XML 29 R10.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Acquisitions and Divestitures | 12 Months Ended
--- | ---
Dec. 31, 2018
Business Combinations [Abstract] |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Ameristar Casino Hotel Kansas City; Ameristar Casino Resort Spa St. Charles; Belterra Casino Resort; Belterra Park On October 15, 2018, we completed the acquisition of Ameristar Casino Kansas City, LLC ("Ameristar Kansas City"), the owner and operator of Ameristar Casino Hotel Kansas City; Ameristar Casino St. Charles, LLC ("Ameristar St. Charles"), the owner and operator of Ameristar Casino Resort Spa St. Charles; Belterra Resort Indiana LLC ("Belterra Resort"), the owner and operator of Belterra Casino Resort located in Florence, Indiana; and PNK (Ohio), LLC ("Belterra Park"), the owner and operator of Belterra Park, located in Cincinnati, Ohio (collectively, the "Pinnacle Properties"), pursuant to a Membership Interest Purchase Agreement (as amended, the "Pinnacle Purchase Agreement"), dated as of December 17, 2017, as amended as of January 29, 2018 ("Amendment No. 1") and October 15, 2018 ("Amendment No. 2"), in each case by and among Boyd Gaming, Boyd TCIV, LLC, a wholly owned subsidiary of Boyd Gaming ("Boyd TCIV"), Penn National Gaming, Inc. ("Penn"), and, solely following the execution and delivery of a joinder to the Pinnacle Purchase Agreement, Pinnacle Entertainment, Inc. ("Pinnacle Entertainment") and its wholly owned subsidiary, Pinnacle MLS, LLC (collectively with Pinnacle Entertainment, "Pinnacle"). Pursuant to the Pinnacle Purchase Agreement, Boyd Gaming acquired from Pinnacle all of the issued and outstanding membership interests of the Acquired Companies as well as certain other assets (and assumed certain other liabilities) of Pinnacle related to the Acquired Companies (collectively, the "Pinnacle Acquisition"). Each of the Acquired Companies is now a wholly owned subsidiary of Boyd Gaming. The acquired companies are aggregated into our Midwest & South segment (See Note 13, Segment Information). The net purchase price was $568.3 million. Pursuant to the Pinnacle Purchase Agreement, Boyd TCIV entered into a Master Lease, dated October 15, 2018 (the "Master Lease"), with Gold Merger Sub, LLC ("Gold Merger Sub"), as landlord, and Boyd TCIV, as tenant, pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, a wholly owned subsidiary of Belterra Resort ("Ogle Haus"), commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal. The Pinnacle Acquisition occurred substantially concurrently with the acquisition of Pinnacle Entertainment by Penn pursuant to the Merger Agreement, dated December 17, 2017, by and among Pinnacle Entertainment, Penn and Franchise Merger Sub, Inc., a wholly owned subsidiary of Penn. Concurrently with the Pinnacle Acquisition, Boyd (Ohio) PropCo, LLC, a wholly owned subsidiary of Boyd TCIV ("Boyd PropCo"), acquired the real estate associated with Belterra Park in Cincinnati, Ohio (the "Belterra Park Real Property Sale") utilizing mortgage financing from a subsidiary of Gaming and Leisure Properties, Inc. ("GLPI"), pursuant to a purchase agreement, dated December 17, 2017 ("Belterra Park Purchase Agreement"), by and among Penn, Gold Merger Sub, a wholly owned subsidiary of GLPI, Belterra Park and Pinnacle Entertainment, and a Novation and Amendment Agreement, dated October 15, 2018 (the "Novation Agreement"), by and among Penn, Gold Merger Sub, Boyd PropCo, Belterra Park and Pinnacle Entertainment. Pursuant to the Novation Agreement, Gold Merger Sub, the original purchaser under the Belterra Park Purchase Agreement, assigned, transferred and conveyed to Boyd PropCo and Boyd PropCo accepted Gold Merger Sub’s rights, title and interest in the Belterra Park Purchase Agreement. Consideration Transferred The fair value of the consideration transferred on the date of the Pinnacle Purchase Agreement included the purchase price of the net assets transferred. The total gross cash consideration was $607.3 million. Status of Purchase Price Allocation The Company is following the acquisition method of accounting per FASB Accounting Standards Codification Topic 805 ("ASC 805") guidance. For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management with the assistance from third-party specialists. The excess of the purchase price over the preliminary estimated fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Pinnacle Acquisition. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during first quarter 2019. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2018. The following table summarizes the preliminary allocation of the purchase price:
(In thousands) | As Recorded
Current assets | $ | 64,604 |
Property and equipment | 167,000 |
Other assets | (28 | )
Intangible assets | 415,400 |
Total acquired assets | 646,976 |
Current liabilities | 54,585 |
Other liabilities | 57,832 |
Total liabilities assumed | 112,417 |
Net identifiable assets acquired | 534,559 |
Goodwill | 72,740 |
Net assets acquired | $ | 607,299 |
The following table summarizes the preliminary values assigned to acquired property and equipment and estimated useful lives:
(In thousands) | Useful Lives |  | As Recorded
Land |  |  | $ | 7,350 |
Buildings and improvements | 15 - 40 years |  | 89,150 |
Furniture and equipment | 2 - 10 years |  | 65,600 |
Construction in progress |  |  | 4,900 |
Property and equipment acquired |  |  | $ | 167,000 |
The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets.
