Acquisitions, Purchase Price Accounting and Pro forma Information (Tables)

12 Months Ended

Dec. 31, 2019

Tropicana Entertainment Inc

Schedule of Purchase Consideration Calculation

The 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

Current and other assets	$	178,581
Property and equipment		436,416
Property subject to the financing obligation		957,300
Goodwill		211,232
Intangible assets (i)		247,976
Other noncurrent assets		54,570
Total assets		2,086,075
Current liabilities		(174,847	)
Financing obligation to GLPI		(957,300	)
Noncurrent liabilities		(26,595	)
Total liabilities		(1,158,742	)
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 year ended December 31, 2018 and 2017, as if the Tropicana Acquisition had occurred on January 1, 2017 (in thousands).

	Year Ended			Year Ended
	December 31, 2018		December 31, 2017
Net operating revenues	$	2,735,760	$		2,361,372
Net income		92,556			16,651

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 following table summarizes the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Elgin, with the excess recorded as goodwill as of December 31, 2019 (dollars in thousands):

Current and other	$	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 licenses valued at $163.9 million, trade names valued at $12.6 million and player loyalty programs 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 year ended December 31, 2018 and 2017, as if the Elgin Acquisition had occurred on January 1, 2017 (in thousands).

	Year Ended			Year Ended
	December 31, 2018		December 31, 2017
Net operating revenues	$	2,152,948	$		1,644,907
Net income		105,689			79,158

Isle of Capri

Schedule of Purchase Consideration Calculation

Purchase consideration calculation (dollars in thousands, except shares and stock price)	Shares		Per share
Cash paid for outstanding Isle common stock					$	552,050
Shares of ERI common stock issued for Isle common stock		28,468,182	$	19.12		544,312
Cash paid by ERI to retire Isle's long-term debt						828,000
Shares of ERI common stock for Isle equity awards						10,383
Purchase consideration					$	1,934,745

Summary of Purchase Consideration to Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the purchase accounting of the purchase consideration to the identifiable assets acquired and liabilities assumed in the Isle Acquisition as of the Isle Acquisition Date, with the excess recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following table summarizes our final purchase price accounting of the acquired assets and liabilities as of December 31, 2018 (dollars in thousands):

Current and other assets, net	$	135,925
Property and equipment		908,816
Goodwill		709,087
Intangible assets (i)		517,470
Other noncurrent assets		15,082
Total assets		2,286,380
Current liabilities		(144,306	)
Deferred income taxes (ii)		(189,952	)
Other noncurrent liabilities		(17,377	)
Total liabilities		(351,635	)
Net assets acquired	$	1,934,745

(i) Intangible assets consist of gaming licenses valued at $395.1 million, trade names valued at $108.3 million, and player loyalty programs valued at $14.1 million.

(ii) Deferred tax liabilities were derived based on fair value adjustments for property and equipment and identified intangibles.

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information presents the results of operations of the Company for the year ended December 31, 2017 as if the Isle Acquisition, which closed on May 1, 2017, had occurred on January 1, 2016 (in thousands).

	Year Ended
	December 31, 2017
Net operating revenues	$	1,810,815
Net income		173,027