||||
Common Stock | Standby Purchase Agreement [Member] | Kien Huat Realty Limited [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares, Issued | shares | 6,825,985 | 533,433 | ||||||||||||||||||
Basic Subscription Rights [Member] | Common Stock | Transferable Subscription Rights | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares, Issued | shares | 176,086 | |||||||||||||||||||
Basic Subscription Rights [Member] | Common Stock | Non-Transferable Subscription Rights [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares, Issued | shares | 10,658 | |||||||||||||||||||
Kien Haut Note [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Converted instrument, shares issued (in shares) | shares | 1,332,058 |
Organization And Nature Of Bu25
Organization And Nature Of Business - Schedule of Rent Payments (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | 18 Months Ended | 460 Months Ended |
Feb. 29, 2016 | Mar. 31, 2016 | Feb. 28, 2017 | Aug. 31, 2018 | Dec. 31, 2056 | |
Operating Leased Assets [Line Items] | |||||
2,017 | $ 10,000,000 | ||||
2,018 | 10,500,000 | ||||
2,019 | 7,750,000 | ||||
2,020 | 7,800,000 | ||||
2021 to 2056 | 378,574,000 | ||||
Casino Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
2,016 | 1,000,000 | ||||
2,017 | 10,000,000 | ||||
2,018 | 10,500,000 | ||||
2,019 | 7,500,000 | ||||
2,020 | 7,500,000 | ||||
2021 to 2056 | 362,624,000 | ||||
Monthly fixed rent | $ 500,000 | ||||
Golf Course Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
2,016 | 0 | ||||
2,017 | 0 | ||||
2,018 | 0 | ||||
2,019 | 125,000 | ||||
2,020 | 150,000 | ||||
2021 to 2056 | 7,975,000 | ||||
Annual fixed rent, before opening | 0 | ||||
Annual fixed rent, first ten years | 150,000 | ||||
Annual fixed rent, after ten years | 250,000 | ||||
Entertainment Village Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
2,016 | 0 | ||||
2,017 | 0 | ||||
2,018 | 0 | ||||
2,019 | 125,000 | ||||
2,020 | 150,000 | ||||
2021 to 2056 | 7,975,000 | ||||
Annual fixed rent, before opening | 0 | ||||
Annual fixed rent, first ten years | 150,000 | ||||
Annual fixed rent, after ten years | $ 250,000 | ||||
Scenario, Forecast [Member] | Casino Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Option payment total | $ 8,500,000 | ||||
Annual fixed rent | $ 1,000,000 | $ 7,500,000 | |||
Escalation percent increase every five years | 8.00% |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Promotional Allowances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total retail value of promotional allowances | $ 1,068 | $ 238 |
Total cost of promotional allowances | 996 | 485 |
Food and Beverage | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total retail value of promotional allowances | 360 | 341 |
Total cost of promotional allowances | 530 | 535 |
Non Subsidized Free Play | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total retail value of promotional allowances | 589 | (128) |
Total cost of promotional allowances | 347 | (75) |
Players Club Awards | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total retail value of promotional allowances | 119 | 25 |
Total cost of promotional allowances | $ 119 | $ 25 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 171 | $ 171,000 |
Total unrecognized compensation | $ 3,600 | |
Vesting period for unrecognized compensation cost to be recognized (in years) | 4 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Stock option equivalents (Details) - shares | Mar. 31, 2016 | Mar. 31, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 406,000 | 1,938,400 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 52,000 | 148,400 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 133,000 | 216,600 |
Option matching rights [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 22,000 | 237,000 |
Restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 199,000 | 21,400 |
Shares to be issued upon conversion of convertible of long-term loan, related party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 0 | 1,315,000 |
Property and Equipment Proper29
Property and Equipment Property and Equipment (Details) - USD ($) $ in Thousands | Feb. 06, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 38,910 | $ 38,884 | ||
