Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VIAD CORP | |
Entity Central Index Key | 884219 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,055,616 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $57,853 | $56,990 |
Accounts receivable, net of allowance for doubtful accounts of $1,680 and $1,258, respectively | 99,334 | 78,121 |
Inventories | 35,551 | 32,401 |
Deferred income taxes | 26,045 | 22,943 |
Other current assets | 22,000 | 17,440 |
Total current assets | 240,783 | 207,895 |
Property and equipment, net | 190,539 | 199,571 |
Other investments and assets | 40,551 | 40,674 |
Deferred income taxes | 30,753 | 29,639 |
Goodwill | 188,638 | 194,197 |
Other intangible assets, net | 39,747 | 42,967 |
Total Assets | 731,011 | 714,943 |
Current liabilities | ||
Accounts payable | 81,299 | 61,789 |
Customer deposits | 53,262 | 32,720 |
Accrued compensation | 17,543 | 20,736 |
Other current liabilities | 34,806 | 27,787 |
Current portion of debt and capital lease obligations | 29,361 | 27,856 |
Total current liabilities | 216,271 | 170,888 |
Long-term debt and capital lease obligations | 108,419 | 113,164 |
Pension and postretirement benefits | 33,527 | 33,427 |
Other deferred items and liabilities | 49,280 | 49,762 |
Total liabilities | 407,497 | 367,241 |
Commitments and contingencies | ||
Viad stockholders’ equity: | ||
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued | 37,402 | 37,402 |
Additional capital | 578,353 | 582,066 |
Retained deficit | -40,486 | -36,427 |
Unearned employee benefits and other | 24 | 23 |
Accumulated other comprehensive income (loss): | ||
Unrealized gain on investments | 631 | 471 |
Cumulative foreign currency translation adjustments | -5,164 | 12,416 |
Unrecognized net actuarial loss and prior service credit, net | -13,394 | -13,476 |
Common stock in treasury, at cost, 4,904,495 and 4,842,621 shares, respectively | -246,103 | -247,088 |
Total Viad stockholders’ equity | 311,263 | 335,387 |
Noncontrolling interest | 12,251 | 12,315 |
Total stockholders’ equity | 323,514 | 347,702 |
Total Liabilities and Stockholders’ Equity | $731,011 | $714,943 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $1,680 | $1,258 |
Common stock, par value | $1.50 | $1.50 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 24,934,981 | 24,934,981 |
Treasury stock, shares | 4,904,495 | 4,842,621 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Exhibition and event services | $213,252 | $231,783 |
Exhibits and environments | 43,676 | 46,040 |
Travel and recreation services | 7,468 | 7,818 |
Total revenue | 264,396 | 285,641 |
Costs and expenses: | ||
Costs of services | 225,261 | 229,582 |
Costs of products sold | 40,260 | 42,698 |
Corporate activities | 2,810 | 2,039 |
Interest income | -63 | -65 |
Interest expense | 1,151 | 298 |
Restructuring charges | 216 | 211 |
Total costs and expenses | 269,635 | 274,763 |
Income (loss) from continuing operations before income taxes | -5,239 | 10,878 |
Income tax expense (benefit) | -3,267 | 1,697 |
Income (loss) from continuing operations | -1,972 | 9,181 |
Income (loss) from discontinued operations | -148 | 15,238 |
Net income (loss) | -2,120 | 24,419 |
Net (income) loss attributable to noncontrolling interest | 64 | -2,537 |
Net income attributable to Viad | -2,056 | 21,882 |
Diluted income (loss) per common share: | ||
Income from continuing operations attributable to Viad common stockholders (USD per share) | ($0.10) | $0.46 |
Income from discontinued operations attributable to Viad common stockholders (USD per share) | $0 | $0.62 |
Net income attributable to Viad common stockholders (USD per share) | ($0.10) | $1.08 |
Weighted-average outstanding and potentially dilutive common shares | 19,736 | 20,330 |
Basic income (loss) per common share: | ||
Income from continuing operations attributable to Viad common stockholders (USD per share) | ($0.10) | $0.46 |
Income from discontinued operations attributable to Viad common stockholders (USD per share) | $0 | $0.62 |
Net income attributable to Viad common stockholders (USD per share) | ($0.10) | $1.08 |
Weighted-average outstanding common shares | 19,736 | 19,949 |
Dividends declared per common share | $0.10 | $1.60 |
Amounts attributable to Viad common stockholders | ||
Income (loss) from continuing operations | -1,908 | 9,312 |
Income (loss) from discontinued operations | -148 | 12,570 |
Net income attributable to Viad | ($2,056) | $21,882 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | ($2,120) | $24,419 | ||
Other comprehensive income (loss): | ||||
Unrealized gains on investments, net of tax(1) | 159 | [1] | 9 | [1] |
Unrealized foreign currency translation adjustments, net of tax(1) | -17,579 | [1] | -6,733 | [1] |
Amortization of net actuarial gain, net of tax(1) | 168 | [1] | 128 | [1] |
Amortization of prior service credit, net of tax(1) | -86 | [1] | -92 | [1] |
Comprehensive income (loss) | -19,458 | 17,731 | ||
Comprehensive (income) loss attributable to noncontrolling interest | 64 | -2,537 | ||
Comprehensive income (loss) attributable to Viad | ($19,394) | $15,194 | ||
[1] | The tax effect on other comprehensive income (loss) is not significant. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Net income (loss) | ($2,120) | $24,419 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,708 | 6,817 |
Deferred income taxes | -955 | 9,109 |
(Income) loss from discontinued operations | 148 | -15,238 |
Restructuring charges | 216 | 211 |
Gains on dispositions of property and other assets | -37 | -387 |
Share-based compensation expense | 1,231 | 391 |
Excess tax benefit from share-based compensation arrangements | -283 | -41 |
Other non-cash items, net | 964 | 948 |
Change in operating assets and liabilities (excluding the impact of acquisitions): | ||
Receivables | -21,807 | -36,372 |
Inventories | -3,150 | -5,110 |
Accounts payable | 20,067 | 36,606 |
Restructuring liabilities | -603 | -1,860 |
Accrued compensation | -4,141 | 2,833 |
Customer deposits | 20,542 | 7,454 |
Income taxes payable | -281 | 265 |
Other assets and liabilities, net | -235 | -4,875 |
Net cash provided by operating activities | 18,264 | 25,170 |
Cash flows from investing activities | ||
Capital expenditures | -5,300 | -5,516 |
Cash paid for acquired business | 279 | 0 |
Proceeds from dispositions of property and other assets | 36 | 403 |
Proceeds from possessory interest and personal property—discontinued operations | 0 | 25,000 |
Net cash provided by (used in) investing activities | -4,985 | 19,887 |
Cash flows from financing activities | ||
Proceeds from borrowings | 20,000 | 10,000 |
Payments on debt and capital lease obligations | -23,279 | -20,238 |
Dividends paid on common stock | -2,000 | -32,517 |
Common stock purchased for treasury | -4,702 | -1,042 |
Excess tax benefit from share-based compensation arrangements | 283 | 41 |
Proceeds from exercise of stock options | 225 | 1,401 |
Net cash used in financing activities | -9,473 | -42,355 |
Effect of exchange rate changes on cash and cash equivalents | -2,943 | -1,187 |
Net change in cash and cash equivalents | 863 | 1,515 |
Cash and cash equivalents, beginning of year | 56,990 | 45,821 |
Cash and cash equivalents, end of year | 57,853 | 47,336 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 2,203 | 1,719 |
Cash paid for interest | 908 | 254 |
Property and equipment acquired under capital leases | 0 | 253 |
Property and equipment purchases in accounts payable and accrued liabilities | $223 | $1,815 |
Basis_of_Presentation_and_Prin
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
The accompanying unaudited, condensed consolidated financial statements of Viad Corp (“Viad” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. The condensed consolidated financial statements of Viad include the accounts of Viad and all of its subsidiaries. All significant intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in consolidation. | |
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2014 included in the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 13, 2015. | |
Nature of Business | |
Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International (collectively, “Marketing & Events Group”) and the Travel & Recreation Group. | |
Marketing & Events Group | |
The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), is a global full-service provider for live events that helps clients gain more awareness, more engagement and a greater return at their events. The Marketing & Events Group offers a complete range of services, from design and production of immersive environments and brand-based experiences, to material handling, rigging, electrical and other on-site services for clients, including show organizers, corporate brand marketers and retail shopping centers. In addition, the Marketing & Events Group offers clients a full suite of online tools and new technologies that help them more easily manage the complexities of their events. Show organizers include for-profit and not-for-profit show owners as well as show management companies. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products and build business relationships. Viad’s retail shopping center customers include major developers, owners and management companies of shopping malls and leisure centers. | |
In 2014, the Company acquired: Blitz Communications Group Limited and its affiliates (collectively, “Blitz”) in September, onPeak LLC and Travel Planners, Inc. in October, with Travel Planners, Inc. merging into onPeak LLC (collectively, “onPeak”) in January 2015 and N200 Limited and its affiliates (collectively, “N200”) in November. For additional information on the Company’s 2014 acquisitions, refer to Note 3, Acquisition of Businesses. | |
Travel & Recreation Group | |
The Travel & Recreation Group consists of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and Alaskan Park Properties, Inc. (“Alaska Denali Travel”). Brewster provides tourism products and experiential services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s operations include the Banff Gondola, Columbia Icefield Glacier Adventure, Glacier Skywalk, Banff Lake Cruise, motorcoach services, charter and sightseeing services, inbound package tour operations and hotel operations. | |
Glacier Park, an 80 percent owned subsidiary of Viad, owns and operates seven lodges, with accommodation offerings varying from hikers’ cabins to hotel suites, including St. Mary Lodge, a full-service resort located outside the east entrance to Glacier National Park in St. Mary, Montana; Glacier Park Lodge, a historic lodge in East Glacier, Montana; Grouse Mountain Lodge, a full-season lodge offering golf, skiing, hiking and other seasonal recreational activities, located near Glacier National Park in Whitefish, Montana; the Prince of Wales Hotel in Waterton Lakes National Park, Alberta, Canada, which is situated on land for which the Company has a 42-year ground lease with the Canadian government running through January 31, 2052; the West Glacier Motel & Cabins in West Glacier, Montana; and Motel Lake McDonald and the Apgar Village Lodge, which are located inside Glacier National Park. Glacier Park also operates the food and beverage services with respect to those properties and the retail shops located near Glacier National Park. For additional information on Glacier Park’s concession operations within Glacier National Park, refer to Note 20, Discontinued Operations. | |
In July 2014, the Company acquired the West Glacier Motel & Cabins, the Apgar Village Lodge and related land, food and beverage services and retail operations (collectively, the “West Glacier Properties”). For additional information, refer to Note 3, Acquisition of Businesses. | |
Alaska Denali Travel operates the Denali Backcountry Lodge and Denali Cabins. In addition to lodging, Alaska Denali Travel also provides food and beverage operations and package tour and transportation services in and around Denali National Park and Preserve. | |
Impact of Recent Accounting Pronouncements | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard establishes a new recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company may adopt the requirements of ASU 2014-09 using either of two acceptable methods: (1) retrospective adoption to each prior period presented with the option to elect certain practical expedients; or (2) adoption with the cumulative effect recognized at the date of initial application and providing certain disclosures. The guidance is effective for fiscal years beginning after December 15, 2016, subject to an additional one year deferral as recently proposed by the FASB. The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations, including the method of adoption to be used. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||||||||||
The following table summarizes share-based compensation expense: | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
March 31, | |||||||||||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||||||||||
Restricted stock | $ | 594 | $ | 654 | |||||||||||||||||
Performance unit incentive plan (“PUP”) | 612 | (231 | ) | ||||||||||||||||||
Restricted stock units | 25 | (32 | ) | ||||||||||||||||||
Share-based compensation before income tax benefit | 1,231 | 391 | |||||||||||||||||||
Income tax benefit | (462 | ) | (152 | ) | |||||||||||||||||
Share-based compensation, net of income tax benefit | $ | 769 | $ | 239 | |||||||||||||||||
For the three months ended March 31, 2015, Viad recorded share-based compensation expense of approximately $40,000 through restructuring expense. | |||||||||||||||||||||
On January 24, 2014, Viad announced that its Board of Directors declared a special cash dividend of $1.50 per share, or $30.5 million in the aggregate, which was paid on February 14, 2014. In accordance with the mandatory provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”) and the 1997 Viad Corp Omnibus Incentive Plan, the Human Resources Committee of Viad’s Board of Directors approved equitable adjustments to the outstanding long-term incentive awards of stock options and PUP awards issued pursuant to those plans in order to prevent the special dividend from diluting the rights of participants under those plans. The equitable adjustment to the outstanding stock options reduced the exercise price and increased the number of shares of common stock underlying such options. The equitable adjustment to the PUP awards reflects the effect of the special dividend, but will be paid only if certain performance goals are met at the end of the 3-year performance period. | |||||||||||||||||||||
The following table summarizes the activity of the outstanding share-based compensation awards: | |||||||||||||||||||||
Restricted Stock | PUP Awards | Restricted Stock Units | |||||||||||||||||||
Shares | Weighted-Average | Units | Weighted-Average | Units | Weighted-Average | ||||||||||||||||
Grant Date | Grant Date | Grant Date | |||||||||||||||||||
Fair Value | Fair Value | Fair Value | |||||||||||||||||||
Balance, December 31, 2014 | 328,602 | $ | 23.3 | 267,120 | $ | 23.51 | 25,370 | $ | 23.17 | ||||||||||||
Granted | 73,000 | $ | 27.36 | 82,300 | $ | 27.35 | 4,800 | $ | 27.35 | ||||||||||||
Vested | (100,970 | ) | $ | 20.61 | (103,555 | ) | $ | 20.6 | (11,123 | ) | $ | 20.61 | |||||||||
Forfeited | (8,700 | ) | $ | 23.12 | (14,200 | ) | $ | 23.67 | — | $ | — | ||||||||||
Balance, March 31, 2015 | 291,932 | $ | 25.26 | 231,665 | $ | 26.17 | 19,047 | $ | 25.72 | ||||||||||||
As of March 31, 2015, the unamortized cost of all outstanding restricted stock awards was $4.3 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.0 years. During the three months ended March 31, 2015 and 2014, the Company repurchased 32,806 shares for $0.9 million and 44,358 shares for $1.0 million, respectively, related to tax withholding requirements on vested share-based awards. As of March 31, 2015, there were 954,695 total shares available for future grant in accordance with the provisions of the 2007 Plan. | |||||||||||||||||||||
As of March 31, 2015 and December 31, 2014, Viad had liabilities recorded of $1.3 million and $3.5 million, respectively, related to PUP awards. In March 2015, the PUP units granted in 2012 vested and cash payouts totaling $2.4 million were distributed. In March 2014, the PUP units granted in 2011 vested and cash payouts totaling $2.9 million were distributed. | |||||||||||||||||||||
As of March 31, 2015 and December 31, 2014, Viad had aggregate liabilities recorded of $0.2 million and $0.5 million, respectively, related to restricted stock unit liability awards. In February 2015, portions of the 2010, 2011 and 2012 restricted stock unit awards vested and cash payouts totaling $0.3 million were distributed. Similarly, in February 2014 portions of the 2009, 2010, and 2011 restricted stock unit awards vested and cash payouts of $0.2 million were distributed. | |||||||||||||||||||||
The following table summarizes stock option activity: | |||||||||||||||||||||
Shares | Weighted- | Options | |||||||||||||||||||
Average | Exercisable | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Options outstanding at December 31, 2014 | 247,590 | $ | 17.82 | 247,590 | |||||||||||||||||
Exercised | (13,525 | ) | $ | 16.62 | |||||||||||||||||
Forfeited or expired | (129,741 | ) | $ | 18.91 | |||||||||||||||||
Options outstanding at March 31, 2015 | 104,324 | $ | 17.62 | 104,324 | |||||||||||||||||
As of March 31, 2015, there were no unrecognized costs related to non-vested stock option awards. |
Acquisition_of_Businesses
Acquisition of Businesses | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisition of Businesses | Acquisition of Businesses | ||||||||
2014 Acquisitions | |||||||||
West Glacier Properties | |||||||||
In July 2014, the Company acquired the West Glacier Properties. The purchase price was $16.5 million in cash with 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. As of March 31, 2015, there have been no changes in the fair values of the assets acquired and liabilities assumed as of the acquisition date compared to 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 working capital. The results of operations of the West Glacier Properties have been included in Viad’s condensed consolidated financial statements from the date of acquisition. | |||||||||
Blitz | |||||||||
In September 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 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 $0.1 million to property and equipment, net, $16,000 from intangible assets, $0.2 million to accrued lease obligations, $41,000 from deferred taxes and $0.2 million from 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 March 31, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheet 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 | $ | 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 | 5,951 | ||||||||
Intangible assets | 8,692 | ||||||||
Total assets acquired | 15,750 | ||||||||
Accounts payable | 1,232 | ||||||||
Accrued liabilities | 2,246 | ||||||||
Customer deposits | 199 | ||||||||
Deferred tax liability | 282 | ||||||||
Revolving credit facility | 488 | ||||||||
Accrued dilapidations | 417 | ||||||||
Total liabilities acquired | 4,864 | ||||||||
Total fair value of net assets acquired | 10,886 | ||||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ | 13,340 | |||||||
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. | |||||||||
Identified intangible assets acquired in the Blitz acquisition totaled $8.7 million and consist of customer relationships, non-compete agreements and a 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. | |||||||||
onPeak LLC | |||||||||
In October 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 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 March 31, 2015, the balances in the table below remain unchanged from the balances reflected in the Consolidated Balance Sheet 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, net | 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 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. | |||||||||
Identified intangible assets acquired in the onPeak LLC acquisition totaled $14.1 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 LLC have been included in Viad’s condensed consolidated financial statements from the date of acquisition. | |||||||||
Travel Planners, Inc. | |||||||||
In October 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. Travel Planners, Inc. was merged into onPeak LLC in January 2015. | |||||||||
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 $0.6 million from intangible assets and $0.6 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 March 31, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheet 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 payable upon tax election | 1,300 | ||||||||
Working capital adjustment | (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 | 14,400 | ||||||||
Total assets acquired | 16,063 | ||||||||
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 | 9,365 | ||||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ | 21,126 | |||||||
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. | |||||||||
Identified intangible assets acquired in the Travel Planners, Inc. acquisition totaled $14.4 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 9.8 years. The results of operations of Travel Planners, Inc. have been included in Viad’s condensed consolidated financial statements from the date of acquisition. | |||||||||
N200 | |||||||||
In November 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 the twelve-month period ending June 30, 2015. 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 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 $0.1 million to 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 March 31, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheet 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 payable | 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, net | 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 | |||||||
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. | |||||||||
Identified intangible assets acquired in the N200 acquisition totaled $3.7 million and consist primarily of customer relationships. The weighted-average amortization period related to the definite lived intangible assets is 7.4 years. The results of operations of N200 have been included in Viad’s condensed consolidated financial statements from the date of acquisition. | |||||||||
Supplementary pro forma financial information | |||||||||
The following table summarizes the unaudited pro forma results of operations attributable to Viad as of March 31, 2014, assuming that the acquisitions above had each been completed on January 1, 2013: | |||||||||
(in thousands, except per share data) | 2014 | ||||||||
Revenue | $ | 300,851 | |||||||
Depreciation and amortization | $ | 9,358 | |||||||
Income from continuing operations | $ | 9,415 | |||||||
Net income attributable to Viad | $ | 22,297 | |||||||
Diluted net income per share | $ | 1.1 | |||||||
Basic net income per share | $ | 1.1 | |||||||
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
The components of inventories consisted of the following as of the respective periods: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Work in process | $ | 18,934 | $ | 15,652 | ||||
Raw materials | 16,617 | 16,749 | ||||||
Inventories | $ | 35,551 | $ | 32,401 | ||||
Other_Current_Assets
Other Current Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Other Current Assets | Other Current Assets | |||||||
Other current assets consisted of the following as of the respective periods: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Income tax receivable | $ | 5,076 | $ | 1,869 | ||||
Prepaid software maintenance | 2,564 | 1,934 | ||||||
Prepaid vendor payments | 3,735 | 2,689 | ||||||
Prepaid taxes | 1,212 | 1,416 | ||||||
Prepaid rent | 1,047 | 186 | ||||||
Prepaid other | 5,957 | 6,597 | ||||||
Other | 2,409 | 2,749 | ||||||
Other current assets | $ | 22,000 | $ | 17,440 | ||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment, Net | Property and Equipment, Net | |||||||
Property and equipment consisted of the following as of the respective periods: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Land and land interests | $ | 29,595 | $ | 30,360 | ||||
Buildings and leasehold improvements | 133,435 | 138,104 | ||||||
Equipment and other | 310,846 | 319,435 | ||||||
Gross property and equipment | 473,876 | 487,899 | ||||||
Less: accumulated depreciation | (283,337 | ) | (288,328 | ) | ||||
Property and equipment, net | $ | 190,539 | $ | 199,571 | ||||
Depreciation expense for the three months ended March 31, 2015 and 2014 was $6.7 million and $6.5 million, respectively. |
Other_Investments_and_Assets
Other Investments and Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Investments, All Other Investments [Abstract] | ||||||||
Other Investments and Assets | Other Investments and Assets | |||||||
Other investments and assets consisted of the following as of the respective periods: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Cash surrender value of life insurance | $ | 20,885 | $ | 20,866 | ||||
Self-insured liability receivable | 7,728 | 7,728 | ||||||
Workers’ compensation insurance security deposits | 4,250 | 4,250 | ||||||
Other | 7,688 | 7,830 | ||||||
Other investments and assets | $ | 40,551 | $ | 40,674 | ||||
Other_Current_Liabilities
Other Current Liabilities | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities, Current [Abstract] | ||||||||
Other Current Liabilities | Other Current Liabilities | |||||||
Other current liabilities consisted of the following as of the respective periods: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Continuing operations: | ||||||||
Self-insured liability accrual | $ | 6,467 | $ | 6,297 | ||||
Accrued sales and use taxes | 4,878 | 3,624 | ||||||
Accrued employee benefit costs | 4,037 | 3,215 | ||||||
Accrued dividends | 2,092 | 2,107 | ||||||
Current portion of pension liability | 1,729 | 1,641 | ||||||
Accrued professional fees | 1,531 | 1,228 | ||||||
Accrued acquisition liability | 1,458 | 1,232 | ||||||
Deferred rent | 1,379 | 783 | ||||||
Accrued foreign income taxes | 1,139 | 2,370 | ||||||
Accrued rebates | 985 | 1,600 | ||||||
Accrued restructuring | 975 | 1,154 | ||||||
Other | 7,200 | 1,605 | ||||||
Total continuing operations | 33,870 | 26,856 | ||||||
Discontinued operations: | ||||||||
Environmental remediation liabilities | 306 | 350 | ||||||
Self-insured liability accrual | 204 | 173 | ||||||
Other | 426 | 408 | ||||||
Total discontinued operations | 936 | 931 | ||||||
Other current liabilities | $ | 34,806 | $ | 27,787 | ||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2015 were as follows: | ||||||||||||||||
(in thousands) | Marketing & | Marketing & | Travel & | Total | ||||||||||||
Events U.S. | Events | Recreation | ||||||||||||||
International | Group | |||||||||||||||
Balance at December 31, 2014 | $ | 110,618 | $ | 42,221 | $ | 41,358 | $ | 194,197 | ||||||||
Purchase price allocation adjustments | 762 | 211 | — | 973 | ||||||||||||
Foreign currency translation adjustments | — | (2,837 | ) | (3,695 | ) | (6,532 | ) | |||||||||
Balance at March 31, 2015 | $ | 111,380 | $ | 39,595 | $ | 37,663 | $ | 188,638 | ||||||||
The original purchase price allocations were based on information available at the respective acquisition dates. During the quarter ended March 31, 2015, we recorded measurement period adjustments to the original purchase price allocation for Blitz, onPeak LLC, Travel Planners, Inc. and N200, which increased goodwill by $1.0 million. The amount was not considered significant and therefore prior periods have not been retrospectively adjusted. For additional information, refer to Note 3, Acquisition of Businesses. | ||||||||||||||||
A summary of other intangible assets is presented below: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||
Value | Amortization | Value | Amortization | |||||||||||||
Amortized intangible assets: | ||||||||||||||||
Customer contracts and relationships | $ | 39,940 | $ | (4,074 | ) | $ | 41,624 | $ | (2,961 | ) | ||||||
Other | 4,475 | (1,054 | ) | 4,576 | (732 | ) | ||||||||||
Total amortized intangible assets | 44,415 | (5,128 | ) | 46,200 | (3,693 | ) | ||||||||||
Unamortized intangible assets: | ||||||||||||||||
Business licenses | 460 | — | 460 | — | ||||||||||||
Other intangible assets | $ | 44,875 | $ | (5,128 | ) | $ | 46,660 | $ | (3,693 | ) | ||||||
The original purchase price allocations were based on information available at the respective acquisition dates. During the quarter ended March 31, 2015, we recorded measurement period adjustments to the original purchase price allocation for Blitz, onPeak LLC, Travel Planners, Inc. and N200, which reduced other intangible assets by $0.7 million. The amount was not considered significant and therefore prior periods have not been retrospectively adjusted. For additional information, refer to Note 3, Acquisition of Businesses. | ||||||||||||||||
Intangible asset amortization expense for the three months ended March 31, 2015 and 2014 was $2.0 million and $0.3 million, respectively. Estimated amortization expense related to amortized intangible assets for future years is expected to be as follows: | ||||||||||||||||
(in thousands) | ||||||||||||||||
Remainder of 2015 | $ | 5,732 | ||||||||||||||
2016 | $ | 6,511 | ||||||||||||||
2017 | $ | 5,698 | ||||||||||||||
2018 | $ | 4,735 | ||||||||||||||
2019 | $ | 4,355 | ||||||||||||||
Thereafter | $ | 12,256 | ||||||||||||||
Other_Deferred_Liabilities
Other Deferred Liabilities | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other Deferred Items and Liabilities | Other Deferred Items and Liabilities | |||||||
Other deferred items and liabilities consisted of the following as of the respective periods: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Continuing operations: | ||||||||
Self-insured liability accrual | $ | 13,735 | $ | 13,525 | ||||
Self-insured excess liability | 7,728 | 7,728 | ||||||
Accrued compensation | 6,513 | 6,824 | ||||||
Deferred rent income | 4,161 | 2,787 | ||||||
Foreign deferred tax liability | 1,849 | 2,135 | ||||||
Accrued restructuring | 452 | 555 | ||||||
Other | 4,100 | 5,117 | ||||||
Total continuing operations | 38,538 | 38,671 | ||||||
Discontinued operations: | ||||||||
Environmental remediation liabilities | 4,411 | 4,395 | ||||||
Self-insured liability accrual | 4,227 | 4,327 | ||||||
Accrued income taxes | 948 | 1,119 | ||||||
Other | 1,156 | 1,250 | ||||||
Total discontinued operations | 10,742 | 11,091 | ||||||
Other deferred items and liabilities | $ | 49,280 | $ | 49,762 | ||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt and Capital Lease Obligations | Debt and Capital Lease Obligations | |||||||
Long-term debt was as follows: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Revolving Credit agreement, 2.2% and 2.4% weighted-average interest rate at March 31, 2015 and December 31, 2014, respectively, due through 2019 | $ | 136,375 | $ | 139,500 | ||||
Capital lease obligations, 6.0% weighted-average interest at both March 31, 2015 and December 31, 2014, due through 2018 | 1,405 | 1,520 | ||||||
Total debt | 137,780 | 141,020 | ||||||
Current portion | (29,361 | ) | (27,856 | ) | ||||
Long-term debt and capital lease obligations | $ | 108,419 | $ | 113,164 | ||||
Effective December 2014, Viad entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement amends and replaces in its entirety the Company’s $180 million revolving credit facility under the Amended and Restated Credit Agreement dated as of May 18, 2011. The Credit Agreement provides for a senior credit facility in the aggregate amount of $300 million, which consists of a $175 million revolving credit facility (the “Revolving Credit Facility”) and a $125 million term loan (the “Term Loan”). Loans under the Credit Agreement have a maturity date of December 22, 2019, and proceeds from the loans made under the Credit Agreement were used to refinance certain outstanding debt of the Company and will be used for the Company’s general corporate purposes in the ordinary course of its business. Under the Credit Agreement, the Revolving Credit Facility and/or the Term Loan may be increased up to an additional $100 million under certain circumstances. If such circumstances are met, the Company may obtain the additional borrowings under the Revolving Credit Facility, a Term Loan, or a combination of the two facilities. The Revolving Credit Facility has a $40 million sublimit for letters of credit. Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars or British pounds. | ||||||||
Viad’s lenders have a first perfected security interest in all of the personal property of Viad, GES and GES Event Intelligence Services, Inc., including 65 percent of the capital stock of top-tier foreign subsidiaries. Financial covenants include a fixed charge coverage ratio of not less than 1.75 to 1.00, with a step-up to 2.00 to 1.00 for the fiscal quarter ending June 30, 2016. Viad must maintain a leverage ratio of not greater than 3.00 to 1.00, with a step-down to 2.75 to 1.00 for the fiscal quarter ending March 31, 2016 and a step-down to 2.50 to 1.00 for the fiscal quarter ending March 31, 2017. As of March 31, 2015 and December 31, 2014, the fixed charge coverage ratio was 2.17 to 1.00 and 2.61 to 1.00, respectively, and the leverage ratio was 2.07 to 1.00 and 1.73 to 1.00, respectively. The terms of the Credit Agreement allow Viad to pay dividends or purchase the Company’s common stock up to $20 million in the aggregate in any calendar year, with additional dividends, share repurchases or distributions of stock permitted if the Company’s leverage ratio is less than or equal to 2.00 to 1.00, and the Liquidity Amount (defined as cash in the U.S. and Canada plus available revolver borrowings on a pro forma basis) is not less than $100 million, and no default or unmatured default, as defined in the Credit Agreement, exists. Significant other covenants include limitations on investments, additional indebtedness, sales/leases of assets, acquisitions, consolidations or mergers and liens on property. As of March 31, 2015, Viad was in compliance with all covenants. | ||||||||
As of March 31, 2015, Viad’s total debt was $137.8 million, consisting of outstanding borrowings under the Term Loan and Revolving Credit Facility of $121.9 million and $14.5 million, respectively, and capital lease obligations of $1.4 million. As of December 31, 2014, Viad’s total debt was $141.0 million, consisted of outstanding borrowings under the Term Loan and Revolving Credit Facility of $125.0 million and $14.5 million, respectively, and capital lease obligations of $1.5 million. As of March 31, 2015, Viad had $158.7 million of capacity remaining under its Credit Facility reflecting outstanding letters of credit of $1.8 million and the outstanding balance under the Revolving Credit Facility of $14.5 million, respectively. | ||||||||
Borrowings under the Revolving Credit Facility (of which GES and GES Event Intelligence Services, Inc. are guarantors) are indexed to the prime rate or the London Interbank Offered Rate, plus appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to Viad’s leverage ratio. The fees on the unused portion of the Credit Facility are currently 0.35 percent annually. | ||||||||
As of March 31, 2015, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities entered into by the Company’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of March 31, 2015 would be $4.1 million. These guarantees relate to leased facilities and expire through October 2017. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments. | ||||||||
The estimated fair value of total debt was $121.7 million and $123.0 million as of March 31, 2015 and December 31, 2014, respectively. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
The fair value of an asset or liability is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value as follows: | ||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||||||||||||||||
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value. | ||||||||||||||||
Viad measures its money market mutual funds and certain other mutual fund investments at fair value on a recurring basis using Level 1 inputs. The fair value information related to these assets is summarized in the following tables: | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
(in thousands) | March 31, | Quoted Prices in | Significant | Significant | ||||||||||||
2015 | Active | Other | Unobserved | |||||||||||||
Markets | Observable | Inputs | ||||||||||||||
(Level 1) | Inputs | (Level 3) | ||||||||||||||
(Level 2) | ||||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 12,619 | $ | 12,619 | $ | — | $ | — | ||||||||
Other mutual funds | 2,580 | 2,580 | — | — | ||||||||||||
Total assets at fair value | $ | 15,199 | $ | 15,199 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout contingent consideration liability | (988 | ) | — | — | (988 | ) | ||||||||||
Total liabilities at fair value on a recurring basis | $ | (988 | ) | $ | — | $ | — | $ | (988 | ) | ||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
(in thousands) | December 31, | Quoted Prices | Significant | Significant | ||||||||||||
2014 | in Active | Other | Unobserved | |||||||||||||
Markets | Observable | Inputs | ||||||||||||||
(Level 1) | Inputs | (Level 3) | ||||||||||||||
(Level 2) | ||||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 8,518 | $ | 8,518 | $ | — | $ | — | ||||||||
Other mutual funds | 2,536 | 2,536 | — | — | ||||||||||||
Total assets at fair value | $ | 11,054 | $ | 11,054 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout contingent consideration liability | (1,210 | ) | — | — | (1,210 | ) | ||||||||||
Total liabilities at fair value on a recurring basis | $ | (1,210 | ) | $ | — | $ | — | $ | (1,210 | ) | ||||||
As of March 31, 2015 and December 31, 2014, Viad had investments in money market mutual funds of $12.6 million and $8.5 million, respectively, which are included in the consolidated balance sheets under the caption “Cash and cash equivalents.” These investments are classified as available-for-sale and were recorded at fair value. There have been no realized or unrealized gains or losses related to these investments and the Company has not experienced any redemption restrictions with respect to any of the money market mutual funds. | ||||||||||||||||
As of March 31, 2015 and December 31, 2014, Viad had investments in other mutual funds of $2.6 million and $2.5 million, respectively, which are classified in the consolidated balance sheets under the caption “Other investments and assets.” These investments were classified as available-for-sale and were recorded at fair value. As of March 31, 2015 and December 31, 2014, there were unrealized gains of $0.9 million ($0.6 million after-tax) and $0.8 million ($0.5 million after-tax), respectively, which were included in the consolidated balance sheets under the caption “Accumulated other comprehensive income (loss).” | ||||||||||||||||
The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturities of these instruments. The estimated fair value of debt obligations is disclosed in Note 11, Debt and Capital Lease Obligations. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Stockholders' Equity | Stockholders' Equity | ||||||||||||||||
The following represents a reconciliation of the carrying amounts of stockholders’ equity attributable to Viad and the noncontrolling interest for the three months ended March 31, 2015 and 2014: | |||||||||||||||||
(in thousands) | Total Viad | Noncontrolling | Total | ||||||||||||||
Stockholders’ | Interest | Stockholders’ | |||||||||||||||
Equity | Equity | ||||||||||||||||
Balance at December 31, 2014 | $ | 335,387 | $ | 12,315 | $ | 347,702 | |||||||||||
Net loss | (2,056 | ) | (64 | ) | (2,120 | ) | |||||||||||
Dividends on common stock | (2,000 | ) | — | (2,000 | ) | ||||||||||||
Common stock purchased for treasury | (4,702 | ) | — | (4,702 | ) | ||||||||||||
Employee benefit plans | 1,786 | — | 1,786 | ||||||||||||||
Unrealized foreign currency translation adjustment | (17,579 | ) | — | (17,579 | ) | ||||||||||||
Tax benefits from share-based compensation | 283 | — | 283 | ||||||||||||||
Other changes to accumulated other comprehensive income | 241 | — | 241 | ||||||||||||||
Other | (97 | ) | — | (97 | ) | ||||||||||||
Balance at March 31, 2015 | $ | 311,263 | $ | 12,251 | $ | 323,514 | |||||||||||
(in thousands) | Total Viad | Noncontrolling | Total | ||||||||||||||
Stockholders’ | Interest | Stockholders’ | |||||||||||||||
Equity | Equity | ||||||||||||||||
Balance at December 31, 2013 | $ | 347,441 | $ | 9,102 | $ | 356,543 | |||||||||||
Net income | 21,882 | 2,537 | 24,419 | ||||||||||||||
Dividends on common stock | (32,517 | ) | — | (32,517 | ) | ||||||||||||
Common stock purchased for treasury | (1,042 | ) | — | (1,042 | ) | ||||||||||||
Employee benefit plans | 2,052 | — | 2,052 | ||||||||||||||
Unrealized foreign currency translation adjustment | (6,733 | ) | — | (6,733 | ) | ||||||||||||
ESOP allocation adjustment | 44 | — | 44 | ||||||||||||||
Other | 46 | 1 | 47 | ||||||||||||||
Balance at March 31, 2014 | $ | 331,173 | $ | 11,640 | $ | 342,813 | |||||||||||
Changes in accumulated other comprehensive income (“AOCI”) by component were as follows: | |||||||||||||||||
(in thousands) | Unrealized Gains | Cumulative Foreign Currency Translation Adjustments | Unrecognized Net Actuarial Loss and Prior Service Credit, Net | Accumulated | |||||||||||||
on Investments | Other | ||||||||||||||||
Comprehensive | |||||||||||||||||
Income | |||||||||||||||||
Balance at December 31, 2014 | $ | 471 | $ | 12,415 | $ | (13,280 | ) | $ | (394 | ) | |||||||
Other comprehensive income (loss) before reclassifications | 177 | (17,579 | ) | — | (17,402 | ) | |||||||||||
Amounts reclassified from AOCI, net of tax | (17 | ) | — | (114 | ) | (131 | ) | ||||||||||
Net other comprehensive income (loss) | 160 | (17,579 | ) | (114 | ) | (17,533 | ) | ||||||||||
Balance at March 31, 2015 | $ | 631 | $ | (5,164 | ) | $ | (13,394 | ) | $ | (17,927 | ) | ||||||
The following table presents information about reclassification adjustments out of AOCI for the three months ended March 31: | |||||||||||||||||
Affected Line Item in the | |||||||||||||||||
Statement Where Net | |||||||||||||||||
(in thousands) | 2015 | 2014 | Income is Presented | ||||||||||||||
Unrealized gains on investments | $ | 27 | $ | 21 | Interest income | ||||||||||||
Tax effect | (10 | ) | (8 | ) | Income taxes | ||||||||||||
$ | 17 | $ | 13 | ||||||||||||||
Recognized net actuarial loss(1) | $ | (75 | ) | $ | (205 | ) | |||||||||||
Amortization of prior service credit(1) | 139 | 148 | |||||||||||||||
Tax effect | 50 | 21 | Income taxes | ||||||||||||||
$ | 114 | $ | (36 | ) | |||||||||||||
(1) Amount included in pension expense. Refer to Note 16, Pension and Postretirement Benefits. |
Income_Loss_Per_Share
Income (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Income (Loss) Per Share | Income (Loss) Per Share | |||||||
The following are the components of basic and diluted income per share: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(in thousands, except per share data) | 2015 | 2014 | ||||||
Net income (loss) attributable to Viad (diluted) | $ | (2,056 | ) | $ | 21,882 | |||
Less: Allocation to non-vested shares | — | (424 | ) | |||||
Net income (loss) allocated to Viad common stockholders (basic) | $ | (2,056 | ) | $ | 21,458 | |||
Basic weighted-average outstanding common shares | 19,736 | 19,949 | ||||||
Additional dilutive shares related to share-based compensation | — | 381 | ||||||
Diluted weighted-average outstanding shares | 19,736 | 20,330 | ||||||
Income (loss) per share: | ||||||||
Basic income (loss) attributable to Viad common stockholders | $ | (0.10 | ) | $ | 1.08 | |||
Diluted income (loss) attributable to Viad common stockholders(1) | $ | (0.10 | ) | $ | 1.08 | |||
(1) Diluted income per share amount cannot exceed basic income per share. | ||||||||
As of March 31, 2015, there were no share-based compensation awards considered dilutive and included in the computation of diluted income per share. As of March 31, 2014, there were 381,000 share-based compensation awards considered dilutive and included in the computation of diluted income per share. Options to purchase 15,000 and 34,000 shares of common stock were outstanding during the three months ended March 31, 2015 and 2014, respectively, but were not included in the computation of dilutive shares outstanding because the effect would be anti-dilutive. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The effective tax rates for the three months ended March 31, 2015 and 2014 were 62.4 percent and 15.6 percent, respectively. | |
The income tax provisions were computed based on the Company’s estimated effective tax rate and forecasted income by jurisdiction expected to be applicable for the full fiscal year, including the impact of any unusual or infrequent items. The effective tax rate for the three months ended March 31, 2015 was greater than the federal statutory rate primarily due to the recording of a non-cash tax benefit relating to certain foreign intangible deferred tax assets that was recorded during the quarter. The effective tax rate for the three months ended March 31, 2014 was lower than the federal statutory rate principally due to foreign income which is taxed at lower rates and the release of a portion of the valuation allowance associated with the projected utilization of foreign tax credit carryforwards. | |
Viad is required to estimate and record provisions for income taxes in each of the jurisdictions in which the Company operates. Accordingly, the Company must estimate its actual current income tax liability, and assess temporary differences arising from the treatment of items for tax purposes, as compared to the treatment for accounting purposes. These differences result in deferred tax assets and liabilities which are included in Viad’s consolidated balance sheets. The Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and to the extent that recovery is not likely, a valuation allowance must be established. The Company uses significant judgment in forming a conclusion regarding the recoverability of its deferred tax assets and evaluates the available positive and negative evidence to determine whether it is more likely than not that its deferred tax assets will be realized in the future. These deferred tax assets reflect the expected future tax benefits to be realized upon reversal of deductible temporary differences and the utilization of net operating loss and tax credit carryforwards. | |
