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Acquisition of Businesses | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Acquisition of Businesses | Acquisition of Businesses West Glacier Properties On July 1, 2014, the Company acquired the West Glacier Properties. 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 accommodations. 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 accommodations. The purchase price was $16.5 million in cash plus 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. These amounts are subject to change within the measurement period as our working capital adjustments 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 the West Glacier Properties were $0.2 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the the West Glacier Properties 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 3.5 years. The results of operations of the West Glacier Properties have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During 2014, revenues of $4.6 million and operating income of $1.5 million related to the West Glacier Properties have been included in Viad’s Condensed Consolidated Statements of Operations. 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. These amounts are subject to change within the measurement period as assessment of intangible assets and certain tax amounts are finalized.
(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, net |  | $ | 264 |  |  |
Inventory |  | 433 |  |  |
Prepaid expenses |  | 410 |  |  |
Property and equipment, net |  | 5,902 |  |  |
Intangible assets |  | 8,708 |  |  |
Total assets acquired |  | 15,717 |  |  |
Accounts payable |  | 1,232 |  |  |
Accrued liabilities |  | 2,246 |  |  |
Customer deposits |  | 199 |  |  |
Deferred tax liability |  | 241 |  |  |
Revolving credit facility |  | 488 |  |  |
Accrued dilapidations |  | 589 |  |  |
Total liabilities acquired |  | 4,995 |  |  |
Total fair value of net assets acquired |  |  |  | 10,722 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 13,504 |
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 $0.8 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the Blitz acquisition totaled $8.7 million and consist of customer relationships, non-compete agreements and trade name. The weighted-average amortization period related to the intangible assets is approximately 6.9 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 $10.1 million and operating income of $0.4 million related to Blitz have been included in Viad’s Condensed Consolidated Statements of Operations. onPeak LLC On October 7, 2014, the Company acquired onPeak LLC for a purchase price of $43.0 million in cash, subject to certain adjustments. Of the initial purchase price, $4.1 million was deposited at closing into escrow to secure post-closing purchase price adjustments, resolution of certain tax matters and other indemnity claims. onPeak LLC provides event accommodations services in North America to the live events industry. 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. These amounts are subject to change within the measurement period as assessment of intangible assets and certain tax amounts are finalized.
(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, net |  | $ | 4,008 |  |  |
Prepaid expenses |  | 640 |  |  |
Property and equipment, net |  | 2,450 |  |  |
Other non-current assets |  | 309 |  |  |
Intangible assets |  | 14,300 |  |  |
Total assets acquired |  | 21,707 |  |  |
Accounts payable |  | 738 |  |  |
Accrued liabilities |  | 3,341 |  |  |
Customer deposits |  | 4,225 |  |  |
Deferred tax liability |  | 1,614 |  |  |
Other liabilities |  | 309 |  |  |
Total liabilities acquired |  | 10,227 |  |  |
Total fair value of net assets acquired |  |  |  | 11,480 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 27,406 |
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 Marketing & Events U.S. 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. Goodwill of $9.3 million is expected to be 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 onPeak were $0.5 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the onPeak acquisition totaled $14.3 million and consist primarily of customer relationships and trade name. The weighted-average amortization period related to the definite lived intangible assets is 9.9 years. The results of operations of onPeak have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During 2014, revenues of $2.7 million and an operating loss of $0.7 million related to onPeak have been included in Viad’s Condensed Consolidated Statements of Operations. Travel Planners, Inc. On October 7, 2014, the Company acquired Travel Planners, Inc. for a purchase price of $33.7 million in cash less a working capital adjustment of $0.3 million, subject to certain adjustments. Of the purchase price, $8.8 million was deposited at closing into escrow to secure post-closing purchase price adjustments, resolution of certain tax matters and other indemnity claims. An additional estimated amount of $1.3 million would be payable to Travel Planners, Inc. upon election by the Company to treat the purchase as an asset acquisition for tax purposes. The Company assumes the acquisition will be treated as an asset acquisition for tax purposes, but has not yet finalized determination of the election. Travel Planners, Inc. provides event accommodations services in North America to the live events industry. 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. These amounts are subject to change within the measurement period as assessment of intangible assets and certain tax amounts are finalized.
