Reno Acquisition, MTR Merger and Final Purchase Accounting (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of 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 pre-existing 50% equity interest		56,500			—		56,500
Settlement of Silver Legacy’s long-term debt (1)		87,854			—		87,854
Prepayment penalty (1)		1,831			—		1,831
Closing Silver Legacy and Circus Reno net working    capital (2)		6,124			2,111		8,235
Reverse member note (3)		(6,107	)		—		(6,107	)
Deferred tax liability		2,769			—		2,769
Purchase consideration	$	205,471		$	18,111	$	223,582

(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 of $1.6 million. Additionally, the Company paid a $1.8 million prepayment penalty as a result of the early payoff of the Silver Legacy long-term debt.

(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). As agreed by both parties, the final working capital adjustment was $8.2 million.

(3) Represents 50% of the $11.5 million of member notes (net of discount) due to ERI, and related accrued interest. This amount was settled in conjunction with the final, agreed-upon purchase consideration.

Summary of the Final Purchase Price Accounting of the Assets Acquired and Liabilities Assumed at the Merger Date

The following table summarizes the final purchase price accounting of the acquired assets and assumed liabilities as recorded at fair value on the MTR Merger Date (in thousands):

Current and other assets	$	75,031
Property and equipment		289,211
Goodwill		66,826
Intangible assets (1)		473,000
Other noncurrent assets		20,381
Total assets		924,449
Current liabilities		46,446
Long-term debt (2)		624,877
Deferred income taxes (3)		143,104
Other noncurrent liabilities		7,011
Total liabilities assumed		821,438
Net assets acquired	$	103,011

(1) Intangible assets consist of gaming licenses which are non-amortizable and, trade names and loyalty programs which are amortized over three and one-half and one year, respectively.

(2) Long-term debt was primarily comprised of MTR second lien notes of $570.7 million.

(3) Deferred tax liabilities were derived based on fair value adjustments for property and equipment, identified intangibles, deferred financing costs, certain long term liabilities and long-term debt.

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information presents the results of operations of the Company for the years ended December 31, 2015 and 2014, as if the MTR Merger and Reno Acquisition had both occurred on January 1, 2014 (in thousands except per share data).

	For the years ended December 31,
	2015		2014
Net revenues	$	901,455	$	908,415
Net income		97,783		40,552
Net income per common share:
Basic	$	2.10	$	0.87
Diluted	$	2.08	$	0.87
Weighted shares outstanding:
Basic		46,550,042		46,426,714
Diluted		47,008,980		46,509,008

Silver Legacy and Circus Reno

Summary of the Final Purchase Price Accounting of the Assets Acquired and Liabilities Assumed at the Merger Date

The following table summarizes the final purchase price accounting of the acquired assets and assumed liabilities (dollars in thousands):

	Silver Legacy		Circus Reno		Total
Current and other assets, net	$	21,625	$	2,115	$	23,740
Property and equipment		168,037		14,996		183,033
Intangible assets (1)		5,000		1,000		6,000
Other noncurrent assets		10,809		—		10,809
Net assets acquired	$	205,471	$	18,111	$	223,582

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