Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | EMPIRE RESORTS INC | |
Entity Central Index Key | 0000906780 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,413,459 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 13,958 | $ 28,338 |
Restricted cash | 143 | 373 |
Accounts receivable, net | 7,866 | 5,965 |
Inventory | 959 | 936 |
Prepaid expenses and other current assets | 10,828 | 8,026 |
Total current assets | 33,754 | 43,638 |
Property and equipment, net | 692,848 | 697,679 |
Capitalized Development Projects costs | 6,884 | 5,724 |
Restricted cash for Development Projects | 15,889 | 21,039 |
Intangible asset, net | 43,639 | 45,216 |
Operating lease right-of-use assets, net | 65,465 | 0 |
Other assets | 25,785 | 33,130 |
Total assets | 884,264 | 846,426 |
Current liabilities: | ||
Accounts payable | 9,910 | 9,894 |
Current portion of long-term debt | 46,388 | 48,004 |
Accrued Development Projects costs | 4,438 | 4,922 |
Accrued expenses and other current liabilities | 31,358 | 33,678 |
Total current liabilities | 92,094 | 96,498 |
Long-term loan, related party, net of debt issuance costs | 31,939 | 30,954 |
Long-term debt, net of current portion | 491,833 | 495,693 |
Other long-term liabilities | 78,089 | 11,442 |
Total liabilities | 693,955 | 634,587 |
Stockholders’ equity: | ||
Common stock | 344 | 344 |
Additional paid-in capital | 667,665 | 651,623 |
Accumulated other comprehensive loss | (184) | (219) |
Accumulated deficit | (477,517) | (439,910) |
Total stockholders’ equity | 190,309 | 211,839 |
Total liabilities and stockholders’ equity | 884,264 | 846,426 |
Series B | ||
Stockholders’ equity: | ||
Preferred stock | 1 | 1 |
Series F Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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) | 32,717,000 | 32,560,000 |
Common stock, shares outstanding (shares) | 32,717,000 | 32,560,000 |
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 | 44,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Stockholders' Equity/(Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Series B | Series F Preferred Stock | Preferred StockSeries B | Preferred StockSeries F Preferred Stock | Common Stock | Additional paid-in capital | Additional paid-in capitalSeries F Preferred Stock | Other Comprehensive Loss | Accumulated deficit | Accumulated deficitSeries B |
Balances, shares, beginning balance at Dec. 31, 2017 | 44 | 0 | 32,560 | ||||||||
Balances, beginning balance at Dec. 31, 2017 | $ 271,321 | $ 0 | $ 0 | $ 326 | $ 572,342 | $ (315) | $ (301,032) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Declared and paid dividends on preferred stock | $ (32) | $ (32) | |||||||||
Common stock issued from exercise of rights offering, shares | 200 | ||||||||||
Common stock issued from exercise of rights offering | 4,720 | $ 2 | 4,718 | ||||||||
Options exercised, shares | 3 | ||||||||||
Options exercised | 50 | 50 | |||||||||
Stock-based compensation | 547 | 547 | |||||||||
Comprehensive income | 115 | 115 | |||||||||
Stockholders' Equity, Other Shares | (27) | ||||||||||
Stockholders' Equity, Other | (1,455) | (1,455) | |||||||||
Net loss | (26,233) | (26,233) | |||||||||
Balances, shares, endings balance at Mar. 31, 2018 | 44 | 0 | 32,736 | ||||||||
Balances, ending balance at Mar. 31, 2018 | 248,979 | $ 0 | $ 0 | $ 328 | 576,202 | (200) | (327,351) | ||||
Balances, shares, beginning balance at Dec. 31, 2018 | 44 | 0 | 34,403 | ||||||||
Balances, beginning balance at Dec. 31, 2018 | 211,839 | $ 0 | $ 1 | $ 344 | 651,623 | (219) | (439,910) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Declared and paid dividends on preferred stock | $ (32) | $ (32) | |||||||||
Stock issuance, shares | 20 | ||||||||||
Stock issuance | 0 | $ 14,340 | $ 14,340 | ||||||||
Stock-based compensation | 1,808 | 1,808 | |||||||||
Comprehensive income | 35 | 35 | |||||||||
Stockholders' Equity, Other Shares | (10) | ||||||||||
Stockholders' Equity, Other | (106) | (106) | |||||||||
Net loss | (37,575) | (37,575) | |||||||||
Balances, shares, endings balance at Mar. 31, 2019 | 44 | 0 | 34,413 | ||||||||
Balances, ending balance at Mar. 31, 2019 | $ 190,309 | $ 0 | $ 1 | $ 344 | $ 667,665 | $ (184) | $ (477,517) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Net revenues | $ 57,614 | $ 33,641 |
Operating costs and expenses: | ||
Selling, general and administrative | 18,093 | 13,297 |
Development Projects | 17 | 11,095 |
Depreciation and amortization | 9,975 | 5,708 |
Total operating costs and expenses | 76,244 | 57,629 |
Loss from operations | (18,630) | (23,988) |
Interest expense | (17,269) | (2,396) |
Other income (expense) | (1,882) | (225) |
Interest income | 206 | 376 |
Loss before income taxes | (37,575) | (26,233) |
Income tax provision | 0 | 0 |
Net loss | (37,575) | (26,233) |
Dividends on Series B Preferred Stock | (32) | (32) |
Net loss applicable to common stockholders | $ (37,607) | $ (26,265) |
Weighted average common shares outstanding, basic (shares) | 34,402 | 32,538 |
Weighted average common shares outstanding, diluted (shares) | 34,402 | 32,538 |
Loss per common share, basic (usd per share) | $ (1.09) | $ (0.81) |
Loss per common share, diluted (usd per share) | $ (1.09) | $ (0.81) |
Unrealized income (loss) on Interest Rate Cap | $ 35 | $ 115 |
Comprehensive loss | (37,540) | (26,118) |
Gaming | ||
Revenues: | ||
Gross revenues | 44,622 | 28,646 |
Operating costs and expenses: | ||
Cost of goods and services sold | 35,333 | 21,336 |
Racing | ||
Revenues: | ||
Gross revenues | 1,263 | 1,364 |
Operating costs and expenses: | ||
Cost of goods and services sold | 2,197 | 1,708 |
Food and beverage | ||
Revenues: | ||
Gross revenues | 7,614 | 2,572 |
Operating costs and expenses: | ||
Cost of goods and services sold | 8,121 | 3,566 |
Room | ||
Revenues: | ||
Gross revenues | 2,490 | 684 |
Operating costs and expenses: | ||
Cost of goods and services sold | 2,492 | 857 |
Other | ||
Revenues: | ||
Gross revenues | 1,625 | 375 |
Operating costs and expenses: | ||
Other | $ 16 | $ 62 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows provided by (used in) operating activities: | ||
Net loss | $ (37,575) | $ (26,233) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 8,398 | 4,656 |
Amortization of gaming license | 1,577 | 1,052 |
Amortization of debt issuance costs | 1,435 | 417 |
Amortization of operating leases | 618 | |
Net recovery of doubtful accounts | (3) | 0 |
Non-cash interest expense | 945 | 0 |
Loss on disposal of property and equipment | 23 | 0 |
Stock-based compensation | 1,808 | 5,794 |
Warrants issued in legal settlement | ||
Accounts receivable | (1,898) | (767) |
Inventories | (23) | (1,263) |
Prepaid expenses and other current assets | (2,801) | (1,760) |
Accounts payable | 16 | 9,571 |
Accrued expenses and other current liabilities | 152 | 10,399 |
Net cash provided by (used in) operating activities | (27,328) | 1,866 |
Cash flows provided by (used in) investing activities: | ||
Purchase of property and equipment | (3,731) | (102) |
Capitalized Development Projects costs | (1,503) | (97,160) |
Repayment of equipment loans | 0 | 35,000 |
Net change in investments for Development Projects | 0 | 61,048 |
Other | 0 | 13 |
Net cash used in investing activities | (5,234) | (1,201) |
Cash flows provided by (used in) financing activities: | ||
Series B Preferred Stock dividend payment | (32) | (32) |
Proceeds from exercise of stock options and option matching rights | 0 | 50 |
Payment of debt issuance costs and Interest Rate Cap fees | 0 | (277) |
Other payments | (106) | (1,455) |
Net cash provided by financing activities | 12,802 | 10,923 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (19,760) | 11,588 |
Cash, cash equivalents and restricted cash, beginning of period | 49,750 | 53,055 |
Cash, cash equivalents and restricted cash, end of period | 29,990 | 64,643 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 14,500 | 11,441 |
Non-cash investing and financing activities: | ||
Project Development Costs | 4,438 | 43,802 |
Term Loan Facility, Term B Loan [Member] | ||
Cash flows provided by (used in) financing activities: | ||
Proceeds from issuance of debt | 19,800 | 0 |
Term Loan Facility, Term A Loan [Member] | ||
Cash flows provided by (used in) financing activities: | ||
Proceeds from issuance of debt | 0 | 13,000 |
Term Loan Facility, Term Loans [Member] | ||
Cash flows provided by (used in) financing activities: | ||
Repayment of loans | (2,969) | 0 |
Equipment Loans [Member] | ||
Cash flows provided by (used in) financing activities: | ||
Repayment of loans | $ (3,891) | $ (363) |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business Overview Empire Resorts, Inc. (“Empire,” and, together with its subsidiaries, the “Company,” “us,” “our” or “we”) was organized as a Delaware corporation on March 19, 1993 and, since that time, has served as a holding company for various subsidiaries engaged in the hospitality and gaming industries. Our indirect, wholly-owned subsidiary, Montreign Operating Company, LLC, doing business as Resorts World Catskills ("Montreign Operating"), owns and operates Resorts World Catskills, a casino resort (the "Casino"), which is located at the approximately 1,700-acre site of a four-season destination resort (the "Destination Resort") in Sullivan County, New York, approximately 90 miles from New York City. The Destination Resort at which Resorts World Catskills is located also includes a 101-room lifestyle hotel ("The Alder"), adjacent to the Casino. The Alder is owned and operated by Empire Resorts Real Estate II, LLC ("ERREII"), a wholly-owned subsidiary of Montreign Operating. Empire Resorts I, LLC ("ERREI"), which is a wholly-owned subsidiary of Montreign Operating, is developing a golf course (the "Golf Course Project" and together with the Casino and The Alder, the "Development Projects") at the Destination Resort. On March 25, 2019, the NYSGC approved a request by Montreign Operating to adjust certain conditions of the gaming facility license (the "Gaming Facility License") with respect to the Casino which would reduce the minimum number of slot machines from no less than 2,150 to no less than 1,600. Through our wholly-owned subsidiary, Monticello Raceway Management, Inc. ("MRMI"), we own and operate Monticello Casino and Raceway, which began racing operations in 1958 in Monticello, New York, which is proximate to the Casino. Monticello Casino and Raceway featured a video gaming machine ("VGM") and harness horseracing facility. VGM operations and food and beverage service at Monticello Casino and Raceway ceased on April 23, 2019. We generate 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 our races to offsite pari-mutuel wagering facilities. Following our announcement that VGM operations would cease at Monticello Casino and Raceway, legislation was proposed to eliminate our license to operate a VGM facility and to enable Catskill OTB to operate a similarly-sized VGM facility in the Catskill region, other than in Sullivan, Tioga or Westchester counties. Subsequently, there have been discussions of locating a VGM facility operated by Catskill OTB in Orange County, New York. We are vigorously opposing this legislation and the operation of such a facility in Orange County, New York by a third party. At the request of legislators, we have provided analysis of the economic benefits of locating our VGM facility in Orange County, New York. The operation of any VGM facility in Orange County, New York would require New York State to enact laws allowing for such operation. Basis for Presentation The condensed consolidated financial statements and notes as of March 31, 2019 and December 31, 2018 and for the three- month periods ended March 31, 2019 and March 31, 2018 include the accounts of Empire and its subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared under the rules and regulations of the Securities and Exchange Commission ("SEC") applicable for interim periods, and therefore do not include all information necessary for complete financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Our financial statements require the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent liabilities. Actual amounts could differ from those estimates. These condensed consolidated financial statements reflect all adjustments (consisting primarily of normal recurring accruals) which are, in the Company’s opinion, necessary for a fair presentation of 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, 2018. The results of operations for our interim periods may not be necessarily indicative of the results of operations that may be achieved for the entire year. Liquidity and Capital Resources The accompanying 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. Historically and prospectively, our primary sources of liquidity and capital resources have been, and will continue to be, cash flow from operations, borrowings from banks and proceeds from the issuance of debt and equity securities. The Company anticipates that its current cash and cash generated from operations, as well as the remaining net proceeds of the Term Loan Facility and equity financing available under the 2018 Kien Huat Preferred Stock Commitment Letter (as defined below), will be sufficient to meet the working capital requirements, the expected costs of the Development Projects and our anticipated debt service requirements for the next 12 months. Our future operating performance and our ability to service our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See “Risk Factors” in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2018 for a discussion of the risks related to our liquidity and capital structure. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue recognition The Company’s patron transactions primarily consist of gaming wagers, hotel room and food and beverage purchases. The transaction price for gaming wagers is the difference between gaming wins and losses, not the total amount wagered. The transaction price for hotel room and food and beverage purchases is the net amount collected from the patron for such goods and services. Hotel room and food and beverage goods and services have been determined to be separate, stand-alone transactions and the transaction price for such goods or services is recorded as revenue as they are transferred to the patron over the duration of the patron’s stay at the hotel or when the Company provides the food and beverage services. In the case of a hotel stay involving multiple days, the total transaction price of the stay is recognized on a straight-line basis. The Company collects advanced deposits from hotel patrons for future reservations representing obligations of the Company until the room stay is provided to the patron. Gaming wagers by patrons who are members of our loyalty programs represent two performance obligations of the Company. Patrons who are members of our loyalty programs earn loyalty points for gaming wagers. Points awarded under our loyalty programs are given to members based on their gaming play and the promise to provide points to members is required to be accounted for as a separate performance obligation. The Company applies a practical expedient by accounting for gaming wagers on a portfolio basis, as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to each individual patron. For purposes of allocating the transaction price when loyalty points are earned, the Company allocates an amount to the loyalty point liability based on the stand-alone selling price ("SSP") of the points earned, which is determined by the value of a point that can be redeemed for a hotel room or food and beverage services. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur because all such wagers settle immediately. The loyalty point liability amount is deferred and recognized as revenue when the patron redeems the points for a hotel room stay or for food and beverage services and such goods or services are provided to the patron. Additionally, outside of our loyalty programs and at our discretion, we offer our patrons complimentary goods and services, primarily food and beverage and hotel room stays. Such complimentaries are provided in conjunction with revenue-generating gaming activity and are largely provided to entice contemporaneous and future revenue-generating gaming activities. We allocate a portion of the transaction price for gaming wagers we receive from such patrons to the complimentary goods and services provided to such patrons using the residual approach. This allocation is based on the estimated SSP of the underlying goods and services provided, which are determined based on observed SSP we receive for selling such goods and services. Food and beverage revenues and room revenues include (i) revenues generated from transactions with patrons for such goods and/or services, (ii) revenues recognized through the redemption of points from our loyalty programs for such goods and/or services, and (iii) revenues generated as a result of providing such goods and/or services on a complimentary basis in conjunction with gaming activities. Food and beverage revenues and room revenues are recognized when goods are delivered and services are performed. In general, performance obligations associated with these transactions are satisfied at a point-in-time, but may also be satisfied over a period of time, which is typically over the course of a patron’s stay. Advance deposits on rooms are reflected as a performance obligation liability until the goods and/or services are provided to the patron. The Company's performance obligation liabilities are included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets. Racing revenues include revenues earned from pari-mutuel wagering on live harness racing and simulcast signals to and from other tracks. Some elements of racing revenues from Off-Track Betting Corporations (“OTBs”) are recognized as collected, due to uncertainty of receipt and timing of payments. Other revenues primarily include commissions received on ATM transactions and cash advances, as well as lottery tickets, which are recorded on a net basis as the Company represents the agent in its relationship with the third-party service providers. Other revenues also include the sale of retail goods, which are recognized at the time the goods are delivered to the customer. Complimentary food and beverage revenues and complimentary room revenues for the three-month periods ended March 31, 2019 and 2018, respectively, were as follows: Three Months Ended March 31, 2019 March 31, 2018 (in thousands) Complimentary food and beverage revenues $5,152 $1,016 Complimentary room revenues 1,328 164 The Company’s performance obligation related to its loyalty point obligation is generally completed within one year, as a patron’s loyalty point balance is forfeited after six months of inactivity, as defined in the loyalty programs. The Company’s deferred revenue liability for its loyalty point performance obligations was $1.8 million and $2.2 million at March 31, 2019 and December 31, 2018, respectively. Loyalty points are generally earned and redeemed continuously over time. Leases As described below and under "Recent accounting pronouncements," the Company adopted the provisions of new accounting standards and updates as codified in ASC Topic 842 regarding lease liabilities with corresponding right-of-use ("ROU") assets. The Company adopted this guidance as of January 1, 2019 using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. The adoption of the new standard resulted in recording of operating lease ROU assets and lease liabilities of approximately $65.0 million and $74.7 million, respectively, as of January 1, 2019, with the difference largely due to deferred rents that were reclassified to the operating lease ROU assets. The adoption of the standard did not materially impact our consolidated net earnings and had no impact on cash flows. Leases are described further in Note L. Cash and cash equivalents Cash and cash equivalents include cash on hand, demand deposits and certificates of deposit with original maturities of three months or less at acquisition. The Company maintains significant cash balances with financial institutions, which are not covered by the Federal Deposit Insurance Corporation. The Company has not incurred any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Restricted cash and equivalents The Company has several types of restricted cash accounts. The restricted cash balances of $143,000 and $373,000 at March 31, 2019 and December 31, 2018, respectively, are in accordance with the New York State Gaming Commission (the "NYSGC") regulations. In addition, at March 31, 2019 and December 31, 2018, the Company had restricted cash of $15.9 million and $21.0 million , respectively, remaining from the proceeds of the Term Loan Facility (as defined below) held in the lender-controlled accounts pursuant to the Term Loan Facility. A portion of these funds were used during the three-month period ended March 31, 2019 to make final payments for the construction of the Casino and The Alder. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the statement of cash flows: March 31, 2019 December 31, 2018 March 31, 2018 (in thousands) Cash and cash equivalents $13,958 $28,338 $29,632 Restricted cash 143 373 1,212 Restricted cash for Development Projects 15,889 21,039 33,799 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $29,990 $49,750 $64,643 Restricted cash and cash equivalents for Development Projects Restricted cash and cash equivalents for Development Projects represent the remaining funds from the Term Loan Facility to be utilized for the Development Projects. At March 31, 2019 and December 31, 2018, restricted cash for Development Projects of $15.9 million and $21.0 million , respectively, was comprised entirely of cash and cash equivalent balances. 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 collectibility 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 collectibility. The Company extends credit to certain gaming patrons upon completion of a credit application process. Gaming patrons are expected to repay gaming markers within a predetermined period of time, the Company also settles wagers for other racetracks and is exposed to credit risk. These amounts 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 $147,000 and $150,000 at March 31, 2019 and December 31, 2018, respectively. Capitalized Interest Interest costs for the Term Loan Facility incurred in connection with the construction of the Development Projects have been capitalized in the cost of the projects. Capitalization ceased for the Casino and The Alder on March 31, 2018 and January 1, 2019, respectively, when the projects were substantially completed. Capitalization will cease for the Golf Course Project when substantially complete or if development activity is suspended for an extended period of time. The Company capitalized $0.1 million and $10.1 million of interest charges during the three-month periods ending March 31, 2019 and March 31, 2018, respectively. Debt issuance costs Debt issuance costs are amortized using the effective interest method over the term of the related debt. The amortization is included within interest expense and is included as a component of the capitalized interest costs. Long-lived assets and other financial assets The Company periodically reviews the carrying value of its long-lived assets in relation to historical results, as well as management’s best estimate of future trends, events and overall business climate. If such reviews indicate an issue as to whether the carrying value of such assets may not be recoverable, the Company will then estimate the future cash flows generated by such assets (undiscounted and without interest charges). If such future cash flows are insufficient to recover the carrying amount of the assets, then impairment is triggered and the carrying value of any impaired assets would then be reduced to fair value. In connection with the closure of the VGM operations and food and beverage service at MRMI, the approvals to close having been obtained on April 19, 2019, we are in the process of assessing the MRMI asset group for impairment. The Company also reviews its financial assets (i.e., non-derivative financial assets) for impairment, if it becomes probable that the commitment will not result in the receipt of proceeds from the issuance of securities. Other long-term liabilities The difference between our cash payments and straight-line rent on our land leases and operating leases was $8.1 million at December 31, 2018 and was included in "Other long-term liabilities". In addition, the Company has accrued a liability-classified guaranty of approximately $2.3 million at both March 31, 2019 and December 31, 2018, related to the guaranty liability due under the MHHA Agreement (as defined below). The Company has also recorded a derivative liability in the form of a put option of approximately $1.0 million and $0.9 million at March 31, 2019 and December 31, 2018, respectively, relating to the bet365 Common Stock Purchase Agreement (as described below). Common stock - loss per share The Company computes basic loss per share by dividing net loss applicable to common shares 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 three-month periods ended March 31, 2019 and 2018 were the same. The following table shows the approximate number of common stock equivalents outstanding at March 31, 2019 and 2018 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-month periods ended March 31, 2019 and 2018, because their inclusion would have been anti-dilutive to the loss per common share: Outstanding at March 31, March 31, Unvested Restricted stock 19,000 151,000 Warrants 193,000 193,000 Restricted stock units ("RSUs") 443,000 73,000 Option matching rights — 1,000 Options — 12,000 Total 655,000 430,000 On August 19, 2009, the Company entered into an investment agreement (the "Investment Agreement") with Kien Huat Realty Limited ("Kien Huat"), pursuant to which Kien Huat purchased shares of common stock of the Company during the year ended December 31, 2009. Under the Investment Agreement, if any options or warrants outstanding at the time of the final closing under the Investment Agreement, or the first 200,000 options or warrants granted to directors or officers as of the final closing date under the Investment Agreement, are exercised, Kien Huat has the right to purchase an equal number of additional shares of common stock as are issued upon such exercise at the exercise price for the applicable option or warrant. The Company refers to these rights as the “Option Matching Rights.” The last remaining option matching rights expired in July 2018. Interest Rate Cap Agreement In February 2017, the Company entered into an interest rate cap agreement with Credit Suisse AG, International to limit its exposure to increases in interest rates on its Term B Loan (as defined below) from May 1, 2017 through February 28, 2018 and then for a portion of the balance of its Term B Loan through July 31, 2019 (the "Interest Rate Cap"). The Company paid $675,000 for the Interest Rate Cap. The cost of the Interest Rate Cap is amortized over its term as interest expense. The fair value of the Interest Rate Cap was $19,000 at March 31, 2019 and $143,000 at December 31, 2018, and is presented at fair value as "Other assets" on the condensed consolidated balance sheets. The difference between the fair value and amortized cost is recorded as an adjustment to "Accumulated other comprehensive loss". Accumulated Other Comprehensive Loss As of March 31, 2019 and December 31, 2018, accumulated other comprehensive loss was $0.2 million for each period and consisted solely of the fair value adjustment relating to the Interest Rate Cap. Derivative Liability and Asset The Company’s Collaboration Agreement with bet365 along with the related bet365 Common Stock Purchase Agreement (as both agreements are defined and discussed in Note I below) contained an initial put option that met the definition of a derivative instrument and a freestanding contingent forward instrument. The Company classified the initial put option as a long-term liability on its condensed consolidated balance sheet. Also, because, bet365 has or will be obligated to purchase shares of the Company’s common stock at a strike price less than the expected equity value once bet365’s Online Sportsbook Services (as defined in Note I below) are approved in New York State, we have classified the freestanding contingent forward instrument as a long-term asset on the condensed consolidated balance sheet. The derivative liability and the contingent forward asset were initially recorded at fair value upon the effective date of the Collaboration Agreement and are remeasured to fair value at each subsequent reporting date. Changes in the fair value of the derivative liability and long-term asset are recognized as a component of "Other income (expense)" on the condensed consolidated statement of operations and comprehensive loss. 