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Fair Value Measurements and Derivatives (as restated)
12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Derivatives (as restated)

15. Fair Value Measurements and Derivatives (as restated)

Fair Value Measurements

The fair value of outstanding long-term debt as of December 31, 2020 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's long-term debt at December 31, 2020 were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

Estimated Fair Value

 

First lien term loan facility

 

$

202,457

 

 

$

188,560

 

Second lien term loan facility

 

 

25,000

 

 

 

20,950

 

Term credit agreement

 

 

7,000

 

 

 

6,680

 

Total debt

 

$

234,457

 

 

$

216,190

 

 

 

 

 

 

 

 

 

 

The Company’s outstanding long-term debt as of December 31, 2019 was originated in 2019 and bears variable interest rates. As a result, the Company believes that the fair value of long-term debt as of December 31, 2019 approximates its carrying amount.

Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands):

 

 

 

 

 

Fair Value Measurements at December 31, 2020

 

 

Fair Value Measurements at December 31, 2019

 

Description

 

Balance Sheet Location

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (1)

 

Other current assets

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

250

 

 

$

-

 

 

$

250

 

 

$

-

 

Derivative financial instruments (1)

 

Other non-current assets

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

652

 

 

 

-

 

 

 

652

 

 

 

-

 

Total Assets

 

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

902

 

 

$

-

 

 

$

902

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (1)

 

Other current liabilities

 

$

1,796

 

 

 

-

 

 

$

1,796

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Warrant liabilities

 

Warrant liabilities

 

 

110,700

 

 

 

-

 

 

 

110,700

 

 

 

-

 

 

 

53,900

 

 

 

-

 

 

 

53,900

 

 

 

-

 

Derivative financial instruments (1)

 

Other long term liabilities

 

 

3,119

 

 

 

-

 

 

 

3,119

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total Liabilities

 

 

 

$

115,615

 

 

$

-

 

 

$

115,615

 

 

 

 

 

 

$

53,900

 

 

$

-

 

 

$

53,900

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Consists of an interest rate swap.

 

Warrants (as restated)

 

Public and 2020 PIPE Warrants

The fair value of the Public and PIPE Warrants are considered a Level 2 valuation and is determined using the Monte Carlo model. The significant assumptions which the Company used in the model are:

 

 

 

December 31, 2020 (as restated)

 

 

 

Public Warrants

 

 

2020 PIPE Warrants

 

Stock price

 

$

10.14

 

 

$

10.14

 

Strike price

 

$

11.50

 

 

$

5.75

 

Remaining life (in years)

 

 

3.22

 

 

 

4.45

 

Volatility

 

 

54.0

%

 

 

54.0

%

Interest rate

 

 

0.2

%

 

 

0.3

%

Redemption price

 

$

18.00

 

 

$

14.50

 

 

Sponsor Warrants

The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Scholes model. The significant assumptions which the Company used in the model are:

 

 

December 31, 2020 (as restated)

 

Stock price

 

$

10.14

 

Strike price

 

$

11.50

 

Remaining life (in years)

 

 

3.22

 

Volatility

 

 

54.0

%

Interest rate

 

 

0.2

%

Dividend yield

 

 

0.0

%

Derivatives

Successor:

Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.

The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings.

The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position.

In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457% and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facilities and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $174.7 million at the inception of the contract.

The interest rate swap agreement has a maturity date of September 19, 2024. As of December 31, 2020 and 2019, the notional amount is $151.4 million and $173.9 million, respectively. The gain or loss on the derivative is recorded as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company expects to reclassify $1.9 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months.

The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument.

The effect of the interest rate swap contract designated as cash flows hedging instrument on the consolidated financial statements was as follows (in thousands):

 

Derivative

 

Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative

 

 

Location of Gain Reclassified from Accumulated Other Comprehensive Income (Loss) into Income

 

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

March 20, 2019 to December 31, 2019

 

 

 

 

Year Ended December 31, 2020

 

 

March 20, 2019 to December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

$

(7,215

)

 

$

1,109

 

 

Interest expense

 

$

1,398

 

 

$

(207

)

 

Total

 

$

(7,215

)

 

$

1,109

 

 

 

 

$

1,398

 

 

$

(207

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Predecessor:

During for the period from January 1, 2019 to March 19, 2019 and for the year ended December 31, 2018, the Company did not enter into or transact any derivative contracts.

Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis

Valuation of Goodwill and Trade Name

 

(Successor):

 

We recognized goodwill impairment charges of $190 million for the two segment reporting units and an impairment charge of $0.7 million for the trade name during the year ended December 31, 2020. See “Note 5” – “Goodwill and Other Intangible Assets”. The determination of our reporting units' goodwill and trade name fair values includes numerous assumptions that are subject to various risks and uncertainties.

 

We applied the income approach to estimate the fair value of the reporting units. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using the company estimate of the discount rate, or expected return, that a market participant would have required as of the valuation date. Significant assumptions in the income approach, all of which are considered Level 3 inputs, include the estimated future net annual cash flows for each reporting unit and the discount rate. The discount rates utilized to value the Maritime and Destination Resorts reporting units were approximately 14% and 12.5%, respectively, which were determined depending on the risk and uncertainty inherent in the respective reporting unit.

 

The trade name was valued through application of the relief from royalty method and the significant assumptions used in the valuation are considered Level 3 inputs. Under this method, a royalty rate is applied to the revenues associated with the trade name to capture value associated with use of the name as if licensed. The resulting royalty savings are then discounted to present fair value at rates reflective of the risk and return expectations of the interests to derive its fair value as of the impairment testing date.