Acquisition of Businesses (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of recognized identified assets acquired and liabilities assumed

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 2016, the Company made a purchase accounting measurement period adjustment of approximately $240,000 to other liabilities based on refinements to assumptions used in the preliminary valuation. The allocation of the purchase price was completed as of December 31, 2016.

(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
Other liabilities		240
Total liabilities assumed		255
Total fair value of net assets acquired				13,370
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	1,592

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 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, $105,000 to accounts payable, and $16,000 from accrued liabilities. The allocation of the purchase price was completed as of December 31, 2016.

(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 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 2016, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $628,000 from working capital receivable, $170,000 from accounts receivable, $14,000 from inventories, $102,000 from prepaid expenses, $650,000 to intangible assets, $113,000 to accounts payable, and $92,000 to accrued liabilities. The allocation of the purchase price was completed as of December 31, 2016.

(in thousands)
Purchase price paid as:
Cash			$	87,000
Working capital adjustment				344
Contingent consideration				540
Purchase price				87,884

Fair value of net assets acquired:
Accounts receivable	$	4,643
Inventories		256
Prepaid expenses		872
Property and equipment		14,827
Intangible assets		33,990
Total assets acquired		54,588
Accounts payable		992
Accrued liabilities		564
Customer deposits		851
Other liabilities		274
Total liabilities assumed		2,681
Total fair value of net assets acquired				51,907
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	35,977

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 property and equipment and intangible assets is finalized.

(in thousands)
Purchase price paid as:
Cash			$	50,920
Cash acquired				(6	)
Purchase price, net of cash acquired				50,914

Fair value of net assets acquired:
Inventories	$	11
Prepaid expenses		37
Property and equipment		10,867
Intangible assets		6,028
Total assets acquired		16,943
Accrued liabilities		118
Total liabilities acquired		118
Total fair value of net assets acquired				16,825
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	34,089

The following table summarizes the final 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 acquisitions. 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, 2015.

	West Glacier Properties		Blitz			onPeak LLC			Travel Planners, Inc.			N200
(in thousands)
Purchase price paid as:
Cash	$	16,544	$	24,416		$	42,950		$	33,674		$	12,068
Additional purchase price paid for tax election		—		—			—			896			—
Working capital adjustment		—		—			—			(279	)		458
Working capital adjustment payable		320		—			—			—			—
Contingent consideration		—		—			—			—			1,145
Cash acquired		—		(190	)		(4,064	)		(4,204	)		(943	)
Total purchase price		16,864		24,226			38,886			30,087			12,728

Fair value of net assets acquired:
Accounts receivable		—		264			4,008			1,450			1,732
Prepaid expenses		24		410			640			120			115
Inventories		1,374		433			—			—			46
Property and equipment		14,510		5,951			2,450			93			1,280
Intangible assets		189		8,692			14,100			14,400			3,682
Other non-current assets		—		—			129			—			—
Total assets acquired		16,097		15,750			21,327			16,063			6,855
Accounts payable		—		1,232			738			488			421
Accrued liabilities		35		2,246			3,341			1,557			1,057
Customer deposits		402		199			4,225			4,525			569
Deferred tax liability		—		468			3,028			—			986
Revolving credit facility		—		488			—			—			—
Accrued dilapidations		—		417			—			—			—
Other liabilities		64		—			129			—			106
Total liabilities acquired		501		5,050			11,461			6,570			3,139
Total fair value of net assets acquired		15,596		10,700			9,866			9,493			3,716
Excess purchase price over fair value of net assets acquired (“goodwill”)	$	1,268	$	13,526		$	29,020		$	20,594		$	9,012

Schedule of Purchase Price Allocated to Intangible Assets Acquired

Following are the details of the purchase price allocated to the intangible assets acquired for the 2014 Acquisitions:

(in thousands, except weighted average life)	West Glacier Properties		Blitz		onPeak LLC		Travel Planners, Inc.		N200
Customer relationships	$	—	$	6,808	$	13,800	$	13,500	$	3,309
Non-compete agreements		—		1,413		—		—		124
Trade name		—		471		300		300		125
Favorable lease contracts		189		—		—		600		124
Fair value of intangible assets acquired	$	189	$	8,692	$	14,100	$	14,400	$	3,682
Weighted average life	3.5 years		6.9 years		9.9 years		9.8 years		7.4 years

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 2016 acquisitions had each been completed on January 1, 2015:

	Year Ended December 31,
(in thousands, except per share data)	2016		2015
Revenue	$	1,250,290	$	1,183,656
Depreciation and amortization	$	52,074	$	52,631
Income from continuing operations	$	43,727	$	27,881
Net income attributable to Viad	$	42,517	$	27,045
Diluted income per share ⁽¹⁾	$	2.10	$	1.35
Basic income per share	$	2.10	$	1.35

⁽¹⁾Diluted income per share amount cannot exceed basic income per share.