Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VIAD CORP | |
Entity Central Index Key | 884,219 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,136,583 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 75,313 | $ 56,990 |
Accounts receivable, net of allowance for doubtful accounts of $1,640 and $1,258, respectively | 105,514 | 78,121 |
Inventories | 38,659 | 32,401 |
Deferred income taxes | 23,042 | 22,943 |
Other current assets | 18,574 | 17,440 |
Total current assets | 261,102 | 207,895 |
Property and equipment, net | 185,848 | 199,571 |
Other investments and assets | 39,790 | 40,674 |
Deferred income taxes | 28,064 | 29,639 |
Goodwill | 186,319 | 194,197 |
Other intangible assets, net | 35,278 | 42,967 |
Total Assets | 736,401 | 714,943 |
Current liabilities | ||
Accounts payable | 76,092 | 61,789 |
Customer deposits | 56,338 | 32,720 |
Accrued compensation | 25,464 | 20,736 |
Other current liabilities | 34,364 | 27,787 |
Current portion of debt and capital lease obligations | 18,489 | 27,856 |
Total current liabilities | 210,747 | 170,888 |
Long-term debt and capital lease obligations | 98,418 | 113,164 |
Pension and postretirement benefits | 32,766 | 33,427 |
Other deferred items and liabilities | 47,139 | 49,762 |
Total liabilities | $ 389,070 | $ 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 | 576,598 | 582,066 |
Retained deficit | (14,886) | (36,427) |
Unearned employee benefits and other | 111 | 23 |
Accumulated other comprehensive income (loss): | ||
Unrealized gain on investments | 451 | 471 |
Cumulative foreign currency translation adjustments | (10,701) | 12,416 |
Unrecognized net actuarial loss and prior service credit, net | (13,258) | (13,476) |
Common stock in treasury, at cost, 4,807,098 and 4,842,621 shares, respectively | (241,215) | (247,088) |
Total Viad stockholders’ equity | 334,502 | 335,387 |
Noncontrolling interest | 12,829 | 12,315 |
Total stockholders’ equity | 347,331 | 347,702 |
Total Liabilities and Stockholders’ Equity | $ 736,401 | $ 714,943 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,640 | $ 1,258 |
Common stock, par value | $ 1.5 | $ 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 | 4,807,098 | 4,842,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Revenue: | ||||||
Exhibition and event services | $ 152,664 | $ 188,005 | $ 603,530 | $ 605,274 | ||
Exhibits and environments | 36,199 | 38,657 | 128,830 | 125,797 | ||
Travel and recreation services | 67,083 | 73,140 | 105,017 | 110,763 | ||
Total revenue | 255,946 | 299,802 | 837,377 | 841,834 | ||
Costs and expenses: | ||||||
Costs of services | 205,227 | 228,285 | 667,356 | 658,502 | ||
Costs of products sold | 36,148 | 38,503 | 120,289 | 122,821 | ||
Corporate activities | 1,354 | 3,468 | 6,147 | 7,498 | ||
Interest income | (65) | (81) | (571) | (200) | ||
Interest expense | 1,198 | 462 | 3,452 | 1,069 | ||
Restructuring charges | 257 | 238 | 1,542 | 1,814 | ||
Impairment charges | 0 | 0 | 0 | 884 | ||
Total costs and expenses | 244,119 | 270,875 | 798,215 | 792,388 | ||
Income from continuing operations before income taxes | 11,827 | 28,927 | 39,162 | 49,446 | ||
Income tax expense (benefit) | 3,746 | (2,623) | 10,851 | 870 | ||
Income from continuing operations | 8,081 | 31,550 | 28,311 | 48,576 | ||
Income (loss) from discontinued operations | (163) | (979) | (233) | 13,023 | ||
Net income | 7,918 | 30,571 | 28,078 | 61,599 | ||
Net income attributable to noncontrolling interest | (688) | (951) | (515) | (3,355) | ||
Net income attributable to Viad | $ 7,230 | $ 29,620 | $ 27,563 | $ 58,244 | ||
Diluted income (loss) per common share: | ||||||
Income from continuing operations attributable to Viad common stockholders (USD per share) | $ 0.37 | $ 1.53 | $ 1.38 | $ 2.38 | ||
Income from discontinued operations attributable to Viad common stockholders (USD per share) | (0.01) | (0.05) | (0.01) | 0.50 | ||
Net income attributable to Viad common stockholders (USD per share) | $ 0.36 | $ 1.48 | $ 1.37 | [1] | $ 2.88 | [1] |
Weighted-average outstanding and potentially dilutive common shares (shares) | 19,974 | 19,954 | 19,946 | 20,174 | ||
Basic income (loss) per common share: | ||||||
Income from continuing operations attributable to Viad common stockholders (USD per share) | $ 0.37 | $ 1.53 | $ 1.38 | $ 2.38 | ||
Income from discontinued operations attributable to Viad common stockholders (USD per share) | (0.01) | (0.05) | (0.01) | 0.50 | ||
Net income attributable to Viad common stockholders (USD per share) | $ 0.36 | $ 1.48 | $ 1.37 | $ 2.88 | ||
Weighted-average outstanding common shares (shares) | 19,831 | 19,679 | 19,782 | 19,832 | ||
Dividends declared per common share (USD per share) | $ 0.1 | $ 0.1 | $ 0.3 | $ 1.8 | ||
Amounts attributable to Viad common stockholders | ||||||
Income from continuing operations | $ 7,393 | $ 30,756 | $ 27,796 | $ 48,046 | ||
Income (loss) from discontinued operations | (163) | (1,136) | (233) | 10,198 | ||
Net income attributable to Viad | $ 7,230 | $ 29,620 | $ 27,563 | $ 58,244 | ||
[1] | Diluted income per share amount cannot exceed basic income per share. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 7,918 | $ 30,571 | $ 28,078 | $ 61,599 | |
Other comprehensive income (loss): | |||||
Unrealized losses on investments, net of tax(1) | [1] | (153) | (67) | (20) | (17) |
Unrealized foreign currency translation adjustments, net of tax(1) | [1] | (11,491) | (9,799) | (23,117) | (9,950) |
Amortization of net actuarial gain, net of tax(1) | [1] | 139 | 183 | 475 | 438 |
Amortization of prior service credit, net of tax(1) | [1] | (86) | (252) | (257) | (470) |
Comprehensive income (loss) | (3,673) | 20,636 | 5,159 | 51,600 | |
Comprehensive income attributable to noncontrolling interest | (688) | (951) | (515) | (3,355) | |
Comprehensive income (loss) attributable to Viad | $ (4,361) | $ 19,685 | $ 4,644 | $ 48,245 | |
[1] | The tax effect on other comprehensive income (loss) is not significant. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $ 28,078 | $ 61,599 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 27,040 | 21,853 |
Deferred income taxes | (1,128) | (1,291) |
(Income) loss from discontinued operations | 233 | (13,023) |
Restructuring charges | 1,542 | 1,814 |
Impairment charges | 0 | 884 |
Gains on dispositions of property and other assets | (307) | (392) |
Share-based compensation expense | 3,131 | 1,562 |
Excess tax benefit from share-based compensation arrangements | (13) | (41) |
Other non-cash items, net | 4,427 | 7,689 |
Change in operating assets and liabilities (excluding the impact of acquisitions): | ||
Receivables | (27,956) | (29,933) |
Inventories | (6,258) | (7,052) |
Accounts payable | 14,899 | 27,301 |
Restructuring liabilities | (1,888) | (4,268) |
Accrued compensation | 3,385 | 4,053 |
Customer deposits | 23,618 | 18,267 |
Income taxes payable | 2,641 | 4,273 |
Other assets and liabilities, net | 4,899 | (11,283) |
Net cash provided by operating activities | 76,343 | 82,012 |
Cash flows from investing activities | ||
Capital expenditures | (19,030) | (21,898) |
Cash paid for acquired business | (430) | (40,775) |
Proceeds from dispositions of property and other assets | 844 | 502 |
Proceeds from possessory interest and personal property—discontinued operations | 0 | 28,000 |
Net cash used in investing activities | (18,616) | (34,171) |
Cash flows from financing activities | ||
Proceeds from borrowings | 35,000 | 68,000 |
Payments on debt and capital lease obligations | (58,981) | (56,196) |
Acquisition of business - deferred consideration | (896) | 0 |
Dividends paid on common stock | (6,020) | (36,374) |
Common stock purchased for treasury | (4,776) | (11,631) |
Excess tax benefit from share-based compensation arrangements | 13 | 41 |
Proceeds from exercise of stock options | 1,041 | 1,155 |
Net cash used in financing activities | (34,619) | (35,005) |
Effect of exchange rate changes on cash and cash equivalents | (4,785) | (1,739) |
Net change in cash and cash equivalents | 18,323 | 11,097 |
Cash and cash equivalents, beginning of year | 56,990 | 45,821 |
Cash and cash equivalents, end of period | 75,313 | 56,918 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 6,835 | 6,409 |
Cash paid for interest | 3,220 | 880 |
Property and equipment acquired under capital leases | 618 | 541 |
Property and equipment purchases in accounts payable and accrued liabilities | $ 184 | $ 230 |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 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”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with Viad’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 13, 2015. The condensed consolidated financial statements include the accounts of Viad and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to: fair value of Viad’s reporting units used to perform annual impairment testing of recorded goodwill; allowances for uncollectible accounts receivable; provisions for income taxes (including uncertain tax positions); valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims and environmental remediation obligations; sublease income associated with restructuring liabilities; assumptions used to measure pension and postretirement benefit costs and obligations and share-based compensation costs under the fair value method; and allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates. Nature of Business Viad’s reportable segments consist of Marketing & Events U.S. Segment, Marketing & Events International Segment(collectively, the “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 technologies to 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. The Company completed the following acquisitions in 2014: • Blitz . In September 2014, the Company acquired Blitz Communications Group Limited and its affiliates (collectively, “Blitz”); • onPeak . In October 2014, the Company acquired onPeak LLC and Travel Planners, Inc. with Travel Planners, Inc. merging into onPeak LLC (collectively, “onPeak”) in January 2015; and • N200 . In November 2014, the Company acquired N200 Limited and its affiliates (collectively, “N200”). Refer to Note 3 - Acquisition of Businesses for additional information on the Company’s 2014 acquisitions. 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 properties, 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; 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; West Glacier Motel & Cabins in West Glacier, Montana; Motel Lake McDonald located inside Glacier National Park; and Apgar Village Lodge 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. Refer to Note 20 - Discontinued Operations for additional information on the expiration of Glacier Park’s concession operations within Glacier National Park. 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”). Refer to Note 3 - Acquisition of Businesses for additional information. 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). 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. In July 2015, the FASB approved a one-year deferral of the effective date of the new standard, making it effective for our annual and interim reporting periods beginning January 1, 2018. 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. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”) which clarifies the guidance in ASU 2015-03 related to line-of-credit arrangements. ASU 2015-15 provides that an entity may defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Presentation ASU 2015-03 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a significant effect on our consolidated financial statements or financial covenants. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in ASU 2015-11 apply to inventory measures using first-in, first-out or average cost and will require entities to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation. Replacement cost and net realizable value less a normal profit margin will no longer be considered. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The adoption of this guidance is not expected to have a significant effect on our consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). The amendment in ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a significant effect on our consolidated financial statements. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (in thousands) 2015 2014 2015 2014 Restricted stock $ 523 $ 653 $ 1,623 $ 2,066 Performance unit incentive plan (“PUP”) 456 (600 ) 1,444 (505 ) Restricted stock units 46 6 64 1 Share-based compensation before income tax benefit 1,025 59 3,131 1,562 Income tax benefit (381 ) (17 ) (1,180 ) (587 ) Share-based compensation, net of income tax benefit $ 644 $ 42 $ 1,951 $ 975 Viad recorded no share-based compensation expense for the three months ended September 30, 2015 and approximately $0.1 million for the nine months ended September 30, 2015 through restructuring expense. On January 24, 2014, Viad’s 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 three -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 Grant Date Fair Value Units Weighted-Average Grant Date Fair Value Units Weighted-Average Grant Date Fair Value Balance, December 31, 2014 328,602 $ 23.30 267,120 $ 23.51 25,370 $ 23.17 Granted 82,000 $ 27.36 91,100 $ 27.31 4,800 $ 27.35 Vested (105,115 ) $ 20.52 (103,555 ) $ 20.60 (11,623 ) $ 20.91 Forfeited (27,765 ) $ 24.19 (22,300 ) $ 24.92 — $ — Balance, September 30, 2015 277,722 $ 25.47 232,365 $ 26.16 18,547 $ 25.67 As of September 30, 2015 , the unamortized cost of all outstanding restricted stock awards was $3.1 million , which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.6 years . During the nine months ended September 30, 2015 and 2014 , the Company repurchased 34,364 shares for $0.9 million and 45,711 shares for $ 1.1 million , respectively, related to tax withholding requirements on vested share-based awards. As of September 30, 2015 , there were 964,960 total shares available for future grant in accordance with the provisions of the 2007 Plan. As of September 30, 2015 and December 31, 2014, Viad had liabilities recorded of $ 1.9 million and $ 3.5 million , respectively, related to PUP awards. In March 2015, the PUP units granted in 2012 vested and cash payouts of $ 2.4 million were distributed. In March 2014, the PUP units granted in 2011 vested and cash payouts of $2.9 million were distributed. As of September 30, 2015 and December 31, 2014, Viad had aggregate liabilities recorded of $ 0.3 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 of $ 0.2 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- Average Exercise Price Options Exercisable Options outstanding at December 31, 2014 247,590 $ 17.82 247,590 Exercised (54,076 ) $ 16.62 Forfeited or expired (129,741 ) $ 18.91 Options outstanding at September 30, 2015 63,773 $ 16.62 63,773 As of September 30, 2015 , there were no unrecognized costs related to non-vested stock option awards. |
Acquisition of Businesses
Acquisition of Businesses | 9 Months Ended |
Sep. 30, 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 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 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories consisted of the following as of the respective periods: (in thousands) September 30, December 31, Raw materials $ 14,646 $ 16,749 Work in process 24,013 15,652 Inventories $ 38,659 $ 32,401 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Income tax receivable $ 4,274 $ 1,869 Prepaid software maintenance 3,077 1,934 Prepaid insurance 2,626 2,170 Prepaid vendor payments 2,503 2,689 Prepaid rent 1,493 186 Prepaid taxes 1,010 1,416 Prepaid other 2,982 4,427 Other 609 2,749 Other current assets $ 18,574 $ 17,440 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Land and land interests $ 29,200 $ 30,360 Buildings and leasehold improvements 131,572 138,104 Equipment and other 278,423 319,435 Gross property and equipment 439,195 487,899 Less: accumulated depreciation (253,347 ) (288,328 ) Property and equipment, net $ 185,848 $ 199,571 Depreciation expense was $ 7.5 million and $7.7 million for the three months ended September 30, 2015 and 2014, respectively, and $21.6 million and $21.1 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Other Investments and Assets
Other Investments and Assets | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Cash surrender value of life insurance $ 20,994 $ 20,866 Self-insured liability receivable 7,728 7,728 Workers’ compensation insurance security deposits 4,250 4,250 Other mutual funds 2,162 2,536 Other 4,656 5,294 Other investments and assets $ 39,790 $ 40,674 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Continuing operations: Self-insured liability accrual $ 6,728 $ 6,297 Accrued employee benefit costs 3,824 3,215 Accrued foreign income taxes 3,767 2,370 Accrued sales and use taxes 3,039 3,624 Accrued dividends 2,102 2,107 Accrued rebates 1,813 1,600 Current portion of pension liability 1,729 1,641 Deferred rent 1,721 783 Accrued restructuring 1,020 1,154 Accrued professional fees 990 1,228 Other 6,725 2,837 Total continuing operations 33,458 26,856 Discontinued operations: Environmental remediation liabilities 289 350 Self-insured liability accrual 214 173 Other 403 408 Total discontinued operations 906 931 Other current liabilities $ 34,364 $ 27,787 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 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 are as follows: (in thousands) Marketing & Events U.S. Segment Marketing & Events International Segment Travel & Recreation Group Total Balance at December 31, 2014 $ 110,618 $ 42,221 $ 41,358 $ 194,197 Purchase price allocation adjustments 230 397 — 627 Foreign currency translation adjustments — (2,905 ) (5,600 ) (8,505 ) Balance at September 30, 2015 $ 110,848 $ 39,713 $ 35,758 $ 186,319 The original purchase price allocations were based on information available at the respective acquisition dates. During the nine months ended September 30, 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 $0.6 million . The amount was not considered significant and, therefore, prior periods were not retrospectively adjusted. Refer to Note 3 - Acquisition of Businesses for additional information. Intangible assets consisted of the following as of the respective periods: September 30, December 31, (in thousands) Gross Carrying Value Accumulated Amortization Gross Carrying Value Accumulated Amortization Amortized intangible assets: Customer contracts and relationships $ 38,647 $ (6,534 ) $ 41,624 $ (2,961 ) Other 4,495 (1,790 ) 4,576 (732 ) Total amortized intangible assets 43,142 (8,324 ) 46,200 (3,693 ) Unamortized intangible assets: Business licenses 460 — 460 — Other intangible assets $ 43,602 $ (8,324 ) $ 46,660 $ (3,693 ) The original purchase price allocations were based on information available at the respective acquisition dates. During the nine months ended September 30, 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 were not retrospectively adjusted. Refer to Note 3 - Acquisition of Businesses for additional information. Intangible asset amortization expense was $1.7 million and $0.2 million for the three months ended September 30, 2015 and 2014 , respectively, and $5.5 million and $0.8 million for the nine months ended September 30, 2015 and 2014, respectively. The estimated future amortization expense related to amortized intangible assets held at September 30, 2015 is as follows: (in thousands) Year ending December 31: Remainder of 2015 $ 1,802 2016 6,370 2017 5,546 2018 4,573 2019 4,190 Thereafter 12,337 Total $ 34,818 |
Other Deferred Items Liabilitie
Other Deferred Items Liabilities | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Continuing operations: Self-insured liability accrual $ 12,772 $ 13,525 Self-insured excess liability 7,728 7,728 Accrued compensation 6,989 6,824 Deferred rent 3,010 2,787 Foreign deferred tax liability 2,406 2,135 Accrued restructuring 434 555 Other 3,248 5,117 Total continuing operations 36,587 38,671 Discontinued operations: Environmental remediation liabilities 4,248 4,395 Self-insured liability accrual 4,040 4,327 Accrued income taxes 1,143 1,119 Other 1,121 1,250 Total discontinued operations 10,552 11,091 Other deferred items and liabilities $ 47,139 $ 49,762 |
Debt and Capital Lease Obligati
Debt and Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Obligations | Debt and Capital Lease Obligations The components of long-term debt consisted of the following as of the respective periods: (in thousands) September 30, 2015 December 31, 2014 Revolving credit facility and term loan, 2.3% and 2.4% weighted-average interest rate at September 30, 2015 and December 31, 2014, respectively, due through 2019 $ 115,625 $ 139,500 Capital lease obligations, 6.2% and 6.0% weighted-average interest at September 30, 2015 and December 31, 2014, respectively, due through 2018 1,282 1,520 Total debt 116,907 141,020 Current portion (18,489 ) (27,856 ) Long-term debt and capital lease obligations $ 98,418 $ 113,164 Effective December 22, 2014, Viad entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement amended and replaced 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, the 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 from January 1, 2016 through December 31, 2016 and a step-down to 2.50 to 1.00 thereafter. Acquisitions in the same or related lines of business are permitted if the leverage ratio, on a pro forma basis, is less than or equal to 2.50 to 1.00 for acquisitions consummated on or prior to December 31, 2015, 2.25 to 1.00 for acquisitions consummated between January 1, 2016 and December 31, 2016, and 2.00 to 1.00 for acquisitions consummated thereafter. Viad is permitted a single acquisition of $25 million or more after December 31, 2016 if the pro forma leverage ratio is less than or equal to 2.25 to 1.00. As of September 30, 2015 and December 31, 2014, the fixed charge coverage ratio was 2.12 to 1.00 and 2.61 to 1.00, respectively, and the leverage ratio was 1.66 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 September 30, 2015 , Viad was in compliance with all covenants. As of September 30, 2015 , Viad’s total debt was $116.9 million , consisting of outstanding borrowings under the Term Loan of $115.6 million and capital lease obligations of $1.3 million . As of December 31, 2014 , Viad’s total debt was $141.0 million , consisting of outstanding borrowings under the Term Loan and the Revolving Credit Facility of $125.0 million and $14.5 million , respectively, and capital lease obligations of $1.5 million . As of September 30, 2015 , Viad had $172.5 million of capacity remaining under its Credit Facility reflecting outstanding letters of credit of $2.5 million . 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 September 30, 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 September 30, 2015 would be $2.9 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 $ 101.6 million and $ 123.0 million as of September 30, 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 | 9 Months Ended |
