Goodwill And Intangible Assets

3 Months Ended

Mar. 31, 2025

Goodwill And Intangible Assets [Abstract]

3.GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the future economic benefits of a business combination to the extent that the purchase price exceeds the fair value of the net identified tangible and intangible assets acquired and liabilities assumed. The Company determines the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management.

The Company tests goodwill for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. Testing compares the estimated fair values of our reporting units to the reporting units’ carrying values. The reportable segments with goodwill balances as of March 31, 2025 included the United States, Canada and Poland. For the quantitative goodwill impairment test, the current fair value of each reporting unit with goodwill balances is estimated using a combination of (i) the income approach using the discounted cash flow method for projected revenue, EBITDAR and working capital, (ii) the market approach observing the price at which comparable companies or shares of comparable companies are bought or sold, and (iii) fair value measurements using either quoted market price or an estimate of fair value using a present value technique. The cost approach, estimating the cost of reproduction or replacement of an asset, was considered but not used because it does not adequately capture an operating company’s intangible value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company will recognize an impairment for the amount by which the carrying value exceeds the reporting unit’s fair value. The impairment analysis requires management to make estimates about future operating results, valuation multiples and discount rates and assumptions based on historical data and consideration of future market conditions. Changes in the assumptions can materially affect these estimates. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, or conditions may change, which could result in additional impairment charges in the future. Such impairments could be material. Changes in the carrying amount of goodwill related to the United States, Canada and Poland segments are as follows:


Amounts in thousands	United States		Canada		Poland		Total
Gross carrying value January 1, 2025	$	89,975	$	6,932	$	6,226	$	103,133
Currency translation		—		9		407		416
Gross carrying value March 31, 2025		89,975		6,941		6,633		103,549

Accumulated impairment losses January 1, 2025		(63,502)		(3,375)		—		(66,877)
Accumulated impairment losses March 31, 2025		(63,502)		(3,375)		—		(66,877)

Net carrying value at January 1, 2025	$	26,473	$	3,557	$	6,226	$	36,256
Net carrying value at March 31, 2025	$	26,473	$	3,566	$	6,633	$	36,672

Intangible Assets

The Company tests its indefinite-lived intangible assets as of October 1 each year, or more frequently as circumstances indicate it is necessary. The fair value is determined primarily using the multi-period excess earnings methodology and the relief from royalty method under the income approach. Intangible assets at March 31, 2025 and December 31, 2024 consisted of the following:


		March 31,		December 31,
Amounts in thousands	2025		2024
Finite-lived
Casino licenses	$	3,932	$	3,055
Less: accumulated amortization		(1,035)		(844)
		2,897		2,211
Trademarks		16,718		16,718
Less: accumulated amortization		(3,924)		(3,508)
		12,794		13,210
Player's club lists		59,253		59,253
Less: accumulated amortization		(22,747)		(21,048)
		36,506		38,205
Total finite-lived intangible assets, net		52,197		53,626
Indefinite-lived
Casino licenses		29,724		29,698
Trademarks		1,689		1,592
Total indefinite-lived intangible assets		31,413		31,290
Total intangible assets, net	$	83,610	$	84,916

Trademarks

The Company currently owns five trademarks: Century Casinos, Mountaineer, Nugget, Rocky Gap and Casinos Poland. The trademarks are reported as intangible assets on the Company’s condensed consolidated balance sheets.

Trademarks: Finite-Lived

The Company has determined that the Mountaineer, Nugget and Rocky Gap trademarks, all reported in the United States segment, have useful lives of ten years after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to promote and support the trademark. As such, the trademarks will be amortized over their useful lives. Costs incurred to renew trademarks that are finite-lived are expensed over the renewal period to general and administrative expenses on the Company’s condensed consolidated statements of loss.

Changes in the carrying amount of the United States trademarks are as follows:


Amounts in thousands		Balance at ‎January 1, 2025		Amortization		Balance at ‎March 31, 2025
United States	$	13,210	$	(416)	$	12,794

As of March 31, 2025, estimated amortization expense of the United States trademarks over the next five years and thereafter was as follows:


Amounts in thousands
2025	$	1,249
2026		1,665
2027		1,665
2028		1,665
2029		1,645
Thereafter		4,905
	$	12,794

Trademark amortization expense was $0.4 million for each of the three months ended March 31, 2025 and 2024. The weighted-average amortization period of the United States trademarks is 7.0 years.