(In thousands) | Useful Lives |  | As Recorded
Customer relationship | 4 years |  | $ | 40,900 |
Trademark | Indefinite |  | 43,000 |
Gaming license right | Indefinite |  | 331,500 |
Total intangible assets acquired |  |  | $ | 415,400 |
The goodwill recognized is the excess of the purchase price over the preliminary values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $14.5 million and $2.0 million of acquisition related costs that were expensed for the years ended December 31, 2018 and 2017, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". Condensed Consolidated Statement of Operations for the period from October 15, 2018 through December 31, 2018 The following supplemental information presents the financial results of the Pinnacle Properties included in the Company's consolidated statement of operations for the year ended December 31, 2018:
| Period from
| October 15 to
(In thousands) | December 31, 2018
Total revenues | $ | 138,189 |
Net income | $ | 1,641 |
Valley Forge Convention Center Partners On September 17, 2018, we completed the acquisition of Valley Forge Convention Center Partners, L.P. ("Valley Forge"), the owner and operator of Valley Forge Casino Resort, pursuant to an Agreement and Plan of Merger (as amended, the "Valley Forge Merger Agreement"), dated as of December 20, 2017, as amended as of September 17, 2018, in each case by and among Boyd, Boyd TCV, LP, a Pennsylvania limited partnership and a wholly owned subsidiary of Boyd ("Boyd TCV"), Valley Forge, and VFCCP SR LLC, a Pennsylvania limited liability company, solely in its capacity as the representative of Valley Forge’s limited partners. Pursuant to the Valley Forge Merger Agreement, Boyd TCV merged with and into Valley Forge (the "Valley Forge Merger"), with Valley Forge surviving the merger. Valley Forge is now a wholly owned subsidiary of Boyd. Valley Forge is a modern casino and hotel in King of Prussia, Pennsylvania that offers premium accommodations, gaming, dining, entertainment and retail services, and is aggregated into our Midwest & South segment (See Note 13, Segment Information). The net purchase price was $266.6 million. Consideration Transferred The fair value of the consideration transferred on the date of the Valley Forge Merger included the purchase price of the net assets transferred. The total gross cash consideration was $291.4 million. Status of Purchase Price Allocation The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management with assistance from third-party appraisals. The excess of the purchase price over the preliminary estimated fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Valley Forge Merger. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during first quarter 2019. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2018. The following table summarizes the preliminary allocation of the purchase price:
| Preliminary Purchase Price Allocation
(In thousands) | As of September 30, 2018 |  | Adjustments |  | As of December 31, 2018
Current assets | $ | 29,909 |  |  | $ | — |  |  | $ | 29,909 |
Property and equipment | 47,762 |  |  | 8,738 |  |  | 56,500 |
Other assets | 483 |  |  | — |  |  | 483 |
Intangible assets | — |  |  | 148,600 |  |  | 148,600 |
Total acquired assets | 78,154 |  |  | 157,338 |  |  | 235,492 |
Current liabilities | 12,028 |  |  | 940 |  |  | 12,968 |
Other liabilities | 606 |  |  | — |  |  | 606 |
Total liabilities assumed | 12,634 |  |  | 940 |  |  | 13,574 |
Net identifiable assets acquired | 65,520 |  |  | 156,398 |  |  | 221,918 |
Goodwill | 225,844 |  |  | (156,398 | ) |  | 69,446 |
Net assets acquired | $ | 291,364 |  |  | $ | — |  |  | $ | 291,364 |
The following table summarizes the preliminary values assigned to acquired property and equipment and estimated useful lives:
(In thousands) | Useful Lives |  | As Recorded
Land |  |  | $ | 15,200 |
Buildings and improvements | 15 - 40 years |  | 32,900 |
Furniture and equipment | 2 - 6 years |  | 7,971 |
Construction in progress |  |  | 429 |
Property and equipment acquired |  |  | $ | 56,500 |
The following table summarizes the acquired intangible assets and weighted average useful lives of definite-lived intangible assets.