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 the FASB for its financial assets and liabilities that had not been previously carried at fair value. The Company’s financial instruments are primarily comprised of current assets, restricted cash and investments, Interest Rate Cap, current liabilities, long-term debt, contingent forward contract, derivative instruments and a guaranty liability. Current assets, investments and current liabilities approximate fair value due to their short-term nature. In determining fair value, the Company uses quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. The fair value hierarchy of observable inputs used by the Company is broken down into three levels based on the source of inputs as follows: - Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. - Level 2 - Valuations based on inputs that are observable inputs and quoted prices in active markets for similar assets and liabilities. - Level 3 - Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. The following table presents the carrying amount, fair values and classification level within the fair value hierarchy of financial instruments measured or disclosed at fair value on a recurring basis: March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Level of Fair Value Hierarchy Assets: (in thousands) Cash and cash equivalents $13,958 $13,958 $28,338 $28,338 Level 1 Restricted cash 143 143 373 373 Level 1 Interest Rate Cap 19 19 143 143 Level 2 Restricted cash and cash equivalents for Development Projects 15,889 15,889 21,039 21,039 Level 1 Other assets: Non-derivative financial asset - Series F Preferred Stock, redeemable 25,662 25,662 31,122 31,122 Level 2 Contingent forward contract - bet365 104 104 1,865 1,865 Level 3 Liabilities: Term B Loan, net of discount 439,889 439,870 440,803 440,660 Level 2 Term A Loan 62,988 62,988 64,750 64,750 Level 2 Bangkok Bank Loan 20,000 20,000 20,000 20,000 Level 3 Revolving Credit Facility 15,000 15,000 15,000 15,000 Level 2 Long-term loan, related party, net of debt issuance costs 31,939 31,939 30,954 30,954 Level 3 Equipment loans 16,493 16,493 20,384 20,384 Level 3 Guaranty liability - MHHA agreement 2,306 2,306 2,300 2,300 Level 2 Derivative liability - bet365 994 994 879 879 Level 3 Valuation of Derivative Liability and Contingent Forward Contract The fair value of the derivative liabilities and asset recognized in connection with the Collaboration Agreement and the bet365 Common Stock Purchase Agreement (see Note I) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The derivative liability for the initial put option was recorded in "Other long-term liabilities" on the consolidated balance sheets. The contingent forward contract was recorded net of the contingent put option in "Other assets" on the condensed consolidated balance sheets. The fair value of the derivative liabilities and asset was determined using a Monte Carlo simulation valuation approach with the following assumptions: March 31, 2019 December 31, 2018 Derivative Liability - bet365 Contingent forward contract - bet365 Derivative Liability - bet365 Contingent forward contract - bet365 Equity value $21.66 $21.66 $29.48 $29.48 Strike price $20.00 $18.81 $20.00 $20.00 Expected term 3.08 years 2.76 years 3.46 years 3.13 years Volatility 61% 61% 61% 62% Risk-free rate 2.2% 2.2% 2.9% 2.9% Dividend yield — — — — The following table provides a roll forward of the aggregate fair values of the Company’s derivative liabilities and asset, for which fair value is determined using Level 3 inputs (in thousands): March 31, 2019 Derivative Liability - bet365 Contingent forward contract -bet365 Balance as of December 31, 2018 $(879) $1,865 Change in fair value $(115) $(1,761) Balance as of March 31, 2019 $(994) $104 Valuation of Non-Derivative Liability The fair value of the guaranty liability recognized in connection with the MHHA Agreement (see Note I) was determined based on significant inputs that are observable and quoted prices in active markets for similar liabilities, which represents a Level 2 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using a Black Scholes valuation approach with the following assumptions: March 31, 2019 December 31, 2018 Guaranty Liability - MHHA Horsemen Guaranty Liability - MHHA Horsemen Equity value $10.05 $10.13 Strike price $27.50 $27.50 Expected term 5.86 years 6.11 years Volatility 68% 68% Risk-free rate 2.2% 2.6% Dividend yield — — Stock-based compensation The cost of all stock-based awards to employees, including grants of employee restricted stock units, is recognized in the financial statements based on the fair value of the awards at grant date. 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, 2019, there was approximately $3.9 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 three 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. The Company paid $51 million to the NYSGC on February 25, 2016 for a gaming facility license (the "Gaming Facility License"). The term of the Gaming Facility License is 10 years and the amortization commenced on the date the Casino opened to the public in February 2018. Beginning in February 2018, the Company recognized amortization on a straight line basis and will continue to amortize approximately $6.3 million annually over the next seven years until the license is up for renewal in 2026. The Company will assess the intangible asset for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Seasonality The gaming market in the northeastern United States is seasonal in nature. Peak gaming activities occur during the months of May through September. Segment Reporting The Company maintains discrete financial information for each of its operating companies, which is used by the Chief Executive Officer (the "CEO") as the basis for allocating resources. Each company has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics as all of the companies provide similar gaming and entertainment services and shares similar processes for delivering services. Our companies have a high degree of similarity in the workforces and target similar patron groups. Accordingly, based on these economic and operational similarities and the way the CEO monitors and makes decisions, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). This ASU requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding ROU assets. ASU 2016-02 takes effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard must be adopted using a modified retrospective approach and provides for certain practical expedients. The Company adopted the standard on January 1, 2019 and applied the package of practical expedients available to it upon adoption, which among other alternatives, allows us to carry forward the historical lease classification. The adoption of this standard did not not materially affect our consolidated net income or cash flows. See Note L for further details. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets The amounts of the unreceived New York State gaming tax receivable for MRMI of approximately $4.3 million and $3.4 million at March 31, 2019 and December 31, 2018, respectively, were included in prepaid expenses and other current assets. This receivable will be paid by New York State to the Company at or around June 30, 2019. Prepaid real estate taxes at March 31, 2019 and December 31, 2018 of $2.2 million and $0.3 million, respectively, primarily include real estate taxes paid for the Casino and MRMI and will be amortized during 2019 on a straight-line basis. Prepaid expenses and other current assets, as presented on the condensed consolidated balance sheets, are comprised of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Receivable from New York State $4,308 $3,422 Prepaid real estate taxes 2,201 284 Prepaid insurance 8 392 Prepaid supplies 1,633 1,528 Prepaid advertising 101 23 Prepaid gaming expenses 587 773 Prepaid maintenance contracts 889 657 Development escrow and refundable security deposit 531 572 Prepaid other 570 375 Total prepaid expenses and other current assets $10,828 $8,026 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at March 31, 2019 and December 31, 2018 consists of the following: March 31, 2019 December 31, 2018 (in thousands) Land $770 $770 Land improvements 2,382 2,382 Buildings 624,290 622,043 Building improvements 104,654 103,621 Furniture, fixtures and equipment 11,057 10,954 Construction in Progress 2,966 2,784 746,119 742,554 Less: Accumulated depreciation (53,271 ) (44,875 ) $692,848 $697,679 The $3.6 million increase in property and equipment was primarily due to the reclassification of capitalized Development Projects costs to buildings, building improvements and furniture, fixtures and equipment during the three-month period ended March 31, 2019. At March 31, 2019, $6.9 million remains classified as capitalized Development Projects costs reflecting the ongoing construction of the Development Projects, primarily related to the Golf Course Project. Depreciation expense was approximately $8.4 million and $4.7 million for the three-month periods ended March 31, 2019 and 2018, respectively. The VGMs at Monticello Casino and Raceway are owned by the NYSGC and, accordingly, the Company's condensed consolidated financial statements include neither the cost nor the depreciation of those devices. |
Development Projects Costs
Development Projects Costs | 3 Months Ended |
Mar. 31, 2019 | |
Project Development Costs [Abstract] | |
Development Projects Costs | Development Projects Costs Capitalized Project Development Costs At March 31, 2019 and December 31, 2018, capitalized Development Projects costs incurred were approximately $6.9 million and $ 5.7 million , respectively. Total capitalized Development Projects costs at March 31, 2019 consisted of $5.9 million of construction costs, site development, contractor insurance, general conditions, architectural fees and construction manager fees, and approximately $1.0 million of professional service fees including legal and accounting fees. Total capitalized Development Projects costs at December 31, 2018 consisted of $4.2 million of construction costs, site development, contractor insurance, general conditions, architectural fees and construction manager fees, and approximately $1.5 million of professional service fees, including legal and accounting fees. In September 2018, ERREI entered into a standard contractor agreement for the construction of the Golf Course Project, at a cost of approximately $21.2 million . The Company began construction in September 2018. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued Development Projects costs at March 31, 2019 and December 31, 2018 were $31.4 million and $33.7 million , respectively, and were primarily comprised of amounts due to the construction managers for costs incurred for the Development Projects, as well as amounts due to other vendors. The proceeds from the Term Loan Facility will be used to pay the accrued Development Projects costs. Accrued expenses and other current liabilities, as presented on the condensed consolidated balance sheets, are comprised of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Liability for horseracing purses $756 $868 Accrued payroll 5,408 8,142 Accrued interest expense 4,937 5,033 Accrued marketing 4,978 5,298 Deferred revenue - loyalty points 1,768 2,202 Liability to the NYSGC 1,851 2,816 Liability for local progressive jackpot 2,922 2,560 Accrued premium game leases 625 1,288 Accrued professional fees 2,231 2,337 Accrued utilities 342 561 Accrued other 5,540 2,573 Total accrued expenses and other current liabilities $31,358 $33,678 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt, other than related party debt, consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Term B Loan (net of unamortized discount) $439,889 $440,803 Term A Loan 62,988 64,750 Bangkok Bank Loan 20,000 20,000 Revolving Credit Facility 15,000 15,000 Equipment Loans 16,493 20,384 Total long-term debt 554,370 560,937 Debt issuance costs (16,149 ) (17,240 ) Total long-term debt, net 538,221 543,697 Less: Current portion of long-term debt (46,388 ) (48,004 ) Long term-debt, net of current portion $491,833 $495,693 Term Loan Facility At March 31, 2019 and December 31, 2018, Montreign Operating's senior secured term loan facility (the "Term Loan Facility") consisted of $63.0 million and $64.8 million, respectively, outstanding under the Term A loan (the "Term A Loan") and $439.9 million and $440.8 million , respectively, outstanding (net of original issue discount) under the Term B loan (the "Term B Loan"). Pursuant to the Building Term Loan Agreement (as amended, the "Term Loan Agreement"), among Montreign Operating, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent, the Term A Loan is fully drawn in accordance with the Term Loan Agreement, which required the Company to complete the draw down of the Term A Loan by July 24, 2018. The Term A Loan will mature on January 24, 2022 and the Term B Loan will mature on January 24, 2023. Interest accrues on outstanding borrowings under the Term A Loan at a rate equal to LIBOR plus 5.0% per annum, or an alternate base rate plus 4.0% per annum. At March 31, 2019 and December 31, 2018, the interest rate on the Term A Loan was 7.65% and 7.68 %, respectively. Interest accrues on outstanding borrowings under the Term B Loan at a rate equal to LIBOR (with a floor of 1% ) plus 8.25% per annum, or an alternate base rate plus 7.25% per annum. At March 31, 2019 and December 31, 2018, the interest rate on the Term B Loan was 10.88% and 10.96% , respectively. In addition, Montreign Operating paid a commitment fee to each Term A Loan lender equal to the undrawn amount of such lender’s commitment multiplied by a rate equal to 5.0% per annum through July 24, 2018. The Company is currently required to make principal payments under the Term B Loan and the Term A Loan at the end of each calendar quarter, which began with the period ended June 30, 2018. The Company repays 1% of the original principal balance of the Term B Loan each year, in quarterly payments of approximately $1.1 million . The Company currently repays 2.5% of the original principal amount of the Term A Loan, in quarterly payments of approximately $ 1.8 million for the period ending March 31, 2019, and quarterly installments of approximately $2.6 million thereafter. The Company repaid approximately $1.8 million and $1.2 million on the Term A Loan and Term B Loan, respectively, in the three-month period ended March 31, 2019. Loan repayments began in June 2018, as such no loan repayments were made during the period ended March 31, 2018. The Term Loan Agreement contains representations and warranties, customary events of default, and affirmative, negative and financial covenants. Mandatory prepayments of the Term Loan Facility will be required upon the occurrence of certain events, including sales of certain assets and casualty events. In addition, the Term Loan Agreement restricts the Project Parties (as defined below) from incurring additional indebtedness except for, among other things, obligations pursuant to hedging agreements required under the Term Loan Agreement, capital lease obligations and purchase money indebtedness (including FF&E financing) in an amount not exceeding $40 million , subordinated indebtedness so long as the proceeds are applied pursuant to the terms of the Term Loan Agreement and other indebtedness not exceeding $10 million . Also, the Project Parties may not make any dividend or other distribution, redeem or otherwise acquire any equity securities or subordinated indebtedness. Moreover, the Project Parties are restricted from entering into advisory, management or consulting agreements with an affiliate of any Project Party, including Empire, except for payments pursuant to tax sharing agreements, distributions in an amount not exceeding 1% of the net revenues of the Project Parties in any fiscal year, repurchase of capital stock of the Company in an amount not exceeding $1 million and required by the NYSGC, and certain available amounts of cash based on the application of financial covenants. Additional affirmative, negative and financial covenants under the Term Loan Agreement include that the Company maintain compliance with a maximum first lien leverage ratio not to exceed 5 .0: 1.0 , a minimum interest coverage ratio not to fall below 2 .0: 1.0 and a consolidated capital expenditure covenant not to exceed $10.5 million of eligible expenses in any calendar year. In addition, the Company is allowed to add back pro forma EBITDA in the amount of $108.4 million , $77.5 million and $39.4 million in each of the first three testing quarters, respectively. The Company has a right to cure any covenant defaults through the use of specified equity contributions during the first three quarters tested for covenant compliance. The financial covenants relating to the maximum first lien leverage ratio and the minimum interest coverage ratio will be measured beginning in the fiscal quarter ending on June 30, 2019. As of March 31, 2019, the Company was in compliance with all applicable covenant requirements under the Term Loan Facility. The Term Loan Facility is guaranteed by Montreign Operating, ERREI and ERREII (together, the "Project Parties") and is secured by security interests in substantially all the real and personal property of the