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Acquisition of Businesses | 9 Months Ended
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Sep. 30, 2016
Business Combinations [Abstract] |
Acquisition of Businesses | Note 3. Acquisition of Businesses Maligne Lake Tours On January 4, 2016, the Company acquired the assets and operations of Maligne Tours Ltd. (“Maligne Lake Tours”), which provides interpretive boat tours and related services at Maligne Lake, the largest lake in Jasper National Park. The purchase price was $20.9 million Canadian dollars (approximately $15.0 million U.S. dollars) in cash, subject to certain adjustments. 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 |
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 the fair value of net assets acquired was recorded as goodwill. 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 the Company’s other businesses. Goodwill is expected to be deductible for tax purposes pursuant to Canadian tax regulations. 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 Maligne Lake Tours were $0.1 million in 2016 and $0.2 million in 2015, and are included in corporate activities in Viad’s condensed consolidated statements of operations. Identified intangible assets acquired in the Maligne Lake Tours acquisition totaled $9.2 million and consist of operating licenses, customer relationships, and trade name. The weighted-average amortization period related to the intangible assets is 26.7 years, largely attributable to operating licenses amortized over the remaining Parks Canada lease of 29 years. The results of operations of Maligne Lake Tours have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended September 30, 2016, revenue and operating income related to Maligne Lake Tours were $4.7 million and $2.4 million, respectively. During the nine months ended September 30, 2016, revenue and operating income related to Maligne Lake Tours were $6.3 million and $2.3 million, respectively. CATC On March 11, 2016, the Company acquired 100 percent of the equity interest in CATC, the operator of an Alaskan tourism business that includes a marine sightseeing tour business, three lodges, and a package tour business. The purchase price was $45.0 million in cash, subject to certain adjustments. 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”) |  |  |  |  |  | $ | — |
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 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 CATC were $0.1 million in 2016 and $0.6 million in 2015 and are included in corporate activities in Viad’s condensed consolidated statements of operations. Identified intangible assets acquired in the CATC acquisition totaled $1.0 million and consist of customer relationships and trade names. The weighted-average amortization period related to the intangible assets is 5.8 years. The results of operations of CATC have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended September 30, 2016, revenue and operating income related to CATC were $18.7 million and $8.0 million, respectively. During the nine months ended September 30, 2016, revenue and operating income related to CATC were $28.1 million and $8.9 million, respectively. ON Services On August 11, 2016, the Company acquired the assets and operations of ON Event Services, LLC (“ON Services”), a leading provider of audio-visual production services for live events in the United States. The aggregate purchase price was up to $92.5 million in cash, subject to certain adjustments, which includes an earnout payment (the “Earnout”) of up to $5.5 million. The fair value of the Earnout was valued on the date of acquisition and will be remeasured quarterly based on a probability weighted assessment that the financial performance targets of ON Services may be achieved for 2016. As of the transaction date, the fair value of the Earnout was estimated to be $540,000. Refer to Note 12 – Fair Value Measurements for the estimated fair value of the Earnout as of September 30, 2016. 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 |
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 the fair value of net assets acquired was recorded as goodwill. Goodwill is included in the Marketing & Events Group and the primary factor that contributed to the purchase price resulting in the recognition of goodwill primarily relates to future growth opportunities when combined with the Company’s other businesses. Goodwill is expected to be deductible for tax purposes over 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 ON Services were $0.8 million in 2016 and were included in corporate activities in Viad’s condensed consolidated statement of operations. Identified intangible assets acquired in the ON Services acquisition totaled $33.3 million and consist of customer relationships, trade names, and non-compete agreements. The weighted-average amortization period related to the intangible assets is 10.4 years. The results of operations of ON Services have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended September 30, 2016, revenue and operating income related to ON Services were $7.8 million and $0.5 million, respectively. Supplementary pro forma financial information 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 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 5 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1497-128463 Reference 2: 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=65885119&loc=d3e1490-128463 Reference 3: 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=65885119&loc=d3e1392-128463 Reference 4: 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 5: 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=65885119&loc=d3e1486-128463 Reference 6: 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 7: 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 Reference 8: 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=65885119&loc=d3e1524-128463 Reference 9: 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 10: 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=73530397&loc=d3e4922-128472 Reference 11: 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=73530397&loc=d3e4934-128472 Reference 12: 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=73530397&loc=d3e4926-128472 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4A -URI http://asc.fasb.org/extlink&oid=73530397&loc=SL65897772-128472 Reference 14: 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=65885119&loc=d3e1383-128463 Reference 15: 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 + Details
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