8. 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, 2025 and 2024:

Good Sam

Services and

RV and

($ in thousands)

  ​ ​ ​

Plans

  ​ ​ ​

Outdoor Retail

  ​ ​ ​

Consolidated

Balance at December 31, 2023 (excluding impairment charges)

$

71,118

$

881,941

$

953,059

Accumulated impairment charges

(46,884)

(194,953)

(241,837)

Balance at December 31, 2023

24,234

686,988

711,222

Acquisitions

1,561

30,140

31,701

Divestiture (1)

(8,900)

(8,900)

Balance at December 31, 2024

25,795

708,228

734,023

Acquisitions

18,712

18,712

Divestiture (1)

(3,414)

(3,414)

Balance at December 31, 2025

$

25,795

$

723,526

$

749,321

(1)See Note 6 ― Assets Held for Sale and Business Divestiture.

In the fourth quarter of 2025 and 2024, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, GSS Enterprises and Good Sam RA and Tire Rescue reporting units by performing a quantitative analysis. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show, Good Sam Media, GSS Enterprise, and the Good Sam RA and Tire Rescue reporting units are comprised of a portion of the Good Sam Services and Plans segment. As of December 31, 2025 and 2024, the Good Sam RA and Tire Rescue reporting unit had allocated goodwill of $1.6 million and this reporting unit had a negative carrying value as of the date of these annual goodwill impairment tests. 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, 2025 and 2024.

The RV and Outdoor Retail reporting unit’s fair value exceeded its carrying value by 11% and the remaining reporting units’ fair values exceeded their carrying values by a significant amount. 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. Of the key assumptions to the determination of fair value for the RV and Outdoor Retail reporting unit, (i) revenue and EBITDA projections, (ii) discount rate, and (iii) market multiples of comparable public companies are subject to the most uncertainty and it is reasonably possible that changes in the estimates underlying those, or other, assumptions could negatively impact the fair value of the RV and Outdoor Retail reporting unit and result in an impairment of goodwill in the near term.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following:

December 31, 2025

Carrying

Accumulated

Useful Life

($ in thousands)

  ​ ​

Value

  ​ ​ ​

Amortization

  ​ ​ ​

Net

  ​ ​ ​

(in years)

Good Sam Services and Plans:

Membership, customer lists and other

$

9,194

$

(9,140)

$

54

4.0

Trademarks and trade names

2,132

(521)

1,611

15.0

Websites and developed technology

3,650

(2,169)

1,481

6.7

RV and Outdoor Retail:

Customer lists, domain names and other

4,154

(3,152)

1,002

5.1

Supplier lists and agreements

9,500

(1,484)

8,016

11.0

Trademarks and trade names

26,526

(23,345)

3,181

10.7

Websites and developed technology

6,151

(5,672)

479

10.1

$

61,307

$

(45,483)

$

15,824

10.2

December 31, 2024

Carrying

Accumulated

Useful Life

($ in thousands)

  ​ ​ ​

Value

  ​ ​ ​

Amortization

  ​ ​ ​

Net

  ​ ​ ​

(in years)

Good Sam Services and Plans:

Membership, customer lists and other

$

9,740

$

(9,537)

$

203

5.3

Trademarks and trade names

2,132

(379)

1,753

15.0

Websites and developed technology

3,650

(1,614)

2,036

6.7

RV and Outdoor Retail:

Customer lists and domain names

4,154

(2,752)

1,402

5.5

Supplier lists and agreements

9,500

(594)

8,906

11.0

Trademarks and trade names

26,526

(22,005)

4,521

15.0

Websites and developed technology

6,348

(5,700)

648

10.1

$

62,050

$

(42,581)

$

19,469

11.6

Amortization expense related to finite-lived intangibles for the years ended December 31, 2025, 2024, and 2023 was $3.6 million, $3.6 million and $3.8 million, respectively. The aggregate future five-year amortization of finite-lived intangibles as of December 31, 2025, was as follows:

As of

($ in thousands)

December 31, 2025

2026

  ​ ​ ​

$

3,519

2027

3,479

2028

1,950

2029

1,175

2030

1,086

Thereafter

4,615

$

15,824

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 28, 2025
2023Feb 26, 2024
2022Feb 23, 2023
2021Feb 24, 2022
2020Feb 26, 2021
2019Feb 28, 2020
2018Mar 15, 2019
2017Mar 13, 2018
2016Mar 13, 2017

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.