Less—Accumulated depreciation | (13,431) | (13,095) | ||
Property and equipment, net | 25,479 | 25,789 | ||
Depreciation | 336 | $ 333 | ||
Capitalized project development costs | 51,600 | 10,400 | ||
Cash for development of the Development Projects | 170,694 | 15,472 | ||
Architectural, Engineering, Construction Manager, and Subcontractor [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized project development costs | 10,300 | |||
Legal Expense [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized project development costs | 127 | |||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 770 | 770 | ||
Land Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 1,732 | 1,732 | ||
Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 4,727 | 4,727 | ||
Building Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 27,301 | 27,284 | ||
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 302 | 280 | ||
Furniture, fixtures and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 3,903 | 3,894 | ||
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 175 | 197 | ||
Transferable Subscription Rights | ||||
Property, Plant and Equipment [Line Items] | ||||
Agreement To Exercise Additional Rights, Proceeds from Offering | $ 286,000 | $ 170,700 | ||
Cash for development of the Development Projects | $ 15,400 |
Accrued Expenses and Other Cu30
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Liability for horseracing purses | $ 994 | $ 529 |
Accrued payroll | 1,157 | 1,719 |
Accrued redeemable points | 116 | 67 |
Liability to NYSGC | 1,224 | 1,012 |
Liability for local progressive jackpot | 801 | 927 |
Accrued Development Projects cost | 25,925 | 10,811 |
Accrued professional fees | 1,934 | 844 |
Federal tax withholding payable | 154 | 154 |
Accrued other | 1,680 | 1,664 |
Total accrued expenses and other current liabilities | 33,985 | 19,227 |
Series E | ||
Class of Stock [Line Items] | ||
Series E payable | $ 0 | $ 1,500 |
Long-Term Loan, Related Party (
Long-Term Loan, Related Party (Details) - USD ($) $ in Millions | Feb. 17, 2016 | Jun. 26, 2014 | Dec. 31, 2015 | Nov. 17, 2010 |
Debt Instrument [Line Items] | ||||
Periodic payment, principal | $ 17.4 | $ 17.6 | ||
Converted instrument, shares issued (in shares) | 1,332,058 | |||
Bridge Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount of promissory note | $ 35 |
Bryanston Settlement (Details)
Bryanston Settlement (Details) - USD ($) $ in Thousands | Mar. 07, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Interest expense | $ 411 | $ 679 | |
Series E | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Payments for Repurchase of Private Placement | $ 30,700 | ||
Redemption of preferred stock | $ 1,500 | ||
Mandatorily Redeemable Preferred Stock | Series E | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Interest expense | $ 200 | $ 310,000,000 |
Stockholders Equity - Authorize
Stockholders Equity - Authorized Capital (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 | Feb. 16, 2011 | Feb. 15, 2011 |
Stockholders' Equity Note [Abstract] | ||||
Capital stock, shares authorized (in shares) | 155,000,000 | 100,000,000 | ||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 95,000,000 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Stockholders' Equity - Common a
Stockholders' Equity - Common and Preferred Stock (Details) | Mar. 02, 2016USD ($) | Feb. 17, 2016USD ($)shares | Jan. 04, 2016USD ($)shares | Mar. 31, 2016USD ($)vote_per_stock$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2015$ / sharesshares | Feb. 09, 2015USD ($)shares | Feb. 06, 2015shares | Dec. 31, 2014USD ($)shares | Feb. 16, 2011shares | Feb. 15, 2011shares |
Class of Stock [Line Items] | |||||||||||
Common Stock, Shares Authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 95,000,000 | |||||||
Proceeds from rights offering, net of expenses | $ | $ 286,000,000 | $ 286,032,000 | $ 49,528,000 | ||||||||
Common stock dividends (in shares) | shares | 5,102 | ||||||||||
Series B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Voting rights per stock (vote per stock) | vote_per_stock | 0.16 | ||||||||||
Shares convertible for each stock (in shares) | shares | 0.054 | ||||||||||
