Acquisition and Preliminary Purchase Accounting (Tables)

3 Months Ended

Mar. 31, 2016

Acquisition and Preliminary Purchase Accounting.

Schedule of calculation of the purchase consideration calculation

Purchase consideration calculation (dollars in thousands)	Silver Legacy		Circus Reno		Total
Cash consideration paid by ERI for MGM’s 50% equity interest and MGM’s member note	$	56,500	$	16,000	$	72,500
Fair value of ERI’s preexisting 50% equity interest		56,500		—		56,500
Settlement of Silver Legacy’s long term debt (1)		87,854		—		87,854
Closing Silver Legacy and Circus Reno net working capital (2)		6,124		1,916		8,040
Purchase consideration	$	206,978	$	17,916	$	224,894

(1) Represents $5.0 million of short-term debt, $75.5 million of long-term debt, the remaining 50% of the $11.5 million of member notes (net of discount), and accrued interest.

(2) Per the Purchase and Sale Agreement, the purchase price was $72.5 million plus the Final Closing Net Working Capital (as defined in the Purchase and Sale Agreement). The preliminary working capital adjustment was $8.0 million.

Schedule of preliminary purchase price allocation

. The following table summarizes the preliminary purchase price allocation of the acquired assets and assumed liabilities as of March 31, 2016 (dollars in thousands):

	Silver Legacy		Circus Reno		Total
Current and other assets, net	$	21,625	$	2,115	$	23,740
Property and equipment		169,544		14,801		184,345
Intangible assets(1)		5,000		1,000		6,000
Other noncurrent assets		10,809		—		10,809
Net assets acquired	$	206,978	$	17,916	$	224,894

(1) Intangible assets consist of trademarks which are non-amortizable and loyalty programs which are amortized over one year.

Schedule of unaudited pro forma financial results

The following unaudited pro forma information presents the results of operations of the Company for the period ended March 31, 2015, as if the Acquisition had occurred on January 1, 2015 (in thousands except per share data).

	For the Quarter Ended
	March 31, 2015
Net revenues	$	211,793
Net loss		(5,543)
Net loss per common share:
Basic	$	(0.12)
Diluted	$	(0.12)
Weighted shares outstanding:
Basic		46,550,042
Diluted		46,550,042