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Commission file number Exact name of registrant as specified in its charter. State or other jurisdiction of. Box , Monticello, NY. Address of principal executive offices.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 a of the Exchange Act.
Notes to Condensed Consolidated Financial Statements. Quantitative and Qualitative Disclosures about Market Risk. Defaults Upon Senior Securities.
Cash and cash equivalents. Prepaid expenses and other current assets. Property and equipment, net. Capitalized Development Projects costs.
Restricted cash and investments for Development Projects. Cash collateral for deposit bond. Current portion of long-term debt.
Accrued Development Projects costs. Accrued expenses and other current liabilities. Long-term debt, net of current portion.
Accumulated other comprehensive loss. The accompanying notes are an integral part of these consolidated financial statements.
In thousands, except for per share data Unaudited. Three months ended June 30,. Six months ended June 30,. Operating costs and expenses: Selling, general and administrative.
Amortization of gaming license. Total operating costs and expenses. Loss before income taxes. Dividends on preferred stock. Net loss applicable to common stockholders.
Weighted average common shares outstanding: Loss per common share: Other comprehensive gain loss: Unrealized income loss on Interest Rate Cap. Six Months Ended June 30,.
Cash flows provided by used in operating activities: Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt issuance costs.
Net recovery of doubtful accounts. Loss on disposal of property and equipment. Changes in operating assets and liabilities: Net cash used in operating activities.
Cash flows provided by used in investing activities: Purchase of property and equipment. Net change in investments for Development Projects.
Net cash used in investing activities. Cash flows provided by used in financing activities: Proceeds from Term B Loan, net of discount.
Proceeds from Term A Loan. Proceeds from Revolving Credit Facility. Proceeds from related party equity contribution.
Repayment of equipment loans. Series B Preferred Stock dividend payment. Proceeds from exercise of stock options and option matching rights.
Payment of debt issuance costs and Interest Rate Cap fees. Net cash provided by financing activities. Net increase decrease in cash, cash equivalents and restricted cash.
Cash, cash equivalents and restricted cash, beginning of period. Cash, cash equivalents and restricted cash, end of period.
Supplemental disclosures of cash flow information: Cash paid for interest. Non-cash investing and financing activities: Organization and Nature of Business.
Through our wholly-owned subsidiary, Monticello Raceway Management, Inc. Monticello Casino and Raceway currently features a video gaming machine "VGM" and harness horseracing facility.
We also 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.
The Entertainment Project will consist of a hotel with approximately hotel rooms, as well as dining, entertainment and retail offerings. Construction of the hotel began in April and is expected to be open to the public in December The Company anticipates construction to begin during the summer of and anticipates the golf course will be open for play during the summer of The Upstate New York Gaming and Economic Development Act "Gaming Act" provides, among other things, that sports betting at the gaming facilities shall be unlawful unless there has been a change in federal law authorizing such activity or upon ruling of a court of competent jurisdiction that such activity is lawful.
In May , the Supreme Court of the United States decided that the Professional and Amateur Sports Protection Act of , which effectively outlawed sports betting nationwide, was unconstitutional.
Therefore, upon the enactment of relevant regulations by the NYSGC, the Company may implement sports betting as part of the gaming experience at the Casino.
In addition, the Company may pursue opportunities in online sports gambling and mobile betting upon their legalization in New York State.
The Company is in discussions with various industry participants about the operation of a sports book at the Casino and broader collaboration on the implementation of online platforms.
We may pursue these opportunities through direct investments, acquisitions, joint venture arrangements and other transactions. We can provide no assurance that we will successfully identify such opportunities or that, if we identify and pursue any of these opportunities, any of them will be consummated.
All intercompany balances and transactions are eliminated in consolidation. 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. 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 generated from operations, borrowings from banks and proceeds from the issuance of debt and equity securities.
Based on our current level of operations and the continuing ramp-up of amenities at the Casino and expenditures for the Development Projects over the next 12 months, we may need to raise additional debt or equity financing to supplement the cash generated from operations, cash on hand, and the amounts available under our principal debt arrangements, to meet our anticipated debt service requirements, make capital expenditures and satisfy working capital needs for the next 12 months.
We cannot be certain that our business will generate sufficient cash flow from operations, that our anticipated earnings from the Casino will be realized, or that future borrowings will be available under our existing debt arrangements or otherwise to enable us to service our indebtedness, make anticipated capital expenditures and satisfy working capital needs.
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.
