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Acquisitions and Other Investments | 12 Months Ended
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Dec. 31, 2019
Business Combinations And Other Investments [Abstract] |
Acquisitions and Other Investments | Note 5—Acquisitions and Other Investments Greektown Casino-Hotel On May 23, 2019, the Company acquired all of the membership interests of Greektown Holdings, L.L.C., for a net purchase price of $320.3 million, after working capital and other adjustments, pursuant to a transaction agreement among the Company, VICI Properties L.P., a wholly-owned subsidiary of VICI, and Greektown Mothership LLC. In connection with the acquisition, the real estate assets relating to Greektown were acquired by a subsidiary of VICI for an aggregate sales price of $700.0 million and the Company entered into the Greektown Lease, which has an initial annual rent of $55.6 million and an initial term of 15 years, with four five-year renewal options. The acquisition of the operations was financed through a combination of cash on hand and incremental borrowings under the Company’s Revolving Credit Facility (as defined in Note 10, “Long-term Debt”). The Company is in the process of finalizing the assumptions that derive the fair value of certain assets acquired and liabilities assumed. Therefore, the allocation of the purchase price is preliminary and subject to change. During the year ended December 31, 2019, subsequent to the date of acquisition, we made the following adjustments to the preliminary purchase price:
(in millions) | Estimated fair value, as previously reported (1) |  | Measurement period adjustments |  | Estimated fair value, as adjusted
Cash and cash equivalents | $ | 31.1 |  |  | $ | — |  |  | $ | 31.1 |
Receivables, prepaid expenses, and other current assets | 15.7 |  |  | (1.2 | ) |  | 14.5 |
Property and equipment | 32.3 |  |  | (3.9 | ) |  | 28.4 |
Goodwill (2) | 61.7 |  |  | 5.7 |  |  | 67.4 |
Other intangible assets |  |  |  |  |
Gaming license | 166.4 |  |  | — |  |  | 166.4 |
Trademark | 24.4 |  |  | — |  |  | 24.4 |
Customer relationships | 3.3 |  |  | — |  |  | 3.3 |
Operating lease right-of-use assets | 516.1 |  |  | — |  |  | 516.1 |
Finance lease right-of-use assets | 4.1 |  |  | — |  |  | 4.1 |
Other assets | 0.2 |  |  | (0.2 | ) |  | — |
Total assets | $ | 855.3 |  |  | $ | 0.4 |  |  | $ | 855.7 |
Accounts payable, accrued expenses and other current liabilities | $ | 14.8 |  |  | $ | 0.4 |  |  | 15.2 |
Operating lease liabilities | 516.1 |  |  | — |  |  | 516.1 |
Finance lease liabilities | 4.1 |  |  | — |  |  | 4.1 |
Total liabilities | 535.0 |  |  | 0.4 |  |  | 535.4 |
Net assets acquired | $ | 320.3 |  |  | $ | — |  |  | $ | 320.3 |
(1) | Amounts were initially reported within the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2019, filed with the SEC on August 8, 2019.
(2) | The goodwill has been assigned to our Northeast segment. The entire $67.4 million goodwill amount is deductible for tax purposes.
The Company used the income, market, or cost approach (or a combination thereof) for the valuation, as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. Property and equipment acquired consists of non-REIT assets (e.g., equipment for use in gaming operations, furniture and other equipment). We determined that the land and buildings subject to the Greektown Lease, which was entered into at the time of the acquisition, represented operating lease ROU assets with a corresponding operating lease liability calculated based on the present value of the future lease payments at the acquisition date in accordance with GAAP. Management determined the fair value of its office equipment, computer equipment and slot machine gaming devices based on the market approach and other personal property based on the cost approach, supported where available by observable market data, which includes consideration of obsolescence. Acquired identifiable intangible assets consist of a gaming license and a trademark, which are both indefinite-lived intangible assets, and customer relationships, which is an amortizing intangible asset with an assigned useful life of 2 years. Management valued (i) the gaming license using the Greenfield Method under the income approach; (ii) the trademark using the relief-from-royalty method under the income approach; and (iii) customer relationships (rated player databases) using the with-and-without method of the income approach. All valuation methods are forms of the income approach supported by observable market data for peer casino operator companies. See Note 2, “Significant Accounting Policies,” for more information. The following table includes the financial results of Greektown since the acquisition date, which is included within our Consolidated Statement of Income for the year ended December 31, 2019:
(in millions) | Period from May 23, 2019 through December 31, 2019
Revenues | $ | 195.9 |
Net income | $ | 10.9 |
Margaritaville Resort Casino On January 1, 2019, the Company acquired the operations of Margaritaville for a net purchase price of $122.9 million, after working capital and other adjustments, pursuant to (i) an agreement and plan of merger (the “Margaritaville Merger Agreement”) among the Company, VICI, Bossier Casino Venture (HoldCo), Inc. (“Holdco”), and Silver Slipper Gaming, LLC, and (ii) a membership interest purchase agreement (the “MIPA”) among VICI and the Company. Pursuant to the Margaritaville Merger Agreement, a subsidiary of VICI merged with and into Holdco with Holdco surviving the merger as a wholly-owned subsidiary of VICI (the “Merger”) and owner of the real estate assets relating to Margaritaville. Pursuant to the MIPA, immediately following the consummation of the Merger, HoldCo sold its interests in its sole direct subsidiary and owner of the Margaritaville operating assets, to the Company. In connection with the acquisition, the real estate assets used in the operations of Margaritaville were acquired by VICI for $261.1 million and the Company entered into the Margaritaville Lease, which has an initial annual rent of $23.2 million and an initial term of 15 years, with four five-year renewal options. The acquisition of the operations was financed through incremental borrowings under the Company’s Revolving Credit Facility. During the fourth quarter of 2019, the Company finalized the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill. During the year ended December 31, 2019, prior to its finalization, we made the following adjustments to the preliminary purchase price allocation:
(in millions) | Estimated fair value, as previously reported (1) |  | Measurement period adjustments |  | Fair value, as finalized
Cash and cash equivalents | $ | 10.7 |  |  | $ | — |  |  | $ | 10.7 |
Receivables, prepaid expenses, and other current assets | 7.1 |  |  | (0.1 | ) |  | 7.0 |
Property and equipment | 21.7 |  |  | (1.0 | ) |  | 20.7 |
Goodwill (2) | 39.5 |  |  | 4.7 |  |  | 44.2 |
Other intangible assets |  |  |  |  |
Gaming license | 48.1 |  |  | — |  |  | 48.1 |
Customer relationships | 2.3 |  |  | — |  |  | 2.3 |
Operating lease right-of-use assets | 196.2 |  |  | — |  |  | 196.2 |
Total assets | $ | 325.6 |  |  | $ | 3.6 |  |  | $ | 329.2 |
Accounts payable, accrued expenses and other current liabilities | $ | 9.5 |  |  | $ | 0.6 |  |  | $ | 10.1 |
Operating lease liabilities | 196.2 |  |  | — |  |  | 196.2 |
Total liabilities | 205.7 |  |  | 0.6 |  |  | 206.3 |
Net assets acquired | $ | 119.9 |  |  | $ | 3.0 |  |  | $ | 122.9 |
(1) | Amounts were initially reported within the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019, filed with the SEC on May 8, 2019.
(2) | The goodwill has been assigned to our South segment. The entire $44.2 million goodwill amount is deductible for tax purposes.
