Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets

Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Goodwill

The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2021 and 2020 (in thousands):

	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance as of January 1, 2020 (excluding impairment charges)	$	70,713	$	558,065	$	628,778
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance as of January 1, 2020		23,829		363,112		386,941
Acquisitions		—		26,182		26,182
Balance as of December 31, 2020		23,829		389,294		413,123
Acquisitions		—		70,511		70,511
Balance as of December 31, 2021	$	23,829	$	459,805	$	483,634

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 perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing 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 March 31, 2020, the Company determined that a triggering event for an interim goodwill impairment test of its RV and Outdoor Retail reporting unit had occurred as a result of the decline in the market price of the Company’s Class A common stock and the potential impact of COVID-19 on the Company’s business. As a result of the interim goodwill impairment test, the Company determined that the fair value of the RV and Outdoor Retail reporting unit was substantially above its respective carrying amount, therefore, no goodwill impairment was recorded.

In the fourth quarter of 2021 and 2020, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, and GSS Enterprise reporting units. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show and GSS Enterprise reporting units are comprised of a portion of the Good Sam Services and Plans Segment. These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value. Therefore, no impairment charge was recorded during the years ended December 31, 2021 and 2020. The Company estimated the fair value of these reporting units using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2021 and 2020 (in thousands):

	December 31, 2021
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership and customer lists	$	9,140		(8,748)	$	392
Websites		2,500		(253)		2,247
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,298)		3,328
Supplier lists		1,696		(424)		1,272
Trademarks and trade names		29,564		(9,465)		20,099
Websites		7,185		(3,553)		3,632
	$	55,711	$	(24,741)	$	30,970
	December 31, 2020
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership and customer lists	$	9,140	$	(8,568)	$	572
RV and Outdoor Retail:
Customer lists and domain names		3,476		(1,930)		1,546
Supplier lists		1,696		(85)		1,611
Trademarks and trade names		29,564		(6,681)		22,883
Websites		6,140		(2,630)		3,510
	$	50,016	$	(19,894)	$	30,122

As of December 31, 2021, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.9 years, and websites are 7.0 years. The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows: customer lists and domain names are 7.3 years, suppliers lists are 5.0 years, trademarks and trade names are 11.2 years, and websites are 7.8 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 9.8 years.

Amortization expense of finite-lived intangibles for the years ended December 31, 2021, 2020, and 2019 was $4.8 million, $4.6 million and $5.2 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2021, was as follows (in thousands):

2022	$	6,928
2023		5,785
2024		4,614
2025		2,166
2026		1,632
Thereafter		9,845
	$	30,970