Summary of Significant Accounting Policies. Certain amounts in the accompanying consolidated financial statements for the period have been reclassified to conform to presentation in the period, most notably amortization of debt issuance costs has been included within interest expense on the Condensed Consolidated Statement of Operations.
As described below, the Company adopted the provisions of new accounting standards and updates as codified in the Accounting Standards Codification ASC Topic regarding revenue recognition.
The Company adopted this guidance as of January 1, using the modified retrospective approach. Under the modified retrospective approach, amounts presented as of December 31, and for the three-month and six-month periods ended June 30, have not been adjusted to reflect the impact of the ASC Topic This approach does not significantly impact the comparability of the and amounts.
The promotional allowances recorded in are no longer presented in under ASC Topic These increases were exclusively the result of remeasuring the loyalty program liability from a deferred cost model to a deferred revenue model.
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.
In the case of a hotel stay involving multiple days, the total transaction price of the stay is recognized on a straight-line basis as the reservation for total days of stay is non-cancelable by the patron.
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.
Prior to the adoption of ASC , we determined our liability for unredeemed points based on the estimated costs of services or merchandise to be provided and estimated redemption rates.
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 are recognized when goods are delivered and services are performed. Racing revenues include revenue earned from pari-mutuel wagering on live harness racing and simulcast signals to and from other tracks.
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.
Subsequent to the adoption of ASC , complimentary food and beverage revenues and room revenues are included in food and beverage revenues, room revenues, and other revenues, with a corresponding decrease to gaming revenues, in the unaudited condensed consolidated statements of operations.
Complimentary food and beverage revenues, and complimentary room revenues for the three-month and six-month periods ended June 30, and , respectively, were as follows: Complimentary food and beverage revenues.
Loyalty points are generally earned and redeemed continuously over time. Cash, cash equivalents and restricted cash.
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.
The Company has several types of restricted cash accounts. 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 such amounts shown in the statement of cash flows: Restricted cash for Development Projects.
Total cash, cash equivalents and restricted cash shown in the statement of cash flows. Restricted cash and investments for Development Projects represented the remaining funds from the Term Loan Facility to be utilized for the Development Projects.
The short-term investments are recorded at amortized cost, which approximates fair value due to their short-term nature. 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. In the normal course of business, the Company settles wagers for other racetracks and is exposed to credit risk.
These wagers are included in accounts receivable. Account balances are charged against the allowance after all means of collection have been. Interest costs incurred in connection with the construction of the Casino and the Development Projects have been capitalized in the cost of the projects.
Capitalization will cease when the Casino or the other Development projects are substantially complete or if development activity is suspended for an extended period of time.
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.
Therefore, basic and diluted loss per common share for the three-month and six-month periods ended June 30, and and were the same.
The following table shows the approximate number of common stock equivalents outstanding at June 30, and 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 and six-month periods ended June 30, and , because their inclusion would have been anti-dilutive to the loss per common share: Restricted stock units "RSUs".
Interest Rate Cap Agreement. In February , 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, through February 28, and then for a portion of the balance of its Term B Loan through July 31, the "Interest Rate Cap".
The cost of the Interest Rate Cap is amortized over its term as interest expense. The difference between the fair value and amortized cost is recorded as an adjustment to accumulated other comprehensive loss.
Accumulated Other Comprehensive Loss. 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.
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: 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: Level of Fair Value Hierarchy.
Restricted cash and investments for Development Projects: Term B Loan, net of discount. The cost of all share-based awards to employees, including grants of employee stock options and restricted stock, is recognized in the financial statements based on the fair value of the awards at grant date.
The fair value of stock option awards is determined using the Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards is equal to the market price.
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.
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.
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. The term of the Gaming Facility License is 10 years from the date of grant; however, amortization did not commence until the Casino opened to the public in February Amortization has been recognized on a straight-line basis beginning in February and will continue until the license is up for renewal in 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.
Under ASU , the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets.
ASU will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, The standard must be adopted using a modified retrospective approach and provides for certain practical expedients.
Early adoption is permitted. The Company intends to adopt the standard on January 1, and apply the package of practical expedients available to it upon adoption.
The Company continues to evaluate the effect that ASU will have on consolidated financial statements, but we expect that ASU will have a material effect on the condensed consolidated balance sheets as a result of the recognition of certain leases as right-of-use assets and lease liabilities.
In November , FASB issued ASU , "Restricted Cash" Topic , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents.