Project Parties and by a pledge of all the membership interests of Montreign Operating held by Montreign Holding Company, LLC ("Montreign Holding"), a wholly-owned subsidiary of Empire. Obligations under the Term Loan Agreement may be accelerated upon certain customary events of default, including, among others: nonpayment of principal, interest or fees; breach of the affirmative or negative covenants; revocation of a gaming license for seven consecutive business days; and a Change in Control (as such term is defined in the Term Loan Agreement) of Montreign Operating. Revolving Credit Facility At March 31, 2019 and December 31, 2018, Montreign Operating's revolving credit facility (the "Revolving Credit Facility") consisted of $15 million of outstanding borrowings. The Revolving Credit Facility provides for loans or other extensions of credit to be made to Montreign Operating in an aggregate principal amount of up to $15 million (including a letter of credit sub-facility of $10 million ) pursuant to the terms of the Revolving Credit Agreement, among Montreign Operating, the lenders from time to time party thereto, and Fifth Third Bank, as administrative agent (as amended, the "Revolving Credit Agreement"). The proceeds of the Revolving Credit Facility were used for working capital needs, capital expenditures and other general corporate purposes. The Revolving Credit Facility will mature on January 24, 2022. Interest accrues on outstanding borrowings at a rate equal to LIBOR plus 5.0% per annum, or an alternate base rate plus 4.0% per annum. At March 31, 2019 and December 31, 2018, the interest rate on borrowings under the Revolving Credit Facility was 7.63% and 7.71% , respectively. The Revolving Credit Facility is guaranteed by the Project Parties and is secured by security interests in substantially all the real and personal property of the Project Parties and by a pledge of all the membership interests of Montreign Operating held by Montreign Holding Company, LLC, a wholly-owned subsidiary of Empire. The Revolving Credit Facility contains representations and warranties, customary events of default, and affirmative, negative and financial covenants substantially similar to the terms of the Term Loan Agreement. Mandatory prepayments of the Revolving Credit Facility will be required upon the occurrence of certain events, including sales of certain assets, casualty events and the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights. As of March 31, 2019, the Company was in compliance with all applicable covenant requirements under the Term Loan Facility. Bangkok Bank Loan At March 31, 2019 and December 31, 2018, the Delayed Draw Term Loan, as amended (the "Bangkok Bank Loan") consisted of $20 million of outstanding borrowings pursuant to the Delayed Draw Term Loan Credit Agreement (the “Bangkok Bank Loan Agreement”), among Empire, Bangkok Bank PCL, New York Branch (“Bangkok Bank”), as lender, and MRMI, as guarantor. The Bangkok Bank Loan will mature on December 28, 2019. Interest accrues on outstanding borrowings under the Bangkok Bank Loan at a rate equal to LIBOR plus 6.25% , or an alternate base rate plus 5.25% per annum. At March 31, 2019 and December 31, 2018, the interest rate on the Bangkok Bank Loan was 8.74% and 8.77% , respectively. The Bangkok Bank Loan was amended (the "Bangkok Bank Loan Amendment") on June 25, 2018 concurrently with the execution of the Kien Huat Subordinate Loan Agreement (which is defined and discussed in Note H below). The Bangkok Bank Loan Amendment permitted the Company to incur the Kien Huat Subordinate Loan. The Bangkok Bank Loan is guaranteed by MRMI and is secured by a security interest in Monticello Casino and Raceway. The Bangkok Bank Loan Agreement contains customary representations and warranties and affirmative, negative and financial covenants, including representations, warranties and covenants that, among other things, restrict the ability of the Company and MRMI to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in certain transactions with affiliates, or make dividends or other distributions. Obligations under the Bangkok Bank Loan Agreement may be accelerated upon certain customary events of default, including, among others, nonpayment of principal, interest or fees, breach of the affirmative or negative covenants, revocation of a gaming license after the expiration of certain cure periods, and a change of control of the Company. In addition, the Bangkok Bank Loan Agreement contains a financial covenant that restricts the maximum total leverage ratio to four times the adjusted EBITDA of MRMI, which financial covenant is applicable beginning with the fiscal quarter ending December 31, 2018. The Bangkok Bank Loan Amendment excludes the Kien Huat Subordinate Loan from calculations of the Company's maximum total leverage so long as the Kien Huat Subordinate Loan remains subordinate to the Bangkok Bank Loan. The Company is in compliance with the covenant requirements as of March 31, 2019. Equipment Loans The Company has entered into several financing agreements related to the purchase of its slot machines, equipment and software for its telephone, hotel and Casino operations. The original amount financed was $31.1 million and the terms of these agreements run between six and 36 months. The balances outstanding at March 31, 2019 and December 31, 2018 totaled approximately $16.5 million and $20.4 million , respectively. The stated interest rates for these loans are between zero and eight percent per annum. The Company has imputed interest on several equipment loans with stated interest rates of 0% , using the Company's cost of funds rate of approximately 10% . The weighted average of the monthly principal repayments is approximately $1.0 million . The following table lists the annual principal repayments due for the Company's long term debt as of March 31, 2019: Year ending December 31, Totals (in thousands) 2019 $41,236 2020 20,686 2021 15,821 2022 30,000 2023 28,113 Thereafter 424,043 Totals $559,899 |
Long-Term Loans, Related Party
Long-Term Loans, Related Party | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Loans, Related Party | Long-Term Loans, Related Party Subsidiary Revolving Loan Agreement On November 30, 2018, Empire entered into a Revolving Loan Agreement (the “Sub Revolving Loan Agreement”) with Montreign Operating. The Sub Revolving Loan Agreement provides for loans (in the aggregate, the “Sub Revolving Loan”) to Montreign Operating in a principal amount of up to $10 million (the “Subsidiary Loan Amount”). Interest accrues on outstanding borrowings at a rate of 7% per annum and will be payable beginning on the last day of each calendar quarter beginning on March 31, 2019. Of that interest, 1% will be payable in cash and 6% will accrue and remain outstanding until paid in full (and continue to bear interest). The Sub Revolving Loan, together with interest accrued and yet unpaid, will be due and payable on April 25, 2023. The Sub Revolving Loan Agreement contains customary representations and warranties and affirmative covenants, including representations, warranties and covenants on organization, authorization, enforceability and maintenance of existence. The Sub Revolving Loan is secured by a security interest in all personal property of Montreign Operating subject to the limitations and exceptions described in the Sub Revolving Loan Agreement. Obligations under the Sub Revolving Loan Agreement may be accelerated upon certain customary events of default, including, among others: nonpayment of principal, interest or fees; breach of any term, covenant, or agreement under the Sub Revolving Loan Agreement; a bankruptcy proceeding involving Montreign, whether voluntary or involuntary; or the acceleration of any indebtedness in excess of $10 million . Montreign Operating agreed to indemnify Empire and its officers, partners, members, directors, employees and agents (together, the “Indemnified Parties” and each an “Indemnified Party”) against any and all damages arising out of any negligence or tortious acts or omissions by Montreign Operating or its agents, contractors, servants or employees, any failure by Montreign to comply with the terms of the Sub Revolving Loan Agreement, and any failure by Montreign Operating to comply with the law, except to the extent any such damages result from the gross negligence or willful misconduct of an Indemnified Party. At March 31, 2019 and December 31, 2018, $10 million was due from Montreign Operating pursuant to requests under the Sub Revolving Loan. Loan Arrangements with Kien Huat Realty III Limited Kien Huat Subordinate Loan Agreement On June 25, 2018, Kien Huat and the Company entered into a loan agreement (the “Kien Huat Subordinate Loan Agreement”), providing for loans of up to $30 million (the “Kien Huat Subordinate Loan”). The Kien Huat Subordinate Loan is subordinate to the Bangkok Bank Loan. The proceeds of the Kien Huat Subordinate Loan may be used exclusively to make capital contributions to Montreign Operating. Montreign may use such funds for marketing and general corporate purposes (including the payment of debt service). All amounts due under the Kien Huat Subordinate Loan will mature on December 28, 2020, which date may be extended for additional one -year periods if the Bangkok Bank Loan is similarly extended or accelerated in the event the Bangkok Bank Loan is accelerated. The maturity of the Kien Huat Subordinate Loan may also be extended for up to one year at the sole discretion of Kien Huat. At March 31, 2019 and December 31, 2018, $30 million was outstanding under the Kien Huat Subordinate Loan. The Company paid Kien Huat a commitment fee of $300,000 (or 1% of the principal amount) out of the proceeds of the first advance. The Kien Huat Subordinate Loan bears interest at a rate of 12% per annum, compounded monthly, and will be payable at maturity. Prior to the maturity of the Kien Huat Subordinate Loan, interest will not be required to be paid in cash and will be added to the outstanding principal of the Kien Huat Subordinate Loan and will thereafter be deemed to be part of the principal indebtedness due thereunder upon maturity. The Kien Huat Subordinate Loan may be repaid in full or in part at any time without premium or penalty. The Kien Huat Subordinate Loan Agreement contains customary representations and warranties and affirmative covenants, including a restriction on the use of the proceeds of the Kien Huat Subordinate Loan as described above. Obligations under the Kien Huat Subordinate Loan Agreement may be accelerated upon certain customary events of default, including among others: nonpayment of principal, interest or fees; breach of the affirmative covenants; and a default in payment of or acceleration of the Bangkok Bank Loan. Additionally, any future amendments to the Bangkok Bank Loan Agreement relating to default provisions thereunder, prepayment provisions or an increase of the maximum principal amount thereunder will be subject to Kien Huat’s prior written consent. The Company agreed to indemnify and defend Kien Huat and its affiliates from negligent acts or omissions of the Company and its affiliates, any failure of the Company to comply with the terms of the Kien Huat Subordinate Loan Agreement and any failure of the Company to comply with any laws, except to the extent resulting from the gross negligence or willful misconduct of Kien Huat or its affiliates. Kien Huat Backstop Loan Agreement Concurrently with and as a condition to the closing of the Bangkok Bank Loan Agreement, on December 28, 2017, Empire and Kien Huat entered into a loan agreement (the "Kien Huat Backstop Loan Agreement"), providing for loans to Empire in an aggregate principal amount of up to $20 million (the "Kien Huat Backstop Loan"). Any amounts borrowed pursuant to the Kien Huat Backstop Loan Agreement will be used exclusively to make payments required under the Bangkok Bank Loan Agreement and will mature on the one-year anniversary of the maturity date of the Bangkok Bank Loan, or such earlier date that the Bangkok Bank Loan is terminated (the "Backstop Maturity Date"). As of March 31, 2019 and December 31, 2018, no amounts had been borrowed under the Kien Huat Backstop Loan. The Kien Huat Backstop Loan bears interest at a rate of 12% per annum. Prior to the Backstop Maturity Date, interest on any principal amount outstanding under the Kien Huat Backstop Loan will accrue and be added to the outstanding principal of the Kien Huat Backstop Loan on the first business day of each calendar month beginning on January 1, 2018 and will thereafter be deemed to be part of the principal indebtedness. The Kien Huat Backstop Loan, including all interest and any other amounts due under the Kien Huat Backstop Loan, will be payable in cash on the Backstop Maturity Date. The Kien Huat Backstop Loan Agreement contains representations and warranties and affirmative covenants that are usual and customary, including representations, warranties and covenants that restrict the Company’s use of the proceeds of the Kien Huat Backstop Loan Agreement to pay amounts due and payable under the Bangkok Bank Loan. Obligations under the Kien Huat Backstop Loan Agreement may be accelerated upon certain customary events of default, including among others: nonpayment of principal, interest or fees; and breach of the affirmative covenants. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Restriction on Ownership Our common stock is transferable only subject to the provisions of Section 303 of the Racing, Pari-Mutuel Wagering and Breeding Law, so long as we hold, directly or indirectly, a license issued by the NYSGC, and may be subject to compliance with the requirements of other laws pertaining to licenses held directly or indirectly by us. The owners of common stock issued by us may be required by regulatory authorities to possess certain qualifications and may be required to dispose of their common stock if the owner does not possess such qualifications. Restriction on Ability to Pay Dividends Pursuant to the terms of the Bangkok Bank Loan Agreement, neither Empire nor any of its subsidiaries is permitted to declare or pay any dividends or make other payments to purchase, redeem, retire or otherwise acquire any capital stock of the Company. Such restriction will lapse upon the payment in full of any amounts outstanding under the Bangkok Bank Loan Agreement. Notwithstanding the foregoing, so long as no event of default has occurred, subsidiaries of Empire are permitted to pay dividends to Empire and Empire may pay dividends on the Series B Preferred Stock and for withholding taxes payable in connection with equity compensation programs. Bet365 Common Stock Purchase Agreement On November 14, 2018, the Company entered into a sportsbook and digital gaming collaboration agreement (the “Collaboration Agreement”) with Hillside (New York) LLC, an affiliate of bet365 Group Limited (“bet365”). In connection with entering into the Collaboration Agreement, Hillside (New Media Holdings) Limited, an affiliate of bet365 ("bet365 Investor"), and the Company entered into a common stock purchase agreement (the “bet365 Common Stock Purchase Agreement”) pursuant to which bet365 Investor agreed to purchase up to 2.5 million shares of common stock of the Company at a purchase price of $20.00 per share, for an aggregate investment of $50 million . Upon execution of the bet365 Common Stock Purchase Agreement, the bet365 Investor purchased 1,685,759 shares of common stock. The Company received net proceeds of $29.6 million from the offering. Pursuant to the bet365 Common Stock Purchase Agreement, the bet365 Investor will be obligated to purchase the remaining 814,241 shares of common stock at $20.00 per share so long as the following closing conditions are met: (i) 30 days have passed following the receipt of approval from the NYSGC of bet365 Investor’s ownership of the Shares and the enactment of laws by New York State allowing the offering of the online sportsbook services by bet365, as outlined in the Collaboration Agreement (the "bet365 Online Sportsbook Services"); (ii) the representations and warranties of the Company are true and correct in all material respects and the Company has complied with its obligations under the bet365 Common Stock Purchase Agreement; (iii) the Collaboration Agreement is in full force and effect and there is no material breach of the Collaboration Agreement by the Company outstanding; (iv) the common stock of the Company continues to be listed on The Nasdaq Stock Market; (v) the Company continues to own 100% of the equity interests in the Casino; and (vi) the Company's Gaming Facility License for the Casino is still valid. After all gaming taxes have been paid and the parties have recouped their costs and expenses, bet365 may receive a distribution (the “Preferred Distribution”) equal to 50% of the positive difference, if any (the “delta”), between $20 and the value of the Company’s common stock measured on a given date (such date, the “Trigger Date”), multiplied by the number of shares of common stock then held by bet365 Investor. The Trigger Date is 30 days after the Company’s first filing of an annual or quarterly report with the Securities and Exchange Commission after bet365 recoups its costs incurred pursuant to the Collaboration Agreement. The delta will be the positive difference between $20 and the 30-day volume-weighted average price of the Company’s common stock on the Trigger Date. If the Company is no longer a reporting company, or if the Company’s common stock is not listed on a national securities exchange, the delta will be the positive difference between $20 and the fair market value of the Company’s common stock as determined by an investment bank retained by the parties. If a change of control (as such term is defined in the Collaboration Agreement) of the Company occurs before the Trigger Date, the delta will be the positive difference between $20 and the per share value paid by a third party in a change of control transaction. The Preferred Distribution, if any, will be payable on a monthly basis over a period of three years . If bet365 Investor sells any shares of common stock prior to the Trigger Date, the Preferred Distribution will be deemed to be $0 . The Company concluded that the Preferred Distribution (an initial put option) is an embedded derivative liability because the right to receive the Preferred Distribution will not transfer with any shares of common stock sold by bet365 Investor. The fair value of the derivative liability associated with shares already sold to bet365 Investor was $1.0 million and $0.9 million at March 31, 2019 and December 31, 2018, respectively. The Company also concluded the ability to purchase the remaining shares under the bet365 Common Stock Purchase Agreement is a freestanding contingent forward instrument. The fair value of this instrument was approximately $0.1 million and $1.9 million at March 31, 2019 and December 31, 2018, respectively, net of the derivative liability (contingent put option) of approximately $0.5 million and $0.4 million , respectively, for the right associated with the remaining shares to also receive the Preferred Distribution. The derivative liability and the contingent forward asset were recorded at fair value upon the effective date of the Collaboration Agreement and are remeasured to fair value at each subsequent reporting date. Changes in the fair value of the derivative liabilities and long-term asset are recognized as a component of "Other income (expense)" in the condensed consolidated statement of operations and comprehensive loss. Preferred Stock and Dividends Series F Preferred Stock, redeemable On February 20, 2019, under the terms of the KH Series F Preferred Stock Commitment, the Company and KH entered into a subscription agreement, pursuant to which KH purchased 200 shares of the Company's Series F Preferred Stock for an aggregate purchase price of $20 million and net proceeds to the Company (after deducting an approximately $200,000 funding fee due to KH) of $19.8 million . Series B Preferred Stock A quarterly payment in the amount of $32,087 was made on April 2, 2019 for the quarter ended March 31, 2019 and a quarterly payment in the amount of $32,087 was made on April 2, 2018 for the quarter ended March 31, 2018. Warrants As of March 31, 2019 and December 31, 2018, respectively, there were outstanding warrants to purchase an aggregate of approximately 133,300 shares of Empire’s common stock at $30.00 per share with an expiration date of May 10, 2020 and warrants to purchase 60,000 shares of common stock at $81.50 per share with an expiration date of March 15, 2025. |
Concentration
Concentration | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration | Concentration As of March 31, 2019, the Company had one marker receivable which represented more than 10% of the total net outstanding accounts receivable. As of December 31, 2018, the Company had no receivable which represented more than 10% of the total net outstanding accounts receivable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is a party from time to time to various 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 our consolidated financial position, results of operations or cash flows. Leases The Company primarily leases land, vehicles, slot machines and certain office equipment. The Company determines if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are based on the estimated present value of the lease payments over the lease term and are recognized at the lease commencement date. Since most of the Company's leases do not provide an implicit rate, we use our estimated incremental borrowing rate in determining the present value of lease payments. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. A limited number of the Company's lease agreements include rental payments adjusted periodically for inflation. Our lease agreements generally do not contain residual value guarantees or material restrictive covenants. The following table represents the components of lease expenses for the three month period ended March 31, 2019: Three months ended Lease expense Classification March 31, 2019 (in thousands) Operating lease cost Gaming expense or SG&A expense $2,810 Variable lease cost: Gaming expense or SG&A expense 384 Net lease cost (1) $3,194 (1) Net lease cost does not include short-term leases, none of which are material. The schedule below lists the Company's lease terms and discount rates as of March 31, 2019: March 31, 2019 Weighted-average remaining lease term (years) Operating leases 13.5 Weighted-average discount rate Operating leases 12.29 % Supplemental condensed consolidated balance sheet information related to leases at March 31, 2019 is presented below: Leases Classification March 31, 2019 Assets (in thousands) Operating lease ROU assets Other assets (non-current) $65,465 Total leased assets $65,465 Liabilities Operating Other long-term liabilities $74,673 Total lease liabilities $74,673 The Company's lease liability maturities at March 31, 2019 were as follows: Operating Period Leases (in thousands) 2019 (remaining of year) $6,729 2020 9,025 2021 8,503 2022 8,400 2023 8,400 Thereafter 353,473 Total lease payments 394,530 Less: Imputed interest 319,857 Total lease liabilities $74,673 Supplemental cash flow and other information related to leases for the three-month period ended March 31, 2019 is presented below: Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: (in thousands) Operating cash flows from operating leases $5 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Kien Huat 2018 Preferred Stock Commitment Letter On November 6, 2018, the Company and Kien Huat entered into a commitment letter (as amended and restated on November 9, 2018, the "2018 Kien Huat Preferred Stock Commitment Letter"), pursuant to which Kien Huat committed to provide equity financing in support of the general corporate and working capital requirements of the Company and its subsidiaries. Pursuant to the 2018 Kien Huat Preferred Stock Commitment Letter, Kien Huat agreed to purchase up to $126 million (the "Commitment Amount") of Series F Preferred Stock on the terms set forth in the 2018 Kien Huat Preferred Stock Commitment Letter and the Certificate of Designations of the Series F Preferred Stock, which the Company filed with the Secretary of State of the State of Delaware on November 5, 2018. Kien Huat committed to purchase the Commitment Amount of the Series F Preferred Stock pursuant to the following schedule: (i) up to $12 million no earlier than November 9, 2018; (ii) up to $20 million no earlier than February 15, 2019; (iii) up to $20 million no earlier than May 15, 2019; (iv) up to $15 million no earlier than August 15, 2019; (v) up to $37 million no earlier than November 15, 2019 and (vi) up to $22 million no earlier than March 15, 2020. The Company agreed to use its reasonable efforts to secure third-party financing in an amount equal to the Commitment Amount and the Commitment Amount will be reduced by the amount of any third-party financing raised by the Company. However, any equity financing raised by the Company from any person entering into a commercial agreement relating to online gaming and sports betting at the Casino in an amount up to $29 million will not reduce the Commitment Amount. Kien Huat will be entitled to a funding fee in the amount of 1% of the portion of the Commitment Amount funded by Kien Huat. Unless earlier terminated by mutual agreement, the 2018 Kien Huat Preferred Stock Commitment Letter will terminate upon the earlier of (a) the Company's receipt of third-party financing in the Commitment Amount or (b) April 15, 2020. On November 13, 2018, in accordance with the 2018 Kien Huat Preferred Stock Commitment Letter, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 120 shares of Series F Preferred Stock for an aggregate purchase price of $12 million and net proceeds to the Company (after deducting a $120,000 funding fee due to Kien Huat) of $11.9 million . On February 20, 2019, in accordance with the 2018 Kien Huat Preferred Stock Commitment Letter, the Company and Kien Huat entered into a subscription agreement to purchase an aggregate 200 shares of Series F Preferred Stock for an aggregate purchase price of $20 million and net proceeds to the Company (after deducting a $200,000 funding fee due to Kien Huat) of $19.8 million . On May 7, 2019, the Company and Kien Huat entered into the Kien Huat Commitment Letter Amendment, which is defined and discussed in Note M below. See Note M for further details. RWS License Agreement On March 31, 2017, Montreign Operating entered into a license agreement (the “RWS License Agreement”) with RW Services Pte Ltd (“RWS”). RWS is an affiliate of Tan Sri Lim Kok Thay, who is a beneficiary of, and controls, Kien Huat. Pursuant to the RWS License Agreement, RWS granted Montreign Operating the non-exclusive, non-transferable, revocable and limited right to use certain “Genting” and “Resorts World” trademarks (the “RWS Licensed Marks”) in connection with the development, marketing, sales, management and operation (the “Permitted Uses”) of the Development Projects. The name of the Casino is “Resorts World Catskills,” and, notwithstanding the foregoing, the use of such name is exclusive to Montreign Operating and may be used in connection with online gaming in addition to the Permitted Uses. The initial term of the RWS License Agreement will expire on December 31, 2027, and will be extended automatically for additional terms of 12 months each, up to a maximum of 39 additional terms, unless either of the parties provides notice to terminate the RWS License Agreement or upon the mutual written consent of both parties. Beginning on the date on which the Casino opened to the public, Montreign Operating pays to RWS a fee equivalent to a percentage of Net Revenue (as such term is defined in the RWS License Agreement) generated in each calendar year from (i) all activity at the Casino, (ii) each specific use of the RWS Licensed Marks in The Alder or golf course and (iii) each specific use of the name Resorts World Catskills in connection with online gaming. The percentage of Net Revenue payable as the fee is a low single-digit percentage that will increase incrementally between the third year and sixth year of the term of the RWS License Agreement and will remain a low single-digit percentage during the entire term of the RWS License Agreement. The Company incurred an expense of approximately $0.5 million and $0.2 million, for the three-month periods ended March 31, 2019 and 2018, respectively, reflecting the fee payable pursuant to the RWS License Agreement. Gerard Lim, one of the directors of the Company, is also a director of Resorts World Inc. Pte Ltd., the parent company of RWS. 2019 Moelis Letter Agreement On February 15, 2019, the Company and Moelis entered into a letter agreement (the “2019 Moelis Letter Agreement”), pursuant to which Moelis will act as the Company’s financial advisor to review and analyze the Company's historical results, financial projections and business plan, conduct a business and financial analysis of the Company's prospective online gaming and sports betting business, and evaluate the capital structure of the Company and its subsidiaries. Pursuant to the 2019 Moelis Letter Agreement, we paid Moelis a general advisory fee of approximately $350,000 upon execution of the 2019 Moelis Letter Agreement. Gregg Polle, one of the directors of the Company, is a Managing Director of Moelis. Mr. Polle refrained from participating in the discussion of the 2019 Moelis Letter Agreement and abstained from voting on whether to enter into such. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 7, 2019, the Company and Kien Huat entered into an amendment (the "Kien Huat Commitment Letter Amendment") to the 2018 Kien Huat Preferred Stock Commitment Letter to accelerate the schedule on which Kien Huat will purchase additional shares of Series F Preferred Stock. In particular, pursuant to the Kien Huat Commitment Letter Amendment, Kien Huat agreed as follows: (i) to increase its commitment to purchase up to $20 million no earlier than May 15, 2019 to up to $27 million by such date; (ii) to accelerate its commitment to purchase up to an incremental $15 million to no earlier than June 17, 2019; and (iii) to maintain its commitment to purchase up to $15 million by August 15, 2019 and up to $37 million by November 15, 2019, respectively. Accordingly, Kien Huat accelerated its commitment to purchase up to the full Commitment Amount from March 15, 2020 to November 15, 2019. Other than the acceleration of the schedule pursuant to which Kien Huat would purchase up to the Commitment Amount, all other terms of the 2018 Kien Huat Preferred Stock Commitment Letter remain unchanged. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Restricted cash and equivalents |
