Acquisition of Businesses (Tables)

3 Months Ended

Mar. 31, 2015

Schedule of recognized identified assets acquired and liabilities assumed



(in thousands)
Purchase price paid as:
Cash			$	33,674
Additional purchase price payable upon tax election			1,300
Working capital adjustment			(279		)
Cash acquired			(4,204		)
Purchase price, net of cash acquired			30,491

Fair value of net assets acquired:
Accounts receivable, net	$	1,450
Prepaid expenses	120
Property and equipment, net	93
Intangible assets	14,400
Total assets acquired	16,063
Accounts payable	488
Accrued liabilities	1,557
Customer deposits	4,525
Other liabilities	128
Total liabilities acquired	6,698
Total fair value of net assets acquired			9,365
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	21,126



(in thousands)
Purchase price paid as:
Cash			$	42,950
Cash acquired			(4,064		)
Purchase price, net of cash acquired			38,886

Fair value of net assets acquired:
Accounts receivable, net	$	4,008
Prepaid expenses	640
Property and equipment, net	2,450
Other non-current assets	309
Intangible assets	14,100
Total assets acquired	21,507
Accounts payable	738
Accrued liabilities	3,341
Customer deposits	4,225
Deferred tax liability	1,576
Other liabilities	309
Total liabilities acquired	10,189
Total fair value of net assets acquired			11,318
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	27,568

The following table summarizes the updated allocation of the aggregate purchase price paid and amounts of assets acquired and liabilities assumed based upon the estimated fair value at the date of acquisition. During the three months ended March 31, 2015, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $0.1 million to property and equipment, net, $16,000 from intangible assets, $0.2 million to accrued lease obligations, $41,000 from deferred taxes and $0.2 million from goodwill. These adjustments did not have a significant impact on the Company’s condensed consolidated statements of operations, balance sheet, or cash flows for all periods presented, and therefore, were not retrospectively adjusted in the 2014 financial statements. Other than the line items mentioned previously, the balances in the table below as of March 31, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheet in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts.



(in thousands)
Purchase price			$	24,416
Cash acquired			(190		)
Purchase price, net of cash acquired			24,226

Fair value of net assets acquired:
Accounts receivable, net	$	264
Inventory	433
Prepaid expenses	410
Property and equipment, net	5,951
Intangible assets	8,692
Total assets acquired	15,750
Accounts payable	1,232
Accrued liabilities	2,246
Customer deposits	199
Deferred tax liability	282
Revolving credit facility	488
Accrued dilapidations	417
Total liabilities acquired	4,864
Total fair value of net assets acquired			10,886
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	13,340



(in thousands)
Purchase price paid as:
Cash			$	12,068
Working capital payable			458
Contingent consideration			1,145
Cash acquired			(943		)
Purchase price, net of cash acquired			12,728

Fair value of net assets acquired:
Accounts receivable, net	$	1,732
Inventory	46
Prepaid expenses	115
Property and equipment, net	1,280
Intangible assets	3,682
Total assets acquired	6,855
Accounts payable	421
Accrued liabilities	1,057
Customer deposits	569
Deferred tax liability	911
Other liabilities	106
Total liabilities acquired	3,064
Total fair value of net assets acquired			3,791
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	8,937

Unaudited pro forma results of operations attributable to Viad

The following table summarizes the unaudited pro forma results of operations attributable to Viad as of March 31, 2014, assuming that the acquisitions above had each been completed on January 1, 2013:



(in thousands, except per share data)	2014
Revenue	$	300,851
Depreciation and amortization	$	9,358
Income from continuing operations	$	9,415
Net income attributable to Viad	$	22,297
Diluted net income per share	$	1.10
Basic net income per share	$	1.10