Sep. 30, 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) September 30, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Assets: Money market funds $ 7,519 $ 7,519 $ — $ — Other mutual funds 2,162 2,162 — — Total assets at fair value $ 9,681 $ 9,681 $ — $ — Liabilities: Earnout contingent consideration liability $ (1,118 ) $ — $ — $ (1,118 ) Total liabilities at fair value on a recurring basis $ (1,118 ) $ — $ — $ (1,118 ) Fair Value Measurements at Reporting Date Using (in thousands) December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) 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 September 30, 2015 and December 31, 2014 , Viad had investments in money market mutual funds of $7.5 million and $8.5 million , respectively, which are included in cash and cash equivalents in the condensed consolidated balance sheets. 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 September 30, 2015 and December 31, 2014 , Viad had investments in other mutual funds of $2.2 million and $2.5 million , respectively, which are included in other investments and assets in the condensed consolidated balance sheets. These investments were classified as available-for-sale and were recorded at fair value. As of September 30, 2015 and December 31, 2014 , there were unrealized gains of $ 0.7 million ($ 0.5 million after-tax) and $ 0.8 million ($ 0.5 million after-tax), respectively, which are included in accumulated other comprehensive income (loss) (“AOCI”) in the condensed consolidated balance sheets. The fair value measurement of the Earnout contingent consideration obligation relates to the acquisition of N200 in November 2014, and is included in accrued liabilities in the condensed consolidated balance sheets. The fair value measurement is based upon significant inputs not observable in the market. Changes in the value of the obligation are recorded as income or expense in our condensed consolidated statements of income. On October 5, 2015, the Company paid €1.0 million (approximately $1.1 million ) related to the Earnout provisions of the acquisition to the former owners of N200 as a result of N200 exceeding its financial target for the Earnout period. During the nine -month period ended September 30, 2015 , the estimated contingent payment increased $0.1 million , due primarily to an increase in the estimated attainment of Earnout objectives. 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2015 and 2014 : (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2014 $ 335,387 $ 12,315 $ 347,702 Net income 27,563 515 28,078 Dividends on common stock (6,020 ) — (6,020 ) Common stock purchased for treasury (4,776 ) — (4,776 ) Employee benefit plans 5,243 — 5,243 Unrealized foreign currency translation adjustment (23,117 ) — (23,117 ) Tax benefits from share-based compensation 13 — 13 Other changes to AOCI 209 — 209 Other — (1 ) (1 ) Balance at September 30, 2015 $ 334,502 $ 12,829 $ 347,331 (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2013 $ 347,441 $ 9,102 $ 356,543 Net income 58,244 3,355 61,599 Dividends on common stock (36,374 ) — (36,374 ) Common stock purchased for treasury (11,631 ) — (11,631 ) Employee benefit plans 5,519 — 5,519 Unrealized foreign currency translation adjustment (9,950 ) — (9,950 ) Unrealized gain on investments (17 ) — (17 ) Employee Stock Ownership Plan allocation adjustment 44 — 44 Other (32 ) — (32 ) Balance at September 30, 2014 $ 353,244 $ 12,457 $ 365,701 Changes in AOCI by component are as follows: (in thousands) Unrealized Gains on Investments Cumulative Foreign Currency Translation Adjustments Unrecognized Net Actuarial Loss and Prior Service Credit, Net Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ 471 $ 12,416 $ (13,280 ) $ (393 ) Other comprehensive income (loss) before reclassifications 29 (23,117 ) — (23,088 ) Amounts reclassified from AOCI, net of tax (49 ) — 22 (27 ) Net other comprehensive income (loss) (20 ) (23,117 ) 22 (23,115 ) Balance at September 30, 2015 $ 451 $ (10,701 ) $ (13,258 ) $ (23,508 ) The following table presents information about reclassification adjustments out of AOCI: Nine Months Ended September 30, Affected Line Item in the Statement Where Net Income is Presented (in thousands) 2015 2014 Unrealized gains on investments $ 79 $ 52 Interest income Tax effect (30 ) (20 ) Income taxes $ 49 $ 32 Recognized net actuarial loss (1) $ (569 ) $ (705 ) Amortization of prior service credit (1) 414 757 Tax effect 133 (20 ) Income taxes $ (22 ) $ 32 (1) Amount included in pension expense. Refer to Note 16 - Pension and Postretirement Benefits . |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income Per Share The components of basic and diluted income per share are as follows: Three Months Ended Nine Months Ended (in thousands, except per share data) 2015 2014 2015 2014 Net income attributable to Viad (diluted) $ 7,230 $ 29,620 $ 27,563 $ 58,244 Less: Allocation to non-vested shares (100 ) (538 ) (402 ) (1,098 ) Net income allocated to Viad common stockholders (basic) $ 7,130 $ 29,082 $ 27,161 $ 57,146 Basic weighted-average outstanding common shares 19,831 19,679 19,782 19,832 Additional dilutive shares related to share-based compensation 143 275 164 342 Diluted weighted-average outstanding shares 19,974 19,954 19,946 20,174 Income per share: Basic income attributable to Viad common stockholders $ 0.36 $ 1.48 $ 1.37 $ 2.88 Diluted income attributable to Viad common stockholders (1) $ 0.36 $ 1.48 $ 1.37 $ 2.88 (1) Diluted income per share amount cannot exceed basic income per share. The number of share-based compensation awards considered dilutive and included in the computation of diluted income per share were 143,000 and 164,000 for the three and nine months ended September 30, 2015 , respectively, and 275,000 and 342,000 for the three and nine months ended September 30, 2014 , respectively. Options to purchase 4,897 and 27,000 shares of common stock were outstanding during the nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate for the three months ended September 30, 2015 was an expense of 31.7 percent as compared to a benefit of 9.1 percent for the three months ended September 30, 2014. The effective tax rates for the nine months ended September 30, 2015 and 2014 were 27.7 percent and 1.8 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 nine months ended September 30, 2015 was less than the federal statutory rate of 35.0 percent primarily due to foreign income taxed at lower rates and the recording of a non-cash tax benefit relating to certain foreign intangible deferred tax assets that was recorded during the first quarter of 2015. The effective tax rate for the nine months ended September 30, 2014 was lower than the federal statutory rate principally due to foreign income which is taxed at lower rates in addition to the projected utilization of foreign tax credit carryforwards and the release of the related valuation allowance and other deferred tax adjustments. 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 $0.9 million and $1.3 million as of September 30, 2015 and December 31, 2014, respectively. The reduction in the liability was primarily due to statute expirations. In addition, Viad had liabilities, including interest and penalties, for uncertain tax positions relating to discontinued operations of $1.1 million and $1.1 million as of September 30, 2015 and December 31, 2014, respectively. 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 was $2.0 million and $2.4 million as of September 30, 2015 and December 31, 2014, respectively, which was classified as both current and non-current liabilities. The Company expects approximately $0.5 million of uncertain tax positions to be resolved or settled within the next twelve months. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and 2014 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 $ 20 $ 27 $ 11 $ 123 $ 104 Interest cost 237 263 148 140 124 158 Expected return on plan assets (93 ) (107 ) — — (143 ) (161 ) Amortization of prior service credit — — (138 ) (149 ) — — Recognized net actuarial loss 100 101 123 16 2 3 Net periodic benefit cost $ 269 $ 277 $ 160 $ 18 $ 106 $ 104 The net periodic benefit cost of Viad’s pension and postretirement plans for the nine months ended September 30, 2015 and 2014 included the following components: Domestic Plans Pension Plans Postretirement Benefit Plans Foreign Pension Plans (in thousands) 2015 2014 2015 2014 2015 2014 Service cost $ 76 $ 65 $ 114 $ 105 $ 382 $ 313 Interest cost 763 809 464 517 384 478 Expected return on plan assets (285 ) (327 ) — — (443 ) (484 ) Amortization of prior service credit — — (414 ) (445 ) — — Recognized net actuarial loss 368 305 396 225 5 8 Net periodic benefit cost $ 922 $ 852 $ 560 $ 402 $ 328 $ 315 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 nine months ended September 30, 2015 , Viad contributed $1.0 million to its funded pension plans, $0.5 million to its unfunded pension plans, and $1.0 million to its postretirement benefit plans. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 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, the Company recorded restructuring charges related to the consolidation and downsizing of facilities. Additionally, the Company recorded restructuring charges in connection with certain reorganization activities. These charges consist of severance and related benefits due to headcount reductions. Changes to the restructuring liability by major restructuring activity are as follows: Marketing & Events Group Consolidation Other Restructurings (in thousands) Severance & Employee Benefits Facilities Severance & Employee Benefits Total Balance at December 31, 2014 $ 543 $ 1,161 $ 240 $ 1,944 Restructuring charges 882 98 562 1,542 Cash payments (1,036 ) (291 ) (561 ) (1,888 ) Adjustment to liability — — (144 ) (144 ) Balance at September 30, 2015 $ 389 $ 968 $ 97 $ 1,454 As of September 30, 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, Contingenci
