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Acquisition of Business | 9 Months Ended
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Sep. 30, 2014
Business Combinations [Abstract] |
Acquisition of Businesses | Acquisition of Businesses Blitz On September 16, 2014, the Company acquired Blitz, which has offices in the United Kingdom and is a leading audio-visual staging and creative services provider for the live events industry in the United Kingdom and continental Europe. The purchase price was £15 million (approximately $24.4 million) in cash, subject to certain adjustments. The following table summarizes the preliminary recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date. Due to the recent timing of the acquisition, we have not yet finalized our purchase price allocation.
(in thousands) |  |  |  |
Purchase price |  |  |  | $ | 24,415 |
Cash acquired |  |  |  | (190 | )
Purchase price, net of cash acquired |  |  |  | $ | 24,225 |
Fair value of net assets acquired: |  |  |  |
Accounts receivable, net |  | $ | 264 |  |  |
Inventory |  | 433 |  |  |
Prepaid expenses |  | 410 |  |  |
Property and equipment, net |  | 5,892 |  |  |
Intangible assets |  | 9,636 |  |  |
Total assets acquired |  | 16,635 |  |  |
Accounts payable |  | 1,232 |  |  |
Accrued liabilities |  | 2,246 |  |  |
Customer deposits |  | 199 |  |  |
Deferred tax liability |  | 767 |  |  |
Revolving credit facility |  | 488 |  |  |
Accrued dilapidations |  | 589 |  |  |
Total liabilities acquired |  | 5,521 |  |  |
Total fair value of net assets acquired |  |  |  | 11,114 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 13,111 |
Under the acquisition method of accounting, the preliminary purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired was recorded as goodwill. The goodwill is included in the Marketing & Events International segment and the primary factor that contributed to a purchase price resulting in the recognition of goodwill relates to future growth opportunities when combined with our other businesses. The goodwill is deductible for tax purposes over a period of 15 years. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of Blitz were $0.7 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the Blitz acquisition totaled $9.6 million and consist of customer relationships, non-compete agreements and trade name. The weighted-average amortization period related to the intangible assets is approximately 7 years. The results of operations of Blitz have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During 2014, revenues of $1.9 million and operating income of $0.4 million related to Blitz have been included in Viad’s Condensed Consolidated Statements of Operations. West Glacier On July 1, 2014, the Company acquired West Glacier. The West Glacier Motel & Cabins is a 32-room property situated on approximately 200 acres at the west entrance of Glacier National Park, and its full-service amenities include a restaurant, grocery store, gift shops, a gas station and employee housing. The Apgar Village Lodge is a 48-room property situated on a 3.8 acre private in-holding inside Glacier National Park with overnight accommodations, a gift shop and employee housing. The purchase price was $16.5 million in cash with a working capital adjustment of $0.3 million, subject to certain adjustments. The working capital adjustment relates to the true up of certain current assets and liabilities. The following table summarizes the recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date. Due to the recent timing of the acquisition, these amounts are subject to change within the measurement period as our fair value assessments are finalized.
(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, net |  | 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 |
Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired was recorded as goodwill. The goodwill is included in the Travel & Recreation Group and the primary factor that contributed to the purchase price resulting in the recognition of goodwill relates to future growth opportunities when combined with our other businesses. The goodwill is deductible for tax purposes over a period of 15 years. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of West Glacier were $0.2 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the West Glacier acquisition totaled $0.2 million and consist primarily of favorable lease contracts. The weighted-average amortization period related to the definite lived intangible assets is 3.6 years. The results of operations of West Glacier have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During 2014, revenues of $4.5 million and operating income of $2.0 million related to West Glacier have been included in Viad’s Condensed Consolidated Statements of Operations. Supplementary pro forma financial information The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming that the acquisitions above had each been completed on January 1, 2013:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
(in thousands, except per share data) |  | 2014 |  | 2013 |  | 2014 |  | 2013
Revenue |  | $ | 302,362 |  |  | $ | 228,080 |  |  | $ | 856,462 |  |  | $ | 771,241 |
Depreciation and amortization |  | 8,794 |  |  | 8,328 |  |  | 24,969 |  |  | 24,468 |
Income from continuing operations |  | 31,003 |  |  | 8,787 |  |  | 47,427 |  |  | 22,562 |
Net income attributable to Viad |  | 29,075 |  |  | 11,294 |  |  | 57,119 |  |  | 24,743 |
Diluted net income per share |  | 1.45 |  |  | 0.56 |  |  | 2.82 |  |  | 1.22 |
Basic net income per share |  | 1.45 |  |  | 0.56 |  |  | 2.82 |  |  | 1.22 |
Pro forma net income for the three and nine months ended September 30, 2014 was adjusted to exclude transaction costs associated with the acquisition of Blitz and West, which were $0.7 million and $0.2 million, respectively. These costs were included in the pro forma net income for the nine months ended September 30, 2013. In February 2013, Viad acquired the assets of Resource Creative Limited (“RCL”) for $0.6 million in cash. 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 purchase price is subject to certain adjustments, plus a deferred payment of up to approximately £0.2 million, which is contingent upon RCL’s achievement of certain net revenue targets between the acquisition date and December 31, 2014. RCL exceeded the first net revenue target for the period ended December 31, 2013 and, consequently, a deferred payment installment in the amount of $0.2 million (£0.1 million) was paid in March 2014.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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