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Organization and Nature of Business
9 Months Ended
Sep. 30, 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 August 21, 2019, Montreign Operating received from the New York State Gaming Commission (the "NYSGC") a license to operate a sports pool at the Casino. The Casino began its retail sportsbook operations upon receipt of such license.
Through our wholly-owned subsidiary, Monticello Raceway Management, Inc. ("MRMI"), we own and operate Monticello Raceway, which began racing operations in 1958 in Monticello, New York, which is proximate to the Casino. Monticello Raceway featured a video gaming machine ("VGM") and harness horseracing facility. VGM operations and food and beverage service at Monticello 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. In a letter dated October 8, 2019, the NYSGC approved MRMI's race dates for the months of November and December 2019.
On June 20, 2019, the New York State legislature approved the creation of a VGM facility in Orange County, New York. In particular, the legislation allows the Company to operate the new VGM facility in Orange County, subject to certain statutory requirements relating to, among other things, employment levels at the Company’s facilities, continued operation of racing at Monticello Raceway, location of the VGM facility within Orange County and entry into a mitigation agreement between the Company and the VGM facility operating at the Yonkers racetrack. The Company will work with local, state and federal agencies and officials to obtain the necessary permits and approvals to designate the site for, and begin construction on, the new VGM facility.

Merger
On August 18, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Hercules Topco LLC, a Delaware limited liability company (“Parent”), and Hercules Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), whereby Merger Sub will merge into the Company (the "Merger"), with the Company surviving as a subsidiary of Parent. Parent and Merger Sub are affiliates of Kien Huat Realty III LImited ("Kien Huat") and Genting Malaysia Berhard (“GenM”). The Company has set November 13, 2019 as the date for a special meeting of stockholders (the "Special Meeting"), at which the stockholders will be asked to consider and vote upon a proposal to approve the Merger, among other things. If approved by stockholders at the Special Meeting, and all other conditions to the Merger are satisfied or waived, the Merger is expected to close in the fourth quarter of 2019. As a result of the Merger, the common stock will be delisted from The Nasdaq Stock Market and deregistered under the Exchange Act of 1934, as amended.
    
