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Acquisition of Businesses (Tables) | 9 Months Ended
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Sep. 30, 2016
Business Combinations [Abstract] |
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.

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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=65885119&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=73530397&loc=d3e4845-128472 + Details
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