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Merger and Acquisitions (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Number of Shares Common Stock Issued with Merger

The total number of shares of the Company’s common stock issued in connection with the Merger was as follows:

Pre-Merger

Value of Lakes

Lakes %

Pre-Merger

Value of Sartini

Gaming

Sartini

Gaming %

Total Post-Closing

Shares⁽¹⁾

Total Shares Issued

in Connection

with Merger⁽²⁾

134,615,083

62.6%

80,523,753

37.4%

22,592,260

8,453,565

(1)

Calculated as the sum of the number of shares of the Company’s common stock outstanding immediately after the Merger (on a fully diluted basis, including shares issuable upon the exercise of outstanding in-the-money stock options) and the number of shares of the Company’s common stock issued pursuant to the post-closing adjustment provisions of the Merger Agreement.

(2)	Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger.

ACEP Holdings [Member]

Summary of Components of Purchase Price Paid

The following is a summary of the components of the purchase price paid by the Company to the sellers in the American Acquisition (after taking into account the adjustment to the cash portion of the purchase price pursuant to the post-closing adjustment provisions of the purchase agreement, as described above):

(In thousands)	Amount
Cash consideration	$	787,581
Fair value of common stock issued to ACEP Holdings		101,486
Total purchase price	$	889,067

Schedule of Acquisition Final/Preliminary Purchase Price Allocation

The following table summarizes the preliminary allocation of the purchase price as of October 20, 2017 (the closing date of the American Acquisition), based on preliminary estimates of the fair values of the assets acquired and liabilities assumed:

(In thousands)	Amount
Current assets	$	83,079
Property and equipment		754,581
Other noncurrent assets		264
Intangible assets		66,140
Goodwill		52,479
Liabilities		(67,476	)
Total assets acquired, net of liabilities assumed	$	889,067

Summary of Recorded/Preliminary Values of Property and Equipment Acquired and Estimated Useful Lives By Category

The following table summarizes the preliminary values assigned to acquired property and equipment and estimated useful lives by category:

	Remaining	Amount Assigned
	Useful Life (Years)	(In thousands)
Land	Not applicable	$	106,800
Land improvements	15		6,240
Building and improvements	45		607,698
Furniture, fixtures and equipment	3-4		32,829
Construction in process	Not applicable		1,014
Total property and equipment		$	754,581

Summary of Recorded/Preliminary Values of Intangible Assets Acquired and Estimated Useful Lives By Category

The following table summarizes the preliminary values assigned to acquired intangible assets and estimated useful lives by category:

	Remaining	Amount Assigned
	Useful Life (Years)	(In thousands)
Trade names	Indefinite	$	34,510
Players loyalty programs	3		26,850
Leasehold interest	3-80		3,110
In-place lease value	3-4		1,670
Total intangible assets		$	66,140

Summary of Unaudited Pro Forma Combined Financial Information

The following table summarizes certain unaudited pro forma combined financial information derived from a combination of the historical consolidated financial statements of the Company and of American for the years ended December 31, 2017 and 2016, adjusted to give effect to the American Acquisition and related transactions (including the refinancing). The unaudited pro forma combined financial information was prepared as if the American Acquisition occurred on January 1, 2016.

	Year Ended December 31,
	2017		2016
(In thousands, except per share data)
Pro forma combined net revenues	$	843,484	$	794,265
Pro forma combined net income		23,107		28,338

Pro forma combined net income per share:
Basic	$	0.88	$	1.08
Diluted		0.83		1.07

Weighted-average common shares outstanding:
Basic		26,342		26,181
Diluted		27,897		26,500

Sartini Gaming [Member]

Schedule of Acquisition Final/Preliminary Purchase Price Allocation

Allocation

The final allocation of the $77.4 million purchase price to the assets acquired and liabilities assumed as of July 31, 2015 was as follows:

(In thousands)	Amount
Cash	$	25,539
Other current assets		14,830
Property and equipment		83,173
Intangible assets		80,460
Goodwill		97,462
Current liabilities		(13,245	)
Warrant liability		(3,435	)
Debt		(190,587	)
Deferred tax liability		(14,576	)
Other long-term liabilities		(2,217	)
Total purchase price	$	77,404

Summary of Recorded/Preliminary Values of Property and Equipment Acquired and Estimated Useful Lives By Category

The amounts assigned to property and equipment by category are summarized in the table below:

	Remaining	Amount Assigned
	Useful Life (Years)	(In thousands)
Land	Not applicable	$	12,470
Land improvements	5-14		4,030
Building and improvements	19-25		21,310
Leasehold improvements	1-28		20,793
Furniture, fixtures and equipment	1-11		21,935
Construction in process	Not applicable		2,635
Total property and equipment		$	83,173

Summary of Recorded/Preliminary Values of Intangible Assets Acquired and Estimated Useful Lives By Category

The amounts assigned to intangible assets by category as of July 31, 2015 are summarized in the table below:

	Remaining	Amount Assigned
	Useful Life (Years)	(In thousands)
Trade names	Indefinite	$	12,200
Player relationships	8-14		7,300
Customer relationships	13-16		59,200
Gaming licenses	Indefinite		960
Other intangible assets	2-10		800
Total intangible assets		$	80,460