The Company considered all available positive and negative evidence regarding the future recoverability of its deferred tax assets, including the Company’s recent operating history, taxpaying history and future reversals of deferred tax liabilities. The Company also evaluated its ability to utilize its foreign tax credits, given its recent utilization history and projected future domestic income. The foreign tax credits are subject to a 10-year carryforward period and begin to expire in 2020. As of December 31, 2014, $12.7 million of the $21.8 million in tax credit carryforwards were related to foreign tax credits. Based on the Company’s evaluation of all positive and negative evidence, it was determined to be more likely than not that the foreign tax credit carryforwards would be utilized before their expiration. Therefore, a valuation allowance against the foreign tax credit was not required. The positive evidence relied upon in making this assessment included the Company’s positive cumulative income position, the projected future utilization of foreign tax credit carryforwards, the history of utilizing all deferred tax assets including net operating losses, and future forecasts of domestic income. | |
As noted above, Viad uses considerable judgment in forming a conclusion regarding the recoverability of its deferred tax assets. As a result, there are inherent uncertainties regarding the ultimate realization of these assets, which is primarily dependent upon Viad’s ability to generate sufficient taxable income in future periods. In future periods, it is reasonably possible that the relative weight of positive and negative evidence regarding the recoverability of Viad’s deferred tax assets may change, which could result in a material increase or decrease in the Company’s valuation allowance. If such a change in the valuation allowance were to occur, it would result in a change to income tax expense in the period the assessment was made. | |
Viad had liabilities, including interest and penalties, associated with uncertain tax positions for continuing operations of $1.3 million as of March 31, 2015 and December 31, 2014. In addition, as of March 31, 2015 and December 31, 2014, Viad had liabilities, including interest and penalties, for uncertain tax positions relating to discontinued operations of $1.1 million. Future tax resolutions or settlements that may occur related to these uncertain tax positions would be recorded through either continuing or discontinued operations (net of applicable federal tax benefit). The total liability associated with uncertain tax positions as of March 31, 2015 and December 31, 2014 was $2.4 million, which was classified as both current and non-current liabilities. The Company does not expect a material amount of uncertain tax positions to be resolved or settled within the next twelve months. |
Pension_and_Postretirement_Ben
Pension and Postretirement Benefits | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||
Pension and Postretirement Benefits | Pension and Postretirement Benefits | ||||||||||||||||||||||||
The net periodic benefit cost of Viad’s pension and postretirement plans for the three months ended March 31, included the following components: | |||||||||||||||||||||||||
Domestic Plans | |||||||||||||||||||||||||
Pension Plans | Postretirement Benefit Plans | Foreign Pension Plans | |||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Service cost | $ | 25 | $ | 23 | $ | 43 | $ | 34 | $ | 128 | $ | 104 | |||||||||||||
Interest cost | 251 | 280 | 177 | 176 | 127 | 160 | |||||||||||||||||||
Expected return on plan assets | (111 | ) | (103 | ) | — | — | (149 | ) | (161 | ) | |||||||||||||||
Amortization of prior service credit | — | — | (91 | ) | (148 | ) | — | — | |||||||||||||||||
Recognized net actuarial loss | 125 | 104 | 139 | 101 | 2 | 3 | |||||||||||||||||||
Net periodic benefit cost | $ | 290 | $ | 304 | $ | 268 | $ | 163 | $ | 108 | $ | 106 | |||||||||||||
Viad expects to contribute $1.4 million to its funded pension plans, $0.8 million to its unfunded pension plans and $1.1 million to its postretirement benefit plans in 2015. During the three months ended March 31, 2015, Viad contributed $0.3 million to its funded pension plans, $0.2 million to its unfunded pension plans and $0.1 million to its postretirement benefit plans. |
Restructuring_Charges
Restructuring Charges | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring Charges | Restructuring Charges | |||||||||||||||
The Company executed certain restructuring actions designed to reduce the Company’s cost structure primarily within the Marketing & Events U.S. segment, and to a lesser extent in the Marketing & Events International segment. As a result, it has recorded restructuring charges related to the consolidation and downsizing of facilities. Additionally, the Company has recorded restructuring charges in connection with certain reorganization activities. These charges consist of severance and related benefits due to headcount reductions. | ||||||||||||||||
The table below represents a reconciliation of beginning and ending liability balances by major restructuring activity: | ||||||||||||||||
Marketing & Events | Other Restructurings | |||||||||||||||
Group Consolidation | ||||||||||||||||
(in thousands) | Severance & | Facilities | Severance & | Total | ||||||||||||
Employee | Employee | |||||||||||||||
Benefits | Benefits | |||||||||||||||
Balance at December 31, 2014 | $ | 543 | $ | 1,161 | $ | 240 | $ | 1,944 | ||||||||
Restructuring charges (recoveries) | 128 | 98 | (10 | ) | 216 | |||||||||||
Cash payments | (301 | ) | (302 | ) | — | (603 | ) | |||||||||
Adjustment to liability | — | — | (130 | ) | (130 | ) | ||||||||||
Balance at March 31, 2015 | $ | 370 | $ | 957 | $ | 100 | $ | 1,427 | ||||||||
As of March 31, 2015, the liabilities related to severance and employee benefits are expected to be paid by the end of 2015. Additionally, the liability of $1.0 million related to future lease payments will be paid over the remaining lease terms for the Marketing & Events Group. Refer to Note 19, Segment Information, for information regarding restructuring charges (recoveries) by segment. |
Litigation_Claims_Contingencie
Litigation, Claims, Contingencies and Other | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Claims, Contingencies and Other | Litigation, Claims, Contingencies and Other |
Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of which involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as of March 31, 2015 with respect to these matters is not ascertainable, Viad believes that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on Viad’s business, financial position or results of operations. | |
Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position or results of operations. As of March 31, 2015, Viad had recorded environmental remediation liabilities of $4.7 million related to previously sold operations. | |
As of March 31, 2015, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities entered into by Viad’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of March 31, 2015 would be $4.1 million. These guarantees relate to leased facilities expiring through October 2017. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments. | |
A significant portion of Viad’s employees are unionized and the Company is a party to approximately 100 collective-bargaining agreements, with approximately one-third requiring renegotiation each year. If the Company was unable to reach an agreement with a union during the collective-bargaining process, the union may call for a strike or work stoppage, which may, under certain circumstances, adversely impact the Company’s businesses and results of operations. Viad believes that relations with its employees are satisfactory and that collective-bargaining agreements expiring in 2015 will be renegotiated in the ordinary course of business without having a material adverse effect on Viad’s operations. The Company entered into new showsite and warehouse agreements with the Chicago Teamsters Local 727, effective January 1, 2014, and those agreements contain provisions that allow the parties to re-open negotiation of the agreements on pension-related issues. The Company is in informal discussions regarding those issues with all relevant parties and is working diligently to resolve those issues in a manner that will be reasonable and equitable to employees, customers and shareholders. Although the Company’s labor relations are currently stable, disruptions pending the outcome of the Chicago Teamsters Local 727 negotiations could occur, as they could with any collective-bargaining agreement negotiation, with the possibility of an adverse impact on the operating results of the Marketing & Events Group. | |
Viad’s businesses contribute to various multi-employer pension plans based on obligations arising under collective-bargaining agreements covering its union-represented employees. Based upon the information available to Viad from plan administrators, management believes that several of these multi-employer plans are underfunded. The Pension Protection Act of 2006 requires pension plans underfunded at certain levels to reduce, over defined time periods, the underfunded status. In addition, under current laws, the termination of a plan, or a voluntary withdrawal from a plan by Viad, or a shrinking contribution base to a plan as a result of the insolvency or withdrawal of other contributing employers to such plan, would require Viad to make payments to such plan for its proportionate share of the plan’s unfunded vested liabilities. As of March 31, 2015, the amount of additional funding, if any, that Viad would be required to make related to multi-employer pension plans is not ascertainable. | |
Viad is self-insured up to certain limits for workers’ compensation, employee health benefits, automobile, product and general liability and property loss claims. The aggregate amount of insurance liabilities (up to the Company’s retention limit) related to Viad’s continuing operations was $20.2 million as of March 31, 2015. Of this total, $12.8 million related to workers’ compensation liabilities and the remaining $7.4 million related to general/auto liability claims. Viad has also retained and provided for certain insurance liabilities in conjunction with previously sold businesses totaling $4.4 million as of March 31, 2015, related to workers’ compensation liabilities. Provisions for losses for claims incurred, including estimated claims incurred but not yet reported, are made based on Viad’s historical experience, claims frequency and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. Viad has purchased insurance for amounts in excess of the self-insured levels, which generally range from $0.2 million to $0.5 million on a per claim basis. Viad does not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Viad’s net cash payments in connection with these insurance liabilities were $1.1 million for the three months ended March 31, 2015. | |
In addition, as of March 31, 2015, Viad had recorded insurance liabilities of $7.7 million related to continuing operations in excess of the self-insured levels for which Viad remains the primary obligor. Of this total, $3.1 million related to workers’ compensation liabilities and the remaining $4.6 million related to general/auto liability claims. The Company has recorded these amounts in other deferred items and liabilities in Viad’s Condensed Consolidated Balance Sheets with a corresponding receivable in other investments and assets. |
Segment_Information
Segment Information | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Information | Segment Information | |||||||
Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International (together the “Marketing & Events Group”) and the Travel & Recreation Group. | ||||||||
Viad measures profit and performance of its operations on the basis of segment operating income which excludes restructuring charges and recoveries and impairment charges and recoveries. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and amortization and share-based compensation expense are the only significant non-cash items for the reportable segments. Disclosures regarding Viad’s reportable segments with reconciliations to consolidated totals are as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(in thousands) | 2015 | 2014 | ||||||
Revenue: | ||||||||
Marketing & Events Group: | ||||||||
U.S. | $ | 192,943 | $ | 221,395 | ||||
International | 65,236 | 58,718 | ||||||
Intersegment eliminations | (1,251 | ) | (2,290 | ) | ||||
Total Marketing & Events Group | 256,928 | 277,823 | ||||||
Travel & Recreation Group | 7,468 | 7,818 | ||||||
Total revenue | $ | 264,396 | $ | 285,641 | ||||
Segment operating income (loss): | ||||||||
Marketing & Events Group: | ||||||||
U.S. | $ | 2,637 | $ | 15,851 | ||||
International | 1,047 | 2,319 | ||||||
Total Marketing & Events Group | 3,684 | 18,170 | ||||||
Travel & Recreation Group | (4,809 | ) | (4,809 | ) | ||||
Segment operating income (loss) | (1,125 | ) | 13,361 | |||||
Corporate activities | (2,810 | ) | (2,039 | ) | ||||
Operating income (loss) | (3,935 | ) | 11,322 | |||||
Interest income | 63 | 65 | ||||||
Interest expense | (1,151 | ) | (298 | ) | ||||
Restructuring (charges) recoveries: | ||||||||
Marketing & Events U.S. | (88 | ) | 38 | |||||
Marketing & Events International | (138 | ) | (530 | ) | ||||
Travel & Recreation Group | 6 | 206 | ||||||
Corporate | 4 | 75 | ||||||
Income (loss) from continuing operations before income taxes | $ | (5,239 | ) | $ | 10,878 | |||
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Discontinued Operations | Discontinued Operations | ||||||||
On December 31, 2013, Glacier Park’s concession contract with the Park Service to operate lodging, tour and transportation and other hospitality services within Glacier National Park expired. Upon completion of the contract, the Company received cash payments in January 2014 totaling $25.0 million resulting in a pre-tax gain of $21.5 million for the Company’s possessory interest. The gain after-tax on the possessory interest as of December 31. 2014 was $15.2 million with $2.7 million attributable to the noncontrolling interest. These amounts are included in income (loss) from discontinued operations and net income attributable to noncontrolling interest in Viad’s Condensed Consolidated Statements of Operations, respectively. | |||||||||
The following summarizes Glacier Park’s expired concession contract operating results, which are presented in income (loss) from discontinued operations, net of tax, in Viad’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2014: | |||||||||
(in thousands) | |||||||||
Total revenue | $ | — | |||||||
Costs and expenses | (68 | ) | |||||||
Income (loss) from discontinued operations, before income taxes | (68 | ) | |||||||
Income tax (expense) benefit | 20 | ||||||||
Income (loss) from discontinued operations, net of tax | (48 | ) | |||||||
Gain on sale of discontinued operations, net of tax | 15,286 | ||||||||
Income from discontinued operations | 15,238 | ||||||||
Income from discontinued operations attributable to noncontrolling interest | (2,668 | ) | |||||||
Income from discontinued operations attributable to Viad | $ | 12,570 | |||||||
For the three months ended March 31, 2015, Viad recorded a loss from discontinued operations of $0.1 million due to legal fees related to previously sold operations. | |||||||||
The following is a reconciliation of net income attributable to the noncontrolling interest for the three months ended March 31: | |||||||||
(in thousands) | 2015 | 2014 | |||||||
Income (loss) from continuing operations | $ | (64 | ) | $ | (131 | ) | |||
Income from discontinued operations | — | 2,668 | |||||||
Net income (loss) attributable to noncontrolling interest | $ | (64 | ) | $ | 2,537 | ||||
Basis_of_Presentation_and_Prin1
Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The accompanying unaudited, condensed consolidated financial statements of Viad Corp (“Viad” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. The condensed consolidated financial statements of Viad include the accounts of Viad and all of its subsidiaries. All significant intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in consolidation. |