Preferred stock, per share liquidation value (usd per share) | $ / shares | $ 29 | $ 29 | |||||||||
Dividends declared per share (usd per share) | $ / shares | $ 2.90 | ||||||||||
Preferred stock, shares outstanding (in shares) | shares | 44,000 | 44,258 | 44,258 | ||||||||
Dividends, Preferred Stock, Cash | $ | $ 167,000 | $ 167,000 | |||||||||
Dividends, Preferred Stock, Multiplier | 1.3 | ||||||||||
Common stock dividends, declared and undeclared | $ | $ 159,000 | ||||||||||
Common stock dividends, undeclared | $ | $ 159,000 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Price per share on issuable shares (usd per share) | $ / shares | $ 3.77 | ||||||||||
Number of trading dates used to calculated price per share | 20 days | ||||||||||
Transferable Subscription Rights | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common Stock, Shares Authorized | shares | 20,138,888 | ||||||||||
Proceeds from Issuance of Private Placement | $ | $ 290,000,000 | ||||||||||
Value of subscription rights to be exercised within 10 days of commencement | $ | $ 30,000,000 | ||||||||||
Value of subscription rights to be exercised, maximum | $ | 290,000,000 | ||||||||||
Sale of stock, commitment fee | $ | $ 1,450,000 | ||||||||||
Sale of stock, commitment fee, percent | 0.50% | ||||||||||
Sale of stock, expenses reimbursed (not exceeding) | $ | $ 50,000 | ||||||||||
Common Stock | Transferable Subscription Rights | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Issued | shares | 20,138,888 | ||||||||||
Common Stock | Basic Subscription Rights [Member] | Transferable Subscription Rights | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Issued | shares | 176,086 | ||||||||||
Common Stock | Over Subscription Rights [Member] | Transferable Subscription Rights | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Issued | shares | 13,136,817 | ||||||||||
Kien Huat Realty Limited [Member] | Common Stock | Standby Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares, Issued | shares | 6,825,985 | 533,433 | |||||||||
Kien Huat Realty Limited [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Noncontrolling interest, ownership percentage by parent | 88.70% |
Concentration (Details)
Concentration (Details) - Accounts Receivable - Credit Concentration Risk - debtor | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Concentration Risk [Line Items] | ||
Number of debtors | 1 | 1 |
Hawthorne OTB | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 15.50% | 11.10% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Apr. 15, 2016 | Dec. 22, 2015 | Apr. 28, 2015 | Jan. 15, 2014 | Jul. 31, 2011 | Dec. 31, 2010 |
Empire | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Percent of net win payable from VGM activities | 8.75% | |||||
Amount of net win from VGM activities | $ 5,000,000 | |||||
Concord | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
VGM Shortfall | $ 300,000 | |||||
Damages in an amount | $ 308,000 | |||||
Reduction in damages sought, value | $ 122,562 | |||||
Litigation settlement, amount | $ 183,097 | |||||
Subsequent Event [Member] | Concord | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Proceeds from legal settlements | $ 188,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies - Operating Leases (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 1,000 |
2,017 | 10,000 |
2,018 | 10,500 |
2,019 | 7,750 |
2,020 | 7,800 |
Thereafter | 378,574 |
Total | $ 415,624 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Feb. 10, 2016 | Dec. 31, 2015 |
Director | ||
Related Party Transaction | ||
Professional Fees | $ 2,100 | $ 428 |
Loss Per Share (Details)
Loss Per Share (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Discount percent | 20.00% | |
Weighted average number of common shares (in shares) | 10,432 | |
Loss per common share (in dollars per share) | $ (0.39) | |
Scenario, Previously Reported | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of common shares (in shares) | 8,974 | |
Loss per common share (in dollars per share) | $ (0.46) | |
Restatement Adjustment | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of common shares (in shares) | 1,458 | 1,458 |
Loss per common share (in dollars per share) | $ (0.07) |