The Company used the income, market, or cost approach (or a combination thereof) for the valuation, as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Property and equipment acquired consists of non-REIT assets (e.g., equipment for use in gaming operations, furniture and other equipment). We determined that the land and buildings subject to the Margaritaville Lease, which was entered into at the time of the acquisition, represented operating lease ROU assets with a corresponding operating lease liability calculated based on the present value of the future lease payments at the acquisition date in accordance with GAAP. Management determined the fair value of its office equipment, computer equipment and slot machine gaming devices based on the market approach and other personal property based on the cost approach, supported where available by observable market data, which includes consideration of obsolescence. Acquired identifiable intangible assets consist of a gaming license, which is an indefinite-lived intangible asset, and a customer relationship, which is an amortizing intangible asset with an assigned useful life of 2 years. Management valued (i) the gaming license using the Greenfield Method under the income approach and (ii) the customer relationships using the with-and-without method of the income approach. All valuation methods are forms of the income approach supported by observable market data for peer casino operator companies. See Note 2, “Significant Accounting Policies,” for more information. The following table includes the financial results of Margaritaville since the acquisition date, which is included within our Consolidated Statement of Income for the year ended December 31, 2019:
(in millions) | For the year ended December 31, 2019
Revenues | $ | 157.6 |
Net income | $ | 13.7 |
Pinnacle Acquisition On October 15, 2018, the Company acquired all of the outstanding shares of Pinnacle, for a total purchase price of $2,816.2 million, which consisted of (i) a cash payment of $20.00 per share of Pinnacle common stock, totaling $1,252.2 million; (ii) issuance of Penn National common stock in the amount of $749.7 million; and (iii) the retirement of $814.3 million of Pinnacle debt obligations. In conjunction with the Pinnacle Acquisition, the Company divested the membership interests of certain Pinnacle subsidiaries, which operated the casinos known as Ameristar St. Charles, Ameristar Kansas City, Belterra Resort and Belterra Park (referred to collectively as the “Divested Properties”), to Boyd Gaming Corporation (NYSE: BYD). Additionally, as a part of the transaction, (i) GLPI acquired the real estate assets associated with Plainridge Park Casino, and concurrently leased back such assets to the Company. In connection with the sale of the Divested Properties and the Plainridge Park Casino Sale-Leaseback, the Pinnacle Master Lease, which was assumed by the Company concurrent with the closing of the Pinnacle Acquisition, was amended. The Pinnacle Acquisition added 12 gaming properties to our holdings and provides us with greater operational scale and geographic diversity. For more information on the Pinnacle Master Lease and related amendment, see Note 11, “Leases.” During the third quarter of 2019, the Company finalized the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill. During the year ended December 31, 2019, prior to its finalization, we made the following adjustments to the preliminary purchase price allocation:
(in millions) | Estimated fair value, as previously reported (1) |  | Measurement period adjustments |  | Fair value, as finalized
Cash and restricted cash | $ | 124.2 |  |  | $ | — |  |  | $ | 124.2 |
Assets held for sale | 667.0 |  |  | 0.5 |  |  | 667.5 |
Other current assets | 80.6 |  |  | 0.5 |  |  | 81.1 |
Property and equipment - non-Pinnacle Master Lease | 318.9 |  |  | (0.3 | ) |  | 318.6 |
Property and equipment - Pinnacle Master Lease (2) | 3,984.1 |  |  | (29.2 | ) |  | 3,954.9 |
Goodwill (3) | 219.5 |  |  | 18.7 |  |  | 238.2 |
Other intangible assets |  |  |  |  |
Gaming licenses | 1,046.0 |  |  | 21.6 |  |  | 1,067.6 |
Trademarks | 298.0 |  |  | — |  |  | 298.0 |
Customer relationships | 22.4 |  |  | — |  |  | 22.4 |
Other long-term assets | 38.9 |  |  | — |  |  | 38.9 |
Total assets | $ | 6,799.6 |  |  | $ | 11.8 |  |  | $ | 6,811.4 |
Long-term financing obligation, including current portion (4) | $ | 3,427.0 |  |  | $ | 5.5 |  |  | $ | 3,432.5 |
Other current liabilities | 200.6 |  |  | 5.5 |  |  | 206.1 |
Deferred tax liabilities | 339.2 |  |  | 0.8 |  |  | 340.0 |
Other long-term liabilities | 16.6 |  |  | — |  |  | 16.6 |
Total liabilities | 3,983.4 |  |  | 11.8 |  |  | 3,995.2 |
Net assets acquired | $ | 2,816.2 |  |  | $ | — |  |  | $ | 2,816.2 |
(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 8, “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.
Pro Forma Financial Information - Greektown, Margaritaville, and Pinnacle The following table includes unaudited pro forma consolidated financial information assuming our acquisitions of Greektown and Margaritaville had occurred as of January 1, 2018 and Pinnacle had occurred as of January 1, 2017. The pro forma financial information does not represent the anticipated future results of the combined company. The pro forma amounts include the historical operating results of Penn National, Greektown, Margaritaville, and Pinnacle, prior to the acquisition, with adjustments directly attributable to the acquisitions, inclusive of adjustments for acquisition costs. The below pro forma results do not include any adjustments related to synergies.
| For the year ended December 31,
(in millions) | 2019 |  | 2018 |  | 2017
Revenues | $ | 5,434.9 |  |  | $ | 5,552.2 |  |  | $ | 5,036.6 |
Net income (loss) | $ | 64.9 |  |  | $ | 101.9 |  |  | $ | (38.0 | )
1 st Jackpot Casino and Resorts Casino Tunica On May 1, 2017, the Company acquired the operations of 1 st Jackpot Casino and Resorts Casino Tunica, for a net purchase price of $47.0 million. In connection with the acquisitions, the real estate assets relating to 1 st Jackpot Casino and Resorts Casino Tunica were acquired by GLPI for an aggregate sales price of $82.6 million and included in the Penn Master Lease. Resorts Casino Tunica ceased operations on June 30, 2019. Rocket Speed In August 2016, Penn Interactive acquired 100% of the outstanding equity securities of social casino game developer, Rocket Speed, Inc. (“Rocket Speed”), for initial cash consideration of $60.5 million subject to customary working capital adjustments. The stock purchase agreement included contingent payments over the next two years that were based on a multiple of 6.25 times Rocket Games’ then trailing-twelve-months EBITDA, subject to a cap of $110.0 million. Up to $10.0 million of the contingent purchase price was accounted for as compensation as it was tied to continued employment over a two-year period. The fair value of the contingent purchase price was estimated to be $34.4 million at the acquisition date. In September 2017, Penn Interactive reached an agreement with the former shareholders of Rocket Speed to buy out the remaining contingent purchase price, which resulted in a benefit of $22.2 million, which is included within “General and administrative” within our Consolidated Statements of Income for the year ended December 31, 2017. Jamul Indian Village Development Corporation In April 2013, the Company and the Jamul Tribe, a federally recognized Indian Tribe holding a government-to-government relationship with the U.S., entered into definitive agreements to assist the Jamul Tribe in the development of a Hollywood Casino-branded casino on the Jamul Tribe’s trust land in San Diego County, California. In addition, the definitive agreements and a related loan commitment letter set forth the terms and conditions under which the Company would provide loans to the Jamul Indian Village Development Corporation (the “JIVDC”) to fund certain development costs. Following the opening, the Company also managed the property. In October 2016, the JIVDC obtained long-term secured financing, consisting of a revolving credit facility, a term loan B facility and a term loan C facility (the “Term Loan C Facility” and collectively with the revolving credit facility and the term loan B facility, the “Credit Facilities”) totaling approximately $460 million. The Company was the lender under the Term Loan C Facility in the amount of $98.0 million. As of December 31, 2017, the JIVDC breached one of the financial covenants contained within the Credit Facilities, resulting in default. Consequently, the Company performed an analysis of the expected future cash flows it would receive based on forecasted operations of the property, discounted at the Term Loan C Facility’s effective interest rate, as well as any concessions it would grant to the JIVDC. As a result of such analysis, the Company recorded a charge of $86.0 million for the year ended December 31, 2017, of which $64.0 million pertained to the Term Loan C Facility and $22.0 million was a reserve for unfunded loan commitments. In addition, the Company recorded charges of $3.8 million related to certain advances made to the JIVDC. In February 2018, the Company and the Jamul Tribe mutually agreed that the Company would no longer manage the property nor provide branding and development services as of May 28, 2018. On May 25, 2018, the Company entered into a purchase agreement with the senior lender under the Credit Facilities for the property to sell them all of the Company’s outstanding rights and obligations under the Term Loan C Facility and the JIVDC commitments. As a result, the Company received cash proceeds of $15.2 million from the sale and was relieved of all rights and obligations with respect to the JIVDC. The sale of the loan resulted in a recovery of loan losses and unfunded loan commitments of $17.0 million for the year ended December 31, 2018.

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