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2014 included in the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 13, 2015. | |
Segments | Nature of Business |
Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International (collectively, “Marketing & Events Group”) and the Travel & Recreation Group. | |
Marketing & Events Group | |
The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), is a global full-service provider for live events that helps clients gain more awareness, more engagement and a greater return at their events. The Marketing & Events Group offers a complete range of services, from design and production of immersive environments and brand-based experiences, to material handling, rigging, electrical and other on-site services for clients, including show organizers, corporate brand marketers and retail shopping centers. In addition, the Marketing & Events Group offers clients a full suite of online tools and new technologies that help them more easily manage the complexities of their events. Show organizers include for-profit and not-for-profit show owners as well as show management companies. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products and build business relationships. Viad’s retail shopping center customers include major developers, owners and management companies of shopping malls and leisure centers. | |
In 2014, the Company acquired: Blitz Communications Group Limited and its affiliates (collectively, “Blitz”) in September, onPeak LLC and Travel Planners, Inc. in October, with Travel Planners, Inc. merging into onPeak LLC (collectively, “onPeak”) in January 2015 and N200 Limited and its affiliates (collectively, “N200”) in November. For additional information on the Company’s 2014 acquisitions, refer to Note 3, Acquisition of Businesses. | |
Travel & Recreation Group | |
The Travel & Recreation Group consists of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and Alaskan Park Properties, Inc. (“Alaska Denali Travel”). Brewster provides tourism products and experiential services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s operations include the Banff Gondola, Columbia Icefield Glacier Adventure, Glacier Skywalk, Banff Lake Cruise, motorcoach services, charter and sightseeing services, inbound package tour operations and hotel operations. | |
Glacier Park, an 80 percent owned subsidiary of Viad, owns and operates seven lodges, with accommodation offerings varying from hikers’ cabins to hotel suites, including St. Mary Lodge, a full-service resort located outside the east entrance to Glacier National Park in St. Mary, Montana; Glacier Park Lodge, a historic lodge in East Glacier, Montana; Grouse Mountain Lodge, a full-season lodge offering golf, skiing, hiking and other seasonal recreational activities, located near Glacier National Park in Whitefish, Montana; the Prince of Wales Hotel in Waterton Lakes National Park, Alberta, Canada, which is situated on land for which the Company has a 42-year ground lease with the Canadian government running through January 31, 2052; the West Glacier Motel & Cabins in West Glacier, Montana; and Motel Lake McDonald and the Apgar Village Lodge, which are located inside Glacier National Park. Glacier Park also operates the food and beverage services with respect to those properties and the retail shops located near Glacier National Park. For additional information on Glacier Park’s concession operations within Glacier National Park, refer to Note 20, Discontinued Operations. | |
In July 2014, the Company acquired the West Glacier Motel & Cabins, the Apgar Village Lodge and related land, food and beverage services and retail operations (collectively, the “West Glacier Properties”). For additional information, refer to Note 3, Acquisition of Businesses. | |
Alaska Denali Travel operates the Denali Backcountry Lodge and Denali Cabins. In addition to lodging, Alaska Denali Travel also provides food and beverage operations and package tour and transportation services in and around Denali National Park and Preserve. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Summary of share-based compensation expense | The following table summarizes share-based compensation expense: | ||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
March 31, | |||||||||||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||||||||||
Restricted stock | $ | 594 | $ | 654 | |||||||||||||||||
Performance unit incentive plan (“PUP”) | 612 | (231 | ) | ||||||||||||||||||
Restricted stock units | 25 | (32 | ) | ||||||||||||||||||
Share-based compensation before income tax benefit | 1,231 | 391 | |||||||||||||||||||
Income tax benefit | (462 | ) | (152 | ) | |||||||||||||||||
Share-based compensation, net of income tax benefit | $ | 769 | $ | 239 | |||||||||||||||||
Summary of liability based award activity | The following table summarizes the activity of the outstanding share-based compensation awards: | ||||||||||||||||||||
Restricted Stock | PUP Awards | Restricted Stock Units | |||||||||||||||||||
Shares | Weighted-Average | Units | Weighted-Average | Units | Weighted-Average | ||||||||||||||||
Grant Date | Grant Date | Grant Date | |||||||||||||||||||
Fair Value | Fair Value | Fair Value | |||||||||||||||||||
Balance, December 31, 2014 | 328,602 | $ | 23.3 | 267,120 | $ | 23.51 | 25,370 | $ | 23.17 | ||||||||||||
Granted | 73,000 | $ | 27.36 | 82,300 | $ | 27.35 | 4,800 | $ | 27.35 | ||||||||||||
Vested | (100,970 | ) | $ | 20.61 | (103,555 | ) | $ | 20.6 | (11,123 | ) | $ | 20.61 | |||||||||
Forfeited | (8,700 | ) | $ | 23.12 | (14,200 | ) | $ | 23.67 | — | $ | — | ||||||||||
Balance, March 31, 2015 | 291,932 | $ | 25.26 | 231,665 | $ | 26.17 | 19,047 | $ | 25.72 | ||||||||||||
Summary of stock option activity | The following table summarizes stock option activity: | ||||||||||||||||||||
Shares | Weighted- | Options | |||||||||||||||||||
Average | Exercisable | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Options outstanding at December 31, 2014 | 247,590 | $ | 17.82 | 247,590 | |||||||||||||||||
Exercised | (13,525 | ) | $ | 16.62 | |||||||||||||||||
Forfeited or expired | (129,741 | ) | $ | 18.91 | |||||||||||||||||
Options outstanding at March 31, 2015 | 104,324 | $ | 17.62 | 104,324 | |||||||||||||||||
Acquisition_of_Businesses_Tabl
Acquisition of Businesses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of recognized identified assets acquired and liabilities assumed | |||||||||
(in thousands) | |||||||||
Purchase price paid as: | |||||||||
Cash | $ | 33,674 | |||||||
Additional purchase price payable upon tax election | 1,300 | ||||||||
Working capital adjustment | (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 | 14,400 | ||||||||
Total assets acquired | 16,063 | ||||||||
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 | 9,365 | ||||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ | 21,126 | |||||||
(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 | 14,100 | ||||||||
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 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 $0.1 million to property and equipment, net, $16,000 from intangible assets, $0.2 million to accrued lease obligations, $41,000 from deferred taxes and $0.2 million from 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 March 31, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheet 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 | $ | 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 | 5,951 | ||||||||
Intangible assets | 8,692 | ||||||||
Total assets acquired | 15,750 | ||||||||
Accounts payable | 1,232 | ||||||||
Accrued liabilities | 2,246 | ||||||||
Customer deposits | 199 | ||||||||
Deferred tax liability | 282 | ||||||||
Revolving credit facility | 488 | ||||||||
Accrued dilapidations | 417 | ||||||||
Total liabilities acquired | 4,864 | ||||||||
Total fair value of net assets acquired | 10,886 | ||||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ | 13,340 | |||||||
(in thousands) | |||||||||
Purchase price paid as: | |||||||||
Cash | $ | 12,068 | |||||||
Working capital payable | 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, net | 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 as of March 31, 2014, assuming that the acquisitions above had each been completed on January 1, 2013: | ||||||||
(in thousands, except per share data) | 2014 | ||||||||
Revenue | $ | 300,851 | |||||||
Depreciation and amortization | $ | 9,358 | |||||||
Income from continuing operations | $ | 9,415 | |||||||
Net income attributable to Viad | $ | 22,297 | |||||||
Diluted net income per share | $ | 1.1 | |||||||
Basic net income per share | $ | 1.1 | |||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Components of Inventories | The components of inventories consisted of the following as of the respective periods: | |||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Work in process | $ | 18,934 | $ | 15,652 | ||||
Raw materials | 16,617 | 16,749 | ||||||
Inventories | $ | 35,551 | $ | 32,401 | ||||
Other_Current_Assets_Tables
Other Current Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Schedule of Other Current Assets | Other current assets consisted of the following as of the respective periods: | |||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Income tax receivable | $ | 5,076 | $ | 1,869 | ||||
Prepaid software maintenance | 2,564 | 1,934 | ||||||
Prepaid vendor payments | 3,735 | 2,689 | ||||||
Prepaid taxes | 1,212 | 1,416 | ||||||
Prepaid rent | 1,047 | 186 | ||||||
Prepaid other | 5,957 | 6,597 | ||||||
Other | 2,409 | 2,749 | ||||||
Other current assets | $ | 22,000 | $ | 17,440 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following as of the respective periods: | |||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Land and land interests | $ | 29,595 | $ | 30,360 | ||||
Buildings and leasehold improvements | 133,435 | 138,104 | ||||||
Equipment and other | 310,846 | 319,435 | ||||||
Gross property and equipment | 473,876 | 487,899 | ||||||
Less: accumulated depreciation | (283,337 | ) | (288,328 | ) | ||||
Property and equipment, net | $ | 190,539 | $ | 199,571 | ||||
Other_Investments_and_Assets_T
Other Investments and Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Investments, All Other Investments [Abstract] | ||||||||
Summary of other investments and assets | Other investments and assets consisted of the following as of the respective periods: | |||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Cash surrender value of life insurance | $ | 20,885 | $ | 20,866 | ||||
Self-insured liability receivable | 7,728 | 7,728 | ||||||
Workers’ compensation insurance security deposits | 4,250 | 4,250 | ||||||
Other | 7,688 | 7,830 | ||||||
Other investments and assets | $ | 40,551 | $ | 40,674 | ||||
Other_Current_Liabilities_Tabl
Other Current Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities, Current [Abstract] | ||||||||
Other Current Liabilities | Other current liabilities consisted of the following as of the respective periods: | |||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Continuing operations: | ||||||||
Self-insured liability accrual | $ | 6,467 | $ | 6,297 | ||||
Accrued sales and use taxes | 4,878 | 3,624 | ||||||
Accrued employee benefit costs | 4,037 | 3,215 | ||||||
Accrued dividends | 2,092 | 2,107 | ||||||
Current portion of pension liability | 1,729 | 1,641 | ||||||
Accrued professional fees | 1,531 | 1,228 | ||||||
Accrued acquisition liability | 1,458 | 1,232 | ||||||
Deferred rent | 1,379 | 783 | ||||||
Accrued foreign income taxes | 1,139 | 2,370 | ||||||
Accrued rebates | 985 | 1,600 | ||||||
Accrued restructuring | 975 | 1,154 | ||||||
Other | 7,200 | 1,605 | ||||||
Total continuing operations | 33,870 | 26,856 | ||||||
Discontinued operations: | ||||||||
Environmental remediation liabilities | 306 | 350 | ||||||
Self-insured liability accrual | 204 | 173 | ||||||
Other | 426 | 408 | ||||||
Total discontinued operations | 936 | 931 | ||||||
Other current liabilities | $ | 34,806 | $ | 27,787 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Summary of the goodwill balances by component and segment | The changes in the carrying amount of goodwill for the three months ended March 31, 2015 were as follows: | |||||||||||||||
(in thousands) | Marketing & | Marketing & | Travel & | Total | ||||||||||||
Events U.S. | Events | Recreation | ||||||||||||||
International | Group | |||||||||||||||
Balance at December 31, 2014 | $ | 110,618 | $ | 42,221 | $ | 41,358 | $ | 194,197 | ||||||||
Purchase price allocation adjustments | 762 | 211 | — | 973 | ||||||||||||
Foreign currency translation adjustments | — | (2,837 | ) | (3,695 | ) | (6,532 | ) | |||||||||
Balance at March 31, 2015 | $ | 111,380 | $ | 39,595 | $ | 37,663 | $ | 188,638 | ||||||||
Summary of other intangible assets | A summary of other intangible assets is presented below: | |||||||||||||||
March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||
(in thousands) | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||
Value | Amortization | Value | Amortization | |||||||||||||
Amortized intangible assets: | ||||||||||||||||
Customer contracts and relationships | $ | 39,940 | $ | (4,074 | ) | $ | 41,624 | $ | (2,961 | ) | ||||||
Other | 4,475 | (1,054 | ) | 4,576 | (732 | ) | ||||||||||
Total amortized intangible assets | 44,415 | (5,128 | ) | 46,200 | (3,693 | ) | ||||||||||
Unamortized intangible assets: | ||||||||||||||||
Business licenses | 460 | — | 460 | — | ||||||||||||
Other intangible assets | $ | 44,875 | $ | (5,128 | ) | $ | 46,660 | $ | (3,693 | ) | ||||||
Estimated amortization expense related to amortized intangible assets | Estimated amortization expense related to amortized intangible assets for future years is expected to be as follows: | |||||||||||||||
(in thousands) | ||||||||||||||||
Remainder of 2015 | $ | 5,732 | ||||||||||||||
2016 | $ | 6,511 | ||||||||||||||
2017 | $ | 5,698 | ||||||||||||||
2018 | $ | 4,735 | ||||||||||||||
2019 | $ | 4,355 | ||||||||||||||
Thereafter | $ | 12,256 | ||||||||||||||
Other_Deferred_Liabilities_Tab
Other Deferred Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other deferred items and liabilities | Other deferred items and liabilities consisted of the following as of the respective periods: | |||||||
(in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Continuing operations: | ||||||||
Self-insured liability accrual | $ | 13,735 | $ | 13,525 | ||||
Self-insured excess liability | 7,728 | 7,728 | ||||||
Accrued compensation | 6,513 | 6,824 | ||||||
Deferred rent income | 4,161 | 2,787 | ||||||
Foreign deferred tax liability | 1,849 | 2,135 | ||||||
Accrued restructuring | 452 | 555 | ||||||
Other | 4,100 | 5,117 | ||||||
Total continuing operations | 38,538 | 38,671 | ||||||
Discontinued operations: | ||||||||
Environmental remediation liabilities | 4,411 | 4,395 | ||||||
Self-insured liability accrual | 4,227 | 4,327 | ||||||
Accrued income taxes | 948 | 1,119 | ||||||
Other | 1,156 | 1,250 | ||||||
Total discontinued operations | 10,742 | 11,091 | ||||||
Other deferred items and liabilities | $ | 49,280 | $ | 49,762 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis | The fair value information related to these assets is summarized in the following tables: | |||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
(in thousands) | March 31, | Quoted Prices in | Significant | Significant | ||||||||||||
2015 | Active | Other | Unobserved | |||||||||||||
Markets | Observable | Inputs | ||||||||||||||
(Level 1) | Inputs | (Level 3) | ||||||||||||||
(Level 2) | ||||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 12,619 | $ | 12,619 | $ | — | $ | — | ||||||||
