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Acquisition of Businesses (Tables) | 9 Months Ended
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Sep. 30, 2015
Business Combinations [Abstract] |
Schedule of recognized identified assets acquired and liabilities assumed | 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 the nine months ended September 30, 2015, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $0.1 million to property and equipment, $16,000 from intangible assets, $0.2 million from accrued lease obligations, $0.2 million to deferred taxes and $21,000 to goodwill. These adjustments did not have a significant impact on the Company’s condensed 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 September 30, 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 |  |  |  | $ | 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 |  | 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 the three months ended March 31, 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 intangible assets, $38,000 from deferred taxes and $0.2 million to goodwill. These adjustments did not have a significant impact on the Company’s condensed 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 September 30, 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 purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts.
(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 |  | 2,450 |  |  |
Other non-current assets |  | 309 |  |  |
Intangible assets |  | 14,100 |  |  |
Total assets acquired |  | 21,507 |  |  |
Accounts payable |  | 738 |  |  |
Accrued liabilities |  | 3,341 |  |  |
Customer deposits |  | 4,225 |  |  |
Deferred tax liability |  | 1,576 |  |  |
Other liabilities |  | 309 |  |  |
Total liabilities acquired |  | 10,189 |  |  |
Total fair value of net assets acquired |  |  |  | 11,318 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 27,568 |
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 the nine months ended September 30, 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 condensed 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 September 30, 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 purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts.
(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, net |  | $ | 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 the nine months ended September 30, 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 payable, $15,000 from accounts receivable, net, $0.1 million to intangible assets, $0.1 million to accrued liabilities, $20,000 to deferred taxes and $0.3 million to goodwill. These adjustments did not have a significant impact on the Company’s condensed 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 September 30, 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 purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts.
(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, net |  | $ | 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 |  | 911 |  |  |
Other liabilities |  | 106 |  |  |
Total liabilities acquired |  | 3,064 |  |  |
Total fair value of net assets acquired |  |  |  | 3,791 |
Excess purchase price over fair value of net assets acquired (“goodwill”) |  |  |  | $ | 8,937 |
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 2014 acquisitions had each been completed on January 1, 2013:
(in thousands, except per share data) |  | Three Months Ended September 30, 2014 |  | Nine Months Ended September 30, 2014
Revenue |  | $ | 308,268 |  |  | $ | 884,867 |
Depreciation and amortization |  | $ | 10,204 |  |  | $ | 29,228 |
Income from continuing operations |  | $ | 30,172 |  |  | $ | 50,104 |
Net income attributable to Viad |  | $ | 28,245 |  |  | $ | 59,793 |
Diluted net income per share |  | $ | 1.42 |  |  | $ | 2.96 |
Basic net income per share |  | $ | 1.44 |  |  | $ | 3.01 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: 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 + Details
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