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Acquisitions and Other Investments (Tables) | 12 Months Ended
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Dec. 31, 2018
Business Combinations And Other Investments [Abstract] |
Calculation of purchase price | The following table presents the calculation of the total purchase price:
(in thousands, except per share data) | October 15, 2018
Pinnacle diluted shares outstanding | 62,608,188 |
Share Exchange Ratio | 0.42 |
Shares of Penn common stock issued to former Pinnacle shareholders | 26,295,439 |
Price per share of Penn common stock | $ | 28.51 |
Fair value of Penn common stock issued to former Pinnacle shareholders | 749,683 |
Cash paid to former Pinnacle shareholders | 1,252,259 |
Cash paid by Penn to retire Pinnacle debt, inclusive of accrued interest | 814,273 |
Purchase price | $ | 2,816,215 |
Allocation of purchase price | Goodwill from the Pinnacle Acquisition, of which $92.4 million is deductible for tax purposes, has been preliminarily allocated to the Company’s reportable segments as follows:
(in thousands) |  | Goodwill
Reportable segment: |  |
Northeast |  | $ | 56,400 |
South |  | 48,300 |
West |  | 51,431 |
Midwest |  | 63,400 |
Total |  | $ | 219,531 |
The following table reflects the preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill:
(in thousands) | October 15, 2018
Cash and restricted cash | $ | 124,231 |
Assets held for sale (1) | 667,036 |
Other current assets (2) | 80,622 |
Property and equipment - non-Pinnacle Master Lease | 318,856 |
Property and equipment - Pinnacle Master Lease | 3,984,119 |
Goodwill | 219,531 |
Other intangible assets |
Gaming licenses | 1,046,000 |
Trademarks | 298,000 |
Customer relationships | 22,400 |
Other long-term assets (2) | 38,767 |
Total assets | $ | 6,799,562 |
Long-term financing obligation, including current portion (3) | $ | 3,427,016 |
Other current liabilities (4) | 200,547 |
Deferred tax liabilities | 339,149 |
Other long-term liabilities (4) | 16,635 |
Total liabilities | 3,983,347 |
Net assets acquired | $ | 2,816,215 |
(1) | Assets held for sale represents (i) the proceeds and working capital adjustments related to the divested properties which were sold to Boyd; and (ii) proceeds received from GLPI related to the sale of the Belterra Park real estate assets.
(2) | Other current assets consist primarily of accounts receivable, prepaid expenses and inventories. Other long-term assets consist primarily of long-term notes receivables and deposits.
(3) | Long-term financing obligation, including current portion represents the financing obligation associated with Pinnacle Master Lease, as amended.
(4) Other current liabilities consist primarily of accounts payable, accrued compensation and accrued taxes. Other long-term liabilities primarily relate to deferred compensation.
Actual and pro forma financial results | The following table includes the financial results of the Pinnacle properties since the acquisition date which is included within our Consolidated Statement of Operations for the year ended December 31, 2018:
(in thousands) | Period from October 15, 2018 through December 31, 2018
Revenues | $ | 385,863 |
Net income | $ | 4,664 |
The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Pinnacle had occurred as of January 1, 2017. The pro forma financial information does not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of Penn and Pinnacle prior to the acquisition, with adjustments directly attributable to the acquisition, inclusive of adjustments for acquisition costs.
| For the year ended December 31,
(in thousands, unaudited) | 2018 |  | 2017
Revenues | $ | 5,069,425 |  |  | $ | 5,036,559 |
Net income (loss) | $ | 83,155 |  |  | $ | (38,045 | )

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
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