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Note 16 - Asset Acquisition | 6 Months Ended
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Jun. 30, 2020
Notes to Financial Statements |
Asset Acquisition [Text Block] | Note 16 . Asset Acquisition New Castle Country Club property On May 13, 2019, Havana Cigar Shop, Inc., a wholly owned subsidiary of Avalon, entered into an asset Purchase and Sale Agreement with New Castle Country Club (“the Club”) for the purchase of the real property assets associated with the Club. Havana Cigar Shop, Inc. concurrently entered into an Assignment and Assumption and Commercial Loan Modification Agreement with Mercer County State Bank for the outstanding debt under the Club's Commercial Mortgage and Demand Line of Credit, as amended, (collectively the “Agreements”) at closing as consideration for the purchase of the real property of the Club. The total amount of outstanding debt under the Agreements assumed by Havana Cigar Shop, Inc., at closing was approximately $0.8 million which consisted of approximately $0.1 million under the Demand Line of Credit and $0.7 million under the Commercial Mortgage agreement. The outstanding balance under the Commercial Demand Line of Credit was repaid in the second quarter of 2019 and in the fourth quarter of 2019 the Commercial Demand Line of Credit was terminated. The remaining outstanding balance under the Commercial Mortgage was refinanced and terminated in conjunction with the New Term Loan Agreement (See Note 9 ). Subsequent to the asset Purchase and Sale Agreement, Havana Cigar Shop, Inc. was named The Avalon Field Club at New Castle. The Avalon Field Club at New Castle is currently in operation. The operating results are included in the Company's Condensed Consolidated Statements of Operations and within Avalon's golf and related operations segment from the date of acquisition. The net operating revenues and results of operations related to The Avalon Field Club at New Castle from the period of acquisition are not significant and, accordingly, are not provided. The acquisition is consistent with the Company's golf operations business strategy as members of the Avalon Golf and Country Club have access to all the golf and related country club activities offered by The Avalon Field Club at New Castle. In addition, hotel guests at The Grand Resort can utilize the facility during their stay. The Avalon Field Club at New Castle earns revenue through membership dues, food, beverage and merchandise sales, greens fees and associated cart rentals. The Company accounted for the acquisition of The Avalon Field Club at New Castle in accordance with ASU 2017 - 01, Business Combinations (“ASU 2017 - 01” ). In accordance with ASU 2017 - 01, the Company evaluated whether to account for the transaction as either a business or asset acquisition. The Company determined that all of the fair value of the gross assets acquired was concentrated in the real property. In accordance with the guidance, assets that are attached to each other, such as land and a building residing on the land which cannot be physically removed and used separately from each other without incurring significant cost are considered to be a single identifiable asset. In accordance with ASU 2017 - 01, the Company accounted for the transaction as an asset acquisition as all of the value of the gross assets acquired resides in that single asset. The Company capitalized approximately $67,000 of transaction costs as a component of the cost of the real property assets acquired in accordance with ASU 2017 - 01. The Avalon Field Club also assumed the remaining term of the Club's golf cart operating lease. At acquisition the Company recorded an operating lease right-of-use asset and corresponding obligation under operating leases of approximately $126,000 . The golf cart operating lease had a remaining lease term of 3 years at the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the transaction date (in thousands):
Assets acquired: |  |  |  |
Building and land |  | $ | 854 |
Operating lease right-of-use assets |  |  | 126 |
Prepaid real estate taxes |  |  | 23 |
Total assets acquired: |  |  | 1,003 |
Liabilities assumed: |  |  |  |
Commercial mortgage |  |  | 653 |
Demand line of credit |  |  | 134 |
Obligations under operating leases |  |  | 126 |
Total liabilities assumed |  |  | 913 |
Total consideration |  | $ | 90 |

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