Basis for Presentation

The condensed consolidated financial statements and notes as of September 30, 2019 and December 31, 2018 and for the three- and nine-month periods ended September 30, 2019 and September 30, 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
Historically, our primary sources of liquidity and capital resources have been cash flow from operations, borrowings from banks and proceeds from the issuance of debt and equity securities, including debt and equity securities issued to Kien Huat Realty III Limited (“Kien Huat”), the Company’s largest stockholder. On July 25, 2019, the Special Committee of the Company’s Board of Directors (the "Board") received a letter from Kien Huat (the “Kien Huat 13D Letter”) indicating that, as of the date of the letter, Kien Huat did not intend to provide further equity or debt financing to the Company beyond its obligations under the 2018 Kien Huat Preferred Stock Commitment Letter (as defined and discussed below) while the Company remains a public company. Subsequently, on August 5, 2019, the Special Committee of the Board received a non-binding proposal letter from Kien Huat and Genting Malaysia Berhad, a public limited liability company incorporated in Malaysia ("Genting Malaysia") and an affiliate of Kien Huat (the "Proposal Letter"). Pursuant to the Proposal Letter, Kien Huat and Genting Malaysia submitted a non-binding proposal to acquire all outstanding equity of the Company not already owned by Kien Huat or its affiliates for $9.74 per share of common stock, with each share of the Company’s Series B Preferred Stock receiving the same consideration on an as-converted basis.
On August 18, 2019, the Company entered into the Merger Agreement with affiliates of Kien Huat and GenM, as a result of which the Company will no longer be a public company. Stockholders will be asked to consider and vote upon a proposal to approve the Merger Agreement at the Special Meeting. If approved by stockholders at the Special Meeting, and all other conditions to the Merger are satisfied or waived, the Merger is expected to close in the fourth quarter of 2019. If the Merger is not consummated within the anticipated time frame, our ability to continue as a going concern will be materially adversely affected.
We are currently generating operating losses as the Casino revenues have not exceeded the costs related to the Casino since its opening in February 2018. We believe that our current cash, cash equivalents, cash generated from operations and the available funding pursuant to the 2018 Kien Huat Preferred Stock Commitment Letter will provide sufficient liquidity to fund our operations, the expected costs of the Golf Course Project and our anticipated debt service requirements into the first quarter 2020. This projection is based on our current expectations regarding cost structure, cash burn rate and operating assumptions. Accordingly, 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 and assumes the Company will continue as a going concern.
Our ability to continue as a going concern is dependent on many factors, including our ability to comply with the obligations in our existing debt agreements, to obtain waivers or other relief if we are unable to comply, and/or to be able to repay or refinance our indebtedness as it matures. We were in compliance with, or obtained waivers of, all of the obligations and covenants in our existing debt agreements as of September 30, 2019. Furthermore, we will be in compliance with, or have obtained waivers of, all of the obligations and covenants in our existing debt agreements measured as of September 30, 2019 after making a specified equity contribution in the range of $20 million to $24 million pursuant to the Term Loan Agreement and Revolving Credit Agreement. We can offer no assurance that we will be in compliance with all obligations and covenants measured as of future quarterly periods within the next 12 months or that we will be able to obtain waivers or other relief from the lenders, if necessary.
If the Company determines not to make a specified equity contribution, or interest and principal payments as they become due, unless the lenders under the Term Loan Facility and Revolving Credit Facility waive or eliminate the financial covenants, or otherwise restructure our existing debt agreements, Montreign Operating will be in default under these agreements and the lenders under such agreements can immediately declare all loans due and payable. Furthermore, the Company will be in breach of the Merger Agreement. Any such acceleration of the maturity of Montreign Operating's debt obligations would permit the holders of the Term Loan and certain other lenders and contractual counterparties to terminate and/or accelerate the maturity of obligations due under our other existing debt agreements. If the Merger Agreement is terminated by Parent as a result of a breach of covenants relating to maintaining compliance with the terms of its existing debt obligations, the Company will be required to pay a termination fee of $1.75 million. If the lenders and/or other counterparties demand immediate repayment of all of its obligations, Montreign Operating would likely be unable to pay all such obligations. If the Merger is not consummated, we anticipate that in the near term we will seek to pursue one of the alternatives described above, which may include a restructuring of our existing debt and other arrangements to provide additional liquidity. As part of the various alternatives, we may begin a program to make reductions in our cost structure. There can be no assurance that any of these efforts will be successful. Each of the foregoing alternatives may have materially adverse effects on our business and on the market price of our securities.
Given our continuing negative cash flows from operations, and in order to meet our expected cash needs for the next 12 months and over the longer term, we will be required to obtain additional liquidity sources or possibly restructure our existing debt and other obligations if the Merger is not consummated. If acceptable terms of a restructuring cannot be accomplished, we may not have enough cash and working capital to fund the operations, and satisfy the obligations of, Montreign Operating beyond the near term, which raises substantial doubt about our ability to continue as a going concern. As a result, we may be required to seek to implement an in-court proceeding under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) with respect to Montreign Operating and its subsidiaries, which own and operate the Casino, The Alder and the Golf Course Project. If we commence a voluntary Chapter 11 bankruptcy case, we will attempt to make arrangements with new and existing creditors for additional liquidity facilities and the restructuring of Montreign Operating's existing debt terms before presenting these arrangements to the bankruptcy court for approval. An in-court restructuring proceeding would cause a default on our debt with our current lenders. If the Merger is not consummated, and depending on if and when the Special Committee and the Board determine to pursue this course of action, Empire, the parent entity of the Company, could continue operations and satisfy liabilities and commitments in the normal course of business for the next 12 months based on existing sources of financing and liquidity.
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 Part II of this Quarterly Report on Form 10-Q and 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.