Litigation, Claims, Contingencies and Other | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2015 , Viad had recorded environmental remediation liabilities of $4.5 million related to previously sold operations. As of September 30, 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 September 30, 2015 would be $2.9 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 September 30, 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 $19.5 million as of September 30, 2015 which includes $12.3 million related to workers’ compensation liabilities and $7.2 million related to general/auto liability claims. Viad has also retained and provided for certain insurance liabilities in conjunction with previously sold businesses of $4.3 million as of September 30, 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 $3.9 million for the nine months ended September 30, 2015 . In addition, as of September 30, 2015 , Viad recorded insurance liabilities of $7.7 million related to continuing operations, which represents the amount for which Viad remains the primary obligor after self-insured insurance limits, without taking into consideration the above-referenced insurance coverage. Of this total, $4.6 million related to workers’ compensation liabilities and $3.1 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 | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Viad’s reportable segments consist of Marketing & Events U.S. Segment, Marketing & Events International Segment(collectively, 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. Viad’s reportable segments with reconciliations to consolidated totals are as follows: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Revenue: Marketing & Events Group: U.S. Segment $ 148,314 $ 168,058 $ 550,006 $ 558,292 International Segment 44,870 64,199 195,829 186,296 Intersegment eliminations (4,321 ) (5,595 ) (13,475 ) (13,517 ) Total Marketing & Events Group 188,863 226,662 732,360 731,071 Travel & Recreation Group 67,083 73,140 105,017 110,763 Total revenue $ 255,946 $ 299,802 $ 837,377 $ 841,834 Segment operating income (loss): Marketing & Events Group: U.S. Segment $ (9,039 ) $ 1,069 $ 12,572 $ 22,044 International Segment (5,751 ) 1,297 6,405 7,512 Total Marketing & Events Group (14,790 ) 2,366 18,977 29,556 Travel & Recreation Group 29,361 30,648 30,755 30,955 Segment operating income 14,571 33,014 49,732 60,511 Corporate activities (1,354 ) (3,468 ) (6,147 ) (7,498 ) Operating income 13,217 29,546 43,585 53,013 Interest income 65 81 571 200 Interest expense (1,198 ) (462 ) (3,452 ) (1,069 ) Restructuring (charges) recoveries: Marketing & Events U.S. Segment (25 ) (186 ) (496 ) (392 ) Marketing & Events International Segment (213 ) (128 ) (484 ) (1,648 ) Travel & Recreation Group (18 ) (30 ) (160 ) 41 Corporate (1 ) 106 (402 ) 185 Impairment charges: Marketing & Events International Segment — — — (884 ) Income from continuing operations before income taxes $ 11,827 $ 28,927 $ 39,162 $ 49,446 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations For the three and nine months ended September 30, 2015 , Viad recorded losses from discontinued operations of $0.2 million and $0.2 million , respectively, due to reserve adjustments and legal fees related to previously sold operations. For the three and nine months ended September 30, 2014 , Viad recorded a loss from discontinued operations of $1.0 million and a gain of $13.0 million , respectively, due to the expiration of the Glacier National Park concession contract and additional reserves related to certain liabilities associated with previously sold operations, respectively. 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 of $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 for the nine months ended September 30, 2014 was $12.6 million with $2.8 million attributable to the noncontrolling interest. These amounts are included in income (loss) from discontinued operations and net income attributable to noncontrolling interest in the condensed consolidated statements of operations. The following summarizes Glacier Park’s expired concession contract operating results, which are presented in income (loss) from discontinued operations, net of tax, in the condensed consolidated statements of operations: (in thousands) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Total revenue $ — $ — Costs and expenses (7 ) (93 ) Loss from discontinued operations, before income taxes (7 ) (93 ) Income tax benefit 7 45 Loss from discontinued operations, net of tax — (48 ) Gain (loss) on sale of discontinued operations, net of tax (979 ) 13,343 Income (loss) from discontinued operations (979 ) 13,295 Income from discontinued operations attributable to noncontrolling interest (157 ) (2,825 ) Income (loss) from discontinued operations attributable to Viad $ (1,136 ) $ 10,470 The following is a reconciliation of net income attributable to the noncontrolling interest: Nine Months Ended (in thousands) 2015 2014 Income from continuing operations $ 515 $ 530 Income from discontinued operations — 2,825 Net income attributable to noncontrolling interest $ 515 $ 3,355 |
Basis of Presentation and Pri27
Basis of Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 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”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with Viad’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 13, 2015. |
Nature of Business | Nature of Business Viad’s reportable segments consist of Marketing & Events U.S. Segment, Marketing & Events International Segment(collectively, the “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 technologies to 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. The Company completed the following acquisitions in 2014: • Blitz . In September 2014, the Company acquired Blitz Communications Group Limited and its affiliates (collectively, “Blitz”); • onPeak . In October 2014, the Company acquired onPeak LLC and Travel Planners, Inc. with Travel Planners, Inc. merging into onPeak LLC (collectively, “onPeak”) in January 2015; and • N200 . In November 2014, the Company acquired N200 Limited and its affiliates (collectively, “N200”). Refer to Note 3 - Acquisition of Businesses for additional information on the Company’s 2014 acquisitions. 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 properties, 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; 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; West Glacier Motel & Cabins in West Glacier, Montana; Motel Lake McDonald located inside Glacier National Park; and Apgar Village Lodge 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. Refer to Note 20 - Discontinued Operations for additional information on the expiration of Glacier Park’s concession operations within Glacier National Park. 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”). Refer to Note 3 - Acquisition of Businesses for additional information. 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. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (in thousands) 2015 2014 2015 2014 Restricted stock $ 523 $ 653 $ 1,623 $ 2,066 Performance unit incentive plan (“PUP”) 456 (600 ) 1,444 (505 ) Restricted stock units 46 6 64 1 Share-based compensation before income tax benefit 1,025 59 3,131 1,562 Income tax benefit (381 ) (17 ) (1,180 ) (587 ) Share-based compensation, net of income tax benefit $ 644 $ 42 $ 1,951 $ 975 |
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 Grant Date Fair Value Units Weighted-Average Grant Date Fair Value Units Weighted-Average Grant Date Fair Value Balance, December 31, 2014 328,602 $ 23.30 267,120 $ 23.51 25,370 $ 23.17 Granted 82,000 $ 27.36 91,100 $ 27.31 4,800 $ 27.35 Vested (105,115 ) $ 20.52 (103,555 ) $ 20.60 (11,623 ) $ 20.91 Forfeited (27,765 ) $ 24.19 (22,300 ) $ 24.92 — $ — Balance, September 30, 2015 277,722 $ 25.47 232,365 $ 26.16 18,547 $ 25.67 |
Summary of stock option activity | The following table summarizes stock option activity: Shares Weighted- Average Exercise Price Options Exercisable Options outstanding at December 31, 2014 247,590 $ 17.82 247,590 Exercised (54,076 ) $ 16.62 Forfeited or expired (129,741 ) $ 18.91 Options outstanding at September 30, 2015 63,773 $ 16.62 63,773 |
Acquisition of Businesses (Tabl
Acquisition of Businesses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | 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 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 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 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 |
Unaudited pro forma results of operations attributable to Viad | The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the 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 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories consisted of the following as of the respective periods: (in thousands) September 30, December 31, Raw materials $ 14,646 $ 16,749 Work in process 24,013 15,652 Inventories $ 38,659 $ 32,401 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Income tax receivable $ 4,274 $ 1,869 Prepaid software maintenance 3,077 1,934 Prepaid insurance 2,626 2,170 Prepaid vendor payments 2,503 2,689 Prepaid rent 1,493 186 Prepaid taxes 1,010 1,416 Prepaid other 2,982 4,427 Other 609 2,749 Other current assets $ 18,574 $ 17,440 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Land and land interests $ 29,200 $ 30,360 Buildings and leasehold improvements 131,572 138,104 Equipment and other 278,423 319,435 Gross property and equipment 439,195 487,899 Less: accumulated depreciation (253,347 ) (288,328 ) Property and equipment, net $ 185,848 $ 199,571 |
Other Investments and Assets (T
Other Investments and Assets (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Cash surrender value of life insurance $ 20,994 $ 20,866 Self-insured liability receivable 7,728 7,728 Workers’ compensation insurance security deposits 4,250 4,250 Other mutual funds 2,162 2,536 Other 4,656 5,294 Other investments and assets $ 39,790 $ 40,674 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following as of the respective periods: (in thousands) September 30, December 31, Continuing operations: Self-insured liability accrual $ 6,728 $ 6,297 Accrued employee benefit costs 3,824 3,215 Accrued foreign income taxes 3,767 2,370 Accrued sales and use taxes 3,039 3,624 Accrued dividends 2,102 2,107 Accrued rebates 1,813 1,600 Current portion of pension liability 1,729 1,641 Deferred rent 1,721 783 Accrued restructuring 1,020 1,154 Accrued professional fees 990 1,228 Other 6,725 2,837 Total continuing operations 33,458 26,856 Discontinued operations: Environmental remediation liabilities 289 350 Self-insured liability accrual 214 173 Other 403 408 Total discontinued operations 906 931 Other current liabilities $ 34,364 $ 27,787 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of the goodwill balances by component and segment | The changes in the carrying amount of goodwill are as follows: (in thousands) Marketing & Events U.S. Segment Marketing & Events International Segment Travel & Recreation Group Total Balance at December 31, 2014 $ 110,618 $ 42,221 $ 41,358 $ 194,197 Purchase price allocation adjustments 230 397 — 627 Foreign currency translation adjustments — (2,905 ) (5,600 ) (8,505 ) Balance at September 30, 2015 $ 110,848 $ 39,713 $ 35,758 $ 186,319 |
Summary of other intangible assets | Intangible assets consisted of the following as of the respective periods: September 30, December 31, (in thousands) Gross Carrying Value Accumulated Amortization Gross Carrying Value Accumulated Amortization Amortized intangible assets: Customer contracts and relationships $ 38,647 $ (6,534 ) $ 41,624 $ (2,961 ) Other 4,495 (1,790 ) 4,576 (732 ) Total amortized intangible assets 43,142 (8,324 ) 46,200 (3,693 ) Unamortized intangible assets: Business licenses 460 — 460 — Other intangible assets $ 43,602 $ (8,324 ) $ 46,660 $ (3,693 ) |
Estimated amortization expense related to amortized intangible assets | The estimated future amortization expense related to amortized intangible assets held at September 30, 2015 is as follows: (in thousands) Year ending December 31: Remainder of 2015 $ 1,802 2016 6,370 2017 5,546 2018 4,573 2019 4,190 Thereafter 12,337 Total $ 34,818 |
Other Deferred Items Liabilit36
Other Deferred Items Liabilities (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, December 31, Continuing operations: Self-insured liability accrual $ 12,772 $ 13,525 Self-insured excess liability 7,728 7,728 Accrued compensation 6,989 6,824 Deferred rent 3,010 2,787 Foreign deferred tax liability 2,406 2,135 Accrued restructuring 434 555 Other 3,248 5,117 Total continuing operations 36,587 38,671 Discontinued operations: Environmental remediation liabilities 4,248 4,395 Self-insured liability accrual 4,040 4,327 Accrued income taxes 1,143 1,119 Other 1,121 1,250 Total discontinued operations 10,552 11,091 Other deferred items and liabilities $ 47,139 $ 49,762 |
Debt and Capital Lease Obliga37
