XML 41 R28.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Acquisitions and Dispositions (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Allocation of Purchase Price and Adjustments | The following table reflects 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 three months ended September 30, 2022, we made the following purchase price measurement period adjustment:
(in millions) | Estimated fair value, as previously reported.(1) |  | Measurement period adjustments |  | Final fair value
Cash and cash equivalents | $ | 160.3 |  | $ | — |  | $ | 160.3
Other current assets | 22.8 |  | — |  | 22.8
ROU assets | 2.6 |  | — |  | 2.6
Property and equipment | 1.8 |  | — |  | 1.8
Goodwill | 1,690.2 |  | 1.5 |  | 1,691.7
Other intangible assets |  |  |  |  |
Gaming technology | 160.0 |  | — |  | 160.0
Media technology | 57.0 |  | — |  | 57.0
Tradename | 100.0 |  | — |  | 100.0
Advertising relationships | 11.0 |  | — |  | 11.0
Customer relationships | 8.0 |  | — |  | 8.0
Re-acquired right | 2.6 |  | — |  | 2.6
Other long-term assets | 5.2 |  | — |  | 5.2
Total assets | $ | 2,221.5 |  |  | $ | 1.5 |  |  | $ | 2,223.0 |
Accounts payable, accrued expenses and other current liabilities | $ | 67.9 |  |  | $ | 1.5 |  |  | $ | 69.4 |
Deferred tax liabilities | 69.2 |  |  | — |  |  | 69.2 |
Other non-current liabilities | 1.7 |  |  | — |  |  | 1.7 |
Total liabilities | 138.8 |  |  | 1.5 |  |  | 140.3 |
Net assets acquired | $ | 2,082.7 |  |  | $ | — |  |  | $ | 2,082.7 |
(1)Amounts were initially reported within the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022.
Schedule of valuation approaches of intangible assets acquired | The following valuation approaches were utilized to determine the fair value of each intangible asset:
Intangible Asset | Valuation Approach
Gaming technology | Relief-from-royalty (variation of income approach)
Media technology | Replacement cost
Tradename | Relief-from-royalty (variation of income approach)
Advertising relationships | With-and-without (variation of income approach)
Customer relationships | Replacement cost
Re-acquired right | Replacement cost
Schedule of Actual and Pro Forma Financial Results | The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Hitpoint Inc. and Lucky Point Inc. (collectively “Hitpoint”), Hollywood Casino Perryville (“Perryville”), Sam Houston Race Park and Valley Race Park (collectively “Sam Houston”), and theScore had occurred as of January 1, 2021. We acquired Hitpoint on May 11, 2021, Perryville on July 1, 2021, Sam Houston on August 1, 2021, and theScore on October 19, 2021. The pro forma amounts include the historical operating results of PENN and Hitpoint, Perryville, Sam Houston and theScore prior to our acquisitions. The pro forma financial information does not necessarily represent the results that may occur in the future. For the three and nine months ended September 30, 2021, pro forma adjustments directly attributable to the acquisitions include acquisition and transaction related costs of $15.8 million and $19.5 million, respectively, incurred by both PENN and the respective acquirees. For the three and nine months ended September 30, 2021, pro forma adjustments directly attributable to the acquisitions also include gains of $18.5 million and $53.4 million, respectively, related to our purchase of the remaining 50% of Sam Houston and a net unrealized gain on the equity security investment in theScore.
| For the three months ended September 30, |  | For the nine months ended September 30,
(in millions) | 2021
Revenues | $ | 1,517.5 |  |  | $ | 4,404.3 |
Net income | $ | 60.9 |  |  | $ | 288.6 |

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 https://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 https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

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

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types: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 https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration