Investments and advances to equity method investments | 4. Investments and advances to equity method investments The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting. The Company’s joint ventures are as follows: i) Falcon’s Creative Group As of July 27, 2023, FCG was deconsolidated and accounted for as an equity method investment in the Company’s unaudited condensed consolidated financial statements. As of July 27, 2023, the Company recorded the investment in FCG at fair value, which was determined to be $39.1 million. As described in Note 1, the LLCA contains contractual provisions regarding the distribution of FCG’s income or loss. Pursuant to these provisions, QIC is entitled to a redemption amount of the initial $30.0 million investment plus a 9% annual compounding preferred return. Refer to the footnote to the “Company’s Share of gain or (loss) from equity method” table below for further discussion on how the income and loss are shared between the Company and QIC. ii) PDP PDP is an unconsolidated joint venture with Meliá Hotels International, S.A. (“Meliá Group”) for the development and operation of hotel resorts and theme parks. The Company has 50% voting rights and shares 50% of profits and losses in this joint venture. PDP operates a hotel resort and theme park located in Mallorca, Spain and a hotel located at Tenerife in the Canary Islands. iii) Sierra Parima Sierra Parima is an equity method investment with Meliá Group focused on the development and operation of hotel resorts and theme parks. The Company has 50% voting rights and shares 50% of profits and losses in this joint venture. Sierra Parima had one theme park in Punta Cana in the Dominican Republic, the Katmandu Park DR. The Company has concluded that Sierra Parima is a variable interest entity (“VIE”), that the Company does not have the power to direct the activities that most significantly impact the economic performance of Sierra Parima, as such decisions are taken by the unanimous consent of the representatives of the joint venture partners. The Company, therefore, does not consolidate Sierra Parima and accounts for the investment as an equity method investment. Full Impairment of Investment in Sierra Parima Katmandu Park DR completed construction and opened to visitors in early 2023. Although various operational challenges encountered upon opening were resolved, Katmandu Park DR visitor levels were below management’s expectations. Melia and the Company jointly decided to wind down operations and are evaluating avenues for potential liquidation or sale of the property. On March 7, 2024, Katmandu Park DR was closed to visitors. As of December 31, 2023, the Company’s equity investment in Sierra Parima was deemed to be other-than-temporarily impaired. The Company estimated the fair value of its investment in Sierra Parima utilizing a discounted cash flow analysis and supported by a market multiples approach. The impairment is the result of management’s estimates and assumptions regarding the likelihood of certain outcomes related to various liquidation and sale scenarios and pending legal matters, the timing of which remains uncertain. These estimates were determined primarily using significant unobservable inputs (Level 3). The estimates that the Company makes with respect to its equity method investment are based upon assumptions that management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. Based on the estimated sale or liquidation proceeds from Sierra Parima, and Sierra Parima’s outstanding debts remaining to be settled, the fair value of the Company’s investment in Sierra Parima was determined to be zero iv) Karnival On November 2, 2021, the Company entered into a joint venture agreement to acquire a 50% interest in Karnival, a joint venture established with Raging Power Limited, a subsidiary of New World Development Company Limited (“Raging Power”). The purpose of the joint venture is to hold ownership interests in entities developing and operating amusement centers located in the People’s Republic of China. The first location is currently under development in Hong Kong. The Company has concluded that Karnival is a VIE, that the Company does not have the power to direct the activities that most significantly impact the economic performance of Karnival, as such decisions are taken by the unanimous consent of the representatives of the joint venture partners. The Company, therefore, does not consolidate Karnival and accounts for the investment as an equity method investment. The Company and its joint venture partners are committed to funding non-interest-bearing