Debt and Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of long-term debt consisted of the following as of the respective periods: (in thousands) September 30, 2015 December 31, 2014 Revolving credit facility and term loan, 2.3% and 2.4% weighted-average interest rate at September 30, 2015 and December 31, 2014, respectively, due through 2019 $ 115,625 $ 139,500 Capital lease obligations, 6.2% and 6.0% weighted-average interest at September 30, 2015 and December 31, 2014, respectively, due through 2018 1,282 1,520 Total debt 116,907 141,020 Current portion (18,489 ) (27,856 ) Long-term debt and capital lease obligations $ 98,418 $ 113,164 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Assets: Money market funds $ 7,519 $ 7,519 $ — $ — Other mutual funds 2,162 2,162 — — Total assets at fair value $ 9,681 $ 9,681 $ — $ — Liabilities: Earnout contingent consideration liability $ (1,118 ) $ — $ — $ (1,118 ) Total liabilities at fair value on a recurring basis $ (1,118 ) $ — $ — $ (1,118 ) Fair Value Measurements at Reporting Date Using (in thousands) December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) 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) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2015 and 2014 : (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2014 $ 335,387 $ 12,315 $ 347,702 Net income 27,563 515 28,078 Dividends on common stock (6,020 ) — (6,020 ) Common stock purchased for treasury (4,776 ) — (4,776 ) Employee benefit plans 5,243 — 5,243 Unrealized foreign currency translation adjustment (23,117 ) — (23,117 ) Tax benefits from share-based compensation 13 — 13 Other changes to AOCI 209 — 209 Other — (1 ) (1 ) Balance at September 30, 2015 $ 334,502 $ 12,829 $ 347,331 (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2013 $ 347,441 $ 9,102 $ 356,543 Net income 58,244 3,355 61,599 Dividends on common stock (36,374 ) — (36,374 ) Common stock purchased for treasury (11,631 ) — (11,631 ) Employee benefit plans 5,519 — 5,519 Unrealized foreign currency translation adjustment (9,950 ) — (9,950 ) Unrealized gain on investments (17 ) — (17 ) Employee Stock Ownership Plan allocation adjustment 44 — 44 Other (32 ) — (32 ) Balance at September 30, 2014 $ 353,244 $ 12,457 $ 365,701 |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in AOCI by component are as follows: (in thousands) Unrealized Gains on Investments Cumulative Foreign Currency Translation Adjustments Unrecognized Net Actuarial Loss and Prior Service Credit, Net Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ 471 $ 12,416 $ (13,280 ) $ (393 ) Other comprehensive income (loss) before reclassifications 29 (23,117 ) — (23,088 ) Amounts reclassified from AOCI, net of tax (49 ) — 22 (27 ) Net other comprehensive income (loss) (20 ) (23,117 ) 22 (23,115 ) Balance at September 30, 2015 $ 451 $ (10,701 ) $ (13,258 ) $ (23,508 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents information about reclassification adjustments out of AOCI: Nine Months Ended September 30, Affected Line Item in the Statement Where Net Income is Presented (in thousands) 2015 2014 Unrealized gains on investments $ 79 $ 52 Interest income Tax effect (30 ) (20 ) Income taxes $ 49 $ 32 Recognized net actuarial loss (1) $ (569 ) $ (705 ) Amortization of prior service credit (1) 414 757 Tax effect 133 (20 ) Income taxes $ (22 ) $ 32 (1) Amount included in pension expense. Refer to Note 16 - Pension and Postretirement Benefits . |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and diluted income per share | The components of basic and diluted income per share are as follows: Three Months Ended Nine Months Ended (in thousands, except per share data) 2015 2014 2015 2014 Net income attributable to Viad (diluted) $ 7,230 $ 29,620 $ 27,563 $ 58,244 Less: Allocation to non-vested shares (100 ) (538 ) (402 ) (1,098 ) Net income allocated to Viad common stockholders (basic) $ 7,130 $ 29,082 $ 27,161 $ 57,146 Basic weighted-average outstanding common shares 19,831 19,679 19,782 19,832 Additional dilutive shares related to share-based compensation 143 275 164 342 Diluted weighted-average outstanding shares 19,974 19,954 19,946 20,174 Income per share: Basic income attributable to Viad common stockholders $ 0.36 $ 1.48 $ 1.37 $ 2.88 Diluted income attributable to Viad common stockholders (1) $ 0.36 $ 1.48 $ 1.37 $ 2.88 (1) Diluted income per share amount cannot exceed basic income per share. |
Pension and Postretirement Be41
Pension and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and 2014 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 $ 20 $ 27 $ 11 $ 123 $ 104 Interest cost 237 263 148 140 124 158 Expected return on plan assets (93 ) (107 ) — — (143 ) (161 ) Amortization of prior service credit — — (138 ) (149 ) — — Recognized net actuarial loss 100 101 123 16 2 3 Net periodic benefit cost $ 269 $ 277 $ 160 $ 18 $ 106 $ 104 The net periodic benefit cost of Viad’s pension and postretirement plans for the nine months ended September 30, 2015 and 2014 included the following components: Domestic Plans Pension Plans Postretirement Benefit Plans Foreign Pension Plans (in thousands) 2015 2014 2015 2014 2015 2014 Service cost $ 76 $ 65 $ 114 $ 105 $ 382 $ 313 Interest cost 763 809 464 517 384 478 Expected return on plan assets (285 ) (327 ) — — (443 ) (484 ) Amortization of prior service credit — — (414 ) (445 ) — — Recognized net actuarial loss 368 305 396 225 5 8 Net periodic benefit cost $ 922 $ 852 $ 560 $ 402 $ 328 $ 315 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Reconciliation of beginning and ending liability balances by major restructuring activity | Changes to the restructuring liability by major restructuring activity are as follows: Marketing & Events Group Consolidation Other Restructurings (in thousands) Severance & Employee Benefits Facilities Severance & Employee Benefits Total Balance at December 31, 2014 $ 543 $ 1,161 $ 240 $ 1,944 Restructuring charges 882 98 562 1,542 Cash payments (1,036 ) (291 ) (561 ) (1,888 ) Adjustment to liability — — (144 ) (144 ) Balance at September 30, 2015 $ 389 $ 968 $ 97 $ 1,454 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of income statement items from reportable segments | Viad’s reportable segments with reconciliations to consolidated totals are as follows: Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Revenue: Marketing & Events Group: U.S. Segment $ 148,314 $ 168,058 $ 550,006 $ 558,292 International Segment 44,870 64,199 195,829 186,296 Intersegment eliminations (4,321 ) (5,595 ) (13,475 ) (13,517 ) Total Marketing & Events Group 188,863 226,662 732,360 731,071 Travel & Recreation Group 67,083 73,140 105,017 110,763 Total revenue $ 255,946 $ 299,802 $ 837,377 $ 841,834 Segment operating income (loss): Marketing & Events Group: U.S. Segment $ (9,039 ) $ 1,069 $ 12,572 $ 22,044 International Segment (5,751 ) 1,297 6,405 7,512 Total Marketing & Events Group (14,790 ) 2,366 18,977 29,556 Travel & Recreation Group 29,361 30,648 30,755 30,955 Segment operating income 14,571 33,014 49,732 60,511 Corporate activities (1,354 ) (3,468 ) (6,147 ) (7,498 ) Operating income 13,217 29,546 43,585 53,013 Interest income 65 81 571 200 Interest expense (1,198 ) (462 ) (3,452 ) (1,069 ) Restructuring (charges) recoveries: Marketing & Events U.S. Segment (25 ) (186 ) (496 ) (392 ) Marketing & Events International Segment (213 ) (128 ) (484 ) (1,648 ) Travel & Recreation Group (18 ) (30 ) (160 ) 41 Corporate (1 ) 106 (402 ) 185 Impairment charges: Marketing & Events International Segment — — — (884 ) Income from continuing operations before income taxes $ 11,827 $ 28,927 $ 39,162 $ 49,446 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 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 the condensed consolidated statements of operations: (in thousands) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Total revenue $ — $ — Costs and expenses (7 ) (93 ) Loss from discontinued operations, before income taxes (7 ) (93 ) Income tax benefit 7 45 Loss from discontinued operations, net of tax — (48 ) Gain (loss) on sale of discontinued operations, net of tax (979 ) 13,343 Income (loss) from discontinued operations (979 ) 13,295 Income from discontinued operations attributable to noncontrolling interest (157 ) (2,825 ) Income (loss) from discontinued operations attributable to Viad $ (1,136 ) $ 10,470 |
Reconciliation of Noncontrolling Interest, Income Statement | The following is a reconciliation of net income attributable to the noncontrolling interest: Nine Months Ended (in thousands) 2015 2014 Income from continuing operations $ 515 $ 530 Income from discontinued operations — 2,825 Net income attributable to noncontrolling interest $ 515 $ 3,355 |
Basis of Presentation and Pri45
Basis of Presentation and Principles of Consolidation - Narrative (Details) - Glacier Park Inc | 9 Months Ended |
Sep. 30, 2015Lodges | |
Business Acquisition [Line Items] | |
Ownership percentage by parent | 80.00% |
Number of lodges | 7 |
Lease term | 42 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | $ 1,025 | $ 59 | $ 3,131 | $ 1,562 |
Income tax benefit | (381) | (17) | (1,180) | (587) |
Share-based compensation, net of income tax benefit | 644 | 42 | 1,951 | 975 |
Restricted stock | ||||
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | 523 | 653 | 1,623 | 2,066 |
Performance unit incentive plan (“PUP”) | ||||
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | 456 | (600) | 1,444 | (505) |
Restricted stock units | ||||
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | $ 46 | $ 6 | $ 64 | $ 1 |
Share-Based Compensation - Su47
Share-Based Compensation - Summary of Liability Based Award Activity (Details) - Liability Based Awards | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
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) | 82,000 |
Vested (shares) | (105,115) |
Forfeited or Cancelled (shares) | (27,765) |
Ending Balance (shares) | 277,722 |
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 (USD per share) | $ / shares | $ 23.30 |
Granted, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 27.36 |
Vested, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 20.52 |
Forfeited or Cancelled, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 24.19 |
Ending Balance, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | $ 25.47 |
Performance unit incentive plan (“PUP”) | |
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) | 91,100 |
Vested (shares) | (103,555) |
Forfeited or Cancelled (shares) | (22,300) |
Ending Balance (shares) | 232,365 |
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 (USD per share) | $ / shares | $ 23.51 |
Granted, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 27.31 |
Vested, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 20.60 |
Forfeited or Cancelled, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 24.92 |
Ending Balance, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | $ 26.16 |
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) | (11,623) |
Forfeited or Cancelled (shares) | 0 |
Ending Balance (shares) | 18,547 |
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 (USD per share) | $ / shares | $ 23.17 |
Granted, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 27.35 |
Vested, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 20.91 |
Forfeited or Cancelled, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | 0 |
Ending Balance, Weighted-Average Grant Date Fair Value (USD per share) | $ / shares | $ 25.67 |
Share-Based Compensation - Su48
Share-Based Compensation - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Summary of stock option activity | |
