XML 29 R17.htm IDEA: XBRL DOCUMENT
v3.20.2

Goodwill and Other Intangible Assets | 9 Months Ended
--- | ---
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract] |
Goodwill and Other Intangible Assets | Note 9. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are as follows:
(in thousands) |  | GES North America |  |  | GES EMEA |  |  | Pursuit |  |  | Total |
Balance at December 31, 2019 |  | $ | 155,276 |  |  | $ | 30,829 |  |  | $ | 101,878 |  |  | $ | 287,983 |
Goodwill impairment |  |  | (155,276 | ) |  |  | (29,042 | ) |  |  | (1,757 | ) |  |  | (186,075 | )
Foreign currency translation adjustments |  |  | — |  |  |  | (1,787 | ) |  |  | (3,190 | ) |  |  | (4,977 | )
Balance at September 30, 2020 |  | $ | — |  |  | $ | — |  |  | $ | 96,931 |  |  | $ | 96,931 |
Goodwill is tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. We use a discounted expected future cash flow methodology (income approach) in order to estimate the fair value of our reporting units for purposes of goodwill impairment testing. In early March 2020, as a result of COVID-19 concerns, we began to see event postponements and cancellations at GES, as well as cancelled bookings at Pursuit. This quickly escalated into the shut-down of event activity and tourism as government mandated closures and stay-at-home orders went more broadly into effect around the world. As demand halted, we essentially placed our businesses into a state of hibernation to preserve cash. As government mandated closures and stay-at-home orders started to be lifted, we began to restart our business with enhanced health and safety protocols in place. We phased in most of Pursuit’s attractions and lodging operations starting in May and continuing into July. However, exhibition and event activity remain largely closed. For GES, we believe that as governments continue to lift restrictions, events in certain geographies will gradually increase. During the three months ended March 31, 2020, we determined that an interim triggering event had occurred due to the deteriorating macroeconomic environment, disruptions to our operations, and the sustained decline in our stock price caused by COVID-19. As such, we performed an interim evaluation of goodwill as of March 31, 2020. As a result, we recorded non-cash goodwill impairment charges of $41.9 million associated with GES U.S., $29.0 million associated with GES EMEA, and $1.8 million associated with Pursuit’s Glacier Park Collection. We recorded an income tax benefit of $12.4 million during the three months ended March 31, 2020 related to these goodwill impairment charges. This income tax benefit was reversed during the second quarter of 2020 due to the recording of a valuation allowance. Refer to Note 16 – Income Taxes. During the three months ended June 30, 2020, GES continued to experience event postponements and cancellations and we experienced further declines in our stock price. There had also been an increased spread of the COVID-19 virus throughout the United States, which resulted in further closures and government orders that we believed had increased the uncertainty regarding when the live event industry would re-commence and how long it would take to get back to similar pre-COVID-19 business levels. The uncertainty regarding the duration of the current domestic and global economic conditions and whether further deterioration in the macroeconomic environment would continue as a result of the COVID-19 pandemic was factored into our second quarter goodwill impairment analysis. As a result, we recorded a full impairment charge to the remaining GES goodwill balance of $113.1 million during the three months ended June 30, 2020. Our remaining goodwill balance as of September 30, 2020 of $96.9 million pertains to our Pursuit business. During the three months ended September 30, 2020, the travel and hospitality industry continued to be negatively impacted by the COVID-19 pandemic. Although Pursuit’s reporting units continued to operate at a loss due to travel restrictions, as there were no significant changes to our outlook for the future years and the risk profile of the reporting units had not changed, we did not record any additional impairment charges during the third quarter. Additionally, we experienced a slight increase in our stock price during the three months ended September 30, 2020. Given the evolving, uncertain nature of COVID-19, and the uncertain government and consumer reactions, the estimates and assumptions regarding expected future cash flows, discount rates, and terminal values used in our goodwill impairment analysis require considerable judgment and are based on our current estimates of market conditions, financial forecasts, and industry trends. These estimates, however, have inherent uncertainties and different assumptions could lead to materially different results including additional impairment charges in the future. Other intangible assets consisted of the following:
|  |  |  | September 30, 2020 |  |  | December 31, 2019 |
(in thousands) |  | Useful Life (Years) |  | Gross Carrying Value |  |  | Accumulated Amortization |  |  | Net Carrying Value |  |  | Gross Carrying Value |  |  | Accumulated Amortization |  |  | Net Carrying Value |
Intangible assets subject to amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer contracts and relationships |  | 6.4 |  | $ | 40,006 |  |  | $ | (27,381 | ) |  | $ | 12,625 |  |  | $ | 72,219 |  |  | $ | (40,866 | ) |  | $ | 31,353 |
Operating contracts and licenses |  | 36.8 |  |  | 39,156 |  |  |  | (2,258 | ) |  |  | 36,898 |  |  |  | 43,329 |  |  |  | (1,881 | ) |  |  | 41,448 |
In-place lease |  | 13.8 |  |  | 14,670 |  |  |  | (532 | ) |  |  | 14,138 |  |  |  | 15,044 |  |  |  | (231 | ) |  |  | 14,813 |
Tradenames |  | 5.5 |  |  | 5,687 |  |  |  | (2,155 | ) |  |  | 3,532 |  |  |  | 9,423 |  |  |  | (4,338 | ) |  |  | 5,085 |
Non-compete agreements |  | 1.3 |  |  | 736 |  |  |  | (552 | ) |  |  | 184 |  |  |  | 2,077 |  |  |  | (1,775 | ) |  |  | 302 |
Other |  | 7.4 |  |  | 783 |  |  |  | (90 | ) |  |  | 693 |  |  |  | 802 |  |  |  | (66 | ) |  |  | 736 |
Total amortized intangible assets |  |  |  |  | 101,038 |  |  |  | (32,968 | ) |  |  | 68,070 |  |  |  | 142,894 |  |  |  | (49,157 | ) |  |  | 93,737 |
Indefinite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Business licenses |  |  |  |  | 568 |  |  |  | — |  |  |  | 568 |  |  |  | 571 |  |  |  | — |  |  |  | 571 |
Other intangible assets |  |  |  | $ | 101,606 |  |  | $ | (32,968 | ) |  | $ | 68,638 |  |  | $ | 143,465 |  |  | $ | (49,157 | ) |  | $ | 94,308 |
Intangible asset amortization expense was $1.5 million for the three months ended September 30, 2020 and $5.2 million for the nine months ended September 30, 2020. Intangible asset amortization expense was $2.9 million for the three months ended September 30, 2019 and $8.2 million for the nine months ended September 30, 2019. We recorded an impairment charge to intangible assets of $15.7 million during the nine months ended September 30, 2020 related to our U.S. audio-visual production business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve. At September 30, 2020, the estimated future amortization expense related to intangible assets subject to amortization is as follows:
(in thousands) |  |  |  |
Year ending December 31, |  |  |  |
Remainder of 2020 |  | $ | 1,278 |
2021 |  |  | 5,089 |
2022 |  |  | 4,968 |
2023 |  |  | 4,322 |
2024 |  |  | 3,383 |
Thereafter |  |  | 49,030 |
Total |  | $ | 68,070 |

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration