Acquisitions (Tables)

9 Months Ended

Sep. 30, 2019

Allocation of purchase price and adjustments

During the nine months ended September 30, 2019, prior to its finalization, we made the following adjustments to the preliminary purchase price allocation:



(in millions)	Estimated fair value, as previously reported⁽¹⁾		Measurement period adjustments			Fair value, as finalized
Cash and restricted cash	$	124.2	$	—		$	124.2
Assets held for sale	667.0		0.5			667.5
Other current assets	80.6		0.5			81.1
Property and equipment - non-Pinnacle Master Lease	318.9		(0.3		)	318.6
Property and equipment - Pinnacle Master Lease⁽²⁾	3,984.1		(29.2		)	3,954.9
Goodwill⁽³⁾	219.5		18.7			238.2
Other intangible assets
Gaming licenses	1,046.0		21.6			1,067.6
Trademarks	298.0		—			298.0
Customer relationships	22.4		—			22.4
Other long-term assets	38.9		—			38.9
Total assets	$	6,799.6	$	11.8		$	6,811.4

Long-term financing obligation, including current portion⁽⁴⁾	$	3,427.0	$	5.5		$	3,432.5
Other current liabilities	200.6		5.5			206.1
Deferred tax liabilities	339.2		0.8			340.0
Other long-term liabilities	16.6		—			16.6
Total liabilities	3,983.4		11.8			3,995.2
Net assets acquired	$	2,816.2	$	—		$	2,816.2


(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.

During the three months ended September 30, 2019, we made the following adjustments to the preliminary purchase price:



(in millions)	Estimated fair value, as previously reported⁽¹⁾		Measurement period adjustments			Estimated fair value, as adjusted
Cash and cash equivalents	$	31.1	$	—		$	31.1
Receivables, prepaid expenses, and other current assets	15.6		(1.1		)	14.5
Property and equipment	32.3		—			32.3
Goodwill⁽²⁾	61.7		1.1			62.8
Other intangible assets
Gaming license	166.4		—			166.4
Trademark	24.4		—			24.4
Customer relationships	3.3		—			3.3
Operating lease right-of-use assets	516.1		—			516.1
Finance lease right-of-use assets	4.2		—			4.2
Other assets	0.2		—			0.2
Total assets	$	855.3	$	—		$	855.3

Accounts payable, accrued expenses and other current liabilities	$	14.8	$	—		14.8
Operating lease liabilities	516.0		—			516.0
Finance lease liabilities	4.2		—			4.2
Total liabilities	535.0		—			535.0
Net assets acquired	$	320.3	$	—		$	320.3


(1)	Amounts were initially reported within the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2019, filed with the SEC on August 8, 2019.

(2)

The goodwill has been assigned to our Northeast segment. The entire $62.8 million goodwill amount is deductible for tax purposes.

During the three months ended September 30, 2019, we made the following adjustments to the preliminary purchase price:



(in millions)	Estimated fair value, as previously reported⁽¹⁾		Measurement period adjustments			Estimated fair value, as adjusted
Cash and cash equivalents	$	10.7	$	—		$	10.7
Receivables, prepaid expenses, and other current assets	7.1		—			7.1
Property and equipment	21.7		(1.0		)	20.7
Goodwill⁽²⁾	39.5		1.0			40.5
Other intangible assets
Gaming license	48.1		—			48.1
Customer relationships	2.3		—			2.3
Operating lease right-of-use assets	196.2		—			196.2
Total assets	$	325.6	$	—		$	325.6

Accounts payable, accrued expenses and other current liabilities	$	9.5	$	—		$	9.5
Operating lease liabilities	196.2		—			196.2
Total liabilities	205.7		—			205.7
Net assets acquired	$	119.9	$	—		$	119.9


(1)	Amounts were initially reported within the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019, filed with the SEC on May 8, 2019.

(2)

The goodwill has been assigned to our South segment. The entire $40.5 million goodwill amount is deductible for tax purposes.

Actual and pro forma financial results

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 nine months ended September 30, 2019:



(in millions)	For the three months ended September 30, 2019		For the nine months ended September 30, 2019
Revenues	$	39.6	$	120.7
Net income	$	2.6	$	10.8

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 nine months ended September 30, 2019:



(in millions)	For the three months ended September 30, 2019		Period from May 23, 2019 through September 30, 2019
Revenues	$	78.2	$	112.4
Net income	$	3.9	$	4.8

The following table includes unaudited pro forma consolidated financial information assuming our acquisitions of Greektown and Margaritaville had occurred as of January 1, 2018 and Pinnacle had occurred as of January 1, 2017. The pro forma financial information does not represent the anticipated future results of the combined company. The pro forma amounts include the historical operating results of Penn, Greektown, Margaritaville, and Pinnacle, prior to the acquisition, with adjustments directly attributable to the acquisitions, inclusive of adjustments for acquisition costs. The below pro forma results do not include any adjustments related to synergies.



	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2019		2018		2019		2018
Revenues	$	1,354.5	$	1,391.7	$	4,093.8	$	4,240.7
Net income attributable to Penn	$	46.1	$	36.1	$	157.3	$	153.2