The Company adopted this standard on January 1, using the retrospective transition method. The impact of the new standard is that the Company's condensed consolidated statements of cash flows now present the change in a combined amount for both restricted and unrestricted cash and cash equivalents for all periods presented.
Prepaid Expenses and Other Assets. Under this program, the Company receives a refund for real estate taxes paid during the year, after the end of New York State's fiscal year.
The increases in prepaid real estate taxes, advertising, gaming expenses and security deposits are directly related to the opening of the Casino during the current six-month period.
Prepaid expenses and other current assets, as presented on the balance sheet, are comprised of the following at June 30, and December 31, Empire Zones real estate tax credit.
Prepaid real estate taxes. Development escrow and refundable security deposit. Total prepaid expenses and other current assets.
Property and equipment at June 30, and December 31, consists of the following: Furniture, fixtures and equipment. Capitalized Project Development Costs.
Cash Collateral for Deposit Bond. On January 4, , the NYSGC notified the Company that it had confirmed that the Minimum Capital Investment criteria had been met and the funds returned to the Company were deposited into a lender-controlled account for use towards Development Projects expenses.
Accrued Expenses and Other Current Liabilities. Liability for horseracing purses. Deferred revenue - loyalty points.
Liability for local progressive jackpot. Accrued premium game leases. Total accrued expenses and other current liabilities.
The liability for local progressive jackpot represents the liability the Casino and the Monticello Casino and Raceway has incurred for all progressive jackpot games at each period ending date.
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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 subject to grace periods, as applicable , including among others: 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. Obligations under the Kien Huat Backstop Loan Agreement may be accelerated upon certain customary events of default subject to grace periods, as appropriate , including among others, nonpayment of principal, interest or fees, and breach of the affirmative covenants.
Our common stock is transferable only subject to the provisions of Section 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.
Preferred Stock and Dividends. The Company paid dividends, required by the terms of the Series B Preferred Stock, during and on the following dates: As of June 30, , the Company had one gaming patron who represented 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.
Pursuant to the Moelis Engagement Agreement, Moelis has also been engaged as exclusive financial advisor with respect to a strategic financing transaction for the Company, if any.
In the event a transaction is consummated, the Moelis Engagement Agreement contemplates additional transaction-based fees would be earned by Moelis.
Polle refrained from participating in the discussion of the Moelis Engagement Agreement and abstained from voting on whether to enter into such agreement.
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.
The following table represents the minimum lease payments under the Company's operating leases at June 30, The details of operating lease commitments are described below.
The option dates each an "Option Date" under the Casino Lease mean each of the 20th, 30th, 40th, 50th and 60th anniversaries of the commencement of the Casino Lease.
Upon Montreign Operating's timely notice of exercise of its Termination Option, the Casino Lease will be automatically terminated effective as of the applicable Option Date.
T he following table represents the fixed rent payments under the Casino Lease at June 30, Fixed Rent Payments due by Period.
Additionally, the lease is a net lease, and Montreign Operating has an obligation to pay the rent payable under the Casino Lease and other costs related to Montreign Operating's use and operation of the Casino Parcel, including the special district tax assessments allocated to the Casino Parcel, not to exceed the capped dollar amount applicable to the Casino Parcel.
The terms of the Golf Course Lease are substantially similar to the Casino Lease, subject to the material differences described below.
Under the Golf Course Lease, there is no percentage rent due. The following table represents the future fixed rent payments under the Golf Course Lease at June 30, The terms of the Entertainment Project Lease are substantially similar to the Casino Lease, subject to the material differences described below.
Under the Entertainment Project Lease, there is no percentage rent due. The following table represents the future fixed rent payments under the Entertainment Project Lease at June 30, The July 23, drawdown was the last in a series of drawdowns on the Term A Loan.
Many of these factors are beyond our ability to control or predict. You should not place undue reliance on any forward-looking statements, which are based on current expectations.
Further, forward-looking statements speak only as of the date they are made, and we will not update these forward-looking statements, even if our situation changes in the future.
We caution the reader that a number of important factors discussed herein, and in other reports filed with the Securities and Exchange Commission, could affect our actual results and cause actual results to differ materially from those discussed in forward-looking statements.
Our indirect wholly-owned subsidiary, Montreign Operating, doing business as Resorts World Catskills, owns and operates Resorts World Catskills, a Casino, which opened to the public on February 8, Montreign Operating is the sole holder of a Gaming Facility License.
The Entertainment Project and Golf Course. The Gaming Act provides, among other things, that sports betting at the gaming facilities shall be unlawful unless there has been a change in federal law authorizing such activity or upon ruling of a court of competent jurisdiction that such activity is lawful.
