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BUSINESS COMBINATIONS
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS BUSINESS COMBINATIONS
Casinos & Resorts Acquisition

Tropicana Las Vegas - On September 26, 2022, the Company completed its acquisition of Tropicana Las Vegas. The total purchase price was $148.2 million. Cash paid by the Company at closing net of $1.7 million cash acquired, was $146.5 million, excluding transaction costs. In connection with the acquisition of Tropicana Las Vegas, the Company entered into a lease arrangement with GLPI to lease the land underlying the Tropicana Las Vegas property for an initial term of 50 years at annual rent of $10.5 million.
The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the Casinos & Resorts acquisition as of June 30, 2023:

(in thousands)Tropicana Las Vegas
Preliminary(2)
Total current assets$7,924 
Property and equipment, net136,116 
Right of use assets, net164,884 
Intangible assets, net(1)
5,140 
Other assets766 
Goodwill8,794 
Total current liabilities(10,129)
Lease liabilities(164,884)
Other long-term liabilities(395)
Total purchase price$148,216 
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(1)    Intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively.
(2)    The Company recorded adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023 which decreased total current assets by $0.2 million, increased goodwill by $0.2 million, decreased total current liabilities by $0.1 million and increased the total purchase price by $0.1 million.

Goodwill recognized is deductible for local tax purposes and has been assigned as of the acquisition date to the Company’s Casinos & Resorts reportable segment, which includes the reporting unit expected to benefit from the synergies of the acquisition. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from integrating the property into the Company’s casino portfolio and future development of its omni-channel strategy.

The Company incurred $0.8 million of acquisition costs related to the above Casino & Resorts acquisition during the three and six months ended June 30, 2023, and $0.3 million and $0.5 million during the three and six months ended June 30, 2022, respectively. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

International Interactive Acquisition

Casino Secret - On January 5, 2023, the Company completed the acquisition of BACA Limited (“Casino Secret”), a European based online casino that offers slots, tables and live dealer games to Asian markets for total consideration of $49.3 million. Cash paid by the Company at closing net of $8.3 million cash acquired was $38.2 million, excluding transaction costs.
The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the International Interactive acquisition:
(in thousands)
Casino Secret
Preliminary(2)
Total current assets$8,862 
Property and equipment, net50 
Right of use assets, net392 
Intangible assets, net(1)
29,471 
Goodwill18,139 
Total current liabilities(7,163)
Lease liabilities(412)
Total purchase price$49,339 
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(1)    Casino Secret intangible assets include player relationships and trade names of $26.0 million and $3.5 million, respectively, which are both being amortized on a straight-line basis over their estimated useful lives of approximately 7 years.
(2)    The Company did not record adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023.

Total goodwill recorded in connection with the above International Interactive acquisition was $18.1 million, and is not deductible for local tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, which consist primarily of benefits from acquiring a talented technology workforce and management team experienced in the online gaming industry, and securing buyer-specific synergies expected to contribute to the Company’s omni-channel strategy which are expected to increase revenue and profits within the Company’s International Interactive reportable segment. The goodwill of the International Interactive acquisition has been assigned, as of the acquisition date, to the Company’s International Interactive reportable segment.

The Company incurred $1.2 million of acquisition costs related to the above International Interactive acquisition during the six months ended June 30, 2023. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statement of operations.