Options outstanding, Beginning Balance (shares) | 247,590 |
Exercised (shares) | (54,076) |
Forfeited or Expired (shares) | (129,741) |
Options outstanding, Ending Balance (shares) | 63,773 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Options Outstanding, Beginning Balance, Weighted Average Exercise Price (USD per share) | $ / shares | $ 17.82 |
Exercised, Weighted Average Exercise Price (USD per share) | $ / shares | 16.62 |
Forfeited or Expired, Weighted Average Exercise Price (USD per share) | $ / shares | 18.91 |
Options Outstanding, Ending Balance, Weighted Average Exercise Price (USD per share) | $ / shares | $ 16.62 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Options outstanding, Beginning Balance, Options Exercisable (shares) | 247,590 |
Options outstanding, Ending Balance, Options Exercisable (shares) | 63,773 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 24, 2014 | Mar. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2014 | Feb. 28, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Share-based compensation before income tax benefit | $ 1,025,000 | $ 59,000 | $ 3,131,000 | $ 1,562,000 | ||||||
Dividends declared per common share (USD per share) | $ 1.50 | $ 0.1 | $ 0.1 | $ 0.3 | $ 1.8 | |||||
Dividends paid or unpaid | $ 30,500,000 | |||||||||
Repurchase of Common Stock for Employee Tax Withholding Obligations amount, shares | 34,364 | 45,711 | ||||||||
Repurchase of Common Stock for Employee Tax Withholding Obligations amount | $ 900,000 | $ 1,100,000 | ||||||||
Shares Available for Grant | 964,960 | 964,960 | ||||||||
Performance unit incentive plan (“PUP”) | ||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Share-based compensation before income tax benefit | $ 456,000 | $ (600,000) | $ 1,444,000 | (505,000) | ||||||
Award vesting period | 3 years | |||||||||
Payments To Employees | $ 2,400,000 | $ 2,900,000 | ||||||||
Restricted stock units | ||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Share-based compensation before income tax benefit | 46,000 | $ 6,000 | $ 64,000 | $ 1,000 | ||||||
Unamortized cost | 3,100,000 | $ 3,100,000 | ||||||||
Recognition Period of Unrecognized cost | 1 year 7 months 12 days | |||||||||
Restricted Stock | ||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Payments To Employees | $ 200,000 | $ 200,000 | ||||||||
Liabilities related to restricted stock | 300,000 | $ 300,000 | $ 500,000 | |||||||
Stock options | ||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Unamortized cost | 0 | 0 | ||||||||
Performance unit incentive plan (“PUP”) | ||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Liability awards recorded | 1,900,000 | 1,900,000 | $ 3,500,000 | |||||||
Restructuring Charges | ||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||||
Share-based compensation before income tax benefit | $ 0 | $ 100,000 |
Acquisition of Businesses - Sch
Acquisition of Businesses - Schedule of Recognized Assets Acquired and Liabilities Assumed (Details) $ in Thousands, € in Millions, £ in Millions | Nov. 24, 2014EUR (€) | Nov. 24, 2014USD ($) | Oct. 07, 2014USD ($) | Sep. 16, 2014GBP (£) | Sep. 16, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||
Purchase price, net of cash acquired | $ 430 | $ 40,775 | ||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ 186,319 | $ 194,197 | ||||||
Blitz Communication Group Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | £ 15 | $ 24,416 | ||||||
Cash acquired | (190) | |||||||
Purchase price, net of cash acquired | 24,226 | |||||||
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 | |||||||
onPeak LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 42,950 | |||||||
Cash acquired | (4,064) | |||||||
Purchase price, net of cash acquired | 38,886 | |||||||
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 | |||||||
Travel Planners, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | 33,674 | |||||||
Additional purchase price paid for tax election | 896 | |||||||
Cash acquired | (4,204) | |||||||
Working capital adjustment | (279) | |||||||
Purchase price, net of cash acquired | 30,087 | |||||||
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 | |||||||
N200 Limited and Affiliates | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | € 9.7 | $ 12,068 | ||||||
Cash acquired | (943) | |||||||
Working capital adjustment | 458 | |||||||
Contingent consideration | 1,145 | |||||||
Purchase price, net of cash acquired | 12,728 | |||||||
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 |
Acquisition of Businesses - Una
Acquisition of Businesses - Unaudited Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||
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 (USD per share) | $ 1.42 | $ 2.96 |
Basic net income (USD per share) | $ 1.44 | $ 3.01 |
Acquisition of Businesses - Nar
Acquisition of Businesses - Narrative (Details) $ in Thousands, € in Millions, £ in Millions | Oct. 05, 2015EUR (€) | Oct. 05, 2015USD ($) | Nov. 24, 2014EUR (€) | Nov. 24, 2014USD ($) | Oct. 07, 2014USD ($) | Sep. 16, 2014GBP (£) | Sep. 16, 2014USD ($) | Jul. 01, 2014USD ($) | Sep. 30, 2015USD ($) | Nov. 24, 2014USD ($) | Jul. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||||
Acquisition adjustment for intangibles | $ 700 | ||||||||||
Acquisition adjustment for goodwill | (600) | ||||||||||
West Glacier, Apgar Village, and other operations | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 16,500 | ||||||||||
Liability for working capital adjustment | $ 300 | ||||||||||
Blitz Communication Group Limited | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | £ 15 | $ 24,416 | |||||||||
Acquisition adjustment for property, plant, and equipment | 100 | ||||||||||
Acquisition adjustment for intangibles | 16 | ||||||||||
Acquisition adjustment for accrued dilapidations | 200 | ||||||||||
Acquisition adjustment for deferred taxes | 200 | ||||||||||
Acquisition adjustment for goodwill | 21 | ||||||||||
Goodwill expected to be tax deductible, term of recognition | 15 years | 15 years | |||||||||
Intangible assets | $ 8,692 | ||||||||||
Weighted average useful life of intangibles | 6 years 10 months 24 days | 6 years 10 months 24 days | |||||||||
onPeak LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 42,950 | ||||||||||
Acquisition adjustment for intangibles | 200 | ||||||||||
Acquisition adjustment for deferred taxes | 38 | ||||||||||
Acquisition adjustment for goodwill | (200) | ||||||||||
Goodwill expected to be tax deductible, term of recognition | 15 years | ||||||||||
Intangible assets | $ 14,100 | ||||||||||
Weighted average useful life of intangibles | 9 years 10 months 24 days | ||||||||||
Escrow deposit | $ 4,100 | ||||||||||
Goodwill deductible | 9,300 | ||||||||||
Travel Planners, Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | $ 33,674 | ||||||||||
Acquisition adjustment for intangibles | 600 | ||||||||||
Goodwill expected to be tax deductible, term of recognition | 15 years | ||||||||||
Intangible assets | $ 14,400 | ||||||||||
Weighted average useful life of intangibles | 9 years 9 months 18 days | ||||||||||
Escrow deposit | $ 8,800 | ||||||||||
Working capital adjustment | 279 | ||||||||||
Contingent liability | $ 900 | ||||||||||
Payable due to tax election | 400 | ||||||||||
Acquisition adjustment for accrued liabilities | 100 | ||||||||||
N200 Limited and Affiliates | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price | € 9.7 | $ 12,068 | |||||||||
Acquisition adjustment for intangibles | (100) | ||||||||||
Acquisition adjustment for deferred taxes | (20) | ||||||||||
Acquisition adjustment for goodwill | (300) | ||||||||||
Goodwill expected to be tax deductible, term of recognition | 15 years | 15 years | |||||||||
Intangible assets | $ 3,682 | ||||||||||
Weighted average useful life of intangibles | 7 years 4 months 24 days | 7 years 4 months 24 days | |||||||||
Working capital adjustment | $ (458) | ||||||||||
Contingent liability | € | € 1 | ||||||||||
Acquisition adjustment for accrued liabilities | 100 | ||||||||||
Acquisition adjustment for contingent consideration | 100 | ||||||||||
Acquisition adjustment for working capital payable | 500 | ||||||||||
Acquisition adjustment for accounts payable | $ 15 | ||||||||||
N200 Limited and Affiliates | Subsequent Event | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payment of contingent liability | € 1 | $ 1,100 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Components of Inventories | ||
Raw materials | $ 14,646 | $ 16,749 |
Work in process | 24,013 | 15,652 |
Inventories | $ 38,659 | $ 32,401 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $ 4,274 | $ 1,869 |
Prepaid software maintenance | 3,077 | 1,934 |
Prepaid insurance | 2,626 | 2,170 |
Prepaid vendor payments | 2,503 | 2,689 |
Prepaid rent | 1,493 | 186 |
Prepaid taxes | 1,010 | 1,416 |
Prepaid other | 2,982 | 4,427 |
Other | 609 | 2,749 |
Other current assets | $ 18,574 | $ 17,440 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property and Equipment | ||
Gross property and equipment | $ 439,195 | $ 487,899 |
Less: accumulated depreciation | (253,347) | (288,328) |
Property and equipment, net | 185,848 | 199,571 |
Land and land interests | ||
Property and Equipment | ||
Gross property and equipment | 29,200 | 30,360 |
Buildings and leasehold improvements | ||
Property and Equipment | ||
Gross property and equipment | 131,572 | 138,104 |
Equipment and other | ||
Property and Equipment | ||
Gross property and equipment | $ 278,423 | $ 319,435 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 7.5 | $ 7.7 | $ 21.6 | $ 21.1 |
Other Investments and Assets -
Other Investments and Assets - Summary of Other Investments and Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Investments, All Other Investments [Abstract] | ||
Cash surrender value of life insurance | $ 20,994 | $ 20,866 |
Self-insured liability receivable | 7,728 | 7,728 |
Workers’ compensation insurance security deposits | 4,250 | 4,250 |
Other mutual funds | 2,162 | 2,536 |
Other | 4,656 | 5,294 |
Other investments and assets | $ 39,790 | $ 40,674 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Continuing operations: | ||
Self-insured liability accrual | $ 6,728 | $ 6,297 |
Accrued employee benefit costs | 3,824 | 3,215 |
Accrued foreign income taxes | 3,767 | 2,370 |
Accrued sales and use taxes | 3,039 | 3,624 |
Accrued dividends | 2,102 | 2,107 |
Accrued rebates | 1,813 | 1,600 |
Current portion of pension liability | 1,729 | 1,641 |
Deferred rent | 1,721 | 783 |
Accrued restructuring | 1,020 | 1,154 |
Accrued professional fees | 990 | 1,228 |
Other | 6,725 | 2,837 |
Total continuing operations | 33,458 | 26,856 |
Discontinued operations: | ||
Environmental remediation liabilities | 289 | 350 |
Self-insured liability accrual | 214 | 173 |
Other | 403 | 408 |
Total discontinued operations | 906 | 931 |
Other current liabilities | $ 34,364 | $ 27,787 |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Summary of Goodwill Balances by Component and Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | $ 194,197 |
Purchase price allocation adjustments | 627 |
Foreign currency translation adjustments | (8,505) |
Balance at September 30, 2015 | 186,319 |
Marketing & Events U.S. Segment | |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | 110,618 |
Purchase price allocation adjustments | 230 |
Foreign currency translation adjustments | 0 |
Balance at September 30, 2015 | 110,848 |
Marketing & Events International Segment | |
Changes in the carrying amount of goodwill | |