Critical Accounting Policies and Estimates. We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements.
The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.
We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate.
However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.
For further information on our critical accounting estimates, see Item 7. With the exception of the adoption of ASC on January 1, , there have been no material changes to our critical accounting policies and estimates.
See Note B to the condensed consolidated financial statements for further information regarding our updated revenue recognition and loyalty program accounting policies.
The following table highlights the various sources of revenues and expenses for the three months ended June 30, as compared to the three months ended June 30, Food and beverage revenues.
Food and beverage expenses. Selling, general and administrative expenses. Gaming Revenues and Expenses. The decrease in gaming revenue at Monticello Casino and Raceway was primarily due to a decrease in volume due to the opening of the Casino.
The increase in gaming expenses was primarily due to expenses generated by the Casino, which includes gaming taxes and payroll expenses, offset by an increase in the commission rate earned by the Company at operations at Monticello Casino and Raceway.
The Company's commission rate was increased due to NYSGC regulations that allow for a higher commission that is commensurate with the blended tax rate paid by the Casino.
Racing Revenues and Expenses. The decrease in racing revenues is due to a decrease in racing simulcast revenues as compared to the three-month period ended June 30, The increase is due to larger purse contributions and higher fees required by New York State.
Food and Beverage Revenues and Expenses. The increase was primarily due to the opening of the Casino and its attendant additional food venues, which increased costs for food, beverage and supplies, as well as payroll expense.
Room Revenues and Expenses. Other Revenues and Expenses. Other revenues primarily include income from retail, ATM revenue and commissions from the sale of lottery tickets.
The decrease was primarily due to the Casino opening. Costs associated with the Casino will cease to be capitalized upon the complete opening of the Casino.
At June 30, , the Casino is open, however the penthouse suites at the Casino are still under construction and are expected to be complete in December The Company is also currently building the Entertainment Project.
See Recent Events above for further details. The following table highlights the various sources of revenues and expenses for the six months ended June 30, as compared to the six months ended June 30, in thousands, except percentages: The decrease in gaming revenue at Monticello Casino and Raceway was primarily due to a decrease in volume due to the opening of the Casino, as well as unfavorable weather during the first quarter.
The increase in gaming expenses was primarily due to the Casino opening, which includes gaming taxes and payroll expenses, offset by an increase in the commission rate earned by the Company at operations at Monticello Casino and Raceway.
The decrease in racing revenues is due to a decrease in racing simulcast revenues as compared to the six-month period ended June 30, The increase was primarily due to the opening of the Casino and its additional food venues, which increased costs for food, beverage and supplies, as well as payroll related expenses.
The increase was primarily due to increased payroll and benefits for Casino employees and management staffing prior to Casino opening, as well as marketing and advertising expenses in preparation for the Casino opening.
Costs associated with the Casino will cease to be capitalized upon the complete opening of the Casino, which is expected to occur in December Based on our current level of operations and the continuing ramp-up of amenities at the Casino and the expenditures for the Development Projects over the next 12 months, we may need to raise additional debt or equity financing to supplement the cash generated from operations, cash on hand, and the amounts available under our principal debt arrangements, to meet our anticipated debt service requirements, make capital expenditures and satisfy working capital needs for the next 12 months.
We cannot be certain that our business will generate sufficient cash flow from operations, that our anticipated earnings from the Casino will be realized, or that future borrowings will be available under our existing debt arrangements or otherwise to enable us to service our indebtedness or to make anticipated capital expenditures.
We continue to generate net losses due to the expenses we incurred related to the Casino and the Development Projects prior to the opening of the Casino.
Our operating cash flows during the six-month period ended June 30, were negatively impacted by severe weather during the period resulting in a reduction in revenues.
The decrease in cash flow for the six-month period ended June 30, was primarily due to the impact of the net loss for the period along with the increase in accounts receivable and prepaid expenses associated with the Casino opening.
Cash flows for the current year may not be indicative of future results due to the timing of the Casino opening, a lack of full amenities and delayed marketing expenditures for the Casino.
The Casino opened to the public in February with limited amenities. While additional amenities have been added to the Casino during the three-month period ended June 30, , the Entertainment Project is expected to be completed in December and the Golf Course is expected to open in June Moreover, Resorts World Catskills opened during the winter season, which is historically a season of lower visitation to casinos.