Capitalized Interest | Capitalized Interest Interest costs for the Term Loan Facility incurred in connection with the construction of the Development Projects have been capitalized in the cost of the projects. Capitalization ceased for the Casino and The Alder on March 31, 2018 and January 1, 2019, respectively, when the projects were substantially completed. Capitalization will cease for the Golf Course Project when substantially complete or if development activity is suspended for an extended period of time. |
Revenue recognition and Promotional allowances | Revenue recognition The Company’s patron transactions primarily consist of gaming wagers, hotel room and food and beverage purchases. The transaction price for gaming wagers is the difference between gaming wins and losses, not the total amount wagered. The transaction price for hotel room and food and beverage purchases is the net amount collected from the patron for such goods and services. Hotel room and food and beverage goods and services have been determined to be separate, stand-alone transactions and the transaction price for such goods or services is recorded as revenue as they are transferred to the patron over the duration of the patron’s stay at the hotel or when the Company provides the food and beverage services. In the case of a hotel stay involving multiple days, the total transaction price of the stay is recognized on a straight-line basis. The Company collects advanced deposits from hotel patrons for future reservations representing obligations of the Company until the room stay is provided to the patron. Gaming wagers by patrons who are members of our loyalty programs represent two performance obligations of the Company. Patrons who are members of our loyalty programs earn loyalty points for gaming wagers. Points awarded under our loyalty programs are given to members based on their gaming play and the promise to provide points to members is required to be accounted for as a separate performance obligation. The Company applies a practical expedient by accounting for gaming wagers on a portfolio basis, as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to each individual patron. For purposes of allocating the transaction price when loyalty points are earned, the Company allocates an amount to the loyalty point liability based on the stand-alone selling price ("SSP") of the points earned, which is determined by the value of a point that can be redeemed for a hotel room or food and beverage services. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur because all such wagers settle immediately. The loyalty point liability amount is deferred and recognized as revenue when the patron redeems the points for a hotel room stay or for food and beverage services and such goods or services are provided to the patron. Additionally, outside of our loyalty programs and at our discretion, we offer our patrons complimentary goods and services, primarily food and beverage and hotel room stays. Such complimentaries are provided in conjunction with revenue-generating gaming activity and are largely provided to entice contemporaneous and future revenue-generating gaming activities. We allocate a portion of the transaction price for gaming wagers we receive from such patrons to the complimentary goods and services provided to such patrons using the residual approach. This allocation is based on the estimated SSP of the underlying goods and services provided, which are determined based on observed SSP we receive for selling such goods and services. Food and beverage revenues and room revenues include (i) revenues generated from transactions with patrons for such goods and/or services, (ii) revenues recognized through the redemption of points from our loyalty programs for such goods and/or services, and (iii) revenues generated as a result of providing such goods and/or services on a complimentary basis in conjunction with gaming activities. Food and beverage revenues and room revenues are recognized when goods are delivered and services are performed. In general, performance obligations associated with these transactions are satisfied at a point-in-time, but may also be satisfied over a period of time, which is typically over the course of a patron’s stay. Advance deposits on rooms are reflected as a performance obligation liability until the goods and/or services are provided to the patron. The Company's performance obligation liabilities are included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets. Racing revenues include revenues earned from pari-mutuel wagering on live harness racing and simulcast signals to and from other tracks. Some elements of racing revenues from Off-Track Betting Corporations (“OTBs”) are recognized as collected, due to uncertainty of receipt and timing of payments. Other revenues primarily include commissions received on ATM transactions and cash advances, as well as lottery tickets, which are recorded on a net basis as the Company represents the agent in its relationship with the third-party service providers. Other revenues also include the sale of retail goods, which are recognized at the time the goods are delivered to the customer. |
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 collectibility 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 collectibility. The Company extends credit to certain gaming patrons upon completion of a credit application process. Gaming patrons are expected to repay gaming markers within a predetermined period of time, the Company also settles wagers for other racetracks and is exposed to credit risk. These amounts 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. |
Earnings (loss) per common share | Common stock - loss per share The Company computes basic loss per share by dividing net loss applicable to common shares 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 three-month periods ended March 31, 2019 and 2018 were 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 the FASB for its financial assets and liabilities that had not been previously carried at fair value. The Company’s financial instruments are primarily comprised of current assets, restricted cash and investments, Interest Rate Cap, current liabilities, long-term debt, contingent forward contract, derivative instruments and a guaranty liability. Current assets, investments and current liabilities approximate fair value due to their short-term nature. In determining fair value, the Company uses quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. The fair value hierarchy of observable inputs used by the Company is broken down into three levels based on the source of inputs as follows: - Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. - Level 2 - Valuations based on inputs that are observable inputs and quoted prices in active markets for similar assets and liabilities. - Level 3 - Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. |
Stock-based compensation | Stock-based compensation The cost of all stock-based awards to employees, including grants of employee restricted stock units, is recognized in the financial statements based on the fair value of the awards at grant date. 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. |
Intangible Assets | 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. |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). This ASU requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding ROU assets. ASU 2016-02 takes effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard must be adopted using a modified retrospective approach and provides for certain practical expedients. The Company adopted the standard on January 1, 2019 and applied the package of practical expedients available to it upon adoption, which among other alternatives, allows us to carry forward the historical lease classification. The adoption of this standard did not not materially affect our consolidated net income or cash flows. See Note L for further details. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Assets at Fair Value [Table Text Block] | The fair value of the derivative liabilities and asset was determined using a Monte Carlo simulation valuation approach with the following assumptions: March 31, 2019 December 31, 2018 Derivative Liability - bet365 Contingent forward contract - bet365 Derivative Liability - bet365 Contingent forward contract - bet365 Equity value $21.66 $21.66 $29.48 $29.48 Strike price $20.00 $18.81 $20.00 $20.00 Expected term 3.08 years 2.76 years 3.46 years 3.13 years Volatility 61% 61% 61% 62% Risk-free rate 2.2% 2.2% 2.9% 2.9% Dividend yield — — — — The following table provides a roll forward of the aggregate fair values of the Company’s derivative liabilities and asset, for which fair value is determined using Level 3 inputs (in thousands): March 31, 2019 Derivative Liability - bet365 Contingent forward contract -bet365 Balance as of December 31, 2018 $(879) $1,865 Change in fair value $(115) $(1,761) Balance as of March 31, 2019 $(994) $104 |
Schedule of Derivative Instruments [Table Text Block] | The fair value of the derivative liability was determined using a Black Scholes valuation approach with the following assumptions: March 31, 2019 December 31, 2018 Guaranty Liability - MHHA Horsemen Guaranty Liability - MHHA Horsemen Equity value $10.05 $10.13 Strike price $27.50 $27.50 Expected term 5.86 years 6.11 years Volatility 68% 68% Risk-free rate 2.2% 2.6% Dividend yield — — |
Disaggregation of Revenue | Complimentary food and beverage revenues and complimentary room revenues for the three-month periods ended March 31, 2019 and 2018, respectively, were as follows: Three Months Ended March 31, 2019 March 31, 2018 (in thousands) Complimentary food and beverage revenues $5,152 $1,016 Complimentary room revenues 1,328 164 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the statement of cash flows: March 31, 2019 December 31, 2018 March 31, 2018 (in thousands) Cash and cash equivalents $13,958 $28,338 $29,632 Restricted cash 143 373 1,212 Restricted cash for Development Projects 15,889 21,039 33,799 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $29,990 $49,750 $64,643 |
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, 2019 and 2018 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-month periods ended March 31, 2019 and 2018, because their inclusion would have been anti-dilutive to the loss per common share: Outstanding at March 31, March 31, Unvested Restricted stock 19,000 151,000 Warrants 193,000 193,000 Restricted stock units ("RSUs") 443,000 73,000 Option matching rights — 1,000 Options — 12,000 Total 655,000 430,000 |
Fair Value, Assets Measured on Recurring Basis | The following table presents the carrying amount, fair values and classification level within the fair value hierarchy of financial instruments measured or disclosed at fair value on a recurring basis: March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Level of Fair Value Hierarchy Assets: (in thousands) Cash and cash equivalents $13,958 $13,958 $28,338 $28,338 Level 1 Restricted cash 143 143 373 373 Level 1 Interest Rate Cap 19 19 143 143 Level 2 Restricted cash and cash equivalents for Development Projects 15,889 15,889 21,039 21,039 Level 1 Other assets: Non-derivative financial asset - Series F Preferred Stock, redeemable 25,662 25,662 31,122 31,122 Level 2 Contingent forward contract - bet365 104 104 1,865 1,865 Level 3 Liabilities: Term B Loan, net of discount 439,889 439,870 440,803 440,660 Level 2 Term A Loan 62,988 62,988 64,750 64,750 Level 2 Bangkok Bank Loan 20,000 20,000 20,000 20,000 Level 3 Revolving Credit Facility 15,000 15,000 15,000 15,000 Level 2 Long-term loan, related party, net of debt issuance costs 31,939 31,939 30,954 30,954 Level 3 Equipment loans 16,493 16,493 20,384 20,384 Level 3 Guaranty liability - MHHA agreement 2,306 2,306 2,300 2,300 Level 2 Derivative liability - bet365 994 994 879 879 Level 3 |
Fair Value, Liabilities Measured on Recurring Basis | he following table presents the carrying amount, fair values and classification level within the fair value hierarchy of financial instruments measured or disclosed at fair value on a recurring basis: March 31, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Level of Fair Value Hierarchy Assets: (in thousands) Cash and cash equivalents $13,958 $13,958 $28,338 $28,338 Level 1 Restricted cash 143 143 373 373 Level 1 Interest Rate Cap 19 19 143 143 Level 2 Restricted cash and cash equivalents for Development Projects 15,889 15,889 21,039 21,039 Level 1 Other assets: Non-derivative financial asset - Series F Preferred Stock, redeemable 25,662 25,662 31,122 31,122 Level 2 Contingent forward contract - bet365 104 104 1,865 1,865 Level 3 Liabilities: Term B Loan, net of discount 439,889 439,870 440,803 440,660 Level 2 Term A Loan 62,988 62,988 64,750 64,750 Level 2 Bangkok Bank Loan 20,000 20,000 20,000 20,000 Level 3 Revolving Credit Facility 15,000 15,000 15,000 15,000 Level 2 Long-term loan, related party, net of debt issuance costs 31,939 31,939 30,954 30,954 Level 3 Equipment loans 16,493 16,493 20,384 20,384 Level 3 Guaranty liability - MHHA agreement 2,306 2,306 2,300 2,300 Level 2 Derivative liability - bet365 994 994 879 879 Level 3 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The fair value of the derivative liabilities and asset was determined using a Monte Carlo simulation valuation approach with the following assumptions: March 31, 2019 December 31, 2018 Derivative Liability - bet365 Contingent forward contract - bet365 Derivative Liability - bet365 Contingent forward contract - bet365 Equity value $21.66 $21.66 $29.48 $29.48 Strike price $20.00 $18.81 $20.00 $20.00 Expected term 3.08 years 2.76 years 3.46 years 3.13 years Volatility 61% 61% 61% 62% Risk-free rate 2.2% 2.2% 2.9% 2.9% Dividend yield — — — — The following table provides a roll forward of the aggregate fair values of the Company’s derivative liabilities and asset, for which fair value is determined using Level 3 inputs (in thousands): March 31, 2019 Derivative Liability - bet365 Contingent forward contract -bet365 Balance as of December 31, 2018 $(879) $1,865 Change in fair value $(115) $(1,761) Balance as of March 31, 2019 $(994) $104 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets, as presented on the condensed consolidated balance sheets, are comprised of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Receivable from New York State $4,308 $3,422 Prepaid real estate taxes 2,201 284 Prepaid insurance 8 392 Prepaid supplies 1,633 1,528 Prepaid advertising 101 23 Prepaid gaming expenses 587 773 Prepaid maintenance contracts 889 657 Development escrow and refundable security deposit 531 572 Prepaid other 570 375 Total prepaid expenses and other current assets $10,828 $8,026 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment at March 31, 2019 and December 31, 2018 consists of the following: March 31, 2019 December 31, 2018 (in thousands) Land $770 $770 Land improvements 2,382 2,382 Buildings 624,290 622,043 Building improvements 104,654 103,621 Furniture, fixtures and equipment 11,057 10,954 Construction in Progress 2,966 2,784 746,119 742,554 Less: Accumulated depreciation (53,271 ) (44,875 ) $692,848 $697,679 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities, as presented on the condensed consolidated balance sheets, are comprised of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Liability for horseracing purses $756 $868 Accrued payroll 5,408 8,142 Accrued interest expense 4,937 5,033 Accrued marketing 4,978 5,298 Deferred revenue - loyalty points 1,768 2,202 Liability to the NYSGC 1,851 2,816 Liability for local progressive jackpot 2,922 2,560 Accrued premium game leases 625 1,288 Accrued professional fees 2,231 2,337 Accrued utilities 342 561 Accrued other 5,540 2,573 Total accrued expenses and other current liabilities $31,358 $33,678 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term debt, other than related party debt, consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Term B Loan (net of unamortized discount) $439,889 $440,803 Term A Loan 62,988 64,750 Bangkok Bank Loan 20,000 20,000 Revolving Credit Facility 15,000 15,000 Equipment Loans 16,493 20,384 Total long-term debt 554,370 560,937 Debt issuance costs (16,149 ) (17,240 ) Total long-term debt, net 538,221 543,697 Less: Current portion of long-term debt (46,388 ) (48,004 ) Long term-debt, net of current portion $491,833 $495,693 |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table lists the annual principal repayments due for the Company's long term debt as of March 31, 2019: Year ending December 31, Totals (in thousands) 2019 $41,236 2020 20,686 2021 15,821 2022 30,000 2023 28,113 Thereafter 424,043 Totals $559,899 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | Supplemental cash flow and other information related to leases for the three-month period ended March 31, 2019 is presented below: Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: (in thousands) Operating cash flows from operating leases $5 The following table represents the components of lease expenses for the three month period ended March 31, 2019: Three months ended Lease expense Classification March 31, 2019 (in thousands) Operating lease cost Gaming expense or SG&A expense $2,810 Variable lease cost: Gaming expense or SG&A expense 384 Net lease cost (1) $3,194 (1) Net lease cost does not include short-term leases, none of which are material. The schedule below lists the Company's lease terms and discount rates as of March 31, 2019: March 31, 2019 Weighted-average remaining lease term (years) Operating leases 13.5 Weighted-average discount rate Operating leases 12.29 % |