Other mutual funds | 2,580 | 2,580 | — | — | ||||||||||||
Total assets at fair value | $ | 15,199 | $ | 15,199 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout contingent consideration liability | (988 | ) | — | — | (988 | ) | ||||||||||
Total liabilities at fair value on a recurring basis | $ | (988 | ) | $ | — | $ | — | $ | (988 | ) | ||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
(in thousands) | December 31, | Quoted Prices | Significant | Significant | ||||||||||||
2014 | in Active | Other | Unobserved | |||||||||||||
Markets | Observable | Inputs | ||||||||||||||
(Level 1) | Inputs | (Level 3) | ||||||||||||||
(Level 2) | ||||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 8,518 | $ | 8,518 | $ | — | $ | — | ||||||||
Other mutual funds | 2,536 | 2,536 | — | — | ||||||||||||
Total assets at fair value | $ | 11,054 | $ | 11,054 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Earnout contingent consideration liability | (1,210 | ) | — | — | (1,210 | ) | ||||||||||
Total liabilities at fair value on a recurring basis | $ | (1,210 | ) | $ | — | $ | — | $ | (1,210 | ) | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Reconciliation of Stockholders' Equity to Noncontrolling Interests | The following represents a reconciliation of the carrying amounts of stockholders’ equity attributable to Viad and the noncontrolling interest for the three months ended March 31, 2015 and 2014: | ||||||||||||||||
(in thousands) | Total Viad | Noncontrolling | Total | ||||||||||||||
Stockholders’ | Interest | Stockholders’ | |||||||||||||||
Equity | Equity | ||||||||||||||||
Balance at December 31, 2014 | $ | 335,387 | $ | 12,315 | $ | 347,702 | |||||||||||
Net loss | (2,056 | ) | (64 | ) | (2,120 | ) | |||||||||||
Dividends on common stock | (2,000 | ) | — | (2,000 | ) | ||||||||||||
Common stock purchased for treasury | (4,702 | ) | — | (4,702 | ) | ||||||||||||
Employee benefit plans | 1,786 | — | 1,786 | ||||||||||||||
Unrealized foreign currency translation adjustment | (17,579 | ) | — | (17,579 | ) | ||||||||||||
Tax benefits from share-based compensation | 283 | — | 283 | ||||||||||||||
Other changes to accumulated other comprehensive income | 241 | — | 241 | ||||||||||||||
Other | (97 | ) | — | (97 | ) | ||||||||||||
Balance at March 31, 2015 | $ | 311,263 | $ | 12,251 | $ | 323,514 | |||||||||||
(in thousands) | Total Viad | Noncontrolling | Total | ||||||||||||||
Stockholders’ | Interest | Stockholders’ | |||||||||||||||
Equity | Equity | ||||||||||||||||
Balance at December 31, 2013 | $ | 347,441 | $ | 9,102 | $ | 356,543 | |||||||||||
Net income | 21,882 | 2,537 | 24,419 | ||||||||||||||
Dividends on common stock | (32,517 | ) | — | (32,517 | ) | ||||||||||||
Common stock purchased for treasury | (1,042 | ) | — | (1,042 | ) | ||||||||||||
Employee benefit plans | 2,052 | — | 2,052 | ||||||||||||||
Unrealized foreign currency translation adjustment | (6,733 | ) | — | (6,733 | ) | ||||||||||||
ESOP allocation adjustment | 44 | — | 44 | ||||||||||||||
Other | 46 | 1 | 47 | ||||||||||||||
Balance at March 31, 2014 | $ | 331,173 | $ | 11,640 | $ | 342,813 | |||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (“AOCI”) by component were as follows: | ||||||||||||||||
(in thousands) | Unrealized Gains | Cumulative Foreign Currency Translation Adjustments | Unrecognized Net Actuarial Loss and Prior Service Credit, Net | Accumulated | |||||||||||||
on Investments | Other | ||||||||||||||||
Comprehensive | |||||||||||||||||
Income | |||||||||||||||||
Balance at December 31, 2014 | $ | 471 | $ | 12,415 | $ | (13,280 | ) | $ | (394 | ) | |||||||
Other comprehensive income (loss) before reclassifications | 177 | (17,579 | ) | — | (17,402 | ) | |||||||||||
Amounts reclassified from AOCI, net of tax | (17 | ) | — | (114 | ) | (131 | ) | ||||||||||
Net other comprehensive income (loss) | 160 | (17,579 | ) | (114 | ) | (17,533 | ) | ||||||||||
Balance at March 31, 2015 | $ | 631 | $ | (5,164 | ) | $ | (13,394 | ) | $ | (17,927 | ) | ||||||
Reclassification out of Accumulated Other Comprehensive Income | The following table presents information about reclassification adjustments out of AOCI for the three months ended March 31: | ||||||||||||||||
Affected Line Item in the | |||||||||||||||||
Statement Where Net | |||||||||||||||||
(in thousands) | 2015 | 2014 | Income is Presented | ||||||||||||||
Unrealized gains on investments | $ | 27 | $ | 21 | Interest income | ||||||||||||
Tax effect | (10 | ) | (8 | ) | Income taxes | ||||||||||||
$ | 17 | $ | 13 | ||||||||||||||
Recognized net actuarial loss(1) | $ | (75 | ) | $ | (205 | ) | |||||||||||
Amortization of prior service credit(1) | 139 | 148 | |||||||||||||||
Tax effect | 50 | 21 | Income taxes | ||||||||||||||
$ | 114 | $ | (36 | ) | |||||||||||||
(1) Amount included in pension expense. Refer to Note 16, Pension and Postretirement Benefits. |
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Reconciliation of basic and diluted income per share | The following are the components of basic and diluted income per share: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(in thousands, except per share data) | 2015 | 2014 | ||||||
Net income (loss) attributable to Viad (diluted) | $ | (2,056 | ) | $ | 21,882 | |||
Less: Allocation to non-vested shares | — | (424 | ) | |||||
Net income (loss) allocated to Viad common stockholders (basic) | $ | (2,056 | ) | $ | 21,458 | |||
Basic weighted-average outstanding common shares | 19,736 | 19,949 | ||||||
Additional dilutive shares related to share-based compensation | — | 381 | ||||||
Diluted weighted-average outstanding shares | 19,736 | 20,330 | ||||||
Income (loss) per share: | ||||||||
Basic income (loss) attributable to Viad common stockholders | $ | (0.10 | ) | $ | 1.08 | |||
Diluted income (loss) attributable to Viad common stockholders(1) | $ | (0.10 | ) | $ | 1.08 | |||
(1) Diluted income per share amount cannot exceed basic income per share. |
Pension_and_Postretirement_Ben1
Pension and Postretirement Benefits (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||
Components of net periodic benefit cost and other amounts recognized in other comprehensive income of Viad's postretirement benefit plans | The net periodic benefit cost of Viad’s pension and postretirement plans for the three months ended March 31, included the following components: | ||||||||||||||||||||||||
Domestic Plans | |||||||||||||||||||||||||
Pension Plans | Postretirement Benefit Plans | Foreign Pension Plans | |||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Service cost | $ | 25 | $ | 23 | $ | 43 | $ | 34 | $ | 128 | $ | 104 | |||||||||||||
Interest cost | 251 | 280 | 177 | 176 | 127 | 160 | |||||||||||||||||||
Expected return on plan assets | (111 | ) | (103 | ) | — | — | (149 | ) | (161 | ) | |||||||||||||||
Amortization of prior service credit | — | — | (91 | ) | (148 | ) | — | — | |||||||||||||||||
Recognized net actuarial loss | 125 | 104 | 139 | 101 | 2 | 3 | |||||||||||||||||||
Net periodic benefit cost | $ | 290 | $ | 304 | $ | 268 | $ | 163 | $ | 108 | $ | 106 | |||||||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Reconciliation of beginning and ending liability balances by major restructuring activity | The table below represents a reconciliation of beginning and ending liability balances by major restructuring activity: | |||||||||||||||
Marketing & Events | Other Restructurings | |||||||||||||||
Group Consolidation | ||||||||||||||||
(in thousands) | Severance & | Facilities | Severance & | Total | ||||||||||||
Employee | Employee | |||||||||||||||
Benefits | Benefits | |||||||||||||||
Balance at December 31, 2014 | $ | 543 | $ | 1,161 | $ | 240 | $ | 1,944 | ||||||||
Restructuring charges (recoveries) | 128 | 98 | (10 | ) | 216 | |||||||||||
Cash payments | (301 | ) | (302 | ) | — | (603 | ) | |||||||||
Adjustment to liability | — | — | (130 | ) | (130 | ) | ||||||||||
Balance at March 31, 2015 | $ | 370 | $ | 957 | $ | 100 | $ | 1,427 | ||||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Reconciliation of income statement items from reportable segments | Disclosures regarding Viad’s reportable segments with reconciliations to consolidated totals are as follows: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
(in thousands) | 2015 | 2014 | ||||||
Revenue: | ||||||||
Marketing & Events Group: | ||||||||
U.S. | $ | 192,943 | $ | 221,395 | ||||
International | 65,236 | 58,718 | ||||||
Intersegment eliminations | (1,251 | ) | (2,290 | ) | ||||
Total Marketing & Events Group | 256,928 | 277,823 | ||||||
Travel & Recreation Group | 7,468 | 7,818 | ||||||
Total revenue | $ | 264,396 | $ | 285,641 | ||||
Segment operating income (loss): | ||||||||
Marketing & Events Group: | ||||||||
U.S. | $ | 2,637 | $ | 15,851 | ||||
International | 1,047 | 2,319 | ||||||
Total Marketing & Events Group | 3,684 | 18,170 | ||||||
Travel & Recreation Group | (4,809 | ) | (4,809 | ) | ||||
Segment operating income (loss) | (1,125 | ) | 13,361 | |||||
Corporate activities | (2,810 | ) | (2,039 | ) | ||||
Operating income (loss) | (3,935 | ) | 11,322 | |||||
Interest income | 63 | 65 | ||||||
Interest expense | (1,151 | ) | (298 | ) | ||||
Restructuring (charges) recoveries: | ||||||||
Marketing & Events U.S. | (88 | ) | 38 | |||||
Marketing & Events International | (138 | ) | (530 | ) | ||||
Travel & Recreation Group | 6 | 206 | ||||||
Corporate | 4 | 75 | ||||||
Income (loss) from continuing operations before income taxes | $ | (5,239 | ) | $ | 10,878 | |||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following summarizes Glacier Park’s expired concession contract operating results, which are presented in income (loss) from discontinued operations, net of tax, in Viad’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2014: | ||||||||
(in thousands) | |||||||||
Total revenue | $ | — | |||||||
Costs and expenses | (68 | ) | |||||||
Income (loss) from discontinued operations, before income taxes | (68 | ) | |||||||
Income tax (expense) benefit | 20 | ||||||||
Income (loss) from discontinued operations, net of tax | (48 | ) | |||||||
Gain on sale of discontinued operations, net of tax | 15,286 | ||||||||
Income from discontinued operations | 15,238 | ||||||||
Income from discontinued operations attributable to noncontrolling interest | (2,668 | ) | |||||||
Income from discontinued operations attributable to Viad | $ | 12,570 | |||||||
Reconciliation of Noncontrolling Interest, Income Statement | The following is a reconciliation of net income attributable to the noncontrolling interest for the three months ended March 31: | ||||||||
(in thousands) | 2015 | 2014 | |||||||
Income (loss) from continuing operations | $ | (64 | ) | $ | (131 | ) | |||
Income from discontinued operations | — | 2,668 | |||||||
Net income (loss) attributable to noncontrolling interest | $ | (64 | ) | $ | 2,537 | ||||
Basis_of_Presentation_and_Prin2
Basis of Presentation and Principles of Consolidation - Narrative (Details) (Glacier Park Inc) | 3 Months Ended |
Mar. 31, 2015 | |
Lodges | |
Glacier Park Inc | |
Business Acquisition [Line Items] | |
Ownership Percentage by Parent | 80.00% |
Number of Lodges | 7 |
Lease term | 42 years |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Share-Based Compensation Expenses (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Summary of share-based compensation expense | ||
Share-based compensation before income tax benefit | $1,231 | $391 |
Income tax benefit | -462 | -152 |
Share-based compensation, net of income tax benefit | 769 | 239 |
Restricted stock | ||
Summary of share-based compensation expense | ||
Share-based compensation before income tax benefit | 594 | 654 |
Performance unit incentive plan (“PUPâ€) | ||
Summary of share-based compensation expense | ||
Share-based compensation before income tax benefit | 612 | -231 |
Restricted stock units | ||
Summary of share-based compensation expense | ||
Share-based compensation before income tax benefit | $25 | ($32) |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Liability Based Award Activity (Details) (Liability Based Awards, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Shares | 328,602 |
Granted, Shares | 73,000 |
Vested, Shares | -100,970 |
Forfeited or Cancelled, Shares | -8,700 |
Ending Balance, Shares | 291,932 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value | $23.30 |
Granted, Weighted-Average Grant Date Fair Value | $27.36 |
Vested, Weighted-Average Grant Date Fair Value | $20.61 |
Forfeited or Cancelled, Weighted-Average Grant Date Fair Value | $23.12 |
Ending Balance, Weighted-Average Grant Date Fair Value | $25.26 |
Performance unit incentive plan (“PUPâ€) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Shares | 267,120 |
Granted, Shares | 82,300 |
Vested, Shares | -103,555 |
Forfeited or Cancelled, Shares | -14,200 |
Ending Balance, Shares | 231,665 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value | $23.51 |
Granted, Weighted-Average Grant Date Fair Value | $27.35 |
Vested, Weighted-Average Grant Date Fair Value | $20.60 |
Forfeited or Cancelled, Weighted-Average Grant Date Fair Value | $23.67 |
Ending Balance, Weighted-Average Grant Date Fair Value | $26.17 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Shares | 25,370 |
Granted, Shares | 4,800 |
Vested, Shares | -11,123 |
Forfeited or Cancelled, Shares | 0 |
Ending Balance, Shares | 19,047 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value | $23.17 |
Granted, Weighted-Average Grant Date Fair Value | $27.35 |
Vested, Weighted-Average Grant Date Fair Value | $20.61 |
Forfeited or Cancelled, Weighted-Average Grant Date Fair Value | $0 |
Ending Balance, Weighted-Average Grant Date Fair Value | $25.72 |
ShareBased_Compensation_Summar2
Share-Based Compensation - Summary of Stock Option Activity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Summary of stock option activity | |
Options outstanding, Beginning Balance, Shares | 247,590 |
Exercised, Shares | -13,525 |
Shares Forfeited or Expired | -129,741 |
Options outstanding, Ending Balance, Shares | 104,324 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Options outstanding, Beginning Balance, Weighted Average Exercise Price | $17.82 |
Exercised, Weighted Average Exercise Price | $16.62 |
Weighted Average Exercise Price Forfeited | $18.91 |
Options outstanding, Ending Balance, Weighted Average Exercise Price | $17.62 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Options outstanding, Beginning Balance, Options Exercisable | 247,590 |
Options outstanding, Ending Balance, Options Exercisable | 104,324 |
ShareBased_Compensation_Narrat
Share-Based Compensation - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | |||||
Jan. 24, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Share-based compensation before income tax benefit | ($1,231,000) | ($391,000) | ||||||
Common Stock, Dividends, Per Share, Declared | $1.50 | $0.10 | $1.60 | |||||
Dividends, Common Stock | 30,500,000 | |||||||
Repurchase of Common Stock for Employee Tax Withholding Obligations amount, shares | 32,806 | 44,358 | ||||||
Repurchase of Common Stock for Employee Tax Withholding Obligations amount | 900,000 | 1,000,000 | ||||||
Shares Available for Grant | 954,695 | 954,695 | ||||||
Restricted Stock | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Payments To Employees | 300,000 | 200,000 | ||||||
Liabilities related to restricted stock | 200,000 | 200,000 | 500,000 | |||||
Performance unit incentive plan (“PUPâ€) | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Share-based compensation before income tax benefit | -612,000 | 231,000 | ||||||
Award vesting period | 3 years | |||||||
Payments To Employees | 2,400,000 | 2,900,000 | ||||||
Restricted Stock | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Recognition Period of Unrecognized cost | 2 years | |||||||