The Company expects to deploy the proceeds of the Kien Huat Subordinate Loan in the current fiscal quarter. We expect that the additional marketing activity during the summer season when visitations to gaming facilities are historically higher will positively impact the operations at the Casino.
The decrease in net cash used for the six-month period ended June 30, as compared to was due primarily to the reduction in investments of unused loan proceeds in The proceeds of the Term Loan Facility may be used solely to pay for costs relating to the Development Projects.
The costs associated with the Development Projects may increase due to risks inherent in the design and development of such projects and their construction.
The Development Projects could experience changes to plans and specifications, even after the opening of such facilities, delays and significant cost increases, labor disputes or work stoppages, poor performance or nonperformance by any third party on which we rely, or other unanticipated circumstances or cost increases.
The occurrence of any of these development and construction risks could increase the total costs of the Development Projects or delay or prevent the construction or opening or otherwise affect the design and features of the Development Projects.
All of these circumstances could materially adversely affect our financial condition and cause us to require additional funding, generated from our operations or external sources, to complete the construction of the Development Projects.
The proceeds of the Term Loan Facility are held in a lender-controlled account and may be used solely to pay the expenses of the Development Projects.
The Term Loan Agreement further requires the Project Parties to satisfy certain financial covenants, including a maximum first lien leverage ratio, a minimum interest coverage ratio and mandatory prepayments from excess cash flow.
The financial covenant relating to mandatory prepayments will be measured beginning in the first fiscal year in which the Full Opening Date occurs.
At June 30, , the Company was in compliance with all applicable covenant requirements under the Term Loan Facility.
Our affiliates may, from time to time, seek to purchase our outstanding Term B Loan through cash purchases in open market purchases, privately negotiated transactions or otherwise.
We will evaluate any such transactions in light of then-existing market conditions, taking into account our current liquidity, prospects for future access to capital and contractual restrictions.
The amounts involved may be material. 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 Facility.
The Company also pays a commitment fee to Bangkok Bank equal to the undrawn amount of the Bangkok Bank Loan multiplied by a rate equal to 1.
Such commitment fee was payable on the last business day of each quarter beginning on March 31, The Bangkok Bank Loan Agreement contains customary representations and warranties and affirmative covenants, negative covenants and financial covenants that, among other things, restrict the ability of Empire 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.
At June 30, , the Company was in compliance with the covenant requirements of the Bangkok Bank Loan. The Company has entered into several long-term financing agreements related to the purchase of its slot machines, equipment and software for the Casino' s hotel, information technology and other operations.
Obligations under the Kien Huat Subordinate Loan Agreement may be accelerated upon certain customary events of default subject to grace periods,.
Other Factors Affecting Liquidity. The Company may raise additional equity or debt capital or enter into arrangements to secure necessary financing to fund the completion of the Development Projects, to meet obligations under the Term Loan Facility or for the general corporate purposes of the Company.
Such arrangements may take the form of loans, strategic agreements, joint ventures or other agreements. Unless otherwise indicated in a prospectus supplement, the Company expects the net proceeds from the sale of securities will be used to support the Development Projects, capital expenditures, working capital and for other general corporate purposes, including servicing debt obligations.
The Company may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary to our business.
From time to time, we may pursue various strategic business opportunities. We are not currently exploring such opportunities.
Our common stock is transferable subject to the provisions of Section of the Racing, Pari-Mutuel Wagering and Breeding Law, so long as we hold directly or indirectly, a racetrack 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 table below lists the payment commitments of the Company as of June 30, Payments due by period. Years 6 - Golf Course Lease b.
Entertainment Project Lease c. Term B Loan d. Term A Loan e. Bangkok Bank Loan g. Revolving Credit Facility i. Annual fixed rent payments under the Casino Lease are as follows: Annual fixed rent payments under the Golf Course Lease are as follows: Annual fixed rent payments under the Entertainment Project Lease are as follows: The Term B Loan is a variable rate instrument.
Accordingly, the payments reflected above include only principal amounts. The Term A Loan is a variable rate instrument. Equipment loan payments, primarily for the purchase of slot machines, software and other equipment for the Casino.
The repayment period terms are between 24 and 36 months. Fireplace Information Has Fireplace of Fireplaces: Parking Information of Assigned Spaces: Right on Casino Circle to house on right.
Park in an un-numbered space. Tax Information County Tax: Assessments Information Special Assessment Payment: Annually Improvement Assessed Value: Lot Information Lot Features: Backs to Trees Tidal Water: Land Information Land Assessed Value: Above Grade Information Finished Sq.
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