Note 2 – Acquisitions

On January 29, 2016, the Company completed the acquisition of approximately 1,100 gaming devices, as well as certain other non-gaming assets and the right to operate within certain locations, from C. Lohman Games, Inc., Rocky Mountain Gaming, Inc. and Brandy’s Shoreliner Restaurant, Inc. (the “Initial Montana Acquisition”). The total consideration for the transaction was $20.1 million, including the issuance of $0.5 million of the Company’s common stock (comprising 50,252 shares at fair value at issuance of $9.95 per share). In connection with the Initial Montana Acquisition, the Company is required to pay the sellers contingent consideration of up to a total of $2.0 million in cash paid in four quarterly payments beginning in September 2017, subject to certain potential adjustments. See Note 9, Financial Instruments and Fair Value Measurements, for further discussion regarding the estimated fair value of the contingent consideration.

On April 22, 2016, the Company completed the acquisition of approximately 1,800 gaming devices, as well as amusement devices and certain other non-gaming assets and the right to operate within certain locations, from Amusement Services, LLC (the “Second Montana Acquisition”, and, together with the Initial Montana Acquisitions, the “Montana Acquisitions”). The total consideration for the transaction was $25.7 million.

Acquisition Method of Accounting

The Company followed the acquisition method of accounting for the Montana Acquisitions per ASC 805 guidance. In accordance with ASC 805, the Company allocated the purchase price for each Montana Acquisition 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 prices over those fair values was recorded as goodwill.

The allocation of the $20.1 million purchase price of the Initial Montana Acquisition was finalized in the first quarter of 2017, and as of the date of the acquisition, was comprised of the following:

(In thousands)	Final Purchase Price Allocation
Cash and cash equivalents	$	1,700
Property and equivalents		2,350
Intangible assets		14,400
Goodwill		1,680
Total acquired assets	$	20,130

The intangible assets acquired in the Initial Montana Acquisition and the related weighted average useful lives of definite-lived intangible assets were as follows:

(In thousands)	Useful Life	As Recorded, at Fair Value
Customer relationships	15 years	$	9,800
Non-competition agreements	5 years		3,900
Trade name	4 years		500
Other	15 years		200
Total intangible assets acquired		$	14,400

The preliminary allocation of the $25.7 million purchase price of the Second Montana Acquisition as of the date of acquisition was comprised of the following:

(In thousands)	Preliminary Purchase Price Allocation
Cash and other current assets	$	404
Property and equipment		7,839
Intangible assets		11,400
Goodwill		6,013
Total acquired assets	$	25,656

The preliminary valuation of intangible assets acquired in the Second Montana Acquisition and the related weighted average useful lives of definite –lived intangible assets were as follows:

(In thousands)	Useful Life	Preliminary Assessment of Fair Value
Customer relationships	15 years	$	9,100
Non-competition agreements	5 years		1,800
Trade name	4 years		200
Other	15 years		300
Total intangible assets acquired		$	11,400

The goodwill recognized in the Montana Acquisitions was primarily attributable to potential expansion and future development of, and anticipated synergies from, the acquired businesses and is expected to be deductible for income tax purposes. The Company's estimation of the fair value of the assets acquired in the Montana Acquisitions as of the respective dates of the acquisitions was determined based on certain valuations and analyses. For the Second Montana Acquisition, those valuations and analyses have yet to be finalized, and accordingly, the assets acquired in that transaction are subject to adjustment once such analyses are completed. The Company may record adjustments to the carrying value of assets acquired in the Second Montana Acquisition with a corresponding offset to goodwill during the applicable measurement period, which can be up to one year from the date of the consummation of the acquisition.

The Company reports the results of operations from each of the Montana Acquisitions, subsequent to their respective closing date, within its Distributed Gaming segment. For the three months ended March 31, 2017 and 2016, net revenues from the Montana Acquisitions totaled $15.2 million and $4.0 million, respectively. For the three months ended March 31, 2017 and 2016, transaction-related costs for the Montana Acquisitions totaled $0.1 million and $0.2 million, respectively, and were included in preopening expenses. The Company may incur additional transaction-related costs related to the Montana Acquisitions in future periods. Pro forma information is not being presented as there is no practicable method to calculate pro forma earnings given that the Montana Acquisitions were asset purchases that represented only a component of the businesses of the sellers. As a result, historical financial information obtained would have required significant estimates.