Restricted stock units | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Share-based compensation before income tax benefit | -25,000 | 32,000 | ||||||
Unamortized cost | 4,300,000 | 4,300,000 | ||||||
Stock options | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Unamortized cost | 0 | 0 | ||||||
Restructuring Charges | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Share-based compensation before income tax benefit | -40,000 | |||||||
Performance unit incentive plan (“PUPâ€) | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Liability awards recorded | $1,300,000 | $1,300,000 | $3,500,000 |
Acquisition_of_Businesses_Sche
Acquisition of Businesses - Schedule of Recognized Assets Acquired and Liabilities Assumed (Details) | 3 Months Ended | 0 Months Ended | ||||||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Nov. 24, 2014 | Nov. 24, 2014 | Oct. 07, 2014 | Oct. 07, 2014 | Jul. 01, 2014 | Sep. 16, 2014 | Sep. 16, 2014 |
USD ($) | USD ($) | USD ($) | N200 Limited and Affiliates | N200 Limited and Affiliates | Travel Planners, Inc | onPeak LLC | West Glacier, Apgar Village, and other operations | Blitz Communication Group Limited | Blitz Communication Group Limited | |
USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | ||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $12,068 | € 9,700 | $33,674 | $42,950 | $16,500 | $24,416 | £ 15,000 | |||
Additional purchase price payable upon tax election | 1,300 | |||||||||
Cash acquired | -943 | -4,204 | -4,064 | -190 | ||||||
Working capital adjustment | 458 | -279 | ||||||||
Contingent consideration | 1,145 | |||||||||
Purchase price, net of cash acquired | -279 | 0 | 12,728 | 30,491 | 38,886 | 24,226 | ||||
Accounts receivable, net | 1,732 | 1,450 | 4,008 | 264 | ||||||
Inventory | 46 | 433 | ||||||||
Prepaid expenses | 115 | 120 | 640 | 410 | ||||||
Property and equipment, net | 1,280 | 93 | 2,450 | 5,951 | ||||||
Other non-current assets | 309 | |||||||||
Intangible assets | 3,682 | 14,400 | 14,100 | 8,692 | ||||||
Total assets acquired | 6,855 | 16,063 | 21,507 | 15,750 | ||||||
Accounts payable | 421 | 488 | 738 | 1,232 | ||||||
Accrued liabilities | 1,057 | 1,557 | 3,341 | 2,246 | ||||||
Customer deposits | 569 | 4,525 | 4,225 | 199 | ||||||
Deferred tax liability | 911 | 1,576 | 282 | |||||||
Revolving credit facility | 488 | |||||||||
Accrued dilapidations | 417 | |||||||||
Other liabilities | -106 | -128 | -309 | |||||||
Total liabilities acquired | -3,064 | -6,698 | -10,189 | -4,864 | ||||||
Total fair value of net assets acquired | 3,791 | 9,365 | 11,318 | 10,886 | ||||||
Excess purchase price over fair value of net assets acquired (“goodwillâ€) | $188,638 | $194,197 | $8,937 | $21,126 | $27,568 | $13,340 |
Acquisition_of_Businesses_Unau
Acquisition of Businesses - Unaudited Pro Forma (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Business Combinations [Abstract] | |
Revenue | $300,851 |
Depreciation and amortization | 9,358 |
Income from continuing operations | 9,415 |
Net income attributable to Viad | $22,297 |
Diluted net income (USD per share) | $1.10 |
Basic net income (USD per share) | $1.10 |
Acquisition_of_Businesses_Narr
Acquisition of Businesses - Narrative (Details) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Mar. 31, 2015 | Jul. 01, 2014 | Mar. 31, 2015 | Jul. 31, 2014 | Sep. 16, 2014 | Sep. 16, 2014 | Mar. 31, 2015 | Oct. 07, 2014 | Mar. 31, 2015 | Oct. 07, 2014 | Mar. 31, 2015 | Nov. 24, 2014 | Nov. 24, 2014 | Sep. 16, 2014 | Mar. 31, 2015 | |
USD ($) | West Glacier, Apgar Village, and other operations | West Glacier, Apgar Village, and other operations | West Glacier, Apgar Village, and other operations | Blitz Communication Group Limited | Blitz Communication Group Limited | Blitz Communication Group Limited | onPeak LLC | onPeak LLC | Travel Planners, Inc | Travel Planners, Inc | N200 Limited and Affiliates | N200 Limited and Affiliates | N200 Limited and Affiliates | N200 Limited and Affiliates | |
USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | |||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price | $16,500,000 | $24,416,000 | £ 15,000,000 | $42,950,000 | $33,674,000 | $12,068,000 | € 9,700,000 | ||||||||
Liability for working capital adjustment | 300,000 | ||||||||||||||
Acquisition adjustment for assets acquired and liabilities assumed | 0 | ||||||||||||||
Acquisition adjustment for property, plant, and equipment | 100,000 | ||||||||||||||
Acquisition adjustment for intangibles | 700,000 | 16,000 | 200,000 | 600,000 | -100,000 | ||||||||||
Acquisition adjustment for accrued dilapidations | 200,000 | ||||||||||||||
Acquisition adjustment for deferred taxes | 41,000 | 38,000 | -20,000 | ||||||||||||
Acquisition adjustment for goodwill | -1,000,000 | 200,000 | -200,000 | -600,000 | -300,000 | ||||||||||
Goodwill expected to be tax deductible, term of recognition | 15 years | 15 years | 15 years | 15 years | 15 years | 15 years | |||||||||
Intangible assets | 8,692,000 | 14,100,000 | 14,400,000 | 3,682,000 | |||||||||||
Weighted average useful life of intangibles | 6 years 10 months 24 days | 6 years 10 months 24 days | 9 years 10 months 24 days | 7 years 4 months 24 days | |||||||||||
Escrow deposit | 4,100,000 | 8,800,000 | |||||||||||||
Goodwill deductible | 9,300,000 | ||||||||||||||
Working capital adjustment | -279,000 | 458,000 | |||||||||||||
Contingent liability | 1,300,000 | 1,000,000 | |||||||||||||
Acquisition adjustment for contingent consideration | 100,000 | ||||||||||||||
Acquisition adjustment for working capital payable | 500,000 | ||||||||||||||
Acquisition adjustment for accounts payable | 15,000 | ||||||||||||||
Acquisition adjustment for accrued liabilities | $100,000 |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Components of Inventories | ||
Work in process | $18,934 | $15,652 |
Raw materials | 16,617 | 16,749 |
Inventories | $35,551 | $32,401 |
Other_Current_Assets_Details
Other Current Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $5,076 | $1,869 |
Prepaid software maintenance | 2,564 | 1,934 |
Prepaid vendor payments | 3,735 | 2,689 |
Prepaid taxes | 1,212 | 1,416 |
Prepaid rent | 1,047 | 186 |
Prepaid other | 5,957 | 6,597 |
Other | 2,409 | 2,749 |
Other current assets | $22,000 | $17,440 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property and Equipment | ||
Gross property and equipment | $473,876 | $487,899 |
Less: accumulated depreciation | -283,337 | -288,328 |
Property and equipment, net | 190,539 | 199,571 |
Land and land interests | ||
Property and Equipment | ||
Gross property and equipment | 29,595 | 30,360 |
Buildings and leasehold improvements | ||
Property and Equipment | ||
Gross property and equipment | 133,435 | 138,104 |
Equipment and other | ||
Property and Equipment | ||
Gross property and equipment | $310,846 | $319,435 |
Property_and_Equipment_Narrati
Property and Equipment - Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $6.70 | $6.50 |
Other_Investments_and_Assets_S
Other Investments and Assets - Summary of Other Investments and Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Investments, All Other Investments [Abstract] | ||
Cash surrender value of life insurance | $20,885 | $20,866 |
Self-insured liability receivable | 7,728 | 7,728 |
Workers’ compensation insurance security deposits | 4,250 | 4,250 |
Other | 7,688 | 7,830 |
Other investments and assets | $40,551 | $40,674 |
Other_Current_Liabilities_Sche
Other Current Liabilities - Schedule of Other Current Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Continuing operations: | ||
Self-insured liability accrual | $6,467 | $6,297 |
Accrued sales and use taxes | 4,878 | 3,624 |
Accrued employee benefit costs | 4,037 | 3,215 |
Accrued dividends | 2,092 | 2,107 |
Current portion of pension liability | 1,729 | 1,641 |
Accrued professional fees | 1,531 | 1,228 |
Accrued acquisition liability | 1,458 | 1,232 |
Deferred rent | 1,379 | 783 |
Accrued foreign income taxes | 1,139 | 2,370 |
Accrued rebates | 985 | 1,600 |
Accrued restructuring | 975 | 1,154 |
Other | 7,200 | 1,605 |
Total continuing operations | 33,870 | 26,856 |
Discontinued operations: | ||
Environmental remediation liabilities | 306 | 350 |
Self-insured liability accrual | 204 | 173 |
Other | 426 | 408 |
Total discontinued operations | 936 | 931 |
Other current liabilities | $34,806 | $27,787 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Summary of Goodwill Balances by Component and Segment (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | $194,197 |
Purchase price allocation adjustments | 973 |
Foreign currency translation adjustments | -6,532 |
Balance at March 31, 2015 | 188,638 |
Marketing & Events U.S. | |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | 110,618 |
Purchase price allocation adjustments | 762 |
Foreign currency translation adjustments | 0 |
Balance at March 31, 2015 | 111,380 |
Marketing & Events International | |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | 42,221 |
Purchase price allocation adjustments | 211 |
Foreign currency translation adjustments | -2,837 |
Balance at March 31, 2015 | 39,595 |
Travel & Recreation Group | |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | 41,358 |
Purchase price allocation adjustments | 0 |
Foreign currency translation adjustments | -3,695 |
Balance at March 31, 2015 | $37,663 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | $44,415 | $46,200 |
Accumulated Amortization | -5,128 | -3,693 |
Intangible Assets, Gross (Excluding Goodwill) | 44,875 | 46,660 |
Customer contracts and relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 39,940 | 41,624 |
Accumulated Amortization | -4,074 | -2,961 |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 4,475 | 4,576 |
Accumulated Amortization | -1,054 | -732 |
Business licenses | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | 0 | 0 |
Unamortized intangible assets, Gross Carrying Value | $460 | $460 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Amortized Intangible Assets (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Estimated amortization expense related to amortized intangible assets | |
Remainder of 2015 | $5,732 |
2016 | 6,511 |
2017 | 5,698 |
2018 | 4,735 |
2019 | 4,355 |
Thereafter | $12,256 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Acquisition adjustment for goodwill | $1 | |
Acquisition adjustment for intangibles | 0.7 | |
Intangible asset amortization expense | $2 | $0.30 |
Other_Deferred_Liabilities_Sch
Other Deferred Liabilities - Schedule of Other Deferred Items and Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Continuing operations: | ||
Self-insured liability accrual | $13,735 | $13,525 |
Self-insured excess liability | 7,728 | 7,728 |
Accrued compensation | 6,513 | 6,824 |
Deferred rent income | 4,161 | 2,787 |
Foreign deferred tax liability | 1,849 | 2,135 |
Accrued restructuring | 452 | 555 |
Other | 4,100 | 5,117 |
Total continuing operations | 38,538 | 38,671 |
Discontinued operations: | ||
Environmental remediation liabilities | 4,411 | 4,395 |
Self-insured liability accrual | 4,227 | 4,327 |
Accrued income taxes | 948 | 1,119 |
Other | 1,156 | 1,250 |
Total discontinued operations | 10,742 | 11,091 |
Other deferred items and liabilities | $49,280 | $49,762 |
Debt_Schedule_of_Long_Term_Deb
Debt - Schedule of Long Term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Revolving Credit agreement, 2.2% and 2.4% weighted-average interest rate at March 31, 2015 and December 31, 2014, respectively, due through 2019 | $136,375 | $139,500 |
Capital lease obligations, 6.0% weighted-average interest at both March 31, 2015 and December 31, 2014, due through 2018 | 1,405 | 1,520 |
Total debt | 137,780 | 141,020 |
Current portion | -29,361 | -27,856 |
Long-term debt and capital lease obligations | $108,419 | $113,164 |
Debt_Narrative_Details
Debt - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | Oct. 10, 2014 | |
Line of Credit Facility [Line Items] | ||||
Interest rate on credit facility | 2.20% | 2.40% | ||
Weighted interest rate on long term debt | 6.00% | 6.00% | ||
Fixed charge coverage ratio | 2.17 | 2.61 | ||
Leverage ratio | 2.07 | 1.73 | ||
Balance of long term debt | $137,780,000 | $141,020,000 | ||
Revolving Credit agreement, 2.2% and 2.4% weighted-average interest rate at March 31, 2015 and December 31, 2014, respectively, due through 2019 | 136,375,000 | 139,500,000 | ||
Capital lease obligations, 6.0% weighted-average interest at both March 31, 2015 and December 31, 2014, due through 2018 | 1,405,000 | 1,520,000 | ||
Remaining borrowing capacity on line of credit | 158,700,000 | |||
Letters of credit outstanding | 1,800,000 | |||
Commitment fee percentage on line of credit | 0.35% | |||
Maximum potential amount of future payments | 4,100,000 | |||
Recourse provisions | There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees | |||
Collateral on line of credit | Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments. | |||
Fair value of debt | 121,700,000 | 123,000,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving Credit agreement, 2.2% and 2.4% weighted-average interest rate at March 31, 2015 and December 31, 2014, respectively, due through 2019 | 14,500,000 | 14,500,000 | ||
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Revolving Credit agreement, 2.2% and 2.4% weighted-average interest rate at March 31, 2015 and December 31, 2014, respectively, due through 2019 | 121,900,000 | 125,000,000 | ||
Amended and Restated Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Fixed charge coverage ratio | 1.75 | |||
Leverage ratio | 3 | |||
Annual share repurchase limit | 20,000,000 | |||
Leverage ratio required for dividend or share activity | 2 | |||
Required level of restricted cash | 100,000,000 | |||
Amended and Restated Credit Agreement | Top Tier Foreign Subsidiaries | ||||
Line of Credit Facility [Line Items] | ||||
Percent of lenders security interest on capital stock foreign subsidiary | 65.00% | |||
2011 Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Balance of long term debt | 137,800,000 | |||
Maximum | Amended and Restated Credit Agreement | Senior Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | 300,000,000 | |||
Maximum | Amended and Restated Credit Agreement | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | 175,000,000 | |||
Additional borrowing capacity on line of credit | 100,000,000 | |||
Line of Credit borrowings used to support letter of credit | 40,000,000 | |||
Maximum | Amended and Restated Credit Agreement | Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | 125,000,000 | |||
Maximum | Amended 2014 Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | $180,000,000 | |||
First Debt Covenant Trigger | Amended and Restated Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Fixed charge coverage ratio | 2 | |||
Leverage ratio | 2.75 | |||
Second Debt Covenant Trigger | Amended and Restated Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Leverage ratio | 2.5 |
Fair_Value_Measurements_Recurr
Fair Value Measurements - Recurring and Nonrecurring Basis (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Measurements, Recurring | ||
Fair value information related to assets | ||
Assets | $15,199 | $11,054 |
Liabilities | -988 | -1,210 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair value information related to assets | ||
Assets | 12,619 | 8,518 |
Fair Value, Measurements, Recurring | Other mutual funds | ||
Fair value information related to assets | ||
Assets | 2,580 | 2,536 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | 15,199 | 11,054 |
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Money market funds | ||
Fair value information related to assets | ||
Assets | 12,619 | 8,518 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Other mutual funds | ||
