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 related to the true-up of certain current assets and liabilities. The allocation of the purchase price was completed as of September 30, 2015. 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 £15.0 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 nine months ended September 30, 2015, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $0.1 million to property and equipment, $16,000 from intangible assets, $0.2 million from accrued lease obligations, $0.2 million to deferred taxes and $21,000 to goodwill. These adjustments did not have a significant impact on the Company’s condensed consolidated statements of operations, balance sheet, or cash flows for all periods presented, and therefore, were not retrospectively adjusted in the 2014 financial statements. Other than the line items mentioned previously, the balances in the table below as of September 30, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The allocation of the purchase price was completed as of September 30, 2015. (in thousands) Purchase price $ 24,416 Cash acquired (190 ) Purchase price, net of cash acquired 24,226 Fair value of net assets acquired: Accounts receivable, net $ 264 Inventory 433 Prepaid expenses 410 Property and equipment 5,951 Intangible assets 8,692 Total assets acquired 15,750 Accounts payable 1,232 Accrued liabilities 2,246 Customer deposits 199 Deferred tax liability 468 Revolving credit facility 488 Accrued dilapidations 417 Total liabilities acquired 5,050 Total fair value of net assets acquired 10,700 Excess purchase price over fair value of net assets acquired (“goodwill”) $ 13,526 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. 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 September 30, 2015 , the balances in the table below remain unchanged from the balances reflected in the Consolidated Balance Sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts. (in thousands) Purchase price paid as: Cash $ 42,950 Cash acquired (4,064 ) Purchase price, net of cash acquired 38,886 Fair value of net assets acquired: Accounts receivable, net $ 4,008 Prepaid expenses 640 Property and equipment 2,450 Other non-current assets 309 Intangible assets 14,100 Total assets acquired 21,507 Accounts payable 738 Accrued liabilities 3,341 Customer deposits 4,225 Deferred tax liability 1,576 Other liabilities 309 Total liabilities acquired 10,189 Total fair value of net assets acquired 11,318 Excess purchase price over fair value of net assets acquired (“goodwill”) $ 27,568 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 amount of $0.9 million was paid during the third quarter of 2015 to Travel Planners, Inc. as a result of an election made by the Company to treat the purchase as an asset acquisition for tax purposes. 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 nine months ended September 30, 2015 , the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of $0.6 million from intangible assets, $0.4 million from additional purchase price payable upon tax election and $0.1 million from other accrued liabilities. These adjustments did not have a significant impact on the Company’s condensed consolidated statements of operations, balance sheet, or cash flows for all periods presented, and therefore, were not retrospectively adjusted in the 2014 financial statements. Other than the line items mentioned previously, the balances in the table below as of September 30, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts. (in thousands) Purchase price paid as: Cash $ 33,674 Additional purchase price paid for tax election 896 Working capital adjustment (279 ) Cash acquired (4,204 ) Purchase price, net of cash acquired 30,087 Fair value of net assets acquired: Accounts receivable, net $ 1,450 Prepaid expenses 120 Property and equipment 93 Intangible assets 14,400 Total assets acquired 16,063 Accounts payable 488 Accrued liabilities 1,557 Customer deposits 4,525 Total liabilities acquired 6,570 Total fair value of net assets acquired 9,493 Excess purchase price over fair value of net assets acquired (“goodwill”) $ 20,594 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 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 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 was based on N200’s achievement of established financial targets for the twelve-month period ended June 30, 2015. N200 exceeded those financial targets and consequentially on October 5, 2015, the Company paid the full €1.0 million (approximately $1.1 million ) Earnout to the former owners of N200. 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 nine months ended September 30, 2015 , the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of $0.1 million from contingent consideration, $0.5 million to working capital payable, $15,000 from accounts receivable, net, $0.1 million to intangible assets, $0.1 million to accrued liabilities, $20,000 to deferred taxes and $0.3 million to goodwill. These adjustments did not have a significant impact on the Company’s condensed consolidated statements of operations, balance sheet, or cash flows for all periods presented, and therefore, were not retrospectively adjusted in the 2014 financial statements. Other than the line items mentioned previously, the balances in the table below as of September 30, 2015 remain unchanged from the balances reflected in the Consolidated Balance Sheets in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The purchase price allocation remains open and may be adjusted as a result of the finalization of our purchase price allocation procedures related to certain tax amounts. (in thousands) Purchase price paid as: Cash $ 12,068 Working capital adjustment 458 Contingent consideration 1,145 Cash acquired (943 ) Purchase price, net of cash acquired 12,728 Fair value of net assets acquired: Accounts receivable, net $ 1,732 Inventory 46 Prepaid expenses 115 Property and equipment 1,280 Intangible assets 3,682 Total assets acquired 6,855 Accounts payable 421 Accrued liabilities 1,057 Customer deposits 569 Deferred tax liability 911 Other liabilities 106 Total liabilities acquired 3,064 Total fair value of net assets acquired 3,791 Excess purchase price over fair value of net assets acquired (“goodwill”) $ 8,937 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. 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, assuming the 2014 acquisitions had each been completed on January 1, 2013: (in thousands, except per share data) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Revenue $ 308,268 $ 884,867 Depreciation and amortization $ 10,204 $ 29,228 Income from continuing operations $ 30,172 $ 50,104 Net income attributable to Viad $ 28,245 $ 59,793 Diluted net income per share $ 1.42 $ 2.96 Basic net income per share $ 1.44 $ 3.01 |