Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2015

Goodwill and Other Intangible Assets

9. Goodwill and Other Intangible Assets

Goodwill consists mainly from the acquisitions of Boomtown Biloxi in August 2000, Hollywood Casino Corporation in March 2003, Argosy Gaming Company in October 2005, Zia Park Casino in April 2007, Hollywood Casino St. Louis in November 2012, Tropicana Las Vegas in August 2015, and Prairie State Gaming in September 2015. A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands):

Balance at December 31, 2013:
Goodwill	$	2,134,697
Accumulated goodwill impairment losses		(1,182,744	)

Goodwill, net	$	951,953

Goodwill acquired		3,052
Goodwill impairment losses		(80,821	)

Balance at December 31, 2014:
Goodwill	$	2,137,749
Accumulated goodwill impairment losses		(1,263,565	)

Goodwill, net	$	874,184

Goodwill acquired		37,758

Balance at December 31, 2015:
Goodwill	$	2,175,507
Accumulated goodwill impairment losses		(1,263,565	)

Goodwill, net	$	911,942

Indefinite-life intangible assets consist mainly of gaming licenses. The table below presents the gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets at December 31, 2015 and 2014:

	December 31, 2015						December 31, 2014
	(in thousands)
	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Indefinite-life intangible assets	$	375,405	$	—	$	375,405	$	418,991	$	—	$	418,991
Argosy Casino Sioux City gaming license		20,949		20,949		—		20,949		20,949		—
Other intangible assets		72,223		56,186		16,037		56,126		55,664		462

Total	$	468,577	$	77,135	$	391,442	$	496,066	$	76,613	$	419,453

Total other intangible assets decreased by $28.0 million for the year ended December 31, 2015 primarily due to impairment charges discussed below and amortization for the year ended December 31, 2015 partially offset by $15.7 million of customer relationship intangibles amortizing over ten years related to the acquisition of Prairie State Gaming on September 1, 2015.

In June 2013, the Company finalized the terms of its memorandum of understanding with the State of Ohio, which included an agreement by the Company to pay a relocation fee in return for being able to relocate its existing racetracks in Toledo and Grove City to Dayton and Austintown, respectively. Upon opening of these facilities in 2014, the relocation fee for each new racino was recorded at the present value of the contractual obligation, which was calculated to be $75 million based on the 5% discount rate included in the agreement (See Note 10 for further details on the obligation). In addition, the gaming license fee of $50 million for each Ohio racino has been paid ($25 million for each facility in 2014, and $25 million for each facility in 2015).

For the year ended December 31, 2015, the Company recorded other intangible assets impairment charges of $40.0 million, as of the valuation date of October 1, 2015, related to the write-off of our Plainridge Park Casino gaming license and a partial write-down of the gaming license at Hollywood Gaming at Dayton Raceway due to a reduction in the long term earnings forecast at both of these locations.

For the year ended December 31, 2014, the Company recorded goodwill and other intangible assets impairment charges of $80.8 million and $74.5 million, respectively, as of valuation date of October 1, 2014 (the date of its annual impairment test), as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions at certain properties which persisted in 2014 in its Southern Plains segment, as well as for the write off of a trademark intangible asset in the West segment.

For the year ended December 31, 2013, the Company recorded goodwill and other intangible assets impairment charges of $249.3 million and $311.0 million, respectively, as of valuation date of October 1, 2013 (the date of its annual impairment test), and $30.9 million and $133.1 million, respectively, as of valuation date of November 1, 2013 (the Spin Off date), as it determined that portions of the value of its goodwill and other intangible assets were impaired. Subsequent to the Spin Off, the Company is responsible monthly for a single significant financing payment to GLPI under the Master Lease. For impairment valuation purposes, the Company allocates the financing payment to its reporting units that utilize property that is subject to the Master Lease.

Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013, the Company recorded a goodwill and other intangible asset impairment charge of $68.7 million and $3.1 million, respectively, for Argosy Casino Sioux City during the year ended December 31, 2013, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility. Furthermore, the remaining gaming license for Argosy Casino Sioux City of $20.9 million at time of the impairment was accounted for as a definite lived intangible asset and was amortized on a straight line basis through June 2014, the opening date of the new facility.

The Company's intangible asset amortization expense was $0.5 million, $11.4 million, and $16.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2015 (in thousands):

2016	$	1,755
2017		1,685
2018		1,673
2019		1,673
2020		1,673
Thereafter		7,578

Total	$	16,037

The Company's remaining goodwill and other intangible assets by reporting unit at December 31, 2015 is shown below (in thousands):

Reporting Unit	Goodwill		Other Intangible Assets
Hollywood Casino St. Louis	$	205,783	$	58,418
Hollywood Casino Aurora		207,207		—
Argosy Casino Riverside		154,332		4,964
Zia Park Casino		142,359		—
Hollywood Gaming at Dayton Raceway		15,339		110,436
Hollywood Gaming at Mahoning Valley Race Course		—		125,000
Hollywood Casino at Penn National Race Course		1,497		67,607
Hollywood Casino Lawrenceburg		63,189		—
Hollywood Casino Tunica		44,042		—
Praire State Gaming		22,937		15,151
Boomtown Biloxi		22,365		—
Argosy Casino Alton		9,863		8,285
Tropicana Las Vegas		14,821		—
Others		8,208		1,581

Total	$	911,942	$	391,442

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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