Fair value information related to assets | ||
Assets | 2,580 | 2,536 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Other mutual funds | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobserved Inputs (Level 3) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Liabilities | -988 | -1,210 |
Fair Value, Measurements, Recurring | Significant Unobserved Inputs (Level 3) | Money market funds | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobserved Inputs (Level 3) | Other mutual funds | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Earnout contingent consideration liability | ||
Fair value information related to assets | ||
Liabilities | -1,210 | |
Earnout contingent consideration liability | Fair Value, Measurements, Recurring | ||
Fair value information related to assets | ||
Liabilities | -988 | |
Earnout contingent consideration liability | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Liabilities | 0 | 0 |
Earnout contingent consideration liability | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair value information related to assets | ||
Liabilities | 0 | 0 |
Earnout contingent consideration liability | Fair Value, Measurements, Recurring | Significant Unobserved Inputs (Level 3) | ||
Fair value information related to assets | ||
Liabilities | ($988) | ($1,210) |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Cash and Cash Equivalents [Line Items] | ||
Unrealized gains on the investments after-tax | $631,000 | $471,000 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Unrealized gains on the investments | 0 | |
Other mutual funds | ||
Cash and Cash Equivalents [Line Items] | ||
Unrealized gains on the investments | 900,000 | 800,000 |
Fair Value, Measurements, Recurring | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Fair Value Disclosure | 15,199,000 | 11,054,000 |
Fair Value, Measurements, Recurring | Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Fair Value Disclosure | 12,619,000 | 8,518,000 |
Fair Value, Measurements, Recurring | Other mutual funds | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Fair Value Disclosure | $2,580,000 | $2,536,000 |
Stockholders_Equity_Reconcilia
Stockholders' Equity - Reconciliation of Stockholders' Equity to Noncontrolling Interests (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Noncontrolling Interest [Line Items] | ||||
Beginning Balance | $347,702 | $356,543 | ||
Net income (loss) | -2,120 | 24,419 | ||
Dividends on common stock | -2,000 | -32,517 | ||
Common stock purchased for treasury | -4,702 | -1,042 | ||
Employee benefit plans | 1,786 | 2,052 | ||
Tax benefits from shared-based compensation | 283 | |||
Unrealized foreign currency translation adjustments, net of tax(1) | -17,579 | [1] | -6,733 | [1] |
Unrealized gains on investments, net of tax(1) | 241 | |||
ESOP allocation adjustment | 44 | |||
Other | -97 | 47 | ||
Ending Balance | 323,514 | 342,813 | ||
Total Viad Equity | ||||
Noncontrolling Interest [Line Items] | ||||
Beginning Balance | 335,387 | 347,441 | ||
Net income (loss) | -2,056 | 21,882 | ||
Dividends on common stock | -2,000 | -32,517 | ||
Common stock purchased for treasury | -4,702 | -1,042 | ||
Employee benefit plans | 1,786 | 2,052 | ||
Tax benefits from shared-based compensation | 283 | |||
Unrealized foreign currency translation adjustments, net of tax(1) | -17,579 | -6,733 | ||
Unrealized gains on investments, net of tax(1) | 241 | |||
ESOP allocation adjustment | 44 | |||
Other | -97 | 46 | ||
Ending Balance | 311,263 | 331,173 | ||
Non-Controlling Interest | ||||
Noncontrolling Interest [Line Items] | ||||
Beginning Balance | 12,315 | 9,102 | ||
Net income (loss) | -64 | 2,537 | ||
Dividends on common stock | 0 | 0 | ||
Common stock purchased for treasury | 0 | 0 | ||
Employee benefit plans | 0 | 0 | ||
Tax benefits from shared-based compensation | 0 | |||
Unrealized foreign currency translation adjustments, net of tax(1) | 0 | 0 | ||
Unrealized gains on investments, net of tax(1) | 0 | |||
ESOP allocation adjustment | 0 | |||
Other | 0 | 1 | ||
Ending Balance | $12,251 | $11,640 | ||
[1] | The tax effect on other comprehensive income (loss) is not significant. |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance at December 31, 2014 | ($394) | |
Other comprehensive income (loss) before reclassifications | -17,402 | |
Amounts reclassified from AOCI, net of tax | -131 | |
Net other comprehensive income (loss) | -17,533 | |
Balance at March 31, 2015 | -17,927 | |
Unrealized Gains on Investments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance at December 31, 2014 | 471 | |
Other comprehensive income (loss) before reclassifications | 177 | |
Amounts reclassified from AOCI, net of tax | -17 | -13 |
Net other comprehensive income (loss) | 160 | |
Balance at March 31, 2015 | 631 | |
Cumulative Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance at December 31, 2014 | 12,415 | |
Other comprehensive income (loss) before reclassifications | -17,579 | |
Amounts reclassified from AOCI, net of tax | 0 | |
Net other comprehensive income (loss) | -17,579 | |
Balance at March 31, 2015 | -5,164 | |
Unrecognized Net Actuarial Loss and Prior Service Credit, Net | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance at December 31, 2014 | -13,280 | |
Other comprehensive income (loss) before reclassifications | 0 | |
Amounts reclassified from AOCI, net of tax | -114 | 36 |
Net other comprehensive income (loss) | -114 | |
Balance at March 31, 2015 | ($13,394) |
Stockholders_Equity_Reclassifi
Stockholders' Equity - Reclassification out of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Income Tax Expense (Benefit) | ($3,267) | $1,697 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 131 | |
Unrealized Gains on Investments | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax | 27 | 21 |
Income Tax Expense (Benefit) | -10 | -8 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 17 | 13 |
Unrecognized Net Actuarial Loss and Prior Service Credit, Net | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | -75 | -205 |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax | 139 | 148 |
Income Tax Expense (Benefit) | 50 | 21 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $114 | ($36) |
Income_Loss_Per_Share_Reconcil
Income (Loss) Per Share - Reconciliation of Basic and Diluted Income Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net income attributable to Viad | ($2,056) | $21,882 |
Less: Allocation to non-vested shares | 0 | -424 |
Net income allocated to Viad common stockholders | ($2,056) | $21,458 |
Denominator: | ||
Weighted-average outstanding common shares | 19,736 | 19,949 |
Additional dilutive shares related to share-based compensation | 0 | 381 |
Weighted-average outstanding and potentially dilutive shares | 19,736 | 20,330 |
Net income attributable to Viad common stockholders (USD per Share) | ($0.10) | $1.08 |
Net income attributable to Viad common stockholders (USD per share) | ($0.10) | $1.08 |
Income_Loss_Per_Share_Addition
Income (Loss) Per Share - Additional Information (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Per Share (Textual) [Abstract] | ||
Additional dilutive shares related to share-based compensation | 0 | 381 |
Stock options | ||
Income Per Share (Textual) [Abstract] | ||
Common stock shares effect would be anti-dilutive | 15 | 34 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 62.40% | 15.60% | |
Liability for uncertain tax positions from continuing operations | $1.30 | $1.30 | |
Liability for uncertain tax positions from discontinued operations | 1.1 | 1.1 | |
Liability for uncertain tax positions | 2.4 | 2.4 | |
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward expiration period | 10 years | ||
Tax credit carryforward | $12.70 | $21.80 |
Pension_and_Postretirement_Ben2
Pension and Postretirement Benefits - Components of net periodic benefit cost and other amounts recognized in other comprehensive income of Viad's postretirement benefit plans (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Pension Plans | ||
Net periodic benefit cost of pension and post retirement benefit plans | ||
Service cost | $25 | $23 |
Interest cost | 251 | 280 |
Expected return on plan assets | -111 | -103 |
Amortization of prior service credit | 0 | 0 |
Recognized net actuarial loss | 125 | 104 |
Net periodic benefit cost | 290 | 304 |
US Postretirement Benefit Plans | ||
Net periodic benefit cost of pension and post retirement benefit plans | ||
Service cost | 43 | 34 |
Interest cost | 177 | 176 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service credit | -91 | -148 |
Recognized net actuarial loss | 139 | 101 |
Net periodic benefit cost | 268 | 163 |
Foreign Pension Plans | ||
Net periodic benefit cost of pension and post retirement benefit plans | ||
Service cost | 128 | 104 |
Interest cost | 127 | 160 |
Expected return on plan assets | -149 | -161 |
Amortization of prior service credit | 0 | 0 |
Recognized net actuarial loss | 2 | 3 |
Net periodic benefit cost | $108 | $106 |
Pension_and_Postretirement_Ben3
Pension and Postretirement Benefits - Narrative (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Pension Plans | Funded Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in funded pension plans | $1.40 |
Pension Contributions | 0.3 |
Pension Plans | Unfunded Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in unfunded pension plans | 0.8 |
Pension Contributions | 0.2 |
US Postretirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in postretirement benefit plans | 1.1 |
Pension and Other Postretirement Benefit Contributions | $0.10 |
Restructuring_Charges_Reconcil
Restructuring Charges - Reconciliation of Beginning and Ending Liability Balances by Major Restructuring Activity (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation of beginning and ending liability balances by major restructuring activity | ||
Beginning Balance | $1,944 | |
Restructuring charges | 216 | 211 |
Restructuring liabilities | -603 | -1,860 |
Adjustment to liability | -130 | |
Closing Balance | 1,427 | |
Marketing & Events Group | ||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||
Restructuring charges | 88 | -38 |
Marketing & Events Group | Severance & Employee Benefits | ||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||
Beginning Balance | 543 | |
Restructuring charges | 128 | |
Restructuring liabilities | -301 | |
Adjustment to liability | 0 | |
Closing Balance | 370 | |
Marketing & Events Group | Facilities | ||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||
Beginning Balance | 1,161 | |
Restructuring charges | 98 | |
Restructuring liabilities | -302 | |
Adjustment to liability | 0 | |
Closing Balance | 957 | |
Other Restructuring | Severance & Employee Benefits | ||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||
Beginning Balance | 240 | |
Restructuring charges | -10 | |
Restructuring liabilities | 0 | |
Adjustment to liability | -130 | |
Closing Balance | $100 |
Litigation_Claims_Contingencie1
Litigation, Claims, Contingencies and Other (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Agreement | |
Loss Contingencies [Line Items] | |
Environmental remediation liability | $4,700,000 |
Maximum potential amount of future payments | 4,100,000 |
Guarantees relate to leased facilities expiry date | Oct-17 |
Recourse provision to recover guarantees | 0 |
Bargaining agreements | 100 |
Self insurance reserve | 20,200,000 |
Workers' compensation liability | 12,800,000 |
Self insurance reserve for general and auto | 7,400,000 |
Self insurance reserve on discontinued operations | 4,400,000 |
Payments for self insurance | 1,100,000 |
Self insurance reserve in which company is the primary obligor | 7,700,000 |
Self insurance reserve in which company is the primary obligor for workers compensation | 3,100,000 |
Self insurance reserve in which company is the primary obligor for general liability | 4,600,000 |
Minimum | |
Loss Contingencies [Line Items] | |
General range on claims | 200,000 |
Maximum | |
Loss Contingencies [Line Items] | |
General range on claims | $500,000 |
Segment_Information_Reconcilia
Segment Information - Reconciliation of Income Statement Items from Reportable Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reportable segments reconciliations: | ||
Total revenues | $264,396 | $285,641 |
Segment operating income (loss) | 3,935 | -11,322 |
Interest income | 63 | 65 |
Interest expense | -1,151 | -298 |
Restructuring charges | -216 | -211 |
Income (loss) from continuing operations before income taxes | -5,239 | 10,878 |
Marketing & Events Group | ||
Reportable segments reconciliations: | ||
Total revenues | 256,928 | 277,823 |
Segment operating income (loss) | -3,684 | -18,170 |
Restructuring charges | -88 | 38 |
Marketing & Events International | ||
Reportable segments reconciliations: | ||
Restructuring charges | -138 | -530 |
Travel & Recreation Group | ||
Reportable segments reconciliations: | ||
Total revenues | 7,468 | 7,818 |
Segment operating income (loss) | 4,809 | 4,809 |
Restructuring charges | 6 | 206 |
Other Segments | ||
Reportable segments reconciliations: | ||
Segment operating income (loss) | 1,125 | -13,361 |
Corporate | ||
Reportable segments reconciliations: | ||
Segment operating income (loss) | -2,810 | -2,039 |
Restructuring charges | 4 | 75 |
Intersegment Eliminations | Marketing & Events Group | ||
Reportable segments reconciliations: | ||
Total revenues | -1,251 | -2,290 |
U.S. | Marketing & Events Group | ||
Reportable segments reconciliations: | ||
Total revenues | 192,943 | 221,395 |
Segment operating income (loss) | -2,637 | -15,851 |
International | Marketing & Events Group | ||
Reportable segments reconciliations: | ||
Total revenues | 65,236 | 58,718 |
Segment operating income (loss) | ($1,047) | ($2,319) |
Discontinued_Operations_Narrat
Discontinued Operations - Narrative (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from possessory interest and personal property—discontinued operations | $0 | $25,000,000 | |
(Income) loss from discontinued operations | 148,000 | -15,238,000 | |
Glacier Park | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from possessory interest and personal property—discontinued operations | 25,000,000 | ||
Gain on Possessory Interest, before Tax | 21,500,000 | ||
Gain on Possessory Interest, Net of Tax, Attributable to Parent Only | 15,200,000 | ||
Gain on Possessory Interest, Net of Tax, Attributable to Noncontrolling Interest | 2,700,000 | ||
(Income) loss from discontinued operations | ($15,238,000) |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Disconnected Operations, Income Statement (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations | ($148) | $15,238 |
Income from discontinued operations attributable to noncontrolling interest | 0 | -2,668 |
Income from discontinued operations attributable to Viad | -148 | 12,570 |
Glacier Park | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 0 | |
Costs and expenses | -68 | |
Income (loss) from discontinued operations, before income taxes | -68 | |
Income tax (expense) benefit | 20 | |
Income (loss) from discontinued operations, net of tax | -48 | |
Gain on sale of discontinued operations, net of tax | 15,286 | |
Income from discontinued operations | 15,238 | |
Income from discontinued operations attributable to noncontrolling interest | -2,668 | |
Income from discontinued operations attributable to Viad | $12,570 |
Discontinued_Operations_Reconc
Discontinued Operations - Reconciliation of Noncontrolling Interest, Income Statement (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Income (loss) from continuing operations | ($64) | ($131) |
Income from discontinued operations | 0 | 2,668 |
Net income (loss) attributable to noncontrolling interest | ($64) | $2,537 |