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Acquisition of Businesses
 3 Months Ended
Mar. 31, 2013
Acquisition of Businesses [Abstract]  
Acquisition of Businesses

Note 3. Acquisition of Businesses

On February 19, 2013, Viad acquired the assets of Resource Creative Limited (“RCL”) for $647,000 in cash, subject to certain adjustments, plus a deferred payment of up to approximately $278,000, which is contingent upon RCL’s performance. RCL is a United Kingdom-based company specializing in providing creative graphic services to the exhibition, events and retail markets throughout the United Kingdom and continental Europe.

The preliminary amounts assigned to the assets of RCL as of the acquisition date included: property and equipment of $72,000, goodwill of $158,000 and other intangible assets of $695,000. In addition, a liability of $278,000 was recorded as of the acquisition date related to the contingent consideration. The primary factor that contributed to a purchase price resulting in the recognition of goodwill relates to future growth opportunities. The goodwill is deductible for tax purposes over a period of 15 years. The amounts assigned to other intangible assets included: $564,000 of customer relationships and $131,000 of noncompete agreements. The weighted-average amortization period related to the other intangible assets was 4.5 years. The transaction costs related to the acquisition were insignificant. The results of operations of RCL have been included in Viad’s consolidated financial statements from the date of acquisition.

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 goodwill recorded in connection with the transaction 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 deductible for tax purposes pursuant to regulations in Canada. The amount assigned to other intangible assets relates to an operating contract and customer relationships. The weighted-average amortization period related to the other intangible assets was 7.7 years. 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.

The following table summarizes the unaudited pro forma results of operations attributable to Viad for the three months ended March 31 assuming that the acquisitions above had each been completed at the beginning of each period:

 

                 
    2013     2012  
    (in thousands, except per share data)  

Revenue

   $ 285,410     $ 269,439  

Depreciation and amortization

     7,056       7,229  

Segment operating income

     12,841       5,389  

Net income attributable to Viad

     8,074       938  

Diluted net income per share

     0.40       0.05  

Basic net income per share

     0.40       0.05