Acquisitions (Tables)

6 Months Ended

Jun. 30, 2019

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)	May 23, 2019
Cash and cash equivalents	$	31,051
Receivables, prepaid expenses, and other current assets	15,622
Property and equipment	32,330
Goodwill⁽¹⁾	61,714
Other intangible assets
Gaming license	166,400
Trademark	24,400
Customer relationships	3,300
Operating lease right-of-use assets	516,099
Finance lease right-of-use assets	4,168
Other assets	228
Total assets	$	855,312

Accounts payable, accrued expenses, and other current liabilities	$	14,830
Operating lease liabilities	516,059
Finance lease liabilities	4,168
Total liabilities	535,057
Net assets acquired	$	320,255

(1)

The goodwill has been assigned to our Northeast segment. The entire $61.7 million goodwill amount is deductible for tax purposes.



(in thousands)	January 1, 2019
Cash and cash equivalents	$	10,756
Receivables, prepaid expenses, and other current assets	7,058
Property and equipment	21,731
Goodwill⁽¹⁾	39,457
Other intangible assets
Gaming license	48,100
Customer relationships	2,300
Operating lease right-of-use assets	196,212
Total assets	$	325,614

Accounts payable, accrued expenses, and other current liabilities	$	9,511
Operating lease liabilities	196,212
Total liabilities	205,723
Net assets acquired	$	119,891

(1)

The goodwill has been assigned to our South segment. The entire $39.5 million goodwill amount is deductible for tax purposes.

Actual and pro forma financial results



	For the three months ended June 30,				For the six months ended June 30,
(in thousands)	2019		2018		2019		2018
Revenues	$	1,372,682	$	1,446,724	$	2,739,259	$	2,848,996
Net income attributable to Penn	$	57,296	$	65,970	$	111,199	$	117,093

The following table includes the financial results of Margaritaville since the acquisition date, which are included within our unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019:



(in thousands)	For the three months ended June 30, 2019		For the six months ended June 30, 2019
Revenues	$	39,586	$	81,085
Net income	$	3,271	$	8,232

The following table includes the financial results of Greektown since the acquisition date, which are included within our unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019:



(in thousands)	Period from May 23, 2019 through June 30, 2019
Revenues	$	34,229
Net income	$	932

Adjustments to purchase price allocation

During the six months ended June 30, 2019, we made the following adjustments to the preliminary purchase price allocation:



(in thousands)	Estimated fair value as previously reported⁽¹⁾		Measurement period adjustments			Estimated fair value as adjusted
Cash and restricted cash	$	124,231	$	—		$	124,231
Assets held for sale	667,036		461			667,497
Other current assets	80,622		—			80,622
Property and equipment - non-Pinnacle Master Lease	318,856		—			318,856
Property and equipment - Pinnacle Master Lease⁽²⁾	3,984,119		(29,200		)	3,954,919
Goodwill⁽³⁾	219,531		24,534			244,065
Other intangible assets
Gaming licenses	1,046,000		21,600			1,067,600
Trademarks	298,000		—			298,000
Customer relationships	22,400		—			22,400
Other long-term assets	38,767		—			38,767
Total assets	$	6,799,562	$	17,395		$	6,816,957

Long-term financing obligation, including current portion⁽⁴⁾	$	3,427,016	$	5,517		$	3,432,533
Other current liabilities	200,547		1,188			201,735
Deferred tax liabilities	339,149		10,690			349,839
Other long-term liabilities	16,635		—			16,635
Total liabilities	3,983,347		17,395			4,000,742
Net assets acquired	$	2,816,215	$	—		$	2,816,215


(1)	Amounts were initially reported within the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019.


(2)	Includes buildings, boats, vessels, barges, and implied land and land use rights. Land use rights represent the intangible value of the Company’s ability to utilize and access land associated with long term ground lease agreements that give the Company the exclusive rights to operate the casino gaming facilities associated with such agreements.


(3)	See Note 7, “Goodwill and Other Intangible Assets,” for details on the impact to each reportable segment.

(4)

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