(In thousands) | Useful Lives |  | As Recorded
Customer relationship | 5 years |  | $ | 15,100 |
Trademark | Indefinite |  | 12,500 |
Gaming license right | Indefinite |  | 121,000 |
Total intangible assets acquired |  |  | $ | 148,600 |
The goodwill recognized is the excess of the purchase price over the preliminary values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $3.6 million and $0.4 million of acquisition related costs that were expensed for the years ended December 31, 2018 and 2017, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". Condensed Consolidated Statement of Operations for the period from September 17, 2018 through December 31, 2018 The following supplemental information presents the financial results of Valley Forge included in the Company's consolidated statement of operations for the year ended December 31, 2018:
| Period from
| September 17 to
(In thousands) | December 31, 2018
Total revenues | $ | 43,499 |
Net income | $ | 4,450 |
Lattner Entertainment Group Illinois On June 1, 2018, we completed the acquisition of Lattner Entertainment Group Illinois, LLC ("Lattner"), a distributed gaming operator headquartered in Ottawa, Illinois, pursuant to an Agreement and Plan of Merger (the "Lattner Merger Agreement") dated as of May 1, 2018, by and among Boyd, Boyd TCVI Acquisition, LLC, a wholly owned subsidiary of Boyd ("Boyd TCVI"), Lattner, and Lattner Capital, LLC, solely in its capacity as the representative of the equity holders of Lattner. Pursuant to the Lattner Merger Agreement, Boyd TCVI merged with and into Lattner (the "Lattner Merger"), with Lattner surviving the Lattner Merger and becoming a wholly owned subsidiary of Boyd. Lattner currently operates nearly 1,000 gaming units in approximately 220 locations across the state of Illinois and is aggregated into our Midwest & South segment (See Note 11, Segment Information). The net purchase price was $100.0 million. Consideration Transferred The fair value of the consideration transferred on the date of the Lattner Merger included the purchase price of the net assets transferred. The total gross cash consideration was $110.5 million. Status of Purchase Price Allocation The Company is following the acquisition method of accounting per ASC 805 guidance. For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on preliminary estimates of fair value as determined by management with assistance from third-party appraisals. The excess of the purchase price over the preliminary estimated fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The Company will recognize the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Lattner Merger. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) is currently in process. This determination requires significant judgment. As such, management has not completed its valuation analysis and calculations in sufficient detail necessary to finalize the determination of the fair value of the assets acquired and liabilities assumed, along with the related allocations of goodwill and intangible assets. The final fair value determinations are expected to be completed during first quarter 2019. The final fair value determinations may be significantly different than those reflected in the consolidated financial statements at December 31, 2018. The following table summarizes the preliminary allocation of the purchase price:
| Preliminary Purchase Price Allocation
(In thousands) | As of June 30, 2018 |  | Adjustments |  | As of December 31, 2018
Current assets | $ | 9,889 |  |  | $ | 749 |  |  | $ | 10,638 |
Property and equipment | 9,063 |  |  | 244 |  |  | 9,307 |
Other assets | 1,963 |  |  | — |  |  | 1,963 |
Intangible and other assets | 2,070 |  |  | 55,930 |  |  | 58,000 |
Total acquired assets | 22,985 |  |  | 56,923 |  |  | 79,908 |
Current liabilities | 1,062 |  |  | — |  |  | 1,062 |
Total liabilities assumed | 1,062 |  |  | — |  |  | 1,062 |
Net identifiable assets acquired | 21,923 |  |  | 56,923 |  |  | 78,846 |
Goodwill | 88,615 |  |  | (56,923 | ) |  | 31,692 |
Net assets acquired | $ | 110,538 |  |  | $ | — |  |  | $ | 110,538 |
The following table summarizes the preliminary values assigned to acquired property and equipment and estimated useful lives:
(In thousands) | Useful Lives |  | As Recorded
Buildings and improvements | 10 - 45 years |  | $ | 66 |
Furniture and equipment | 3 - 7 years |  | 9,241 |
Property and equipment acquired |  |  | $ | 9,307 |
The following table summarizes the acquired intangible asset and weighted average useful lives of the definite-lived intangible asset.
