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Acquisitions, Preliminary Purchase Price Accounting and Pro Forma Information (Tables)
3 Months Ended
Mar. 31, 2019
Tropicana Entertainment Inc  
Schedule of Purchase Consideration Calculation The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value

 

Purchase consideration calculation (dollars in thousands)

 

 

 

Cash consideration paid

 

$

 

640,000

 

Lumière Loan

 

 

 

246,000

 

Cash paid to retire Tropicana's long-term debt

 

 

 

35,000

 

ERI portion of taxes due

 

 

 

6,333

 

Purchase consideration

 

$

 

927,333

 

 

Summary of Purchase Consideration to Identifiable Assets Acquired and Liabilities Assumed The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Tropicana, with the excess recorded as goodwill as of March 31, 2019 (dollars in thousands):  

 

Current and other assets

 

$

 

183,292

 

Property and equipment

 

 

 

432,758

 

Property subject to the financing obligation

 

 

 

957,300

 

Goodwill

 

 

 

220,482

 

Intangible assets (i)

 

 

 

247,976

 

Other noncurrent assets

 

 

 

38,276

 

Total assets

 

 

 

2,080,084

 

Current liabilities

 

 

 

(168,856

)

Financing obligation to GLPI

 

 

 

(957,300

)

Noncurrent liabilities

 

 

 

(26,595

)

Total liabilities

 

 

 

(1,152,751

)

Net assets acquired

 

$

 

927,333

 

 

 

(i)

Intangible assets consist of gaming licenses valued at $124.9 million, trade names valued at $67.1 million and player loyalty programs valued at $55.9 million.

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information presents the results of operations of the Company for the three months ended March 31, 2018, as if only the Tropicana Acquisition had occurred on January 1, 2017 (in thousands).

 

 

 

Three Months Ended

 

 

 

March 31, 2018

 

Net operating revenues

 

$

 

658,006

 

Net income

 

 

 

14,441

 

Elgin Acquisition  
Schedule of Purchase Consideration Calculation

 

Purchase consideration calculation (dollars in thousands)

 

 

 

Cash consideration paid

 

$

 

327,500

 

Working capital and other adjustments

 

 

 

1,304

 

Purchase consideration

 

$

 

328,804

 

 

Summary of Purchase Consideration to Identifiable Assets Acquired and Liabilities Assumed The purchase price accounting for Elgin is preliminary as it relates to determining the fair value of the long-lived assets, including goodwill, and is subject to change. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Elgin, with the excess recorded as goodwill as of March 31, 2019 (dollars in thousands):

Cash and cash equivalents

 

$

 

25,349

 

Property and equipment

 

 

 

60,792

 

Goodwill

 

 

 

59,774

 

Intangible assets (i)

 

 

 

205,296

 

Other noncurrent assets

 

 

 

915

 

Total assets

 

 

 

352,126

 

Current liabilities

 

 

 

(21,572

)

Noncurrent liabilities

 

 

 

(1,750

)

Total liabilities

 

 

 

(23,322

)

Net assets acquired

 

$

 

328,804

 

 

 

(i)

Intangible assets consist of gaming license valued at $163.9 million, trade names valued at $12.6 million and player relationships valued at $28.8 million.

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information presents the results of operations of the Company for the three months ended March 31, 2018, as if only the Elgin Acquisition had occurred on January 1, 2017 (in thousands).

 

 

 

Three Months Ended

 

 

 

March 31, 2018

 

Net operating revenues

 

$

 

480,387

 

Net income

 

 

 

24,790