Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2014

Acquisitions and Dispositions [Abstract]

Schedule of Business Acquisitions, by Acquisition

The preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed is presented below:

At November 21, 2014
Cash and cash equivalents	$	59.9
Restricted cash	16.0
Accounts receivable	217.1
Notes receivable	22.0
Inventories	134.0
Deferred income taxes, current portion	32.4
Prepaid expenses, deposits and other current assets	71.6
Property and equipment	335.3
Goodwill	2,956.1
Restricted long-term cash and investments	19.3
Intangible assets	1,800.3
Software	308.3
Other assets	61.8
Total assets	6,034.1
Long-term debt, including amounts due within one year	(1,882.9		)
Accounts payable	(33.0		)
Accrued liabilities	(133.7		)
Deferred income taxes	(747.0		)
Other long-term liabilities	(37.0		)
Total liabilities	(2,833.6		)
Total equity purchase price	$	3,200.5

Estimated Fair Values of the Assets Acquired and Liabilities Assumed at the Acquisition Date Based on a Preliminary Purchase Price Allocation

We have completed the allocation of the purchase price, which resulted in the purchase price exceeding the aggregate fair value of the acquired assets and assumed liabilities at the acquisition date by $381.8 million. Such excess amount has been recognized as goodwill within our Gaming and Interactive business segments. We attribute this goodwill to enhanced financial and operational scale, market diversification, opportunities for synergies, assembled workforce and other strategic benefits. None of the goodwill associated with the acquisition is deductible for income tax purposes and, as such, no deferred taxes have been recorded related to goodwill.

At October 18, 2013
Current assets	$	503.9
Long-term notes receivable	76.2
Property, plant and equipment, net	465.8
Goodwill	381.8
Intangible assets	325.0
Intellectual property	201.2
Other long-term assets	7.8
Total assets	1,961.7
Current liabilities	(158.9		)
Deferred income taxes	(166.6		)
Long-term liabilities	(150.3		)
Total liabilities	(475.8		)
Total equity purchase price	$	1,485.9

Schedule of Property, Plant and Equipment and Intangible Assets Acquired as Part of Business Combination

Our estimates of the fair values of depreciable tangible assets and identifiable intangible assets are presented below:

	Fair values at October 18, 2013		Average remaining useful life (in years)
Land	$	14.9	Indefinite
Real property	110.5		40
Gaming equipment	230.8		1-6
Personal property	109.6		4-6
Total property and equipment	$	465.8
Trade names	$	66.0	Indefinite
Product names	39.3		10
Customer relationships	131.5		2-15
Long-term licenses	88.2		2-5
Total intangible assets	$	325.0

Our estimates of the fair values of depreciable tangible assets and identifiable intangible assets are presented below:

	Fair values at November 21, 2014		Remaining useful life range (in years)
Land and land improvements	$	18.1	Indefinite
Buildings and leasehold improvements	36.3		2 - 40 years
Furniture, fixtures, and other property, plant and equipment	33.6		2 - 15 years
Gaming equipment	247.3		1 - 3 years
Total property and equipment	$	335.3
	Fair values at November 21, 2014		Weighted-average remaining useful life (in years)
Trade names	$	225.0	Indefinite
Brand names	90.7		9.2 years
Core technology and content	734.7		7.2 years
Customer relationships	726.0		15.1 years
Long-term licenses	23.9		3.0 years
Total intangible assets	$	1,800.3	9.4 years

Unaudited Pro Forma Information, Actual Since Acquisition

The revenue and loss from continuing operations of Bally from the acquisition date through December 31, 2014 are presented below and included in our consolidated statements of operations. These amounts are not necessarily indicative of the results of operations that Bally would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to the elimination of certain headcount and administrative costs since the acquisition date resulting from integration activities or due to costs that are now reflected in our unallocated corporate costs and not allocated to Bally.

	From November 21, 2014 through December 31, 2014
Revenue	$	151.6
Loss from continuing operations	$	(21.1	)

The revenue and loss from continuing operations of WMS since the acquisition date through December 31, 2013 that are included in our consolidated statements of operations are presented below. These amounts are not necessarily indicative of the results of operations that WMS would have realized if it had continued to operate as a stand-alone company during the period presented, primarily due to the elimination of certain headcount and administrative costs since the acquisition date that are the result of integration activities or due to costs that are now reflected in our unallocated corporate costs and not allocated to WMS.

