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Acquisitions | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
Acquisitions | Note 2 – Acquisitions Laughlin Acquisition Overview On January 14, 2019, the Company completed the acquisition of Edgewater Gaming, LLC and Colorado Belle Gaming, LLC (the “Acquired Entities”) from Marnell Gaming, LLC (“Marnell”) for $156.2 million in cash (after giving effect 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 “Acquisition”). The results of operations of the Acquired Entities are included in the Company’s results subsequent to the acquisition date. In connection with the Acquisition, the Company borrowed $145.0 million under its revolving credit facility. Purchase Price The Acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), which, among other things, establishes that equity issued to effect the acquisition be measured at the closing date of the transaction at the then-current market price. Accordingly, the fair value of the Company's common stock issued was based on the closing price of the Company's common stock on January 14, 2019 of $18.23. The following is a summary of the components of the purchase price paid by the Company to Marnell in the 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 |  | $ | 156,152 |
Fair value of common stock issued (911,002 shares) |  |  | 16,608 |
Total purchase price |  | $ | 172,760 |
Purchase Price Allocation Under ASC 805, the purchase price of the acquisition is allocated to the identified tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date which are determined in accordance with the applicable accounting guidance for business combinations and with the services of third-party valuation consultants. The excess of the purchase price over the fair values is recorded as goodwill which is expected to be deductible for tax purposes. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Balances subject to adjustment primarily include current assets, property and equipment, intangible assets, liabilities, as well as tax-related matters, including tax basis of acquired assets and liabilities. The following table summarizes the preliminary allocation of the purchase price:
(In thousands) |  |  |  |
Current assets |  | $ | 12,615 |
Property and equipment |  |  | 126,198 |
Right-of-use assets |  |  | 2,620 |
Intangible assets |  |  | 19,234 |
Goodwill |  |  | 24,736 |
Liabilities |  |  | (10,023 | )
Lease liabilities |  |  | (2,620 | )
Total assets acquired, net of liabilities assumed |  | $ | 172,760 |
The following table summarizes the preliminary amounts assigned to property and equipment and estimated useful life by category:
(In thousands) |  | Useful Life (Years) |  |  |  |
Land |  | Not applicable |  | $ | 4,160 |
Building and site improvements |  | 10-30 |  |  | 102,450 |
Furniture and equipment |  | 2-13 |  |  | 18,185 |
Construction in process |  | Not applicable |  |  | 1,403 |
Total property and equipment |  |  |  | $ | 126,198 |
The following table summarizes the preliminary values assigned to acquired intangible assets and estimated useful lives by category:
(In thousands) |  | Useful Life (Years) |  |  |  |
Non-compete agreements |  | 5 |  | $ | 3,630 |
Trade names |  | Indefinite |  |  | 6,980 |
Player loyalty program |  | 2 |  |  | 8,600 |
Other |  | 4 |  |  | 24 |
Total intangible assets |  |  |  | $ | 19,234 |
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 Acquisition had occurred on January 1, 2018, or what such results or financial condition will be for any future periods. The unaudited pro forma combined financial information is based on preliminary estimates and assumptions and on the information available at the time of the preparation thereof. These preliminary 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 Acquisition. The unaudited pro forma combined financial information does not reflect non-recurring charges that were incurred in connection with the Acquisition, nor any cost savings and synergies expected to result from the Acquisition (and associated costs to achieve such savings or synergies), nor any costs associated with severance, restructuring or integration activities resulting from the 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 the Acquired Entities for the three and nine months ended September 30, 2018, adjusted to give effect to the Acquisition, related transactions, and the adoption of ASC 606 for the Acquired Entities.
|  | Three Months Ended |  |  | Nine Months Ended |
(In thousands, except per share data) |  | September 30, 2018 |  |  | September 30, 2018 |
Pro forma combined revenues |  | $ | 233,102 |  |  | $ | 713,807 |
Pro forma combined net income (loss) |  |  | (1,453 | ) |  |  | 6,066 |
Weighted-average common shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 28,566 |  |  |  | 28,316 |
Diluted |  |  | 28,566 |  |  |  | 30,103 |
Pro forma combined net income (loss) per share: |  |  |  |  |  |  |  |
Basic |  | $ | (0.05 | ) |  | $ | 0.21 |
Diluted |  |  | (0.05 | ) |  |  | 0.20 |
In connection with the Acquisition, the Company incurred approximately $0.3 million and $1.6 million of acquisition costs during the three and nine months ended September 30, 2019, respectively. For the three and nine months ended September 30, 2019, the Acquired Entities contributed revenue of approximately $23.7 million and $70.4 million, respectively. For the three and nine months ended September 30, 2019, operating expenses related to the Acquired Entities were approximately $12.0 million and $37.0 million, respectively.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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