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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2020
Finite Lived Intangible Assets Net [Abstract]  
Goodwill and Intangible Assets

5. Goodwill and Intangible Assets 

Goodwill represents the purchase price in excess of the fair value of the net assets acquired and liabilities assumed in connection with the Business Combination (See “Note 3”). As a result of the Business Combination on March 19, 2019, and the related application of acquisition accounting, the Company completed an initial preliminary valuation of goodwill as of that date of $199.4 million. As of December 31, 2019 (Successor), goodwill was adjusted due to immaterial corrections, changes in cash consideration and measurement period adjustments to $190.1 million, a decrease of $9.3 million.

As a result of the effect of COVID-19 on our expected future operating cash flows and our evaluation of the economic and market conditions, and its impact on the Company’s common share price, we concluded it is more likely than not that the trade name indefinite-lived intangible asset and goodwill are impaired and performed, including work performed by third-party valuation specialists, interim impairment tests as of March 31, 2020. As a result, we concluded that the goodwill of $174.2 million and $15.9 million associated with the Maritime and Destination Resorts reporting units, respectively, was fully impaired as of March 31, 2020. Goodwill impairment charges of approximately $190 million for these reporting units are included in Goodwill and tradename intangible assets impairment in the accompanying consolidated statement of operations during the year ended December 31, 2020 (Successor) (See “Note 15”).  

The changes in the carrying amount of goodwill for each unit for the year ended December 31, 2020 (Successor) were as follows (in thousands):

 

Maritime

 

 

Destination Resorts

 

 

Total

 

Balance at December 31,2019

$

174,150

 

 

$

15,927

 

 

$

190,077

 

Impairments

 

(174,150

)

 

 

(15,927

)

 

 

(190,077

)

Balance at December 31,2020

$

-

 

 

$

-

 

 

$

-

 

 

As a result of the interim impairment tests discussed above, we performed a fair value test applying the relief of royalty method and determined that the estimated fair value of one of our trade names is less than carrying value as of March 31, 2020. As a result, we recognized an impairment charge of $0.7 million and it is included in Goodwill and tradename intangible assets impairment in the accompanying consolidated statement of operation during the year ended December 31, 2020 (Successor). As of October 1, 2020, we performed our annual trade name indefinite-lived intangible asset impairment review and determined there was no incremental impairment.

Intangible assets consist of finite and indefinite life assets. The following is a summary of the Company’s intangible assets as of December 31, 2020 (Successor) (in thousands, except amortization period):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

Accumulated Amortization and Impairment

 

 

Net Balance

 

 

Weighted Average Amortization Period (in years)

Retail concession agreements

$

604,700

 

 

$

(27,680

)

 

$

577,020

 

 

39

Destination resort agreements

 

17,900

 

 

 

(2,095

)

 

 

15,805

 

 

15

Trade name

 

6,200

 

 

 

(700

)

 

 

5,500

 

 

Indefinite-life

Licensing agreement

 

1,000

 

 

 

(211

)

 

 

789

 

 

8

 

$

629,800

 

 

$

(30,686

)

 

$

599,114

 

 

 

The following is a summary of the Company’s intangible assets as of December 31, 2019 (Successor) (in thousands, except amortization period):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

Accumulated Amortization

 

 

Net Balance

 

 

Weighted Average Amortization Period (in years)

Retail concession agreements

$

604,700

 

 

$

(12,165

)

 

$

592,535

 

 

39

Destination resort agreements

 

17,900

 

 

 

(907

)

 

 

16,993

 

 

15

Trade name

 

6,200

 

 

 

-

 

 

 

6,200

 

 

Indefinite-life

Licensing agreement

 

1,000

 

 

 

(91

)

 

 

909

 

 

8

 

$

629,800

 

 

$

(13,163

)

 

$

616,637

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense for the year ended December 31, 2020 (Successor), for the periods from March 20, 2019 to December 31, 2019 (Successor), January 1, 2019 to March 19, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor) was $16.8 million, $13.2 million, $0.8 million and $3.5 million, respectively. Amortization expense is estimated to be $16.8 million in each of the next five years beginning in 2021.