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Acquisition of Businesses | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
Acquisition of Businesses | Note 4. Acquisition of Businesses 2019 Acquisitions Belton Chalet On May 16, 2019, we acquired the Belton Chalet in Glacier National Park for total cash consideration of $3.2 million. Transaction costs associated with the acquisition were $0.3 million, which are included in “Cost of services” in the Condensed Consolidated Statements of Operations. These assets have been included in the consolidated financial statements from the date of acquisition. Mountain Park Lodges On June 8, 2019, we acquired a 60% equity interest in Mountain Park Lodges’ group of seven hotels and an undeveloped land parcel located in Jasper National Park for total consideration of $100.6 million Canadian dollars (approximately $76 million U.S. dollars). The seven Mountain Park Lodges properties include: Sawridge Inn and Conference Centre (152 guest rooms); Pyramid Lake Resort (62 guest rooms); The Crimson Hotel (99 guest rooms); Chateau Jasper (119 guest rooms); Pocahontas Cabins (57 guest rooms); Marmot Lodge (107 guest rooms); and Lobstick Lodge (139 guest rooms). As the majority owner of these properties, we consolidate 100% of the results of operations in our consolidated financial statements and record the 40% owners’ share of the income or loss attributable to non-redeemable noncontrolling interest. The following table summarizes the preliminary recording of the fair value allocation of the assets acquired and liabilities assumed as of the date of acquisition. During the three months ended September 30, 2019, we made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation. The purchase price allocation is not yet final and is subject to change within the measurement period (up to one year from the acquisition date) as the valuation of property and equipment, intangible assets, and working capital is finalized.
(in thousands) |  |  |  |  |  |  |  |
Purchase price paid as: |  |  |  |  |  |  |  |
Cash |  |  |  |  |  | $ | 70,975 |
Cash - Additional purchase price paid for tax liability |  |  |  |  |  |  | 4,862 |
Net working capital adjustment |  |  |  |  |  |  | 18 |
Consideration transferred |  |  |  |  |  |  | 75,855 |
Right to manage |  |  |  |  |  |  | (1,276 | )
Purchase price, net |  |  |  |  |  |  | 74,579 |
Fair value of net assets acquired: |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 333 |  |  |  |  |
Inventories |  |  | 152 |  |  |  |  |
Prepaid expenses |  |  | 276 |  |  |  |  |
Property and equipment |  |  | 101,840 |  |  |  |  |
Intangible assets |  |  | 21,982 |  |  |  |  |
Total assets acquired |  |  | 124,583 |  |  |  |  |
Accounts payable |  |  | 329 |  |  |  |  |
Advanced deposits payable |  |  | 400 |  |  |  |  |
Deferred tax liability |  |  | 11,463 |  |  |  |  |
Other liabilities |  |  | 16 |  |  |  |  |
Total liabilities assumed |  |  | 12,208 |  |  |  |  |
Noncontrolling interest equity |  |  | 49,719 |  |  |  |  |
Total fair value of net assets acquired |  |  |  |  |  |  | 62,656 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  |  |  | $ | 11,923 |
Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair value. The excess purchase price over the fair value of net assets acquired was recorded as “Goodwill.” Goodwill is included in the Pursuit business group. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to future growth opportunities when combined with our other businesses. G oodwill is not deductible for tax purposes. The estimated values of current assets and liabilities were based upon their historical costs on the acquisition date due to their short-term nature. Transaction costs associated with the Mountain Park Lodges were $0.8 million in 2019 and $0.1 million in 2018, which are included in “Corporate activities” in the Condensed Consolidated Statements of Operations. We included these assets and results of operations in the consolidated financial statements from the date of acquisition. During the nine months ended September 30, 2019, revenue related to the Mountain Park Lodges was $15.1 million and operating income was $7.1 million. Identifiable intangible assets acquired in the Mountain Park Lodges acquisition were $22.0 million and consist primarily of in-place leases, customer relationships, and trade names. The weighted average amortization period related to the intangible assets is approximately 27.6 years. Pursuit – Geothermal Lagoon Attraction On July 25, 2019, we announced plans for a new geothermal lagoon attraction that will be located on an oceanfront lot just outside downtown Reykjavik, Iceland. We acquired a 51% controlling interest in the new geothermal lagoon attraction for $13.2 million, which we will operate in partnership with Geothermal Lagoon ehf., the Icelandic entity that owns the lagoon assets. Due to the recent timing of the acquisition, the purchase price allocation is not yet final and is subject to change within the measurement period (up to one year from the acquisition date). We expect to open our new attraction in 2021. Supplementary pro forma financial information The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the Mountain Park Lodges acquisition had been completed on January 1, 2018:
|  | Three Months Ended |  |  | Nine Months Ended |
(in thousands, except per share data) |  | September 30, 2019 |  |  | September 30, 2018 |  |  | September 30, 2019 |  |  | September 30, 2018 |
Revenue |  | $ | 362,488 |  |  | $ | 370,025 |  |  | $ | 1,058,622 |  |  | $ | 1,022,463 |
Depreciation and amortization |  | $ | 16,347 |  |  | $ | 17,529 |  |  | $ | 46,695 |  |  | $ | 48,455 |
Income (loss) from continuing operations |  | $ | 34,607 |  |  | $ | 42,500 |  |  | $ | 28,709 |  |  | $ | 53,651 |
Net income (loss) attributable to Viad |  | $ | 31,416 |  |  | $ | 39,549 |  |  | $ | 26,765 |  |  | $ | 52,334 |
Diluted income (loss) per share |  | $ | 1.53 |  |  | $ | 1.94 |  |  | $ | 1.29 |  |  | $ | 2.55 |
Basic income (loss) per share |  | $ | 1.53 |  |  | $ | 1.94 |  |  | $ | 1.29 |  |  | $ | 2.56 |
2018 Acquisition Maligne Canyon Restaurant In March 2018, we acquired the Maligne Canyon Restaurant and Gift Shop for total cash consideration of $6.0 million Canadian dollars (approximately $4.6 million U.S. dollars). Transaction costs associated with the acquisition were $24 thousand in 2018, which are included in “Cost of services” in the Condensed Consolidated Statements of Operations. These assets have been included in the consolidated financial statements from the date of acquisition. The Maligne Canyon Restaurant has been renovated and rebranded as the Maligne Canyon Wilderness Kitchen.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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