Trademarks: Indefinite-Lived

The Company has determined that the Casinos Poland trademark, reported in the Poland segment, and the Century Casinos trademark, reported in the Corporate and Other segment, have indefinite useful lives and therefore the Company does not amortize these trademarks. Costs incurred to renew trademarks that are indefinite-lived are expensed over the renewal period as general and administrative expenses on the Company’s condensed consolidated statements of loss.

Changes in the carrying amount of the indefinite-lived trademarks are as follows:


Amounts in thousands		Balance at January 1, 2025		Currency translation		Balance at March 31, 2025
Poland	$	1,484	$	97	$	1,581
Corporate and Other		108		—		108
	$	1,592	$	97	$	1,689

Casino Licenses: Finite-Lived

As of March 31, 2025, Casinos Poland had seven casino licenses, each with an original term of six years, which are reported as finite-lived intangible assets and are amortized over their respective useful lives.

Changes in the carrying amount of the Casinos Poland licenses are as follows:


Amounts in thousands		Balance at January 1, 2025		New Casino License		Amortization		Currency translation		Balance at March 31, 2025
Poland	$	2,211	$	677	$	(132)	$	141	$	2,897

‎

As of March 31, 2025, estimated amortization expense for the CPL casino licenses over the next five years and thereafter was as follows:


Amounts in thousands
2025	$	453
2026		589
2027		589
2028		549
2029		509
Thereafter		208
	$	2,897

These estimates do not reflect the impact of future foreign exchange rate changes or the continuation of the licenses following their expiration. Casino license amortization expense was $0.1 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively. The weighted average period before the next license expiration is 4.2 years. In Poland, gaming licenses are not renewable. Before a gaming license expires in a particular city, there is a public notification of the available license and any gaming company can apply for a new license for that city. Although the Company applies for the new license prior to the expiration of the current license, there is no guarantee a new license will be awarded prior to the expiration of the current license or at all. The Company was awarded a second license in the city of Wroclaw in March 2025. The Company expects to open the casino in the fourth quarter of 2025.

Casino Licenses: Indefinite-Lived

The Company has determined that the casino licenses held in the United States segment from the Missouri Gaming Commission, the West Virginia Lottery Commission and the Nevada Gaming Commission (held by Smooth Bourbon) and those held in the Canada segment from the Alberta Gaming, Liquor and Cannabis Commission (“AGLC”) and Horse Racing Alberta are indefinite-lived. Costs incurred to renew licenses that are indefinite-lived are expensed over the renewal period to general and administrative expenses on the Company’s condensed consolidated statements of loss. Changes in the carrying amount of the licenses are as follows:


Amounts in thousands		Balance at ‎January 1, 2025		Currency translation		Balance at ‎March 31, 2025
United States	$	18,962	$	—	$	18,962
Canada		10,736		26		10,762
	$	29,698	$	26	$	29,724

Player’s Club Lists

The Company has determined that the player’s club lists, reported in the United States segment, have useful lives of seven to 10 years based on estimated revenue attrition among the player’s club members over each property’s historical operations, as estimated by management. As such, the player’s club lists will be amortized over their useful lives. Changes in the carrying amount of the player’s club lists are as follows:


Amounts in thousands		Balance at ‎January 1, 2025		Amortization		Balance at ‎March 31, 2025
United States	$	38,205	$	(1,699)	$	36,506

As of March 31, 2025, estimated amortization expense for the player’s club lists over the next five years and thereafter was as follows:


Amounts in thousands
2025	$	5,099
2026		6,556
2027		3,888
2028		3,888
2029		3,888
Thereafter		13,187
	$	36,506

Player’s club amortization expense was $1.7 million for each of the three months ended March 31, 2025 and 2024. The weighted-average amortization period for the player’s club lists is 4.3 years.