Acquisitions

6 Months Ended

Jun. 30, 2017

Acquisitions

Acquisitions

5. Acquisitions

Bally’s and Resorts

On May 1, 2017, the Company acquired RIH Acquisitions MS I, LLC and RIH Acquisitions MS II, LLC, the holding companies for the gaming operations of Bally’s and Resorts, in Tunica, Mississippi, for consideration of $45.9 million in cash, subject to final working capital adjustments. The Company is operating both of these casino properties and it leases the underlying real estate associated with these two businesses from GLPI with a total initial annual payment of $9.0 million subject to the provisions included in the terms of the Master Lease.  The underlying real estate leased from GLPI has been accounted for as a financing obligation, which is included in the total consideration for the transaction and has increased the Company’s Master Lease financing obligation by $82.6 million, which represents the purchase price GLPI paid for the underlying real estate assets.

The preliminary purchase price allocation has resulted in $35.5 million of goodwill which is deductible for tax purposes.  Property and equipment under the Master Lease is comprised of buildings and improvements and land rights that are amortized on a straight-line basis over thirty-one years.  This time period represents the remaining life of the Master Lease with GLPI, including renewal options that are reasonably assured of being exercised.  Additionally, prior to the acquisition date, the Company incurred transaction costs of $0.7 million, which were reported in general and administrative expenses for the three and six months ended June 30, 2017.  This acquisition was not material to the Company’s consolidated financial statements.

	May 1, 2017
Cash	$ 6,725
Other current assets	2,847
Property and equipment - non-master lease	8,368
Property and equipment - master lease	82,603
Goodwill	35,534
Other intangible assets	851
Total Assets	$ 136,928
Current portion of financing obligation	$ 1,968
Accrued expenses	3,716
Accrued salaries and wages	3,256
Other current liabilities	1,448
Long-term financing obligation	80,635
Total liabilities	$ 91,023
Cash paid	45,905
Total consideration transferred	$ 136,928