(In thousands) | Useful Lives |  | As Recorded
Host agreements | 15 years |  | $ | 58,000 |
Total intangible assets acquired |  |  | $ | 58,000 |
The goodwill recognized is the excess of the purchase price over the preliminary values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Midwest & South reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $0.7 million of acquisition related costs that were expensed for the year ended December 31, 2018. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". We have not provided the amount of revenue and earnings included in our consolidated financial results from the Lattner acquisition for the period subsequent to its acquisition as such amounts are not material for the twelve months ended December 31, 2018. Supplemental Unaudited Pro Forma Information The following table presents pro forma results of the Company, as though Lattner, Valley Forge and the Pinnacle Properties (the "Acquired Companies") had been acquired as of January 1, 2017. The pro forma results do not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of the Company, Lattner, Valley Forge and the Pinnacle Properties, prior to the acquisition, with adjustments directly attributable to the acquisitions.
| Year Ended December 31, 2018
(In thousands) | Boyd Gaming Corporate (As Reported) |  | Acquired Companies |  | Boyd Gaming Corporate (Pro Forma)
Total revenues | $ | 2,626,730 |  |  | $ | 666,928 |  |  | $ | 3,293,658 |
Net income from continuing operations, net of tax | $ | 114,701 |  |  | $ | 16,589 |  |  | $ | 131,290 |
Basic net income per share | $ | 1.01 |  |  |  |  | $ | 1.15 |
Diluted net income per share | $ | 1.00 |  |  |  |  | $ | 1.14 |
| Year Ended December 31, 2017
(In thousands) | Boyd Gaming Corporate (As Reported) |  | Acquired Companies |  | Boyd Gaming Corporate (Pro Forma)
Total revenues | $ | 2,400,819 |  |  | $ | 861,454 |  |  | $ | 3,262,273 |
Net income from continuing operations, net of tax | $ | 167,998 |  |  | $ | 4,464 |  |  | $ | 172,462 |
Basic net income per share | $ | 1.46 |  |  |  |  | $ | 1.50 |
Diluted net income per share | $ | 1.45 |  |  |  |  | $ | 1.49 |
Pro Forma and Other Adjustments The unaudited pro forma results, as presented above, include adjustments to record: (i) rent expense under the Master Lease; (ii) the net incremental depreciation expense for the adjustment of property and equipment to fair value and the allocation of a portion of the purchase price to amortizing intangible assets; (iii) the increase in interest expense incurred on the incremental borrowings incurred by Boyd to fund the acquisition along with the Belterra Park Mortgage; (iv) the estimated tax effect of the pro forma adjustments and on the historical taxable income of the Acquired Companies; and (v) miscellaneous adjustments as a result of the preliminary purchase price allocation on the amortization of certain assets and liabilities. Cannery Casino Hotel and Nevada Palace, LLC On December 20, 2016, Boyd Gaming completed the acquisitions of Cannery, the owner and operator of Cannery Casino Hotel, and Nevada Palace, LLC, the owner and operator of Eastside Cannery Casino and Hotel, pursuant to a Membership Interest Purchase Agreement (the "Purchase Agreement") dated as of April 25, 2016, as amended on October 28, 2016, by and among Boyd, Cannery Casino Resorts, LLC ("Seller"), Cannery and Eastside Cannery. Pursuant to the terms of the Purchase Agreement, Boyd acquired from Seller all of the issued and outstanding membership interests of Cannery and Eastside Cannery (the "Canneries Acquisition"). With the closing of the Canneries Acquisition, both Cannery and Eastside Cannery became wholly owned subsidiaries of Boyd. Accordingly, the assets and liabilities of Cannery and Eastside Cannery are included in our consolidated balance sheets as of December 31, 2018 and 2017 and the results of their operations and cash flows in our consolidated statements of operations and cash flows, respectively, for the year ended December 31, 2018 and 2017 and the period from December 20, 2016 through December 31, 2016. The Cannery and Eastside Cannery are modern casinos and hotels in the Las Vegas Valley that offer premium accommodations, gaming, dining, entertainment and retail, and are aggregated into our Las Vegas Locals segment (see Note 1, Summary of Significant Accounting