(in thousands) |  |  |  |
Purchase price paid as: |  |  |  |
Cash |  |  |  | $ | 33,674 |
Additional purchase price payable upon tax election |  |  |  | 1,300 |
Working capital receivable |  |  |  | (279 | )
Cash acquired |  |  |  | (4,204 | )
Purchase price, net of cash acquired |  |  |  | $ | 30,491 |
Fair value of net assets acquired: |  |  |  |
Accounts receivable, net |  | $ | 1,450 |  |  |
Prepaid expenses |  | 120 |  |  |
Property and equipment, net |  | 93 |  |  |
Intangible assets |  | 15,000 |  |  |
Total assets acquired |  | 16,663 |  |  |
Accounts payable |  | 488 |  |  |
Accrued liabilities |  | 1,557 |  |  |
Customer deposits |  | 4,525 |  |  |
Other liabilities |  | 128 |  |  |
Total liabilities acquired |  | 6,698 |  |  |
Total fair value of net assets acquired |  |  |  | 9,965 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 20,526 |
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 Marketing & Events U.S. 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 Travel Planners, Inc. were $0.5 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the Travel Planners, Inc. acquisition totaled $15.0 million and consist primarily of customer relationships, favorable lease contracts and trade name. The weighted-average amortization period related to the definite lived intangible assets is 10.1 years. The results of operations of Travel Planners, Inc. have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During 2014, revenues of $3.4 million and operating income of $0.5 million related to Travel Planners, Inc. have been included in Viad’s Condensed Consolidated Statements of Operations. N200 On November 24, 2014, the Company acquired N200 Limited and affiliates (collectively, “N200”) for €9.7 million (approximately $12.1 million) in cash, subject to certain adjustments, plus an earnout payment (the “Earnout”) of up to €1.0 million. The amount of the Earnout is based on N200’s achievement of established financial targets for fiscal 2015 (ending June 30). Such contingent payment, if any, will be paid during the third quarter of 2015. N200, which has offices in the United Kingdom and the Netherlands, is a leading event registration and data intelligence services provider for the live events industry in the United Kingdom and the Netherlands. 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. These amounts are subject to change within the measurement period as assessment of intangible assets, contingent consideration, working capital and certain tax amounts are finalized.
(in thousands) |  |  |  |
Purchase price paid as: |  |  |  |
Cash |  |  |  | $ | 12,068 |
Contingent consideration |  |  |  | 1,244 |
Cash acquired |  |  |  | (943 | )
Purchase price, net of cash acquired |  |  |  | $ | 12,369 |
Fair value of net assets acquired: |  |  |  |
Accounts receivable, net |  | $ | 1,747 |  |  |
Inventory |  | 46 |  |  |
Prepaid expenses |  | 115 |  |  |
Property and equipment, net |  | 1,280 |  |  |
Intangible assets |  | 3,595 |  |  |
Total assets acquired |  | 6,783 |  |  |
Accounts payable |  | 421 |  |  |
Accrued liabilities |  | 990 |  |  |
Customer deposits |  | 569 |  |  |
Deferred tax liability |  | 891 |  |  |
Other liabilities |  | 106 |  |  |
Total liabilities acquired |  | 2,977 |  |  |
Total fair value of net assets acquired |  |  |  | 3,806 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 8,563 |
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 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 N200 were $1.0 million and are included in corporate activities in Viad’s Condensed Consolidated Statements of Operations. Identified intangible assets acquired in the N200 acquisition totaled $3.6 million and consist primarily of customer relationships. The weighted-average amortization period related to the definite lived intangible assets is 7.6 years. The results of operations of N200 have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During 2014, revenues of $0.4 million and an operating loss of $0.2 million related to N200 have been included in Viad’s Condensed Consolidated Statements of Operations. Resource Creative Limited 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 was subject to certain adjustments, plus a deferred payment of up to approximately £0.2 million, which was contingent upon RCL’s achievement of certain net revenue targets between the acquisition date and December 31, 2014. RCL exceeded the net revenue targets for the period ended December 31, 2014 and 2013 and, consequently, deferred payment installments in the amount of $0.1 million (£0.1 million) and $0.2 million (£0.1 million), respectively, were paid in January 2015 and March 2014, respectively. 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:
(in thousands, except per share data) |  | 2014 |  | 2013
Revenue |  | $ | 1,109,629 |  |  | $ | 1,015,275 |
Depreciation and amortization |  | 38,452 |  |  | 38,981 |
Income from continuing operations |  | 44,360 |  |  | 15,317 |
Net income attributable to Viad |  | 55,557 |  |  | 17,510 |
Diluted net income per share |  | 2.76 |  |  | 0.86 |
Basic net income per share |  | 2.76 |  |  | 0.86 |
Pro forma net income for the year ended December 31, 2014 was adjusted to exclude transaction costs associated with the acquisitions of Blitz, West, onPeak, Travel Planners and N200, which totaled $3.0 million. These costs were included in the pro forma net income for the year ended December 31, 2013.

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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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