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Note 2 - Acquisition

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE 2. ACQUISITION

Resorts Digital Gaming, LLC

On September 1, 2024, Boyd Interactive Gaming, Inc. ("Boyd Interactive"), a wholly owned subsidiary of the Company, completed its acquisition of Resorts Digital Gaming, LLC ("Resorts Digital"), pursuant to a Membership Interest Purchase Agreement (the "Membership Agreement"), entered into on May 15, 2024, by and among Boyd Interactive, DGMB Casino Holding, LLC and DGMB Casino SPE Corp. Resorts Digital is now a wholly owned subsidiary of Boyd Interactive.

Resorts Digital is an online casino operator based in New Jersey, operating a dual-brand strategy across Resorts Casino and Mohegan Sun. This acquisition is another step forward in building out our online casino business. In addition to acquiring the existing online business under both brands, the acquisition includes a 20-year marketing agreement with a 10-year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey. This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where they can redeem points earned under a loyalty program for such amenities as complimentary food & beverage and hotel rooms. The acquired company is aggregated into our Online segment (See Note 10, Segment Information).

Consideration Transferred

The fair value of the consideration transferred for the membership interests of Resorts Digital included the purchase price of the net assets transferred. The total gross consideration was $34.0 million (with $3.7 million of cash and restricted cash acquired and $1.5 million not paid as of September 30, 2024, for total cash paid for acquisition, net of cash received as of September 30, 2024 of $28.8 million).

Status of Purchase Price Allocation

The Company is following the acquisition method of accounting pursuant to FASB Accounting Standards Codification Topic 805 ("ASC 805"). For purposes of these condensed 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 has recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the acquisition. The determination of the fair values of all the acquired intangible assets and the related determination of their estimated lives is currently in process. This determination requires significant judgment and 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 intangible assets acquired, along with the related allocation of goodwill. The final fair value determinations may be different than those reflected in the condensed consolidated financial statements at September 30, 2024.

The following table summarizes the preliminary allocation of the purchase price:

*(In thousands)*		*As Recorded*
Current assets		$	4,316
Other assets			110
Intangible assets			22,800
Total acquired assets			27,226

Current liabilities			3,918
Other liabilities			28
Total liabilities assumed			3,946
Net identifiable assets acquired			23,280
Goodwill			10,700
Net assets acquired		$	33,980

The following table summarizes the preliminary values assigned to acquired intangible assets and preliminary weighted average useful lives of definite-lived intangible assets:

		*Useful Lives*
*(In thousands)*		*(in years)*				*As Recorded*
Gaming license right		Indefinite				$	15,000
Customer relationships		5					3,300
Marketing agreement		20					4,500
Total intangible assets acquired						$	22,800

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 Online reportable segment.

The Company expensed $0.1 million of acquisition related costs for the three and nine months ended September 30, 2024. These costs are included in project development, preopening and writedowns on the condensed consolidated statements of operations.

The revenue and earnings from the acquisition are not material for the period subsequent to acquisition through September 30, 2024. The pro-forma revenue and earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024, are not material through September 30, 2024.