Assets and Liabilities, Lessee | Supplemental condensed consolidated balance sheet information related to leases at March 31, 2019 is presented below: Leases Classification March 31, 2019 Assets (in thousands) Operating lease ROU assets Other assets (non-current) $65,465 Total leased assets $65,465 Liabilities Operating Other long-term liabilities $74,673 Total lease liabilities $74,673 |
Lessee, Operating Lease, Liability, Maturity | The Company's lease liability maturities at March 31, 2019 were as follows: Operating Period Leases (in thousands) 2019 (remaining of year) $6,729 2020 9,025 2021 8,503 2022 8,400 2023 8,400 Thereafter 353,473 Total lease payments 394,530 Less: Imputed interest 319,857 Total lease liabilities $74,673 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Feb. 25, 2016 | Feb. 28, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Operating Lease, Right-of-Use Asset | $ 65,465 | $ 65,000 | |||||
Restricted cash for Development Projects | $ 33,799 | $ 21,039 | |||||
Restricted cash for Development Projects | 15,889 | 21,039 | |||||
Restricted Cash and Investments | 21,000 | ||||||
Customer Loyalty Program Liability, Current | 1,800 | 2,200 | |||||
Accrued rent | 8,100 | ||||||
Other Deferred Compensation Arrangements, Liability, Classified, Noncurrent | 2,300 | ||||||
Gaming Facility License Term | 10 years | ||||||
Allowance for doubtful accounts | 147 | $ 150 | |||||
Interest charges capitalized | $ 100 | $ 10,100 | |||||
Common stock, shares issued (shares) | 32,717,000 | 32,560,000 | |||||
Total unrecognized compensation | $ 3,900 | ||||||
Vesting period for unrecognized compensation cost to be recognized (in years) | 3 years | ||||||
Accumulated other comprehensive loss | $ 184 | $ 219 | |||||
Retained Earnings (Accumulated Deficit) | 477,517 | 439,910 | |||||
Operating Lease, Liability | 74,673 | $ 74,700 | |||||
Montreign [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Gaming Facility License Fee | $ 51,000 | ||||||
Term Loan Facility, Term B Loan [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Restricted cash for Development Projects | 15,900 | 21,000 | |||||
Payments of Debt Restructuring Costs | $ 675 | ||||||
Other Assets, Fair Value Disclosure | $ 19 | 143 | |||||
Kien Huat Realty III Limited Investment Agreement [Member] | Kien Huat Realty III Limited [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Common stock, shares issued (shares) | 200,000 | ||||||
Initial Put Option [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Derivative Liability | $ 1,000 | 900 | |||||
New York State Racing, Pari-Mutual Wagering And Breeding Law [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Restricted Cash and Cash Equivalents | 143 | $ 373 | |||||
License [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Amortization | $ 6,300 | ||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Complimentary food and beverage revenues | $ 5,152 | $ 1,016 |
Complimentary room revenues | $ 1,328 | $ 164 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 13,958 | $ 28,338 | $ 29,632 | |
Restricted cash | 143 | 373 | 1,212 | |
Restricted cash for Development Projects | 21,039 | 33,799 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 29,990 | $ 49,750 | $ 64,643 | $ 53,055 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Stock option equivalents (Details) - shares shares in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 655 | 430 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 19 | 151 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 193 | 193 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 443 | 73 |
Option Matching Rights [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 0 | 1 |
Restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of common stock equivalents outstanding (in shares) | 0 | 12 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair Value of Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 13,958 | $ 28,338 | $ 29,632 |
Restricted cash | 143 | 373 | 1,212 |
Restricted cash for Development Projects | 21,039 | $ 33,799 | |
Long-term Debt | 538,221 | 543,697 | |
Long-term loan, related party, net of debt issuance costs | 31,939 | 30,954 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | 28,338 | ||
Cash and Cash Equivalents, Fair Value Disclosure | 13,958 | 28,338 | |
Restricted cash | 143 | 373 | |
Restricted Cash, Current, Fair Value Disclosure | 143 | 373 | |
Restricted Cash Equivalents, Noncurrent | 15,889 | 21,039 | |
Restricted Cash Equivalents, Noncurrent, Fair Value Disclosure | 15,889 | 21,039 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes Payable, Fair Value Disclosure | 31,939 | 30,954 | |
Derivative Liability, Notional Amount | 994 | 879 | |
Long-term loan, related party, net of debt issuance costs | 31,939 | ||
Notes Payable, Related Parties | 30,954 | ||
Derivative Liability | 994 | 879 | |
Term Loan Facility, Term B Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash for Development Projects | 15,900 | 21,000 | |
Bangkok Bank Loan [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Lines of Credit, Fair Value Disclosure | 20,000 | 20,000 | |
Long-term Line of Credit | 20,000 | 20,000 | |
Fifth Third Revolver [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Lines of Credit, Fair Value Disclosure | 15 | 15,000 | |
Guaranty Liabilities | 2,306 | 2,300 | |
Long-term Line of Credit | 15,000 | 15,000 | |
Equipment Loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 16,500 | 20,400 | |
Equipment Loans [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 16,493 | 20,384 | |
Lines of Credit, Fair Value Disclosure | 16,493 | 20,384 | |
Interest Rate Cap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 19 | 143 | |
Forward Contracts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 104 | 1,865 | |
Notes Payable to Banks [Member] | Term Loan Facility, Term B Loan [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 439,889 | 440,803 | |
Notes Payable, Fair Value Disclosure | 439,870 | 440,660 | |
Notes Payable to Banks [Member] | Term Loan Facility, Term A Loan [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term Debt | 62,988 | 64,750 | |
Notes Payable, Fair Value Disclosure | 62,988 | 64,750 | |
Series F Preferred Stock | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial Instruments, Owned, at Fair Value | $ 25,662 | $ 31,122 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Derivatives (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)$ / derivative_instrument | Mar. 31, 2018 | Dec. 31, 2018$ / derivative_instrument | |
Guaranty Liability - MHHA Horsemen | |||
Derivative [Line Items] | |||
Derivative, Term of Contract | 5 years 10 months 10 days | 6 years 1 month 10 days | |
Derivative, Equity Value | $ / derivative_instrument | 10.05 | 10.13 | |
Derivative, Price Risk Option Strike Price | $ / derivative_instrument | 27.50 | 27.50 | |
Derivative Liability - bet365 | |||
Derivative [Line Items] | |||
Derivative, Term of Contract | 3 years 29 days | 3 years 5 months 16 days | |
Derivative, Equity Value | $ / derivative_instrument | 21.66 | 29.48 | |
Derivative, Price Risk Option Strike Price | $ / derivative_instrument | 20 | 20 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance as of December 31, 2018 | $ 900 | ||
Balance as of March 31, 2019 | $ 1,000 | ||
Contingent forward contract - bet365 | |||
Derivative [Line Items] | |||
Derivative, Term of Contract | 2 years 9 months 4 days | 3 years 1 month 17 days | |
Derivative, Equity Value | $ / derivative_instrument | 21.66 | 29.48 | |
Derivative, Price Risk Option Strike Price | $ / derivative_instrument | 18.81 | 20 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance as of December 31, 2018 | $ 1,900 | ||
Balance as of March 31, 2019 | $ 100 | ||
Measurement Input, Price Volatility [Member] | Guaranty Liability - MHHA Horsemen | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.68 | 0.68 | |
Measurement Input, Price Volatility [Member] | Derivative Liability - bet365 | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.61 | 0.61 | |
Measurement Input, Price Volatility [Member] | Contingent forward contract - bet365 | |||
Derivative [Line Items] | |||
Derivative Asset, Measurement Input | 0.61 | 0.62 | |
Measurement Input, Risk Free Interest Rate [Member] | Guaranty Liability - MHHA Horsemen | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.022 | 0.026 | |
Measurement Input, Risk Free Interest Rate [Member] | Derivative Liability - bet365 | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0.022 | 0.029 | |
Measurement Input, Risk Free Interest Rate [Member] | Contingent forward contract - bet365 | |||
Derivative [Line Items] | |||
Derivative Asset, Measurement Input | 0.022 | 0.029 | |
Measurement Input, Expected Dividend Rate [Member] | Guaranty Liability - MHHA Horsemen | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Measurement Input, Expected Dividend Rate [Member] | Derivative Liability - bet365 | |||
Derivative [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Measurement Input, Expected Dividend Rate [Member] | Contingent forward contract - bet365 | |||
Derivative [Line Items] | |||
Derivative Asset, Measurement Input | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Derivative Liability - bet365 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance as of December 31, 2018 | $ 879 | ||
Change in fair value | (115) | ||
Balance as of March 31, 2019 | 994 | ||
Fair Value, Inputs, Level 3 [Member] | Contingent forward contract - bet365 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance as of December 31, 2018 | 1,865 | ||
Change in fair value | 1,761 | ||
Balance as of March 31, 2019 | $ 104 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Taxes | $ 4,300 | $ 3,400 |
Prepaid real estate taxes | $ 2,201 | $ 284 |
Prepaid Expenses and Other As_4
Prepaid Expenses and Other Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Receivable from New York State | $ 4,308 | $ 3,422 |
Prepaid real estate taxes | 2,201 | 284 |
Prepaid insurance | 8 | 392 |
Prepaid supplies | 1,633 | 1,528 |
Prepaid advertising | 101 | 23 |
Prepaid gaming expenses | 587 | 773 |
Prepaid maintenance contracts | 889 | 657 |
Development escrow and refundable security deposit | 531 | 572 |
Prepaid other | 570 | 375 |
Total prepaid expenses and other current assets | $ 10,828 | $ 8,026 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Feb. 08, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 746,119 | $ 742,554 | ||
Less: Accumulated depreciation | (53,271) | (44,875) | ||
Property and equipment, net | 692,848 | 697,679 | ||
Project Development Costs Incurred Transferred to Property and Equipment | $ 3,600 | |||
Capitalized project development costs | 6,900 | 5,700 | ||
Depreciation | 8,398 | $ 4,656 | ||
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 | 2,382 | 2,382 | ||
Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 624,290 | 622,043 | ||
Building Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 104,654 | 103,621 | ||
Furniture, fixtures and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 11,057 | 10,954 | ||
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 2,966 | $ 2,784 |
Development Projects Costs (Det
Development Projects Costs (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Development Costs [Line Items] | |||
Capitalized project development costs | $ 6.9 | $ 5.7 | |
Construction Manager Costs [Member] | |||
Development Costs [Line Items] | |||
Capitalized project development costs | 5.9 | 4.2 | |
Architectural, Engineering, Construction Manager, and Subcontractor [Member] | |||
Development Costs [Line Items] | |||
Capitalized project development costs | $ 1 | $ 1.5 | |
Golf Course Project [Member] | |||
Development Costs [Line Items] | |||
Capitalized project development costs | $ 21.2 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Development Costs [Line Items] | |||
Project Development Costs | $ 4,438 | $ 4,922 | $ 43,802 |
Liability for horseracing purses | 756 | 868 | |
Accrued payroll | 5,408 | 8,142 | |
Accrued interest expense | 4,937 | 5,033 | |
Accrued marketing | 4,978 | 5,298 | |
Deferred revenue - loyalty points | 1,768 | 2,202 | |
Liability to the NYSGC | 1,851 | 2,816 | |
Liability for local progressive jackpot | 2,922 | 2,560 | |
Accrued premium game leases | 625 | 1,288 | |
Accrued professional fees | 2,231 | 2,337 | |
Accrued utilities | 342 | 561 | |
Accrued other | 5,540 | 2,573 | |
Total accrued expenses and other current liabilities | 31,358 | 33,678 | |
Construction Manager Costs [Member] | |||
Development Costs [Line Items] | |||
Project Development Costs | $ 31,400 | $ 33,700 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 554,370 | $ 560,937 |
Debt issuance costs | (16,149) | (17,240) |
Total long-term debt, net | 538,221 | 543,697 |
Less: Current portion of long-term debt | (46,388) | (48,004) |
Long-term debt, net of current portion | 491,833 | 495,693 |
Term Loan Facility, Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 439,889 | 440,803 |
Term Loan Facility, Term A Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 62,988 | 64,750 |
Bangkok Bank Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 20,000 | 20,000 |
Montreign Operating Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 15,000 | 15,000 |
FF&E Financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 16,493 | $ 20,384 |
Long-Term Debt - Term Loan Faci
Long-Term Debt - Term Loan Facility (Details) - USD ($) | Jan. 24, 2017 | Mar. 31, 2019 | Jul. 24, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 538,221,000 | $ 543,697,000 | ||
Debt Instrument, Covenant, Tax Sharing Agreement, Distributions Percentage of Net Revenues, Maximum | 1.00% | |||
Debt Instrument, Covenant, Repurchase of Capital Stock, Maximum | $ 1,000,000 | |||
Debt Instrument, Covenant, Additional Capital Lease Obligation and Purchase Money Indebtedness Maximum | 40,000,000 | |||
Debt Instrument, Covenant, Additional Other Indebtedness, Maximum | $ 10,000,000 | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Covenant, Maximum First Lien Leverage Ratio | 500.00% | |||
Debt Instrument, Covenant, Minimum Interest Coverage Ratio | 200.00% | |||
Debt Instrument, Covenant, Maximum Consolidated Capital Expenditure | $ 11,000,000 | |||
Allowed Add Back of Pro Forma EBITDA, First Quarter | 108,400,000 | |||
Allowed Add Back of Pro Forma EBITDA, Second Quarter | 77,500,000 | |||
Allowed Add Back of Pro Forma EBITDA, Third Quarter | $ 39,400,000 | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term A Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 63,000,000 | $ 64,800,000 | ||
Stated percentage | 7.65% | 768.00% | ||
Commitment fee percent, after closing date | 5.00% | |||
Debt Instrument, Repayment Percent of Principal | 2.50% | |||
Debt Instrument, Periodic Payment, Principal, First Year | $ 1,800,000 | |||
Debt Instrument, Periodic Payment, Principal, Second Year and Thereafter | 2,600,000 | |||
Repayments of Debt | 1,800,000 | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term A Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 5.00% | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term A Loan [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.00% | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term B Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 439,900,000 | $ 440,800,000 | ||
Stated percentage | 10.88% | 10.96% | ||
Debt Instrument, Repayment Percent of Principal | 1.00% | |||
Repayments of Debt | $ 1,200,000 | |||
Debt Instrument, Periodic Payment, Principal | $ 1,100,000 | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term B Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 8.25% | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term B Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated percentage | 1.00% | |||
Montreign Operating [Member] | Notes Payable to Banks [Member] | Term Loan Facility, Term B Loan [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 7.25% |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facility (Details) - Montreign Operating [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 15,000,000 | $ 15,000,000 |
Maximum borrowing capacity | $ 15,000,000 | |
Stated percentage | 7.63% | 7.71% |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 5.00% | |
Revolving Credit Facility [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 4.00% | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 10,000,000 |
Long-Term Debt - Bankok Bank Lo
Long-Term Debt - Bankok Bank Loan (Details) - Bangkok Bank Loan [Member] - USD ($) $ in Millions | Dec. 28, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Stated percentage | 8.74% | 8.77% | |
London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.25% | ||
Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 5.25% | ||
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $ 20 | $ 20 |
Long-Term Debt - Equipment Loan
Long-Term Debt - Equipment Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 538,221 | $ 543,697 |
Cost of funds rate | 10.00% | |
Equipment Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 31,100 | |
Long-term Debt | $ 16,500 | $ 20,400 |
Stated percentage | 0.00% | |
Long-term Debt, Maturities, Weighted Average of Monthly Repayments | $ 1,000 | |
Equipment Loans [Member] | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, term (in months) | 6 months | |
Stated percentage | 0.00% | |
Equipment Loans [Member] | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, term (in months) | 36 months | |
Stated percentage | 800.00% |
Long-Term Debt - Schedule of An
Long-Term Debt - Schedule of Annual Principal Repayments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
2019 | $ 41,236 |
2020 | 20,686 |
2021 | 15,821 |
2022 | 30,000 |
2023 | 28,113 |
Thereafter | 424,043 |
Totals | $ 559,899 |
Long-Term Loans, Related Party
Long-Term Loans, Related Party (Details) - USD ($) | Dec. 07, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Jun. 25, 2018 | Dec. 28, 2017 | Jan. 24, 2017 |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Covenant, Additional Other Indebtedness, Maximum | $ 10,000,000 | ||||||
Kien Huat Backstop Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated percentage | 12.00% | ||||||
Principal amount of promissory note | $ 20,000,000 | ||||||
Due to Related Parties | $ 0 | $ 0 | |||||
Kien Huat Realty III Limited [Member] | Kien Huat Subordinate Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||
Extension period (in years) | 1 year | ||||||
Long-term Line of Credit | $ 30,000,000 | $ 30,000,000 | |||||
Commitment fee | $ 300,000 | ||||||
Commitment fee (as a percentage) | 1.00% | ||||||
Montreign Operating [Member] | Sub Revolving Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated percentage | 7.00% | ||||||
Principal amount of promissory note | $ 10,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage, Cash | 1.00% | ||||||
Debt Instrument, Interest Rate, Stated Percentage, Accrue and Remain Outstanding | 6.00% | ||||||
Debt Instrument, Covenant, Additional Other Indebtedness, Maximum | $ 10,000,000 | ||||||
Payments to Fund Long-term Loans to Related Parties | $ 10,000,000 | ||||||
Kien Huat Realty III Limited [Member] | Kien Huat Subordinate Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated percentage | 12.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Apr. 02, 2019 | Feb. 20, 2019 | Nov. 14, 2018 | Nov. 13, 2018 | Apr. 02, 2018 | Feb. 20, 2019 | May 07, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 06, 2018 |
Series B | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock dividends | $ 32,087 | |||||||||
Preferred Stock, Shares Issued | 44,000 | 44,000 | ||||||||
Series B | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock dividends | $ 32,087 | |||||||||
Kien Huat Realty Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of Preferred Stock and Preference Stock, Funding Fee | $ 200,000 | $ 100,000 | $ 200,000 | |||||||
Kien Huat Realty Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred Stock, Shares Issued | 200 | 200 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock, Gross | $ 20,000,000 | |||||||||
Issuance of Preferred Stock and Preference Stock, Funding Fee | 200,000 | $ 200,000 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 19,800,000 | |||||||||
Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 126,000,000 | |||||||||
Preferred Stock, Shares Issued | 200 | 120 | 200 | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock, Gross | $ 12,000,000 | $ 20,000,000 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 11,900,000 | $ 19,800,000 | ||||||||
bet365 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of Stock, Shares Available for Purchase | 2,500,000 | |||||||||
Sale of Stock, Price Per Share | $ 20 | |||||||||
Sale of Stock, Total Consideration To Be Received On Transaction | $ 50,000,000 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,685,759 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 29,600,000 | |||||||||
Sale of Stock, Remaining Shares under Agreement | 814,241 | |||||||||
Sale of Stock, Percentage of Ownership after Transaction | 100.00% | |||||||||
Preferred DIstribution, Percentage of Positive DIfference | 50.00% | |||||||||
Preferred Distribution, Term | 3 years | |||||||||
Preferred Distribution, Sale of Common Stock Prior to Trigger Date | $ 0 | |||||||||
Initial Put Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs | $ 1,000,000 | $ 900,000 | ||||||||
Forward Contracts [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs | 100,000 | 1,900,000 | ||||||||
Contingent Put Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs | $ 500,000 | $ 400,000 | ||||||||
May 10, 2020 Expiration Date [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | 133,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30 | |||||||||
March 15, 2025 Expiration Date [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 81.50 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 60,000 | |||||||||
Share Purchase Program Schedule, Period One [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 12,000,000 | |||||||||
Share Purchase Program Schedule, Period One [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 20,000,000 | |||||||||
Share Purchase Program Schedule, Period Two [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 20,000,000 | |||||||||
Share Purchase Program Schedule, Period Two [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 27,000,000 | |||||||||
Share Purchase Program Schedule, Period Three [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 20,000,000 | |||||||||
Share Purchase Program Schedule, Period Three [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | |||||||||
Share Purchase Program Schedule, Period Four [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | |||||||||
Share Purchase Program Schedule, Period Four [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | |||||||||
Share Purchase Program Schedule, Period Five [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 37,000,000 | |||||||||
Share Purchase Program Schedule, Period Five [Member] | Kien Huat Realty III Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | Series F Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 37,000,000 |
Concentration (Details)
Concentration (Details) - Accounts Receivable - Credit Concentration Risk - debtor | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Number of debtors | 1 | 0 |
Hawthorne OTB | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 10.00% | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 20, 2019 | Feb. 15, 2019 | Nov. 13, 2018 | Nov. 06, 2018 | Mar. 31, 2019 | Feb. 20, 2019 | Mar. 31, 2018 |
RW Services Pte Ltd [Member] | RWS License Agreement [Member] | |||||||
Related Party Transaction | |||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 500,000 | $ 200,000 | |||||
Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 126,000,000 | ||||||
Proceeds from related party equity contribution | $ 29,000,000 | ||||||
Funding Fee, Percent | 1.00% | ||||||
Preferred Stock, Shares Issued | 200 | 120 | 200 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock, Gross | $ 12,000,000 | $ 20,000,000 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 11,900,000 | 19,800,000 | |||||
Kien Huat Realty Limited [Member] | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Issuance of Preferred Stock and Preference Stock, Funding Fee | $ 200,000 | $ 100,000 | $ 200,000 | ||||
Kien Huat Realty Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Preferred Stock, Shares Issued | 200 | 200 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock, Gross | $ 20,000,000 | ||||||
Issuance of Preferred Stock and Preference Stock, Funding Fee | 200,000 | $ 200,000 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 19,800,000 | ||||||
Moelis & Company LLC [Member] | 2019 Moelis Letter Agreement [Member] | |||||||
Related Party Transaction | |||||||
Professional and Contract Services Expense | $ 350,000 | ||||||
Share Purchase Program Schedule, Period One [Member] | Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 12,000,000 | ||||||
Share Purchase Program Schedule, Period Two [Member] | Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | 20,000,000 | ||||||
Share Purchase Program Schedule, Period Three [Member] | Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | 20,000,000 | ||||||
Share Purchase Program Schedule, Period Four [Member] | Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | ||||||
Share Purchase Program Schedule, Period Five [Member] | Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | 37,000,000 | ||||||
Share Purchase Program Schedule, Period Six [Member] | Kien Huat Realty III Limited [Member] | Series F Preferred Stock | 2018 Kien Huat Preferred Stock Commitment Letter [Member] | |||||||
Related Party Transaction | |||||||
Share Purchase Agreement, Maximum Purchase Amount | $ 22,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 2,810 |
Variable lease cost: | 384 |
Net lease cost | $ 3,194 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Term and Discount Rate (Details) | Mar. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term (years) | 13 years 6 months |
Weighted-average discount rate | 12.29% |
Commitments and Contingencies_3
Commitments and Contingencies - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 65,465 | $ 65,000 |
Operating Lease, Liability, Noncurrent | 74,673 | |
Operating Lease, Liability | $ 74,673 | $ 74,700 |
Commitments and Contingencies_4
Commitments and Contingencies - Lease Liability Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 (remaining of year) | $ 6,729 | |
2020 | 9,025 | |
2021 | 8,503 | |
2022 | 8,400 | |
2023 | 8,400 | |
Thereafter | 353,473 | |
Total lease payments | 394,530 | |
Less: Imputed interest | 319,857 | |
Total lease liabilities | $ 74,673 | $ 74,700 |
Commitments and Contingencies_5
Commitments and Contingencies - Lease Cash Flow (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows from operating leases | $ 5 |
Subsequent Events (Details)
Subsequent Events (Details) - 2018 Kien Huat Preferred Stock Commitment Letter [Member] - Kien Huat Realty III Limited [Member] - Series F Preferred Stock - USD ($) | May 07, 2019 | Nov. 06, 2018 |
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | $ 126,000,000 | |
Share Purchase Program Schedule, Period One [Member] | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 12,000,000 | |
Share Purchase Program Schedule, Period One [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | $ 20,000,000 | |
Share Purchase Program Schedule, Period Two [Member] | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 20,000,000 | |
Share Purchase Program Schedule, Period Two [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 27,000,000 | |
Share Purchase Program Schedule, Period Three [Member] | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 20,000,000 | |
Share Purchase Program Schedule, Period Three [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | |
Share Purchase Program Schedule, Period Four [Member] | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | |
Share Purchase Program Schedule, Period Four [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | 15,000,000 | |
Share Purchase Program Schedule, Period Five [Member] | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | $ 37,000,000 | |
Share Purchase Program Schedule, Period Five [Member] | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share Purchase Agreement, Maximum Purchase Amount | $ 37,000,000 |
Uncategorized Items - nyny-2019
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (54,000) |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (54,000) |