Goodwill and Other Intangible Assets |
Note 8. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill were as follows:
(in thousands) |
|
Marketing &
Events U.S. Segment |
|
|
Marketing &
Events
International Segment |
|
|
Travel &
Recreation
Group |
|
|
Total |
|
Balance at December 31, 2013 |
|
$ |
62,686 |
|
|
$ |
22,611 |
|
|
$ |
44,246 |
|
|
$ |
129,543 |
|
Acquisition of Blitz |
|
|
— |
|
|
|
13,504 |
|
|
|
— |
|
|
|
13,504 |
|
Acquisition of the West Glacier Properties |
|
|
— |
|
|
|
— |
|
|
|
1,268 |
|
|
|
1,268 |
|
Acquisition of onPeak LLC |
|
|
27,406 |
|
|
|
— |
|
|
|
— |
|
|
|
27,406 |
|
Acquisition of Travel Planners, Inc. |
|
|
20,526 |
|
|
|
— |
|
|
|
— |
|
|
|
20,526 |
|
Acquisition of N200 |
|
|
— |
|
|
|
8,563 |
|
|
|
— |
|
|
|
8,563 |
|
Foreign currency translation adjustments |
|
|
— |
|
|
|
(2,457 |
) |
|
|
(4,156 |
) |
|
|
(6,613 |
) |
Balance at December 31, 2014 |
|
|
110,618 |
|
|
|
42,221 |
|
|
|
41,358 |
|
|
|
194,197 |
|
Purchase price allocation adjustments |
|
|
1,682 |
|
|
|
475 |
|
|
|
— |
|
|
|
2,157 |
|
Foreign currency translation adjustments |
|
|
— |
|
|
|
(3,488 |
) |
|
|
(7,070 |
) |
|
|
(10,558 |
) |
Disposals(1) |
|
|
— |
|
|
|
(573 |
) |
|
|
— |
|
|
|
(573 |
) |
Balance at December 31, 2015 |
|
$ |
112,300 |
|
|
$ |
38,635 |
|
|
$ |
34,288 |
|
|
$ |
185,223 |
|
(1) |
During 2015, the Company partially disposed of certain operations associated with a venue services contract within the Marketing & Events International Segment. Accordingly, goodwill of $0.6 million was included in the carrying amount of those operations, and a loss of $23,000 was recorded in income from continuing operations related to the disposal. |
The following table summarizes goodwill by reporting unit and segment:
|
|
December 31, |
|
(in thousands) |
|
2015 |
|
|
2014 |
|
Marketing & Events Group: |
|
|
|
|
|
|
|
|
Marketing & Events U.S. Segment |
|
$ |
112,300 |
|
|
$ |
110,618 |
|
Marketing & Events International Segment: |
|
|
|
|
|
|
|
|
GES EMEA |
|
|
32,064 |
|
|
|
34,396 |
|
GES Canada |
|
|
6,571 |
|
|
|
7,825 |
|
Total Marketing & Events Group |
|
|
150,935 |
|
|
|
152,839 |
|
Travel & Recreation Group: |
|
|
|
|
|
|
|
|
Brewster |
|
|
29,836 |
|
|
|
36,906 |
|
Alaska Denali Travel |
|
|
3,184 |
|
|
|
3,184 |
|
Glacier Park |
|
|
1,268 |
|
|
|
1,268 |
|
Total Travel & Recreation Group |
|
|
34,288 |
|
|
|
41,358 |
|
Total Goodwill |
|
$ |
185,223 |
|
|
$ |
194,197 |
|
Goodwill is tested for impairment on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value.
For the Marketing & Events U.S. Segment, goodwill is assigned to and tested at the operating segment level. For the Marketing & Events International Segment, goodwill is assigned to and tested based on the segment’s geographical operations (GES EMEA and GES Canada). For the Travel & Recreation Group, impairment testing is performed at the reporting unit level (Brewster, Alaska Denali Travel, and Glacier Park).
As a result of the Company’s most recent impairment analysis performed as of October 31, 2015, the excess of the estimated fair value over the carrying value (expressed as a percentage of the carrying amounts) under step one of the impairment test for each of the Marketing & Events Group’s reporting units in the U.S., GES EMEA, and GES Canada was 146 percent, 132 percent, and 91 percent, respectively. For the Brewster, Alaska Denali Travel, and Glacier Park reporting units, the excess of the estimated fair value over the carrying value was 146 percent, 48 percent, and 10 percent, respectively.
Viad’s accumulated goodwill impairments were $229.7 million for both 2015 and 2014.
Intangible assets consisted of the following as of the respective periods:
|
|
December 31, 2015 |
|
(in thousands) |
|
Gross Carrying
Value |
|
|
Accumulated
Amortization |
|
|
Net Carrying
Value |
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer contracts and relationships |
|
$ |
38,342 |
|
|
$ |
(7,814 |
) |
|
$ |
30,528 |
|
Other |
|
|
4,401 |
|
|
|
(2,067 |
) |
|
|
2,334 |
|
Total amortized intangible assets |
|
|
42,743 |
|
|
|
(9,881 |
) |
|
|
32,862 |
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Business licenses |
|
|
460 |
|
|
|
— |
|
|
|
460 |
|
Total |
|
$ |
43,203 |
|
|
$ |
(9,881 |
) |
|
$ |
33,322 |
|
|
|
December 31, 2014 |
|
(in thousands) |
|
Gross Carrying
Value |
|
|
Accumulated
Amortization |
|
|
Net Carrying
Value |
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer contracts and relationships |
|
$ |
41,624 |
|
|
$ |
(2,961 |
) |
|
$ |
38,663 |
|
Other |
|
|
4,576 |
|
|
|
(732 |
) |
|
|
3,844 |
|
Total amortized intangible assets |
|
|
46,200 |
|
|
|
(3,693 |
) |
|
|
42,507 |
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Business licenses |
|
|
460 |
|
|
|
— |
|
|
|
460 |
|
Total |
|
$ |
46,660 |
|
|
$ |
(3,693 |
) |
|
$ |
42,967 |
|
Intangible asset amortization expense was $7.2 million, $2.7 million, and $1.3 million for 2015, 2014, and 2013, respectively. The weighted-average amortization period of customer contracts and relationships and other amortizable intangible assets is approximately 8.2 years and 3.1 years, respectively. Estimated future amortization expense related to amortized intangible assets is as follows:
(in thousands) |
|
|
|
|
Year ending December 31, |
|
|
|
|
2016 |
|
$ |
6,303 |
|
2017 |
|
|
5,492 |
|
2018 |
|
|
4,536 |
|
2019 |
|
|
4,155 |
|
2020 |
|
|
3,616 |
|
Thereafter |
|
|
8,760 |
|
Total |
|
$ |
32,862 |
|
|