advances of $9 million (HKD 69.7 million) each, over a three-year period. As of September 30, 2024, the Company had funded $6.6 million (HKD 51 million). These advances are repayable to the joint venture partners based on a percentage of gross revenues from operations commencing from the first year of operations. The advances provided to Karnival are accounted for as investments and classified within Investments and advances to unconsolidated joint ventures equity method investments. There are no other liquidity arrangements, guarantees or other financial commitments between the Company and Karnival. Therefore, the Company’s maximum risk of financial loss is the investment balance and remaining unfunded capital commitment of $2.4 million (HKD 18.7 million) as of September 30, 2024. Investments and advances to equity method investments as of September 30, 2024, and December 31, 2023, consisted of the following: As of September 30, December 31, FCG $ 30,793 $ 30,930 PDP 26,040 22,870 Karnival 7,082 6,843 $ 63,915 $ 60,643 The Company’s Share of gain or (loss) from equity method investments for the three and nine months ended September 30, 2024, and 2023 comprised of: For the three months ended For the nine months ended 2024 2023 2024 2023 FCG (1) $ (1,658 ) $ (1,598 ) $ (137 ) $ (1,598 ) PDP 1,619 1,527 2,810 1,902 Sierra Parima — (1,616 ) — (4,254 ) Karnival 77 132 239 260 $ 38 $ (1,555 ) $ 2,912 $ (3,690 ) (1) The share of loss from the Company’s equity method investment in FCG is subsequent to FCG’s deconsolidation on July 27, 2023. The Company recognized 100% of net income (loss), less 9% preferred return to QIC and amortization of the basis difference of deconsolidation of FCG. For the three months ended September 30, 2024, the Company recognized $ ( ( The following tables provide summarized balance sheet information for the Company’s equity method investments: As of September 30, 2024 FCG PDP Karnival Current assets $ 28,446 $ 17,414 $ 16,598 Non-current assets 28,993 85,937 2,424 Current liabilities 11,924 19,151 17,956 Non-current liabilities 6,213 32,121 - As of December 31, 2023 FCG PDP Sierra Karnival Current assets $ 12,575 $ 8,283 $ 2,697 $ 16,030 Non-current assets 19,730 87,280 18,714 1,805 Current liabilities 7,375 14,048 62,070 (17,250 ) Non-current liabilities 1,801 35,777 9,973 — The following tables provide summarized related party balances of FCG, Sierra Parima and PDP: As of September 30, 2024 FCG PDP Assets $ 5,297 $ 2,568 Liabilities 51 2,560 As of December 31, 2023 PDP FCG Sierra Parima Assets $ 2,288 $ 7,503 $ 2,230 Liabilities 1,685 3,384 57,438 Assets comprise primarily of accounts receivable and other current assets. Liabilities comprise primarily of accounts payable and accrued expenses and other current liabilities. The following tables provide summarized statements of operations for the Company’s equity method investments: For the three months ended September 30 2024 2023 FCG PDP FCG (1) PDP Sierra Parima Total revenues $ 13,155 $ 17,837 $ 3,270 $ 15,830 $ 792 Income (loss) from operations 89 5,710 (1,045 ) 4,648 (2,808 ) Net income (loss) (111 ) 3,240 (1,044 ) 3,055 (2,825 ) For the nine months ended September 30 2024 2023 FCG PDP FCG (1) PDP Sierra Parima Total revenues $ 43,801 $ 36,588 $ 3,270 $ 32,600 $ 2,017 Income (loss) from operations 3,933 8,635 (1,045 ) 5,986 (8,031 ) Net income (loss) 4,173 5,508 (1,044 ) 3,805 (8,098 ) (1) The summarized results of FCG disclosed above are subsequent to FCG’s deconsolidation on July 27, 2023. The results of operations for Karnival for the three and nine months ended September 30, 2024, and 2023 were not material for the periods presented and, as such, not included in the tables above. As of December 31, 2023, the equity investment in Sierra Parima was deemed to be other-than-temporarily impaired, and therefore, not included in the table above. The following table provides FCG, PDP and Sierra Parima’s summarized related party activity for the three months ended September 30, 2024, and 2023: For the three months ended September 30 2024 2023 FCG PDP FCG PDP Sierra Parima Total revenues $ 13,001 $ 52 $ 2,675 $ 247 $ 461 Total expenses 3,237 2,082 1,602 1,656 877 The following table provides FCG, PDP and Sierra Parima’s summarized related party activity for the nine months ended September 30, 2024, and 2023: For the nine months ended September 30 2024 2023 FCG PDP FCG PDP Sierra Parima Total revenues $ 43,300 $ 85 $ 2,675 $ 260 $ 1,551 Total expenses $ 5,068 4,107 1,602 3,438 4,733 (1) The summarized results of FCG disclosed above are subsequent to FCG’s deconsolidation on July 27, 2023. |