Acquisition of Businesses

12 Months Ended

Dec. 31, 2012

Acquisition of Businesses [Abstract]

Acquisition of Businesses

Note 3. Acquisition of Businesses

On March 7, 2012, Viad acquired the Banff International Hotel and related assets for $23.6 million in cash. The Banff International Hotel is a 162-guest room hotel located in downtown Banff, Alberta, Canada and is operated by Brewster within the Travel & Recreation Group. The following information represents the final amounts assigned to the assets and liabilities of the Banff International Hotel as of the date of acquisition:

	(in thousands)
Cash and cash equivalents	$	10
Accounts receivable		23
Other current assets		33
Property and equipment		20,408
Goodwill		1,890
Other intangible assets		1,323
Total assets acquired		23,687
Customer deposits		(64	)
Other current liabilities		(67	)
Total liabilities acquired		(131	)
Purchase price	$	23,556

The Company recorded $1.9 million of goodwill in connection with the transaction, which is included in the Travel & Recreation Group. The primary factor that contributed to a purchase price resulting in the recognition of goodwill relates to future growth opportunities. The goodwill is partially deductible for tax purposes pursuant to regulations in Canada. The amount assigned to other intangible assets of $1.3 million relates to an operating contract and customer relationships. The weighted-average amortization period related to the other intangible assets was 7.7 years. Included in the “Property and equipment” caption above are certain leasehold interests of $7.9 million for which the Company is considered to have perpetual use rights of the land related to the Banff International Hotel. These land interests are not subject to amortization. The transaction costs related to the acquisition were insignificant. The results of operations of the Banff International Hotel have been included in Viad’s consolidated financial statements from the date of acquisition.

On September 16, 2011, Viad acquired the Denali Backcountry Lodge and Denali Cabins for $15.3 million in cash. Denali Backcountry Lodge is a 42-guest room lodge located within Denali National Park and Preserve in Alaska and Denali Cabins consist of 46 guest cabins near the entrance to Denali National Park and Preserve. These properties are operated by Alaska Denali Travel within the Travel & Recreation Group. The Company recorded $3.2 million of goodwill in connection with the transaction. The amount assigned to other intangible assets of $626,000 relates to customer relationships.

On June 29, 2011, Viad acquired St. Mary Lodge & Resort (“St. Mary”) for $15.3 million in cash. St. Mary is a 115-guest room hotel located outside of Glacier National Park’s east entrance and is operated by Glacier Park within the Travel & Recreation Group. The Company recorded $3.1 million of goodwill in connection with the transaction. The amount assigned to other intangible assets of $60,000 relates to a non-amortized business license.

On January 5, 2011, Viad acquired Grouse Mountain Lodge for $10.5 million in cash. Grouse Mountain Lodge is located in Whitefish, Montana and is operated by Glacier Park within the Travel & Recreation Group. The Company recorded $1.3 million of goodwill in connection with the transaction. The amount assigned to other intangible assets of $400,000 relates to a non-amortized business license.

The following information represents the aggregate amounts assigned to the assets and liabilities of the acquisitions that occurred during 2011:

	(in thousands)
Cash and cash equivalents	$	30
Other current assets		870
Property and equipment		32,905
Goodwill		7,645
Other intangible assets		1,086
Total assets acquired		42,536
Customer deposits		(821	)
Other current liabilities		(198	)
Other long-term liabilities		(382	)
Total liabilities acquired		(1,401	)
Purchase price	$	41,135

The primary factor that contributed to the recognition of goodwill for the 2011 acquisitions relates to future growth opportunities. The acquired goodwill is included in the Travel & Recreation Group and is deductible for tax purposes over a period of 15 years. The transaction costs related to the acquisitions were insignificant. The results of operations of the acquisitions have been included in Viad’s consolidated financial statements from the date of each acquisition.

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming that the acquisitions had each been completed at the beginning of each year:

	2012		2011
	(in thousands, except per share data)
Revenue	$	1,025,681	$	954,766
Depreciation and amortization		30,935		30,619
Segment operating income		41,831		28,186
Income from continuing operations		5,251		10,379
Net income attributable to Viad		5,875		10,830
Diluted net income per share		0.29		0.53
Basic net income per share		0.29		0.53