Policies). The net purchase price was $228.2 million. The fair value of the consideration transferred to the Seller on the acquisition date included the purchase price of the net assets transferred. The total gross cash consideration was $238.6 million. In addition, the Purchase Agreement provided for a working capital adjustment to the purchase consideration. This adjustment was calculated during second quarter 2017 and paid during the third quarter, resulting in an additional $1.2 million being paid to Seller. Acquisition Method of Accounting The Company followed the acquisition method of accounting according to the guidance of ASC 805. For purposes of these financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values, as determined by management based on its judgment with assistance from third-party appraisals. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill. The following table summarizes the components and allocation of the purchase price:
(In thousands) | Final Purchase Price Allocation
Current assets | $ | 21,584 |
Property and equipment | 125,082 |
Other long-term assets | 3,419 |
Intangible and other assets | 15,450 |
Total acquired assets | 165,535 |
Current liabilities | 10,866 |
Total liabilities assumed | 10,866 |
Net identifiable assets acquired | 154,669 |
Goodwill | 85,052 |
Net assets acquired | $ | 239,721 |
The following table summarizes the values assigned to acquired property and equipment and estimated useful lives:
(In thousands) | Useful Lives |  | As Recorded
Land |  |  | $ | 7,870 |
Buildings and improvements | 10 - 40 years |  | 107,268 |
Furniture and equipment | 3 - 7 years |  | 9,820 |
Construction in progress |  |  | 124 |
Property and equipment acquired |  |  | $ | 125,082 |
The goodwill was assigned to the Las Vegas Locals reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $0.9 million, $1.1 million and $10.5 million of acquisition related costs that were expensed for the year ended December 31, 2018, 2017 and 2016, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". We have not provided the amount of revenue and earnings included in our consolidated financial results from the Canneries Acquisition for the period subsequent to their acquisition as such amounts are not material for the twelve months ended December 31, 2016. Aliante Casino + Hotel + Spa On September 27, 2016, Boyd Gaming completed the acquisition of ALST Casino Holdco LLC ("ALST"), the holding company of Aliante Gaming, LLC, which owns and operates Aliante. Pursuant to the Merger Agreement, Merger Sub merged with and into ALST (the "Merger"), with ALST surviving the Merger. ALST and Aliante are now wholly owned subsidiaries of Boyd Gaming. Accordingly, the acquired assets and liabilities of Aliante are included in our consolidated balance sheets as of December 31, 2018 and 2017 and the results of its operations and cash flows in our consolidated statements of operations and cash flows, respectively, for the year ended December 31, 2018 and 2017 and the period from September 27, 2016 through December 31, 2016. Aliante is an upscale, resort-style casino and hotel situated in North Las Vegas offering premium accommodations, gaming, dining, entertainment and retail, and is aggregated into our Las Vegas Locals segment (See Note 1, Summary of Significant Accounting Policies.) The net purchase price was $372.3 million. The fair value of the consideration transferred on the acquisition date included the purchase price of the net assets transferred. The total gross cash consideration was $399.1 million. Acquisition Method of Accounting The Company followed the acquisition method of accounting per ASC 805 guidance. In accordance with ASC 805, the Company allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their fair values, which were determined primarily by management with assistance from third-party appraisals. The excess of the purchase price over those fair values was recorded as goodwill. The following table presents the components and allocation of the purchase price:
(In thousands) | Final Purchase Price Allocation
Current assets | $ | 31,886 |
Property and equipment | 225,549 |
Intangible and other assets | 18,148 |
Total acquired assets | 275,583 |
Current liabilities | 6,208 |
Other liabilities | 553 |
Total liabilities assumed | 6,761 |
Net identifiable assets acquired | 268,822 |