	From October 18, 2013 through December 31, 2013
Revenue	$	144.7
Loss from continuing operations	$	(31.4	)

As required by ASC 805, the following unaudited pro forma statements of operations for the years ended December 31, 2014 and 2013 give effect to the Bally acquisition as if it had been completed on January 1, 2013 and give effect to the WMS acquisition as if it had been completed on January 1, 2012. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the Bally acquisition and the WMS acquisition been completed during the periods presented. In addition, the unaudited pro forma financial information does not purport to project future operating results. This information is preliminary in nature and subject to change based on final purchase price adjustments. The pro forma statements of operations do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Bally acquisition.

	Year Ended December 31,
	2014		2013
Revenue from Consolidated Statements of Operations and Comprehensive Loss	$	1,786.4	$	1,090.9
Add: Bally revenue not reflected in Consolidated Statements of Operations and Comprehensive Loss *	1,159.5		1,358.6
Add: WMS revenue not reflected in Consolidated Statements of Operations and Comprehensive Loss	—		567.4
Unaudited pro forma revenue	$	2,945.9	$	3,016.9

	Year Ended December 31,
	2014			2013
Net loss from continuing operations from Consolidated Statements of Operations and Comprehensive Loss	$	(234.3	)	$	(25.6	)
Add: Bally net loss from continuing operations not reflected in Consolidated Statements of Operations and Comprehensive Loss plus pro forma adjustments described below *	(195.4		)	(349.1		)
Add: WMS net loss from continuing operations not reflected in Consolidated Statements of Operations and Comprehensive Loss plus pro forma adjustments described below	—			(34.7		)
Unaudited pro forma net loss from continuing operations	$	(429.7	)	$	(409.4	)

* Bally acquired SHFL on November 25, 2013. Bally revenue and net loss from continuing operations for the year ended December 31, 2013 have been combined with the historical results of SHFL on a pro forma basis to reflect the pro forma results as if Bally acquired SHFL on January 1, 2013.

Unaudited Pro Forma Revenue and Net (Loss)

As required by ASC 805, the following unaudited pro forma statements of operations for the years ended December 31, 2013 and 2012 give effect to the WMS acquisition as if it had been completed on January 1, 2012. The unaudited pro forma financial statements are presented for illustrative purposes only and are not necessarily indicative of what the operating results actually would have been had the WMS acquisition been completed during the periods presented. In addition, the unaudited pro forma financial statements do not purport to project the future operating results of the Company. The pro forma statements of operations do not reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the WMS acquisition.

	Year Ended December 31,
	2013		2012
Revenue from Consolidated Statements of Operations and Comprehensive Loss	$	1,090.9	$	928.6
Add: WMS revenue not reflected in Consolidated Statements of Operations and Comprehensive Loss	567.4		688.5
Unaudited pro forma revenue	$	1,658.3	$	1,617.1

	Year Ended December 31,
	2013			2012
Net loss from continuing operations from Consolidated Statements of Operations and Comprehensive Loss	$	(25.6	)	$	(43.9	)
Add: WMS net loss from continuing operations not reflected in Consolidated Statements of Operations and Comprehensive Loss plus pro forma adjustments described below	(34.7		)	(50.4		)
Unaudited pro forma net loss from continuing operations	$	(60.3	)	$	(94.3	)

Schedule of Revenue and Expenses of Discontinued Operations

The pub business was previously included in our Gaming business segment. The revenue and expenses of the discontinued pub operations for the years ended December 31,2014, 2013, and 2012 were as follows:

	Year Ended December 31,
	2014		2013			2012
Revenue:
Services	$	—	$	1.8		$	12.0
Operating expenses:
Cost of services (1)	—		3.0			10.4
Selling, general and administrative	—		1.2			2.8
Employee termination and restructuring	—		—			0.9
Depreciation and amortization	—		0.6			22.5
Loss from discontinued operations	—		(3.0		)	(24.6		)
Other (expense) income, net	—		0.8			(0.1		)
Income tax (expense) benefit	—		(2.4		)	6.0
Net loss from discontinued operations	$	—	$	(4.6	)	$	(18.7	)

(1) Exclusive of depreciation and amortization.