Acquisition of Businesses (Tables)

9 Months Ended

Sep. 30, 2016

Schedule of recognized identified assets acquired and liabilities assumed

The following table summarizes the allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of accrued liabilities, property and equipment, and intangible assets.

(in thousands)
Purchase price paid as:
Cash			$	14,962

Fair value of net assets acquired:
Inventories	$	246
Prepaid expenses		2
Property and equipment		4,133
Intangible assets		9,244
Total assets acquired		13,625
Customer deposits		15
Total liabilities assumed		15
Total fair value of net assets acquired				13,610
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	1,352

The following table summarizes the updated allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. During the nine months ended September 30, 2016, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $89,000 from working capital receivable, $0.1 million to accounts payable, and $16,000 from accrued liabilities. All other balances in the following table remain unchanged. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment, and intangible assets.

(in thousands)
Purchase price paid as:
Cash			$	45,000
Working capital				(35	)
Cash acquired				(2,196	)
Purchase price, net of cash acquired				42,769

Fair value of net assets acquired:
Accounts receivable	$	8
Inventories		921
Prepaid expenses		82
Property and equipment		43,470
Intangible assets		980
Total assets acquired		45,461
Accounts payable		306
Accrued liabilities		434
Customer deposits		1,952
Total liabilities assumed		2,692
Total fair value of net assets acquired				42,769
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	—

The following table summarizes the preliminary recording of the fair value of the assets acquired and liabilities assumed as of the acquisition date. Due to the recent timing of the acquisition, the purchase price allocation is not yet finalized and is subject to change within the measurement period (up to one year from the acquisition date) as the assessment of contingent consideration, property and equipment, intangible assets, and working capital is finalized.

(in thousands)
Purchase price paid as:
Cash			$	87,000
Working capital adjustment				972
Contingent consideration				540
Purchase price				88,512

Fair value of net assets acquired:
Accounts receivable	$	4,813
Inventories		270
Prepaid expenses		974
Property and equipment		14,827
Intangible assets		33,340
Total assets acquired		54,224
Accounts payable		879
Accrued liabilities		472
Customer deposits		851
Other liabilities		274
Total liabilities assumed		2,476
Total fair value of net assets acquired				51,748
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	36,764

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, 2015:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except per share data)	2016		2015		2016		2015
Revenue	$	387,751	$	290,205	$	985,482	$	911,762
Depreciation and amortization	$	13,885	$	14,001	$	37,776	$	38,591
Income from continuing operations	$	34,794	$	12,852	$	47,148	$	31,589
Net income attributable to Viad	$	33,581	$	12,001	$	45,612	$	30,841
Diluted income per share ⁽¹⁾	$	1.65	$	0.60	$	2.25	$	1.54
Basic income per share	$	1.65	$	0.60	$	2.25	$	1.54

⁽¹⁾Diluted income per share amount cannot exceed basic income per share.