Goodwill | 130,324 |
Net assets acquired | $ | 399,146 |
The following table summarizes the values assigned to acquired property and equipment and estimated useful lives:
(In thousands) | Useful Lives |  | As Recorded
Land |  |  | $ | 16,680 |
Buildings and improvements | 10 - 45 years |  | 200,770 |
Furniture and equipment | 3 - 7 years |  | 8,099 |
Property and equipment acquired |  |  | $ | 225,549 |
All of the goodwill was assigned to the Las Vegas Locals reportable segment. All of the goodwill is expected to be deductible for income tax purposes. The Company recognized $0.8 million, $1.0 million and $2.2 million of acquisition related costs that were expensed for the year ended December 31, 2018, 2017 and 2016, respectively. These costs are included in the consolidated statements of operations in the line item entitled "Project development, preopening and writedowns". We have not provided the amount of revenue and earnings included in our consolidated financial results from the Aliante acquisition for the period subsequent to their acquisition as such amounts are not material for the twelve months ended December 31, 2016. Investment in and Divestiture of Borgata On August 1, 2016, Boyd Gaming completed the sale of its 50% equity interest in Marina District Development Holding Company, LLC ("MDDHC"), the parent company of Borgata, to MGM, pursuant to an Equity Purchase Agreement ("Purchase Agreement") entered into on May 31, 2016, as amended on July 19, 2016, by and among Boyd, Boyd Atlantic City, Inc., a wholly-owned subsidiary of Boyd ("Seller"), and MGM. Pursuant to the Purchase Agreement, MGM acquired from Boyd Gaming 49% of its 50% membership interest in MDDHC and, immediately thereafter, MDDHC redeemed Boyd Gaming’s remaining 1% membership interest in MDDHC (collectively, the "Transaction"). Following the Transaction, MDDHC became a wholly owned subsidiary of MGM. In consideration for the Transaction, MGM paid Boyd Gaming $900 million. The initial net cash proceeds were approximately $589 million, net of certain expenses and adjustments on the closing date, including outstanding indebtedness, cash and working capital. The after-tax gain on the sale of Borgata was $181.7 million and is included in discontinued operations in the year ended December 31, 2016. The initial proceeds did not include our 50% share of any future property tax settlement benefits, from the time period during which we held a 50% ownership in MDDHC, to which Boyd Gaming retained the right to receive upon payment. During 2016, we recognized $9.1 million in income, which is included in discontinued operations, for the cash we received for our share of property tax benefits realized by Borgata subsequent to the closing of the sale. On February 15, 2017, Borgata announced that it had entered into a settlement agreement under which it would receive payments totaling $72 million to resolve the property tax issues. Borgata received full payment, and we received our share of the proceeds, in June 2017. For the year ended December 31, 2017, we recognized $36.2 million in income for the cash we received for our share of property tax benefits realized by Borgata after the closing of the sale. These proceeds, net of tax of $14.8 million for the year ended December 31, 2017, are included in discontinued operations in the consolidated financial statements. During the year ended December 31, 2018, we recognized $0.3 million in income, net of tax, for the cash received for our share of miscellaneous recoveries realized by Borgata during that period, which are included in discontinued operations in the consolidated financial statements. We accounted for our investment in Borgata applying the equity method, through the date of the sale, and, as a result of the sale, we reported the results as discontinued operations for all periods presented in these consolidated financial statements. The table below summarizes the results of operations information for the period prior to the date of divestiture:
| Seven Months Ended
(In thousands) | July 31, 2016
Total revenues | $ | 485,510 |
Operating expenses | 366,812 |
Operating income | 118,698 |
Interest expense | 26,378 |
Loss on early extinguishments of debt | 1,628 |
State income tax expense (benefit) | 8,274 |
Net income | $ | 82,418 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration