Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 (in thousands):

	Good Sam
	Services and		RV and
	Plans		Outdoor Retail		Consolidated
Balance at January 1, 2021 (excluding impairment charges)	$	70,713	$	584,247	$	654,960
Accumulated impairment charges		(46,884)		(194,953)		(241,837)
Balance at January 1, 2021		23,829		389,294		413,123
Acquisitions		—		70,511		70,511
Balance at December 31, 2021		23,829		459,805		483,634
Acquisitions		405		138,384		138,789
Balance at December 31, 2022	$	24,234	$	598,189	$	622,423

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.

In the fourth quarter of 2022 and 2021, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, and GSS Enterprise reporting units. The Good Sam Media reporting unit was also included in the 2022 impairment test as the goodwill for that reporting unit related to a 2022 acquisition of a publication business. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show, GSS Enterprise, and Good Sam Media 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, 2022 and 2021. 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, 2022 and 2021 (in thousands):

	December 31, 2022
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	9,640		(8,971)	$	669
Trademarks and trade names		2,132		(95)		2,037
Websites		3,050		(682)		2,368
RV and Outdoor Retail:
Customer lists and domain names		5,626		(2,880)		2,746
Supplier lists		1,696		(763)		933
Trademarks and trade names		29,564		(19,691)		9,873
Websites		7,519		(5,200)		2,319
	$	59,227	$	(38,282)	$	20,945
	December 31, 2021
	Cost or		Accumulated
	Fair Value		Amortization		Net
Good Sam Services and Plans:
Membership, customer lists and other	$	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

As of December 31, 2022, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.3 years, trademarks and trade names are 15.0 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 7.0 years, suppliers lists are 5.0 years, trademarks and trade names are 14.4 years, and websites are 10.1 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 11.4 years.

During the first quarter of 2022, the Company recorded $8.8 million of incremental accelerated amortization from the adjustment of the useful lives of certain trademark and trade name intangible assets relating to brands not traditionally associated with RVs that the Company is phasing out.

Amortization expense of finite-lived intangibles for the years ended December 31, 2022, 2021, and 2020 was $13.5 million, $4.8 million and $4.6 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2022, was as follows (in thousands):

2023	$	2,580
2024		2,108
2025		1,808
2026		1,218
2027		1,218
Thereafter		12,013
	$	20,945