Balance at December 31, 2014 | 42,221 |
Purchase price allocation adjustments | 397 |
Foreign currency translation adjustments | (2,905) |
Balance at September 30, 2015 | 39,713 |
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 | (5,600) |
Balance at September 30, 2015 | $ 35,758 |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | $ 43,142 | $ 46,200 |
Accumulated Amortization | (8,324) | (3,693) |
Intangible Assets, Gross (Excluding Goodwill) | 43,602 | 46,660 |
Customer contracts and relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 38,647 | 41,624 |
Accumulated Amortization | (6,534) | (2,961) |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 4,495 | 4,576 |
Accumulated Amortization | (1,790) | (732) |
Business licenses | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | 0 | 0 |
Unamortized intangible assets, Gross Carrying Value | $ 460 | $ 460 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Amortized Intangible Assets (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Estimated amortization expense related to amortized intangible assets | |
Remainder of 2015 | $ 1,802 |
2,016 | 6,370 |
2,017 | 5,546 |
2,018 | 4,573 |
2,019 | 4,190 |
Thereafter | 12,337 |
Total | $ 34,818 |
Goodwill and Other Intangible62
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Acquisition adjustment for goodwill | $ 0.6 | |||
Acquisition adjustment for intangibles | 0.7 | |||
Intangible asset amortization expense | $ 1.7 | $ 0.2 | $ 5.5 | $ 0.8 |
Other Deferred Items Liabilit63
Other Deferred Items Liabilities - Schedule of Other Deferred Items and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Continuing operations: | ||
Self-insured liability accrual | $ 12,772 | $ 13,525 |
Self-insured excess liability | 7,728 | 7,728 |
Accrued compensation | 6,989 | 6,824 |
Deferred rent | 3,010 | 2,787 |
Foreign deferred tax liability | 2,406 | 2,135 |
Accrued restructuring | 434 | 555 |
Other | 3,248 | 5,117 |
Total continuing operations | 36,587 | 38,671 |
Discontinued operations: | ||
Environmental remediation liabilities | 4,248 | 4,395 |
Self-insured liability accrual | 4,040 | 4,327 |
Accrued income taxes | 1,143 | 1,119 |
Other | 1,121 | 1,250 |
Total discontinued operations | 10,552 | 11,091 |
Other deferred items and liabilities | $ 47,139 | $ 49,762 |
Debt and Capital Lease Obliga64
Debt and Capital Lease Obligations - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Revolving credit facility and term loan, 2.3% and 2.4% weighted-average interest rate at September 30, 2015 and December 31, 2014, respectively, due through 2019 | $ 115,625 | $ 139,500 |
Capital lease obligations, 6.2% and 6.0% weighted-average interest at September 30, 2015 and December 31, 2014, respectively, due through 2018 | 1,282 | 1,520 |
Total debt | 116,907 | 141,020 |
Current portion | (18,489) | (27,856) |
Long-term debt and capital lease obligations | $ 98,418 | $ 113,164 |
Debt and Capital Lease Obliga65
Debt and Capital Lease Obligations - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | May. 18, 2011USD ($) | |
Line of Credit Facility [Line Items] | ||||
Interest rate on credit facility | 2.30% | 2.40% | ||
Weighted interest rate on long term debt | 6.00% | 6.00% | 6.00% | |
Fixed charge coverage ratio | 2.12 | 2.61 | ||
Leverage ratio | 1.66 | 1.73 | ||
Balance of long term debt | $ 141,020,000 | $ 116,907,000 | $ 141,020,000 | |
Revolving credit facility and term loan, 2.3% and 2.4% weighted-average interest rate at September 30, 2015 and December 31, 2014, respectively, due through 2019 | 139,500,000 | 115,625,000 | 139,500,000 | |
Capital lease obligations, 6.2% and 6.0% weighted-average interest at September 30, 2015 and December 31, 2014, respectively, due through 2018 | 1,520,000 | 1,282,000 | $ 1,520,000 | |
Remaining borrowing capacity on line of credit | 172,500,000 | |||
Letters of credit outstanding | 2,500,000 | |||
Commitment fee percentage on line of credit | 0.35% | |||
Maximum potential amount of future payments | $ 2,900,000 | |||
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 | 123,000,000 | $ 101,600,000 | $ 123,000,000 | |
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility and term loan, 2.3% and 2.4% weighted-average interest rate at September 30, 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 facility and term loan, 2.3% and 2.4% weighted-average interest rate at September 30, 2015 and December 31, 2014, respectively, due through 2019 | $ 125,000,000 | 115,600,000 | 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% | |||
Amended and Restated Credit Agreement | Senior Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | $ 300,000,000 | 300,000,000 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | 175,000,000 | 175,000,000 | ||
Additional borrowing capacity on line of credit | 100,000,000 | 100,000,000 | ||
Line of Credit borrowings used to support letter of credit | 40,000,000 | 40,000,000 | ||
Amended and Restated Credit Agreement | Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | $ 125,000,000 | $ 125,000,000 | ||
Amended and Restated Credit Agreement | First Debt Covenant Trigger | ||||
Line of Credit Facility [Line Items] | ||||
Fixed charge coverage ratio | 2 | |||
Leverage ratio | 2.75 | |||
Amended and Restated Credit Agreement | Second Debt Covenant Trigger | ||||
Line of Credit Facility [Line Items] | ||||
Leverage ratio | 2.50 | |||
Amended 2014 Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity on line of credit | $ 180,000,000 | |||
2011 Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Balance of long term debt | $ 116,900,000 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring and Nonrecurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair value information related to assets | ||
Assets | $ 9,681 | $ 11,054 |
Liabilities | (1,118) | (1,210) |
Earnout contingent consideration liability | ||
Fair value information related to assets | ||
Liabilities | (1,118) | (1,210) |
Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | 9,681 | 11,054 |
Liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Earnout contingent consideration liability | ||
Fair value information related to assets | ||
Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Earnout contingent consideration liability | ||
Fair value information related to assets | ||
Liabilities | 0 | 0 |
Significant Unobserved Inputs (Level 3) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Liabilities | (1,118) | (1,210) |
Significant Unobserved Inputs (Level 3) | Earnout contingent consideration liability | ||
Fair value information related to assets | ||
Liabilities | (1,118) | (1,210) |
Money market funds | ||
Fair value information related to assets | ||
Assets | 7,519 | 8,518 |
Money market funds | Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | 7,519 | 8,518 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Money market funds | Significant Unobserved Inputs (Level 3) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Other mutual funds | ||
Fair value information related to assets | ||
Assets | 2,162 | 2,536 |
Other mutual funds | Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | 2,162 | 2,536 |
Other mutual funds | Significant Other Observable Inputs (Level 2) | ||
Fair value information related to assets | ||
Assets | 0 | 0 |
Other mutual funds | Significant Unobserved Inputs (Level 3) | ||
Fair value information related to assets | ||
Assets | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) € in Millions | Oct. 05, 2015EUR (€) | Oct. 05, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Cash and Cash Equivalents [Line Items] | ||||
Unrealized gains on the investments after-tax | $ 451,000 | $ 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 | 700,000 | 800,000 | ||
Fair Value, Measurements, Recurring | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, Fair Value Disclosure | 9,681,000 | 11,054,000 | ||
Fair Value, Measurements, Recurring | Money market funds | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, Fair Value Disclosure | 7,519,000 | 8,518,000 | ||
Fair Value, Measurements, Recurring | Other mutual funds | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, Fair Value Disclosure | 2,162,000 | $ 2,536,000 | ||
N200 Limited and Affiliates | ||||
Cash and Cash Equivalents [Line Items] | ||||
Increase in contingent liability | $ 100,000 | |||
Subsequent Event | N200 Limited and Affiliates | ||||
Cash and Cash Equivalents [Line Items] | ||||
Payment of contingent liability | € 1 | $ 1,100,000 |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Stockholders' Equity to Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Noncontrolling Interest [Line Items] | |||||
Beginning Balance | $ 347,702 | $ 356,543 | |||
Net income attributable to Viad | $ 7,230 | $ 29,620 | 27,563 | 58,244 | |
Net income attributable to noncontrolling interest | (688) | (951) | (515) | (3,355) | |
Net income | 7,918 | 30,571 | 28,078 | 61,599 | |
Dividends on common stock | (6,020) | (36,374) | |||
Common stock purchased for treasury | (4,776) | (11,631) | |||
Employee benefit plans | 5,243 | 5,519 | |||
Unrealized foreign currency translation adjustments, net of tax(1) | [1] | (11,491) | (9,799) | (23,117) | (9,950) |
Tax benefits from shared-based compensation | 13 | ||||
Other changes to AOCI | 209 | ||||
Unrealized losses on investments, net of tax(1) | [1] | (153) | (67) | (20) | (17) |
Employee Stock Ownership Plan allocation adjustment | 44 | ||||
Other | (1) | (32) | |||
Ending Balance | 347,331 | 365,701 | 347,331 | 365,701 | |
Total Viad Equity | |||||
Noncontrolling Interest [Line Items] | |||||
Beginning Balance | 335,387 | 347,441 | |||
Net income | 58,244 | ||||
Dividends on common stock | (6,020) | (36,374) | |||
Common stock purchased for treasury | (4,776) | (11,631) | |||
Employee benefit plans | 5,243 | 5,519 | |||
Unrealized foreign currency translation adjustments, net of tax(1) | (23,117) | (9,950) | |||
Tax benefits from shared-based compensation | 13 | ||||
Other changes to AOCI | 209 | ||||
Unrealized losses on investments, net of tax(1) | (17) | ||||
Employee Stock Ownership Plan allocation adjustment | 44 | ||||
Other | 0 | (32) | |||
Ending Balance | 334,502 | 353,244 | 334,502 | 353,244 | |
Non-Controlling Interest | |||||
Noncontrolling Interest [Line Items] | |||||
Beginning Balance | 12,315 | 9,102 | |||
Net income attributable to noncontrolling interest | 515 | 3,355 | |||
Dividends on common stock | 0 | 0 | |||
Common stock purchased for treasury | 0 | 0 | |||
Employee benefit plans | 0 | 0 | |||
Unrealized foreign currency translation adjustments, net of tax(1) | 0 | 0 | |||
Tax benefits from shared-based compensation | 0 | ||||
Other changes to AOCI | 0 | ||||
Unrealized losses on investments, net of tax(1) | 0 | ||||
Employee Stock Ownership Plan allocation adjustment | 0 | ||||
Other | (1) | 0 | |||
Ending Balance | $ 12,829 | $ 12,457 | $ 12,829 | $ 12,457 | |
[1] | The tax effect on other comprehensive income (loss) is not significant. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance at December 31, 2014 | $ (393) | |
Other comprehensive income (loss) before reclassifications | (23,088) | |
Amounts reclassified from AOCI, net of tax | (27) | |
Net other comprehensive income (loss) | (23,115) | |
Balance at September 30, 2015 | (23,508) | |
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 | 29 | |
Amounts reclassified from AOCI, net of tax | (49) | $ (32) |
Net other comprehensive income (loss) | (20) | |
Balance at September 30, 2015 | 451 | |
