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Acquisitions
6 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Acquisitions

Note 4. Acquisitions

2022 Acquisition

Glacier Raft Company

On April 6, 2022, we acquired the Glacier Raft Company, which provides guided river rafting trips operating in Pursuit’s West Glacier, Montana operations. The Glacier Raft Company also owns 13 log cabins, a lodge, and a wedding venue located on 50 acres with views into Glacier National Park. The purchase price was $26.5 million in cash, subject to certain adjustments. This acquisition was funded via cash on hand of approximately $11.5 million and borrowings under our revolving credit facility of $15.0 million.

The following table summarizes the preliminary allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition. Due to the recent timing of the acquisition, the purchase price allocation is not yet finalized and is subject to change within the measurement period (up to one year from the acquisition date).

(in thousands)

 

 

 

Purchase price paid as:

 

 

 

Cash

 

$

26,507

 

Working capital adjustment

 

 

(961

)

Purchase price adjustment

 

 

125

 

Cash acquired

 

 

(177

)

Purchase price, net of cash acquired

 

 

25,494

 

 

 

 

 

Fair value of net assets acquired:

 

 

 

Inventory

 

 

370

 

Prepaid expenses and other

 

 

57

 

Property and equipment

 

 

6,487

 

Intangible assets

 

 

3,400

 

Total assets acquired

 

 

10,314

 

Customer deposits

 

 

1,575

 

Other current liabilities

 

 

32

 

Total liabilities assumed

 

 

1,607

 

Total fair value of net assets acquired

 

 

8,707

 

Excess purchase price over fair value of net assets acquired (“goodwill”)

 

$

16,787

 

Under the acquisition method of accounting, the purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired was recorded as “Goodwill.” Goodwill is included in the Pursuit reportable segment. 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 deductible for tax purposes. We included these assets in the Condensed Consolidated Balance Sheets from the date of acquisition.

Following are details of the purchase price allocated to the intangible assets acquired for the Glacier Raft Company:

(in thousands)

 

Amount

 

 

Weighted Average Life

Customer relationships

 

$

1,800

 

 

12 years

Operating licenses

 

 

1,300

 

 

17 years

Trade name

 

 

300

 

 

8 years

Total

 

$

3,400

 

 

13.6 years

 

Transaction costs associated with the acquisition were $0.1 million during 2022, which are included in “Costs of services” in the Condensed Consolidated Statements of Operations.

2021 Acquisition

Golden Skybridge

On March 18, 2021, we acquired a 60% controlling interest in the Golden Skybridge attraction for total cash consideration of $15 million Canadian dollars (approximately $12 million U.S. dollars), of which $6 million Canadian dollars (approximately $4.8 million U.S. dollars) were primarily used to fund additional experiences. The Golden Skybridge opened in June 2021.

The fair value of net assets acquired as of the acquisition date included $2.2 million U.S. dollars in property and equipment and $6.8 million U.S. dollars in noncontrolling interest. Under the acquisition method of accounting, the purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired of $11.8 million U.S. dollars was recorded as “Goodwill.” Goodwill is included in the Pursuit reportable segment. 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. We included these assets in the Condensed Consolidated Balance Sheets from the date of acquisition.

Transaction costs associated with the acquisition were $0.4 million U.S. dollars during 2021, which are included in “Costs of services” in the Condensed Consolidated Statements of Operations.