Acquisitions and Other Investments (Tables)

12 Months Ended

Dec. 31, 2018

Business Combinations And Other Investments [Abstract]

The following table presents the calculation of the total purchase price:



(in thousands, except per share data)	October 15, 2018
Pinnacle diluted shares outstanding	62,608,188
Share Exchange Ratio	0.42
Shares of Penn common stock issued to former Pinnacle shareholders	26,295,439
Price per share of Penn common stock	$	28.51
Fair value of Penn common stock issued to former Pinnacle shareholders	749,683
Cash paid to former Pinnacle shareholders	1,252,259
Cash paid by Penn to retire Pinnacle debt, inclusive of accrued interest	814,273
Purchase price	$	2,816,215

Allocation of purchase price

Goodwill from the Pinnacle Acquisition, of which $92.4 million is deductible for tax purposes, has been preliminarily allocated to the Company’s reportable segments as follows:



(in thousands)	Goodwill
Reportable segment:
Northeast	$	56,400
South	48,300
West	51,431
Midwest	63,400
Total	$	219,531

The following table reflects the preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill:



(in thousands)	October 15, 2018
Cash and restricted cash	$	124,231
Assets held for sale⁽¹⁾	667,036
Other current assets⁽²⁾	80,622
Property and equipment - non-Pinnacle Master Lease	318,856
Property and equipment - Pinnacle Master Lease	3,984,119
Goodwill	219,531
Other intangible assets
Gaming licenses	1,046,000
Trademarks	298,000
Customer relationships	22,400
Other long-term assets⁽²⁾	38,767
Total assets	$	6,799,562

Long-term financing obligation, including current portion⁽³⁾	$	3,427,016
Other current liabilities⁽⁴⁾	200,547
Deferred tax liabilities	339,149
Other long-term liabilities⁽⁴⁾	16,635
Total liabilities	3,983,347
Net assets acquired	$	2,816,215


(1)	Assets held for sale represents (i) the proceeds and working capital adjustments related to the divested properties which were sold to Boyd; and (ii) proceeds received from GLPI related to the sale of the Belterra Park real estate assets.


(2)	Other current assets consist primarily of accounts receivable, prepaid expenses and inventories. Other long-term assets consist primarily of long-term notes receivables and deposits.


(3)	Long-term financing obligation, including current portion represents the financing obligation associated with Pinnacle Master Lease, as amended.

(4)

Other current liabilities consist primarily of accounts payable, accrued compensation and accrued taxes. Other long-term liabilities primarily relate to deferred compensation.

Actual and pro forma financial results

The following table includes the financial results of the Pinnacle properties since the acquisition date which is included within our Consolidated Statement of Operations for the year ended December 31, 2018:



(in thousands)	Period from October 15, 2018 through December 31, 2018
Revenues	$	385,863
Net income	$	4,664

The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Pinnacle had occurred as of January 1, 2017. The pro forma financial information does not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of Penn and Pinnacle prior to the acquisition, with adjustments directly attributable to the acquisition, inclusive of adjustments for acquisition costs.



	For the year ended December 31,
(in thousands, unaudited)	2018		2017
Revenues	$	5,069,425	$	5,036,559
Net income (loss)	$	83,155	$	(38,045	)