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Acquisitions | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Acquisitions | Note 4 – Acquisitions Laughlin Acquisition On January 14, 2019, the Company completed the acquisition of all of the outstanding equity interests of the Laughlin Entities from Marnell for $155.0 million in cash (subject to the post-closing adjustment provisions in the purchase agreement) and the issuance of 911,002 shares of the Company’s common stock to certain assignees of Marnell. The results of operations of the Laughlin Entities will be included in the Company’s results subsequent to the acquisition date and the Laughlin Acquisition will be accounted for using the acquisition method of accounting. Since the closing date of the Laughlin Acquisition occurred subsequent to the end of the reporting period, the allocation of purchase price to the underlying net assets has not yet been completed. American Acquisition Overview On October 20, 2017, the Company completed the acquisition of all of the outstanding equity interests of American for $787.6 million in cash (after giving effect to post-closing adjustments) and the issuance of approximately 4.0 million shares of its common stock to a former American equity holder with a fair value of $101.5 million, based on the closing price of the Company’s common stock on October 20, 2017 of $25.08 per share. Acquisition Method of Accounting The American Acquisition has been accounted for using the acquisition method of accounting. The determination of the fair value of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) was completed in the second quarter of 2018. There were no measurement period adjustments that were material to the Company’s consolidated financial statements. The following table summarizes the allocation of the purchase price, based on estimates of the fair values of the assets acquired and liabilities assumed:
(In thousands) |  |  |  |  |  |
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 |
The following table summarizes the values assigned to acquired property and equipment and estimated useful lives by category:
(In thousands) |  | Useful Life (Years) |  |  |  |
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 |
The following table summarizes the values assigned to acquired intangible assets and estimated useful lives by category:
(In thousands) |  | Useful Life (Years) |  |  |  |
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 |
See Note 12, Financial Instruments and Fair Value Measurements, for further discussion regarding the valuation of the tangible and intangible assets acquired through the American Acquisition. For the period from the American Acquisition date of October 20, 2017 through December 31, 2017, American generated net revenue of $76.3 million and net income of $5.5 million. Refinancing In connection with the closing of the American Acquisition, the Company entered into two new credit agreements with respect to a $900.0 million senior secured first lien credit facility (consisting of $800.0 million in term loans and a $100.0 million revolving credit facility, which was undrawn at closing and upsized to $200.0 million in 2018) (the “First Lien Facility”) and a $200.0 million senior secured second lien term loan facility (the “Second Lien Term Loan” and, together with the First Lien Facility, the “Credit Facilities”). The Company used the net proceeds from the borrowings under the Credit Facilities primarily to fund the cash purchase price in the American Acquisition (a portion of which was used to repay American’s outstanding senior secured indebtedness), to refinance the Company’s outstanding senior secured indebtedness under its then-existing senior secured credit facility, and to pay certain transaction fees and expenses. See Note 8, Debt, for a discussion of the Credit Facilities and associated refinancing. Pro Forma Combined Financial Information The following unaudited pro forma combined financial information has been prepared by management for illustrative purposes only and does not purport to represent what the results of operations, financial condition or other financial information of the Company would have been if the American Acquisition had occurred on January 1, 2016 or what such results or financial condition will be for any future periods. The unaudited pro forma combined financial information is based on estimates and assumptions and on the information available at the time of the preparation thereof. These estimates and assumptions may change, be revised or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the time of the American Acquisition. The unaudited pro forma combined financial information does not reflect non-recurring charges that will be incurred in connection with the American Acquisition, nor any cost savings and synergies expected to result from the American Acquisition (and associated costs to achieve such savings or synergies), nor any costs associated with severance, restructuring or integration activities resulting from the American Acquisition. 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, related transactions (including the refinancing) and the adoption of ASC 606.
| Year Ended December 31, |
| 2017 |  |  | 2016 |
(In thousands, except per share data) |  |  |  |  |  |  |
Pro forma combined revenues | $ | 843,589 |  |  | $ | 791,372 |
Pro forma combined net income |  | 23,131 |  |  |  | 28,200 |
Pro forma combined net income per share: |  |  |  |  |  |  |
Basic |  | 26,342 |  |  |  | 26,181 |
Diluted |  | 27,897 |  |  |  | 26,500 |
Weighted-average common shares outstanding: |  |  |  |  |  |  |
Basic | $ | 0.88 |  |  | $ | 1.08 |
Diluted |  | 0.83 |  |  |  | 1.06 |
Montana Acquisitions On January 29, 2016, the Company completed the Initial Montana Acquisition, which involved the acquisition of approximately 1,100 slots, as well as certain other non-gaming assets and the right to operate within certain locations, for $20.1 million, including the issuance of $0.5 million of the Company’s common stock. In connection with the Initial Montana Acquisition, the Company was required to pay the sellers contingent consideration of up to $2.0 million in cash. In the third quarter of 2017, the Company revalued the estimated fair value of the contingent consideration and recognized a gain of $1.7 million on the Company’s consolidated statement of operations. In the first quarter of 2018 the contingent consideration was paid in full. The allocation of the $20.1 million purchase price to the assets acquired as of January 29, 2016 includes $1.7 million of cash, $2.4 million of property and equipment, $14.4 million of intangible assets and $1.6 million of goodwill. The amounts assigned to intangible assets include customer relationships of $9.8 million with an economic life of 15 years, non-compete agreements of $3.9 million with an economic life of five years, trade names of $0.5 million with an economic life of four years and other amounts of $0.2 million with an economic life of 15 years. On April 22, 2016, the Company completed the Second Montana Acquisition, which involved the acquisition of approximately 1,800 slots, as well as amusement devices and certain other non-gaming assets and the right to operate within certain locations, for $25.7 million. The allocation of the $25.7 million purchase price to the assets acquired as of April 22, 2016 includes $0.3 million of cash, less than $0.1 million of prepaid gaming license fees, $7.8 million of property and equipment, $11.4 million of intangible assets and $6.0 million of goodwill. The amounts assigned to intangible assets include customer relationships of $9.1 million with an economic life of 15 years, non-compete agreements of $1.8 million with an economic life of five years, trade names of $0.2 million with an economic life of four years and other amounts of $0.3 million with an economic life of 15 years. The goodwill recognized in the Montana Acquisitions is primarily attributable to potential expansion and future development of, and anticipated synergies from, the acquired businesses and is expected to be deductible for income tax purposes. The Company reports the results of operations from each of the Montana Acquisitions, subsequent to their respective closing dates, within its Distributed Gaming segment. Pro forma information is not being presented as there is no practicable method to calculate pro forma earnings given that the Montana Acquisitions were asset purchases that represented only a component of the businesses of the sellers. Distribution to Shareholders On June 17, 2016, under the terms of the July 2015 merger agreement between the Company and Sartini Gaming, the Board of Directors of the Company approved and declared a special cash dividend to the eligible shareholders of record on the close of business on June 30, 2016 (the “Record Date”) of approximately $23.5 million (the “Special Dividend”), which was paid on July 14, 2016. The $1.71 per share amount of the Special Dividend comprised the net proceeds per share received from the sale of the Company’s $60.0 million subordinated promissory note.

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