Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by segment for the nine months ended September 30, 2019 (in thousands):

	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance as of December 31, 2018	$	50,320	$	308,797	$	359,117
Acquisitions (1)		—		28,198		28,198
Transfers of assets between reporting units		(26,491)		26,491		—
Divestitures (2)		—		(400)		(400)
Balance as of September 30, 2019	$	23,829	$	363,086	$	386,915

(1) See Note 11 — Acquisitions.

(2) Goodwill was allocated to 13 specialty retail locations within the RV and Outdoor Retail segment based on relative fair value. These 13 specialty retail locations were divested during the three months ended September 30, 2019.

The Company evaluates goodwill for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to calculate the fair value of the reporting unit and compare the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value.

During the three months ended September 30, 2019, the Company performed an interim goodwill impairment test of its RV and Outdoor Retail reporting unit. The fair value of the RV and Outdoor Retail reporting unit was substantially above its respective carrying amount, therefore, no goodwill impairment was recorded.

As of January 1, 2019, the Company transferred certain assets related to the Good Sam Club and co-branded credit card from GSS Enterprises, LLC (“GSS”) within the Good Sam Services and Plans segment to CWI, Inc. (“CWI”) within the RV and Outdoor Retail segment. This resulted in a transfer of $26.5 million of goodwill from the Good Sam Services and Plans segment to the RV and Outdoor Retail segment based on relative fair value as of January 1, 2019 of the portion of the reporting unit transferred.

Intangible Assets

Finite–lived intangible assets and related accumulated amortization consisted of the following at September 30, 2019 and December 31, 2018 (in thousands):

	September 30, 2019
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership and customer lists	$	9,140	$	(7,773)	$	1,367
RV and Outdoor Retail:
Customer lists and domain names		3,415		(2,316)		1,099
Trademarks and trade names		28,955		(4,381)		24,574
Websites		5,990		(1,644)		4,346
	$	47,500	$	(16,114)	$	31,386
	December 31, 2018
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership and customer lists	$	9,140	$	(7,174)	$	1,966
RV and Outdoor Retail:
Customer lists and domain names		3,415		(1,559)		1,856
Trademarks and trade names		29,304		(2,853)		26,451
Websites		6,074		(1,063)		5,011
	$	47,933	$	(12,649)	$	35,284