Acquisition of Businesses (Tables)

9 Months Ended

Sep. 30, 2015

Schedule of recognized identified assets acquired and liabilities assumed

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 nine months ended September 30, 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, $16,000 from intangible assets, $0.2 million from accrued lease obligations, $0.2 million to deferred taxes and $21,000 to 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 September 30, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The allocation of the purchase price was completed as of September 30, 2015.



(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	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	468
Revolving credit facility	488
Accrued dilapidations	417
Total liabilities acquired	5,050
Total fair value of net assets acquired			10,700
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	13,526

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 $0.2 million from intangible assets, $38,000 from deferred taxes and $0.2 million to 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, as of September 30, 2015, the balances in the table below remain unchanged from the balances reflected in the Consolidated Balance Sheets 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 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	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 nine months ended September 30, 2015, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of $0.6 million from intangible assets, $0.4 million from additional purchase price payable upon tax election and $0.1 million from other accrued liabilities. 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 September 30, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheets 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 paid as:
Cash			$	33,674
Additional purchase price paid for tax election			896
Working capital adjustment			(279		)
Cash acquired			(4,204		)
Purchase price, net of cash acquired			30,087

Fair value of net assets acquired:
Accounts receivable, net	$	1,450
Prepaid expenses	120
Property and equipment	93
Intangible assets	14,400
Total assets acquired	16,063
Accounts payable	488
Accrued liabilities	1,557
Customer deposits	4,525
Total liabilities acquired	6,570
Total fair value of net assets acquired			9,493
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	20,594

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 nine months ended September 30, 2015, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of $0.1 million from contingent consideration, $0.5 million to working capital payable, $15,000 from accounts receivable, net, $0.1 million to intangible assets, $0.1 million to accrued liabilities, $20,000 to deferred taxes and $0.3 million to 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 September 30, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheets 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 paid as:
Cash			$	12,068
Working capital adjustment			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	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, assuming the 2014 acquisitions had each been completed on January 1, 2013:



(in thousands, except per share data)	Three Months Ended September 30, 2014		Nine Months Ended September 30, 2014
Revenue	$	308,268	$	884,867
Depreciation and amortization	$	10,204	$	29,228
Income from continuing operations	$	30,172	$	50,104
Net income attributable to Viad	$	28,245	$	59,793
Diluted net income per share	$	1.42	$	2.96
Basic net income per share	$	1.44	$	3.01