Acquisition of Businesses (Tables)

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed

The following table summarizes the purchase price and opening balance sheet for the West Glacier Properties acquisition as of the acquisition date:

(in thousands)
Purchase price paid as:
Cash			$	16,544
Working capital adjustment payable				320
Total purchase price				16,864
Fair value of net assets acquired:
Prepaid expenses	$	24
Inventory		1,374
Property and equipment		14,510
Intangible assets		189
Total assets acquired		16,097
Accrued liabilities		35
Customer deposits		402
Other liabilities		64
Total liabilities acquired		501
Total fair value of net assets acquired				15,596
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	1,268

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 2015, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $49,000 to property and equipment, $16,000 from intangible assets, $0.2 million from accrued lease obligations, $0.2 million to deferred taxes and $22,000 to goodwill. These adjustments did not have a significant impact on the Company’s 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 December 31, 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 paid as:
Cash			$	24,416
Cash acquired				(190	)
Purchase price, net of cash acquired				24,226
Fair value of net assets acquired:
Accounts receivable	$	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 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 other non-current assets, $0.2 million from intangible assets, $1.4 million to deferred taxes, $0.2 million from other liabilities, and $1.6 million to goodwill. These adjustments did not have a significant impact on the Company’s 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 December 31, 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 allocation of the purchase price was completed as of December 31, 2015.

(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	$	4,008
Prepaid expenses		640
Property and equipment		2,450
Other non-current assets		129
Intangible assets		14,100
Total assets acquired		21,327
Accounts payable		738
Accrued liabilities		3,341
Customer deposits		4,225
Deferred tax liability		3,028
Other liabilities		129
Total liabilities acquired		11,461
Total fair value of net assets acquired				9,866
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	29,020

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 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 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 December 31, 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 December 31, 2015.

(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	$	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 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 adjustment, $15,000 from accounts receivable, $0.1 million to intangible assets, $0.1 million to accrued liabilities, $0.1 million to deferred taxes and $0.4 million to goodwill. These adjustments did not have a significant impact on the Company’s 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 December 31, 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 December 31, 2015.

(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	$	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		986
Other liabilities		106
Total liabilities acquired		3,139
Total fair value of net assets acquired				3,716
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	9,012

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 above acquisitions had each been completed on January 1, 2013: 

	Year Ended December 31,
(in thousands, except per share data)	2014		2013
Revenue	$	1,109,629	$	1,015,275
Depreciation and amortization	$	38,014	$	38,981
Income from continuing operations	$	44,636	$	15,317
Net income attributable to Viad	$	55,833	$	17,510
Diluted net income per share	$	2.77	$	0.86
Basic net income per share	$	2.77	$	0.86