Cumulative Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance at December 31, 2014 | 12,416 | |
Other comprehensive income (loss) before reclassifications | (23,117) | |
Amounts reclassified from AOCI, net of tax | 0 | |
Net other comprehensive income (loss) | (23,117) | |
Balance at September 30, 2015 | (10,701) | |
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 | 22 | $ (32) |
Net other comprehensive income (loss) | 22 | |
Balance at September 30, 2015 | $ (13,258) |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassification out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Income Tax Expense (Benefit) | $ 3,746 | $ (2,623) | $ 10,851 | $ 870 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 27 | |||
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 | 79 | 52 | ||
Income Tax Expense (Benefit) | (30) | (20) | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 49 | 32 | ||
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 | (569) | (705) | ||
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax | 414 | 757 | ||
Income Tax Expense (Benefit) | 133 | (20) | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $ (22) | $ 32 |
Income (Loss) Per Share - Recon
Income (Loss) Per Share - Reconciliation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Numerator: | ||||||
Net income attributable to Viad | $ 7,230 | $ 29,620 | $ 27,563 | $ 58,244 | ||
Less: Allocation to non-vested shares | (100) | (538) | (402) | (1,098) | ||
Net income allocated to Viad common stockholders | $ 7,130 | $ 29,082 | $ 27,161 | $ 57,146 | ||
Denominator: | ||||||
Weighted-average outstanding common shares (shares) | 19,831 | 19,679 | 19,782 | 19,832 | ||
Additional dilutive shares related to share-based compensation | 143 | 275 | 164 | 342 | ||
Weighted-average outstanding and potentially dilutive shares | 19,974 | 19,954 | 19,946 | 20,174 | ||
Net income attributable to Viad common stockholders (USD per Share) | $ 0.36 | $ 1.48 | $ 1.37 | $ 2.88 | ||
Net income attributable to Viad common stockholders (USD per share) | $ 0.36 | $ 1.48 | $ 1.37 | [1] | $ 2.88 | [1] |
[1] | Diluted income per share amount cannot exceed basic income per share. |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Per Share (Textual) [Abstract] | ||||
Additional dilutive shares related to share-based compensation | 143,000 | 275,000 | 164,000 | 342,000 |
Stock options | ||||
Income Per Share (Textual) [Abstract] | ||||
Common stock shares effect would be anti-dilutive | 4,897 | 27,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate | 31.70% | 9.10% | 27.70% | 1.80% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
Tax credit carryforward | $ 21.8 | ||||
Liability for uncertain tax positions from continuing operations | $ 0.9 | $ 0.9 | 1.3 | ||
Liability for uncertain tax positions from discontinued operations | 1.1 | 1.1 | 1.1 | ||
Liability for uncertain tax positions | 2 | 2 | 2.4 | ||
Unrecognized tax positions to be settled in the next 12 months | $ 0.5 | $ 0.5 | |||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward expiration period | 10 years | ||||
Tax credit carryforward | $ 12.7 |
Pension and Postretirement Be74
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension Plans | ||||
Net periodic benefit cost of pension and post retirement benefit plans | ||||
Service cost | $ 25 | $ 20 | $ 76 | $ 65 |
Interest cost | 237 | 263 | 763 | 809 |
Expected return on plan assets | (93) | (107) | (285) | (327) |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Recognized net actuarial loss | 100 | 101 | 368 | 305 |
Net periodic benefit cost | 269 | 277 | 922 | 852 |
US Postretirement Benefit Plans | ||||
Net periodic benefit cost of pension and post retirement benefit plans | ||||
Service cost | 27 | 11 | 114 | 105 |
Interest cost | 148 | 140 | 464 | 517 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service credit | (138) | (149) | (414) | (445) |
Recognized net actuarial loss | 123 | 16 | 396 | 225 |
Net periodic benefit cost | 160 | 18 | 560 | 402 |
Foreign Pension Plans | ||||
Net periodic benefit cost of pension and post retirement benefit plans | ||||
Service cost | 123 | 104 | 382 | 313 |
Interest cost | 124 | 158 | 384 | 478 |
Expected return on plan assets | (143) | (161) | (443) | (484) |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Recognized net actuarial loss | 2 | 3 | 5 | 8 |
Net periodic benefit cost | $ 106 | $ 104 | $ 328 | $ 315 |
Pension and Postretirement Be75
Pension and Postretirement Benefits - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Pension Plans | Funded Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in funded pension plans | $ 1.4 |
Pension Contributions | 1 |
Pension Plans | Unfunded Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in unfunded pension plans | 0.8 |
Pension Contributions | 0.5 |
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 | $ 1 |
Restructuring Charges - Reconci
Restructuring Charges - Reconciliation of Beginning and Ending Liability Balances by Major Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reconciliation of beginning and ending liability balances by major restructuring activity | ||||
Beginning Balance | $ 1,944 | |||
Restructuring charges | $ 257 | $ 238 | 1,542 | $ 1,814 |
Restructuring liabilities | (1,888) | (4,268) | ||
Adjustment to liability | (144) | |||
Closing Balance | 1,454 | 1,454 | ||
Marketing & Events Group | ||||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||||
Restructuring charges | 25 | $ 186 | 496 | $ 392 |
Marketing & Events Group | Severance & Employee Benefits | ||||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||||
Beginning Balance | 543 | |||
Restructuring charges | 882 | |||
Restructuring liabilities | (1,036) | |||
Adjustment to liability | 0 | |||
Closing Balance | 389 | 389 | ||
Marketing & Events Group | Facilities | ||||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||||
Beginning Balance | 1,161 | |||
Restructuring charges | 98 | |||
Restructuring liabilities | (291) | |||
Adjustment to liability | 0 | |||
Closing Balance | 968 | 968 | ||
Other Restructuring | Severance & Employee Benefits | ||||
Reconciliation of beginning and ending liability balances by major restructuring activity | ||||
Beginning Balance | 240 | |||
Restructuring charges | 562 | |||
Restructuring liabilities | (561) | |||
Adjustment to liability | (144) | |||
Closing Balance | $ 97 | $ 97 |
Litigation, Claims, Contingen77
Litigation, Claims, Contingencies and Other (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)Agreement | |
Loss Contingencies [Line Items] | |
Environmental remediation liability | $ 4,500,000 |
Maximum potential amount of future payments | $ 2,900,000 |
Guarantees relate to leased facilities expiry date | October 2,017 |
Recourse provision to recover guarantees | $ 0 |
Bargaining agreements | Agreement | 100 |
Self insurance reserve | $ 19,500,000 |
Workers' compensation liability | 12,300,000 |
Self insurance reserve for general and auto | 7,200,000 |
Self insurance reserve on discontinued operations | 4,300,000 |
Payments for self insurance | 3,900,000 |
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 | 4,600,000 |
Self insurance reserve in which company is the primary obligor for general liability | 3,100,000 |
Minimum | |
Loss Contingencies [Line Items] | |
General range on claims | 200,000 |
Maximum | |
Loss Contingencies [Line Items] | |
General range on claims | $ 500,000 |
Segment Information - Reconcili
Segment Information - Reconciliation of Income Statement Items from Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reportable segments reconciliations: | ||||
Total revenues | $ 255,946 | $ 299,802 | $ 837,377 | $ 841,834 |
Segment operating income (loss) | (13,217) | (29,546) | (43,585) | (53,013) |
Interest income | 65 | 81 | 571 | 200 |
Interest expense | (1,198) | (462) | (3,452) | (1,069) |
Restructuring charges | (257) | (238) | (1,542) | (1,814) |
Impairment charges | 0 | (884) | ||
Income from continuing operations before income taxes | 11,827 | 28,927 | 39,162 | 49,446 |
Marketing & Events Group | ||||
Reportable segments reconciliations: | ||||
Total revenues | 188,863 | 226,662 | 732,360 | 731,071 |
Segment operating income (loss) | 14,790 | (2,366) | (18,977) | (29,556) |
Restructuring charges | (25) | (186) | (496) | (392) |
Marketing & Events International Segment | ||||
Reportable segments reconciliations: | ||||
Restructuring charges | (213) | (128) | (484) | (1,648) |
Impairment charges | 0 | 0 | 0 | (884) |
Travel & Recreation Group | ||||
Reportable segments reconciliations: | ||||
Total revenues | 67,083 | 73,140 | 105,017 | 110,763 |
Segment operating income (loss) | (29,361) | (30,648) | (30,755) | (30,955) |
Restructuring charges | (18) | (30) | (160) | 41 |
Other Segments | ||||
Reportable segments reconciliations: | ||||
Segment operating income (loss) | (14,571) | (33,014) | (49,732) | (60,511) |
Corporate | ||||
Reportable segments reconciliations: | ||||
Segment operating income (loss) | (1,354) | (3,468) | (6,147) | (7,498) |
Restructuring charges | (1) | 106 | (402) | 185 |
Intersegment Eliminations | Marketing & Events Group | ||||
Reportable segments reconciliations: | ||||
Total revenues | (4,321) | (5,595) | (13,475) | (13,517) |
U.S. | Marketing & Events Group | ||||
Reportable segments reconciliations: | ||||
Total revenues | 148,314 | 168,058 | 550,006 | 558,292 |
Segment operating income (loss) | 9,039 | (1,069) | (12,572) | (22,044) |
International | Marketing & Events Group | ||||
Reportable segments reconciliations: | ||||
Total revenues | 44,870 | 64,199 | 195,829 | 186,296 |
Segment operating income (loss) | $ 5,751 | $ (1,297) | $ (6,405) | $ (7,512) |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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 | $ 28,000 | |||
(Income) loss from discontinued operations | $ 163 | $ 979 | $ 233 | (13,023) | |
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 | ||||
Gain on Possessory Interest, before Tax | 21,500 | ||||
Gain on Possessory Interest, Net of Tax, Attributable to Parent Only | 12,600 | ||||
Gain on Possessory Interest, Net of Tax, Attributable to Noncontrolling Interest | $ 2,800 | ||||
(Income) loss from discontinued operations | $ 979 | $ (13,295) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Disconnected Operations, Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations | $ (163) | $ (979) | $ (233) | $ 13,023 |
Income from discontinued operations | 0 | (2,825) | ||
Income (loss) from discontinued operations attributable to Viad | $ (163) | (1,136) | $ (233) | 10,198 |
Glacier Park | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenue | 0 | 0 | ||
Costs and expenses | (7) | (93) | ||
Loss from discontinued operations, before income taxes | (7) | (93) | ||
Income tax benefit | 7 | 45 | ||
Loss from discontinued operations, net of tax | 0 | (48) | ||
Gain (loss) on sale of discontinued operations, net of tax | (979) | 13,343 | ||
Income (loss) from discontinued operations | (979) | 13,295 | ||
Income from discontinued operations | (157) | (2,825) | ||
Income (loss) from discontinued operations attributable to Viad | $ (1,136) | $ 10,470 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Noncontrolling Interest, Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Income from continuing operations | $ 515 | $ 530 | ||
Income from discontinued operations | 0 | 2,825 | ||
Net income attributable to noncontrolling interest | $ 688 | $ 951 | $ 515 | $ 3,355 |