Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Allocation of Purchase Price and Adjustments

The following table reflects the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill. During the three months ended September 30, 2022, we made the following purchase price measurement period adjustment:

(in millions)	Estimated fair value, as previously reported.(1)		Measurement period adjustments		Final fair value
Cash and cash equivalents	$	160.3	$	—	$	160.3
Other current assets	22.8		—		22.8
ROU assets	2.6		—		2.6
Property and equipment	1.8		—		1.8
Goodwill	1,690.2		1.5		1,691.7
Other intangible assets
Gaming technology	160.0		—		160.0
Media technology	57.0		—		57.0
Tradename	100.0		—		100.0
Advertising relationships	11.0		—		11.0
Customer relationships	8.0		—		8.0
Re-acquired right	2.6		—		2.6
Other long-term assets	5.2		—		5.2
Total assets	$	2,221.5	$	1.5	$	2,223.0
Accounts payable, accrued expenses and other current liabilities	$	67.9	$	1.5	$	69.4
Deferred tax liabilities	69.2		—		69.2
Other non-current liabilities	1.7		—		1.7
Total liabilities	138.8		1.5		140.3
Net assets acquired	$	2,082.7	$	—	$	2,082.7

(1)Amounts were initially reported within the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022.

Schedule of valuation approaches of intangible assets acquired

The following valuation approaches were utilized to determine the fair value of each intangible asset:

Intangible Asset	Valuation Approach
Gaming technology	Relief-from-royalty (variation of income approach)
Media technology	Replacement cost
Tradename	Relief-from-royalty (variation of income approach)
Advertising relationships	With-and-without (variation of income approach)
Customer relationships	Replacement cost
Re-acquired right	Replacement cost

Schedule of Actual and Pro Forma Financial Results

The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Hitpoint Inc. and Lucky Point Inc. (collectively “Hitpoint”), Hollywood Casino Perryville (“Perryville”), Sam Houston Race Park and Valley Race Park (collectively “Sam Houston”), and theScore had occurred as of January 1, 2021. We acquired Hitpoint on May 11, 2021, Perryville on July 1, 2021, Sam Houston on August 1, 2021, and theScore on October 19, 2021. The pro forma amounts include the historical operating results of PENN and Hitpoint, Perryville, Sam Houston and theScore prior to our acquisitions. The pro forma financial information does not necessarily represent the results that may occur in the future. For the three and nine months ended September 30, 2021, pro forma adjustments directly attributable to the acquisitions include acquisition and transaction related costs of $15.8 million and $19.5 million, respectively, incurred by both PENN and the respective acquirees. For the three and nine months ended September 30, 2021, pro forma adjustments directly attributable to the acquisitions also include gains of $18.5 million and $53.4 million, respectively, related to our purchase of the remaining 50% of Sam Houston and a net unrealized gain on the equity security investment in theScore.

	For the three months ended September 30,		For the nine months ended September 30,
(in millions)	2021
Revenues	$	1,517.5	$	4,404.3
Net income	$	60.9	$	288.6