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Acquisition of Businesses
9 Months Ended
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. Goodwill 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.