XML 39 R28.htm IDEA: XBRL DOCUMENT
v3.19.2

Acquisitions (Tables) | 6 Months Ended
--- | ---
Jun. 30, 2019
Business Combinations [Abstract] |
Allocation of purchase price | 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) | May 23, 2019
Cash and cash equivalents | $ | 31,051 |
Receivables, prepaid expenses, and other current assets | 15,622 |
Property and equipment | 32,330 |
Goodwill (1) | 61,714 |
Other intangible assets |
Gaming license | 166,400 |
Trademark | 24,400 |
Customer relationships | 3,300 |
Operating lease right-of-use assets | 516,099 |
Finance lease right-of-use assets | 4,168 |
Other assets | 228 |
Total assets | $ | 855,312 |
Accounts payable, accrued expenses, and other current liabilities | $ | 14,830 |
Operating lease liabilities | 516,059 |
Finance lease liabilities | 4,168 |
Total liabilities | 535,057 |
Net assets acquired | $ | 320,255 |
(1) The goodwill has been assigned to our Northeast segment. The entire $61.7 million goodwill amount is deductible for tax purposes. 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) | January 1, 2019
Cash and cash equivalents | $ | 10,756 |
Receivables, prepaid expenses, and other current assets | 7,058 |
Property and equipment | 21,731 |
Goodwill (1) | 39,457 |
Other intangible assets |
Gaming license | 48,100 |
Customer relationships | 2,300 |
Operating lease right-of-use assets | 196,212 |
Total assets | $ | 325,614 |
Accounts payable, accrued expenses, and other current liabilities | $ | 9,511 |
Operating lease liabilities | 196,212 |
Total liabilities | 205,723 |
Net assets acquired | $ | 119,891 |
(1) The goodwill has been assigned to our South segment. The entire $39.5 million goodwill amount is deductible for tax purposes.
Actual and pro forma financial results |
| For the three months ended June 30, |  | For the six months ended June 30,
(in thousands) | 2019 |  | 2018 |  | 2019 |  | 2018
Revenues | $ | 1,372,682 |  |  | $ | 1,446,724 |  |  | $ | 2,739,259 |  |  | $ | 2,848,996 |
Net income attributable to Penn | $ | 57,296 |  |  | $ | 65,970 |  |  | $ | 111,199 |  |  | $ | 117,093 |
The following table includes the financial results of Margaritaville since the acquisition date, which are included within our unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019:
(in thousands) | For the three months ended June 30, 2019 |  | For the six months ended June 30, 2019
Revenues | $ | 39,586 |  |  | $ | 81,085 |
Net income | $ | 3,271 |  |  | $ | 8,232 |
The following table includes the financial results of Greektown since the acquisition date, which are included within our unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019:
(in thousands) | Period from May 23, 2019 through June 30, 2019
Revenues | $ | 34,229 |
Net income | $ | 932 |
Adjustments to purchase price allocation | During the six months ended June 30, 2019, we made the following adjustments to the preliminary purchase price allocation:
(in thousands) | Estimated fair value as previously reported (1) |  | Measurement period adjustments |  | Estimated fair value as adjusted
Cash and restricted cash | $ | 124,231 |  |  | $ | — |  |  | $ | 124,231 |
Assets held for sale | 667,036 |  |  | 461 |  |  | 667,497 |
Other current assets | 80,622 |  |  | — |  |  | 80,622 |
Property and equipment - non-Pinnacle Master Lease | 318,856 |  |  | — |  |  | 318,856 |
Property and equipment - Pinnacle Master Lease (2) | 3,984,119 |  |  | (29,200 | ) |  | 3,954,919 |
Goodwill (3) | 219,531 |  |  | 24,534 |  |  | 244,065 |
Other intangible assets |  |  |  |  |  |
Gaming licenses | 1,046,000 |  |  | 21,600 |  |  | 1,067,600 |
Trademarks | 298,000 |  |  | — |  |  | 298,000 |
Customer relationships | 22,400 |  |  | — |  |  | 22,400 |
Other long-term assets | 38,767 |  |  | — |  |  | 38,767 |
Total assets | $ | 6,799,562 |  |  | $ | 17,395 |  |  | $ | 6,816,957 |
Long-term financing obligation, including current portion (4) | $ | 3,427,016 |  |  | $ | 5,517 |  |  | $ | 3,432,533 |
Other current liabilities | 200,547 |  |  | 1,188 |  |  | 201,735 |
Deferred tax liabilities | 339,149 |  |  | 10,690 |  |  | 349,839 |
Other long-term liabilities | 16,635 |  |  | — |  |  | 16,635 |
Total liabilities | 3,983,347 |  |  | 17,395 |  |  | 4,000,742 |
Net assets acquired | $ | 2,816,215 |  |  | $ | — |  |  | $ | 2,816,215 |
(1) | Amounts were initially reported within the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019.
(2) | Includes buildings, boats, vessels, barges, and implied land and land use rights. Land use rights represent the intangible value of the Company’s ability to utilize and access land associated with long term ground lease agreements that give the Company the exclusive rights to operate the casino gaming facilities associated with such agreements.
(3) | See Note 7, “Goodwill and Other Intangible Assets,” for details on the impact to each reportable segment.
(4) Long-term financing obligation, including current portion represents the financing obligation associated with Pinnacle Master Lease, as amended.

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- 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=116869197&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration