Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | VIAD CORP | |
Entity Central Index Key | 884,219 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | VVI | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,285,032 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 31,239 | $ 56,531 | |
Accounts receivable, net of allowances for doubtful accounts of $1,625 and $1,593, respectively | 122,254 | 93,800 | |
Inventories | 38,952 | 27,529 | |
Other current assets | 27,417 | 17,311 | |
Total current assets | 219,862 | 195,171 | |
Property and equipment, net | 249,011 | 189,239 | |
Other investments and assets | 37,297 | 37,631 | [1] |
Deferred income taxes | 46,782 | 50,137 | |
Goodwill | 187,475 | 185,223 | |
Other intangible assets, net | 40,237 | 33,322 | |
Total Assets | 780,664 | 690,723 | |
Current liabilities | |||
Accounts payable | 92,500 | 65,497 | |
Customer deposits | 77,884 | 33,128 | |
Accrued compensation | 23,438 | 23,154 | |
Other current liabilities | 31,771 | 29,238 | |
Current portion of debt and capital lease obligations | 47,605 | 34,554 | |
Total current liabilities | 273,198 | 185,571 | |
Long-term debt and capital lease obligations | 83,420 | 92,849 | |
Pension and postretirement benefits | 29,369 | 29,629 | |
Other deferred items and liabilities | 43,897 | 47,336 | |
Total liabilities | 429,884 | 355,385 | |
Commitments and contingencies | |||
Viad Corp stockholders’ equity: | |||
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued | 37,402 | 37,402 | |
Additional capital | 572,902 | 576,523 | |
Retained deficit | (9,390) | (17,866) | |
Unearned employee benefits and other | 120 | 109 | |
Accumulated other comprehensive income (loss): | |||
Unrealized gain on investments | 366 | 346 | |
Cumulative foreign currency translation adjustments | (18,685) | (23,257) | |
Unrecognized net actuarial loss and prior service credit, net | (11,180) | (11,265) | |
Common stock in treasury, at cost, 4,664,712 and 4,771,443 shares, respectively | (233,285) | (239,411) | |
Total Viad stockholders’ equity | 338,250 | 322,581 | |
Noncontrolling interest | 12,530 | 12,757 | |
Total stockholders’ equity | 350,780 | 335,338 | |
Total Liabilities and Stockholders’ Equity | $ 780,664 | $ 690,723 | |
[1] | In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company adopted the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction of long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,625 | $ 1,593 |
Common stock, par value | $ 1.50 | $ 1.50 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 24,934,981 | 24,934,981 |
Treasury stock, shares | 4,664,712 | 4,771,443 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Revenue: | |||||
Exhibition and event services | $ 240,028 | $ 237,614 | $ 441,314 | $ 450,866 | |
Exhibits and environments | 44,236 | 48,955 | 79,086 | 92,631 | |
Travel and recreation services | 40,483 | 30,466 | 45,709 | 37,934 | |
Total revenue | 324,747 | 317,035 | 566,109 | 581,431 | |
Costs and expenses: | |||||
Costs of services | 250,041 | 236,868 | 464,268 | 462,129 | |
Costs of products sold | 40,692 | 43,881 | 74,107 | 84,141 | |
Corporate activities | 2,707 | 1,983 | 4,618 | 4,793 | |
Interest income | (38) | (443) | (94) | (506) | |
Interest expense | 1,336 | 1,103 | 2,620 | 2,254 | |
Restructuring charges | 975 | 1,069 | 1,967 | 1,285 | |
Total costs and expenses | 295,713 | 284,461 | 547,486 | 554,096 | |
Income from continuing operations before income taxes | 29,034 | 32,574 | 18,623 | 27,335 | |
Income tax expense | 9,226 | 10,372 | 5,774 | 7,105 | |
Income from continuing operations | 19,808 | 22,202 | 12,849 | 20,230 | |
Income (loss) from discontinued operations | (364) | 78 | (550) | (70) | |
Net income | 19,444 | 22,280 | 12,299 | 20,160 | |
Net loss attributable to noncontrolling interest | 65 | 109 | 227 | 173 | |
Net income attributable to Viad | $ 19,509 | $ 22,389 | $ 12,526 | $ 20,333 | |
Diluted income (loss) per common share: | |||||
Continuing operations attributable to Viad common stockholders | $ 0.98 | $ 1.11 | $ 0.65 | $ 1.02 | |
Discontinued operations attributable to Viad common stockholders | (0.02) | 0.01 | (0.03) | (0.01) | |
Net income attributable to Viad common stockholders | [1] | $ 0.96 | $ 1.12 | $ 0.62 | $ 1.01 |
Weighted-average outstanding and potentially dilutive common shares | 20,153 | 19,918 | 20,124 | 19,933 | |
Basic income (loss) per common share: | |||||
Continuing operations attributable to Viad common stockholders | $ 0.98 | $ 1.11 | $ 0.65 | $ 1.02 | |
Discontinued operations attributable to Viad common stockholders | (0.02) | 0.01 | (0.03) | (0.01) | |
Net income attributable to Viad common stockholders | $ 0.96 | $ 1.12 | $ 0.62 | $ 1.01 | |
Weighted-average outstanding common shares | 19,983 | 19,778 | 19,949 | 19,757 | |
Dividends declared per common share | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | |
Amounts attributable to Viad common stockholders | |||||
Income from continuing operations | $ 19,873 | $ 22,311 | $ 13,076 | $ 20,403 | |
Income (loss) from discontinued operations | (364) | 78 | (550) | (70) | |
Net income attributable to Viad | $ 19,509 | $ 22,389 | $ 12,526 | $ 20,333 | |
[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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 19,444 | $ 22,280 | $ 12,299 | $ 20,160 | |
Other comprehensive income (loss): | |||||
Unrealized gains (losses) on investments, net of tax | [1] | 21 | (26) | 20 | 133 |
Unrealized foreign currency translation adjustments, net of tax | [1] | (3,470) | 5,953 | 4,572 | (11,626) |
Change in net actuarial gain, net of tax | [1] | 83 | 168 | 241 | 336 |
Change in prior service cost, net of tax | [1] | (71) | (85) | (156) | (171) |
Comprehensive income | 16,007 | 28,290 | 16,976 | 8,832 | |
Comprehensive loss attributable to noncontrolling interest | 65 | 109 | 227 | 173 | |
Comprehensive income attributable to Viad | $ 16,072 | $ 28,399 | $ 17,203 | $ 9,005 | |
[1] | The tax effect on other comprehensive income (loss) is not significant. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net income | $ 12,299 | $ 20,160 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 18,557 | 17,870 |
Deferred income taxes | (3,318) | (1,147) |
Loss from discontinued operations | 550 | 70 |
Restructuring charges | 1,967 | 1,285 |
Gains on dispositions of property and other assets | (185) | (222) |
Share-based compensation expense | 2,499 | 2,106 |
Excess tax benefit from share-based compensation arrangements | (39) | (232) |
Other non-cash items, net | 1,591 | 3,493 |
Change in operating assets and liabilities (excluding the impact of acquisitions): | ||
Receivables | (29,915) | (43,036) |
Inventories | (11,035) | 1,896 |
Accounts payable | 24,661 | 22,860 |
Restructuring liabilities | (1,832) | (1,669) |
Accrued compensation | (3,465) | (1,128) |
Customer deposits | 43,656 | 9,166 |
Income taxes payable | (1,591) | 1,905 |
Other assets and liabilities, net | (22) | 4,643 |
Net cash provided by operating activities | 54,378 | 38,020 |
Cash flows from investing activities | ||
Capital expenditures | (20,597) | (13,150) |
Cash paid for acquired businesses | (57,766) | (123) |
Proceeds from dispositions of property and other assets | 1,008 | 751 |
Net cash used in investing activities | (77,355) | (12,522) |
Cash flows from financing activities | ||
Proceeds from borrowings | 55,000 | 30,000 |
Payments on debt and capital lease obligations | (52,054) | (38,100) |
Dividends paid on common stock | (4,050) | (4,008) |
Debt issuance costs | (352) | |
Common stock purchased for treasury | (651) | (5,969) |
Excess tax benefit from share-based compensation arrangements | 39 | 232 |
Proceeds from exercise of stock options | 2,135 | |
Net cash used in financing activities | (2,068) | (15,710) |
Effect of exchange rate changes on cash and cash equivalents | (247) | (1,921) |
Net change in cash and cash equivalents | (25,292) | 7,867 |
Cash and cash equivalents, beginning of year | 56,531 | 56,990 |
Cash and cash equivalents, end of period | 31,239 | 64,857 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 5,794 | 2,792 |
Cash paid for interest | 2,374 | 1,659 |
Property and equipment acquired under capital leases | 691 | 370 |
Property and equipment purchases in accounts payable and accrued liabilities | $ 2,655 | $ 338 |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Note 1. 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, 2015, filed with the SEC on March 11, 2016. 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 reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things, the 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, liabilities for losses related to environmental remediation obligations, sublease income associated with restructuring liabilities, assumptions used to measure pension and postretirement benefit costs and obligations, assumptions used to determine 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 is an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, and the United Arab Emirates. Viad is committed to providing best in class experiences to its clients, customers, and guests by offering products and services designed to meet their current and future needs. Viad operates through three reportable business segments: the Marketing & Events U.S. Segment (the “U.S. Segment”), the Marketing & Events International Segment (the “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 produces exhibitions, congresses and conferences, corporate events, consumer events, exhibits, and entertainment experiences. GES provides a comprehensive range of live event services, including official show services, audio-visual services, cutting-edge creative and design, strategic marketing and measurement services, registration, and event accommodations – all with a global reach. GES’ clients include event organizers and corporate brand marketers. 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. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events. Travel & Recreation Group The Travel & Recreation Group offers guests distinctive and world renowned experiences in iconic natural and cultural destinations in North America through its collection of unique hotels, lodges, recreational attractions, and transportation services Impact of Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements: Standard Description Date of adoption Effect on the financial statements Standards Not Yet Adopted ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) The standard establishes a new recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company may adopt either retrospectively to each prior period presented with the option to elect certain practical expedients or with the cumulative effect recognized at the date of initial application and providing certain disclosures. Subsequent to the issuance of ASU 2014-09, the FASB issued several amendments in 2016 to the original standard including ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedient 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. ASU 2015-11 , Inventory (Topic 330) - Simplifying the Measurement of Inventory The amendment applies 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. January 1, 2017 The adoption of this guidance is not expected to have a significant effect on Viad's consolidated financial statements. ASU 2016-02 , Leases (Topic 842) The amendment requires lessees to recognize on their balance sheet a right-of-use asset and a lease liability for leases with lease terms greater than one year. The amendment requires additional disclosures about leasing arrangements, and requires a modified retrospective approach to adoption. Early adoption is permitted. January 1, 2019 The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations. ASU 2016-09 , Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting The amendment identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. Early adoption is permitted. January 1, 2017 The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations. Standard Description Date of adoption Effect on the financial statements Standards Recently Adopted ASU 2014-12 , Compensation - Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period The amendment requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. January 1, 2016 The Company adopted this guidance prospectively to all awards granted after the effective date. The adoption of this guidance did not have a material impact on the consolidated financial statements. ASU 2015-03 , Interest - Imputation of Interest Simplifying the Presentation of Debt Issuance Costs ASU 2015-15 , Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements The amendments require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. For line-of-credit arrangements, 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. January 1, 2016 The adoption of this guidance resulted in the reclassification of unamortized debt issuance costs of $1.6 million from other long-term assets to a reduction in long-term debt on the December 31, 2015 consolidated balance sheet. ASU 2015-16 , Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments The amendment requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. January 1, 2016 The adoption of this guidance did not have a material impact on the consolidated financial statements. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 2. Share-Based Compensation The following table summarizes share-based compensation expense: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2016 2015 2016 2015 Restricted stock $ 576 $ 506 $ 1,074 $ 1,100 Performance unit incentive plan (“PUP”) 816 376 1,351 988 Restricted stock units 41 (7 ) 74 18 Share-based compensation before income tax benefit 1,433 875 2,499 2,106 Income tax benefit (540 ) (325 ) (938 ) (792 ) Share-based compensation, net of income tax benefit $ 893 $ 550 $ 1,561 $ 1,314 Viad recorded zero and $0.2 million of share-based compensation expense through restructuring expense for the three and six months ended June 30, 2016, respectively, and $56,000 and $0.1 million for the three and six months ended June 30, 2015, respectively. 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 Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Balance at December 31, 2015 279,217 $ 25.65 231,165 $ 26.15 16,447 $ 25.69 Granted 74,300 $ 27.01 104,084 $ 26.88 5,500 $ 26.98 Vested (71,005 ) $ 26.89 (73,188 ) $ 27.35 (5,965 ) $ 27.18 Forfeited (7,054 ) $ 24.80 (6,556 ) $ 25.84 — $ — Balance at June 30, 2016 275,458 $ 25.72 255,505 $ 26.11 15,982 $ 25.58 Restricted Stock As of June 30, 2016, the unamortized cost of all outstanding restricted stock awards was $3.5 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.6 years. During the six months ended June 30, 2016 and 2015, the Company repurchased 23,625 shares for $0.7 million and 34,184 shares for $0.9 million, respectively, related to tax withholding requirements on vested share-based awards. As of June 30, 2016, there were 892,084 total shares available for future grant in accordance with the provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”). PUP Awards In February 2016, the PUP Plan was amended to provide that PUP awards earned under the 2007 Plan may be payable in the form of cash or in shares of Viad common stock (or a combination of both). Previously, payouts could only be made in cash. The vesting of shares is based upon achievement of certain performance-based criteria. The performance period of the shares is for a three-year period. During the six months ended June 30, 2016, Viad granted $2.7 million PUP awards of which $0.9 million are payable in shares. As of June 30, 2016 and December 31, 2015, Viad had recorded liabilities of $3.5 million and $2.4 million, respectively, related to PUP awards. In March 2016, the PUP awards granted in 2013 vested and cash payouts of $0.2 million were distributed. In March 2015, the PUP awards granted in 2012 vested and cash payouts of $2.4 million were distributed. Restricted Stock Units As of June 30, 2016 and December 31, 2015, Viad had aggregate liabilities recorded of $0.2 million and $0.3 million, respectively, related to restricted stock units. In February 2016, portions of the 2011, 2012, and 2013 restricted stock units vested and cash payouts of $0.2 million were distributed. Similarly, in February 2015, portions of the 2010, 2011, and 2012 restricted stock units vested and cash payouts of $0.3 million were distributed. Stock Options During the three and six months ended June 30, 2016, there was no stock option activity. As of both June 30, 2016 and December 31, 2015 there were 63,773 stock options outstanding and exercisable with a weighted-average exercise price of $16.62. As of June 30, 2016, there were no unrecognized costs related to non-vested stock option awards. |
Acquisition of Businesses
Acquisition of Businesses | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition of Businesses | Note 3. Acquisition of Businesses Maligne Lake Tours On January 4, 2016, the Company acquired the assets and operations of Maligne Tours Ltd. (“Maligne Lake Tours”), which provides interpretive boat tours and related services at Maligne Lake, the largest lake in Jasper National Park. The purchase price was $20.9 million Canadian dollars (approximately $15.0 million U.S. dollars) in cash, subject to certain adjustments. The following table summarizes the allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment and intangible assets. (in thousands) Purchase price paid as: Cash $ 14,962 Fair value of net assets acquired: Inventories $ 246 Prepaid expenses 2 Property and equipment 4,133 Intangible assets 9,244 Total assets acquired 13,625 Customer deposits 15 Total liabilities assumed 15 Total fair value of net assets acquired 13,610 Excess purchase price over fair value of net assets acquired (“goodwill”) $ 1,352 Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill is included in the Travel & Recreation Group and the primary factor that contributed to the purchase price resulting in the recognition of goodwill relates to future growth opportunities when combined with the Company’s other businesses. Goodwill is expected to be deductible for tax purposes pursuant to Canadian tax regulations. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of Maligne Lake Tours were $0.1 million in 2016 and $0.2 million in 2015, and are included in corporate activities in Viad’s condensed consolidated statements of operations. Identified intangible assets acquired in the Maligne Lake Tours acquisition totaled $9.2 million and consist of operating licenses, customer relationships, and trade names. The weighted-average amortization period related to the intangible assets is 26.7 years, largely attributable to operating licenses amortized over the remaining Parks Canada lease of 29 years. The results of operations of Maligne Lake Tours have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended June 30, 2016, revenue and operating income related to Maligne Lake Tours were $1.6 million and $0.1 million, respectively. During the six months ended June 30, 2016, revenue and operating losses related to Maligne Lake Tours were $1.6 million and $44,000, respectively. CATC On March 11, 2016, the Company acquired 100 percent of the equity interest in CIRI Alaska Tourism Corporation (“CATC”), the operator of an Alaskan tourism business that includes a marine sightseeing tour business, three lodges, and a package tour business. The purchase price was $45.0 million in cash, subject to certain adjustments. The following table summarizes the updated allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. During the three months ended June 30, 2016, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $89,000 from working capital receivable, $0.1 million to accounts payable, and $16,000 from accrued liabilities. All other balances in the following table remain unchanged. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment and intangible assets. (in thousands) Purchase price paid as: Cash $ 45,000 Working capital receivable (35 ) Cash acquired (2,196 ) Purchase price, net of cash acquired 42,769 Fair value of net assets acquired: Accounts receivable $ 8 Inventories 921 Prepaid expenses 82 Property and equipment 43,470 Intangible assets 980 Total assets acquired 45,461 Accounts payable 306 Accrued liabilities 434 Customer deposits 1,952 Total liabilities assumed 2,692 Total fair value of net assets acquired 42,769 Excess purchase price over fair value of net assets acquired (“goodwill”) $ — Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of CATC were $0.2 million in 2016 and $0.6 million in 2015 and are included in corporate activities in Viad’s condensed consolidated statements of operations. Identified intangible assets acquired in the CATC acquisition totaled $1.0 million and consist of customer relationships and trade names. The weighted-average amortization period related to the intangible assets is 5.8 years. The results of operations of CATC have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended June 30, 2016, revenue and operating income related to CATC were $9.3 million and $1.5 million, respectively. During the six months ended June 30, 2016, revenue and operating income related to CATC were $9.3 million and $0.8 million, respectively . Supplementary pro forma financial information The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the above acquisitions had each been completed on January 1, 2015: Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share data) 2016 2015 2016 2015 Revenue $ 324,747 $ 326,988 $ 566,188 $ 591,516 Depreciation and amortization $ 10,187 $ 10,811 $ 18,756 $ 19,961 Income from continuing operations $ 19,870 $ 22,677 $ 11,741 $ 18,008 Net income attributable to Viad $ 19,571 $ 22,864 $ 11,418 $ 18,111 Diluted income per share (1) $ 0.97 $ 1.14 $ 0.56 $ 0.90 Basic income per share $ 0.97 $ 1.14 $ 0.56 $ 0.90 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories The components of inventories consisted of the following: June 30, December 31, (in thousands) 2016 2015 Raw materials $ 17,989 $ 14,383 Work in process 20,963 13,146 Inventories $ 38,952 $ 27,529 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 5. Other Current Assets Other current assets consisted of the following: June 30, December 31, (in thousands) 2016 2015 Prepaid vendor payments $ 7,930 $ 2,140 Income tax receivable 4,954 4,643 Prepaid software maintenance 3,546 2,026 Prepaid taxes 1,682 1,261 Prepaid rent 1,526 1,406 Prepaid insurance 1,275 2,024 Prepaid other 4,653 2,777 Other 1,851 1,034 Other current assets $ 27,417 $ 17,311 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following: June 30, December 31, (in thousands) 2016 2015 Land and land interests $ 31,986 $ 29,032 Buildings and leasehold improvements 177,948 135,381 Equipment and other 304,178 270,957 Gross property and equipment 514,112 435,370 Accumulated depreciation (265,101 ) (246,131 ) Property and equipment, net $ 249,011 $ 189,239 Depreciation expense was $8.4 million and $7.4 million for the three months ended June 30, 2016 and 2015, respectively, and $15.1 million and $14.1 million for the six months ended June 30, 2016 and 2015, respectively. |
Other Investments and Assets
Other Investments and Assets | 6 Months Ended |
Jun. 30, 2016 | |
Investments All Other Investments [Abstract] | |
Other Investments and Assets | Note 7. Other Investments and Assets Other investments and assets consisted of the following: June 30, December 31, (in thousands) 2016 2015 (1) Cash surrender value of life insurance $ 22,080 $ 21,970 Self-insured liability receivable 5,979 5,979 Workers’ compensation insurance security deposits 4,250 4,250 Other mutual funds 1,995 2,192 Other 2,993 3,240 Other investments and assets $ 37,297 $ 37,631 (1) In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company adopted the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction of long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 8. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill were as follows: (in thousands) Marketing & Events U.S. Segment Marketing & Events International Segment Travel & Recreation Group Total Balance at December 31, 2015 $ 112,300 $ 38,635 $ 34,288 $ 185,223 Business acquisitions — — 1,352 1,352 Foreign currency translation adjustments — (1,829 ) 2,729 900 Balance at June 30, 2016 $ 112,300 $ 36,806 $ 38,369 $ 187,475 Other intangible assets consisted of the following: June 30, 2016 December 31, 2015 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortized intangible assets: Customer contracts and relationships $ 39,564 $ (10,616 ) $ 28,948 $ 38,342 $ (7,814 ) $ 30,528 Operating contracts and licenses 9,687 (454 ) 9,233 665 (272 ) 393 Other 4,718 (3,122 ) 1,596 3,736 (1,795 ) 1,941 Total amortized intangible assets 53,969 (14,192 ) 39,777 42,743 (9,881 ) 32,862 Unamortized intangible assets: Business licenses 460 — 460 460 — 460 Other intangible assets $ 54,429 $ (14,192 ) $ 40,237 $ 43,203 $ (9,881 ) $ 33,322 Intangible asset amortization expense was $1.8 million for both the three months ended June 30, 2016 and 2015, and $3.5 million and $3.8 million for the six months ended June 30, 2016 and 2015, respectively. The weighted-average amortization period of customer contracts and relationships, operating contracts and licenses, and other amortizable intangible assets is approximately 7.6 years, 27.5 years, and 2.4 years, respectively. The estimated future amortization expense related to amortized intangible assets held at June 30, 2016 is as follows: (in thousands) Year ending December 31, Remainder of 2016 $ 3,557 2017 6,057 2018 5,103 2019 4,730 2020 4,185 Thereafter 16,145 Total $ 39,777 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Current [Abstract] | |
Other Current Liabilities | Note 9. Other Current Liabilities Other current liabilities consisted of the following: June 30, December 31, (in thousands) 2016 2015 Continuing operations: Self-insured liability accrual $ 6,992 $ 6,891 Accrued employee benefit costs 3,433 3,892 Accrued sales and use taxes 5,010 4,772 Accrued dividends 2,111 2,103 Accrued restructuring 1,954 1,757 Current portion of pension liability 1,767 1,768 Accrued rebates 1,515 752 Deferred rent 1,140 548 Accrued professional fees 1,070 751 Other taxes 3,909 1,465 Other 903 3,523 Total continuing operations 29,804 28,222 Discontinued operations: Environmental remediation liabilities 313 295 Self-insured liability accrual 207 200 Other 1,447 521 Total discontinued operations 1,967 1,016 Total other current liabilities $ 31,771 $ 29,238 |
Other Deferred Items and Liabil
Other Deferred Items and Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Deferred Liabilities | Note 10. Other Deferred Items and Liabilities Other deferred items and liabilities consisted of the following: June 30, December 31, (in thousands) 2016 2015 Continuing operations: Self-insured liability $ 13,810 $ 13,662 Self-insured excess liability 5,979 5,979 Accrued compensation 5,416 7,612 Deferred rent 5,219 5,607 Foreign deferred tax liability 2,384 2,384 Accrued restructuring 671 519 Other 1,174 1,262 Total continuing operations 34,653 37,025 Discontinued operations: Environmental remediation liabilities 3,979 4,177 Self-insured liability 3,825 3,986 Accrued income taxes 1,169 1,151 Other 271 997 Total discontinued operations 9,244 10,311 Total other deferred items and liabilities $ 43,897 $ 47,336 |
Debt and Capital Lease Obligati
Debt and Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Capital Lease Obligation | Note 11. Debt and Capital Lease Obligations The components of long-term debt and capital lease obligations consisted of the following: June 30, December 31, (in thousands, except interest rates) 2016 2015 Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2019 (1) $ 131,125 $ 127,500 Less unamortized debt issuance costs (2) (1,671 ) (1,572 ) Total debt 129,454 125,928 Capital lease obligations, 6.2% and 6.1% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2018 1,571 1,475 Total debt and capital lease obligations 131,025 127,403 Current portion (47,605 ) (34,554 ) Long-term debt and capital lease obligations $ 83,420 $ 92,849 (1) Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facility and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees. (2) In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet. Effective December 22, 2014, Viad entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). 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. 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. 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 under the Credit Agreement 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. CATC will also provide Viad’s lenders with a first perfected security interest in all of CATC’s personal property upon the execution of a subsidiary security agreement by the lenders and CATC. Effective February 24, 2016, Viad executed an amendment (the “Credit Agreement Amendment”) to the Credit Agreement. The Credit Agreement Amendment modified the terms of the financial covenants and the negative covenants related to acquisitions, restricted payments, and indebtedness. The overall maximum leverage ratio and minimum fixed charge coverage ratio are 3.50 to 1.00 and 1.75 to 1.00, respectively, and will remain at those levels for the entire remaining term of the Credit Agreement. Acquisitions in substantially the same or related lines of business are permitted under the Credit Agreement Amendment, as long as the pro forma leverage ratio is less than or equal to 3.00 to 1.00. Viad can make dividends, distributions, and repurchases of its common stock up to $20 million per calendar year. Stock dividends, distributions, and repurchases above the $20 million limit are not subject to a liquidity covenant, and are permitted as long as the Company’s pro forma leverage ratio is less than or equal to 2.50 to 1.00 and no default or unmatured default, as defined in the Credit Agreement, exists. Unsecured debt is allowed as long as the Company’s pro forma leverage ratio is less than or equal to 3.00 to 1.00. Significant other covenants under the Credit Agreement that remain unchanged by the Credit Agreement Amendment include limitations on investments, sales/leases of assets, consolidations or mergers, and liens on property. As of June 30, 2016, the fixed charge coverage ratio was 2.11 to 1.00, the leverage ratio was 1.71 to 1.00, and Viad was in compliance with all covenants under the Credit Agreement. As of June 30, 2016, Viad’s total debt and capital lease obligations were $131.0 million, consisting of outstanding borrowings under the Term Loan of $103.1 million, under the Revolving Credit Facility of $28.0 million, and capital lease obligations of $1.6 million, offset in part by unamortized debt issuance costs of $1.7 million. As of June 30, 2016, Viad had $145.7 million of capacity remaining under its Credit Facility, reflecting borrowings of $28.0 million under the Revolving Credit Facility and $1.3 million in outstanding letters of credit. 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. CATC will become a guarantor for Viad’s borrowings under the Revolving Credit Facility upon the execution of a guaranty agreement by the lenders and CATC. As of June 30, 2016, 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 June 30, 2016 would be $9.0 million. These guarantees relate to facilities leased by the Company through March 2021. 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 $122.3 million and $113.9 million as of June 30, 2016 and December 31, 2015, 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 | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12. 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) June 30, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Assets: Money market funds $ 118 $ 118 $ — $ — Other mutual funds 1,995 1,995 — — Total assets at fair value on a recurring basis $ 2,113 $ 2,113 $ — $ — Fair Value Measurements at Reporting Date Using (in thousands) December 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Assets: Money market funds $ 118 $ 118 $ — $ — Other mutual funds 2,192 2,192 — — Total assets at fair value on a recurring basis $ 2,310 $ 2,310 $ — $ — As of June 30, 2016 and December 31, 2015, Viad had investments in money market mutual funds of $0.1 million for both periods, which are included in the condensed consolidated balance sheets under the caption “Cash and cash equivalents.” These investments are classified as available-for-sale and were recorded at fair value. There have been no realized 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 June 30, 2016 and December 31, 2015, Viad had investments in other mutual funds of $2.0 million and $2.2 million, respectively, which are included in the condensed consolidated balance sheets under the caption “Other investments and assets.” These investments are classified as available-for-sale and were recorded at fair value. As of June 30, 2016 and December 31, 2015, there were unrealized gains of $0.6 million ($0.4 million after-tax) and $0.6 million ($0.3 million after tax), respectively, which were included in the condensed consolidated balance sheets under the caption “Accumulated other comprehensive income (loss)” (“AOCI”). The carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term maturities of these instruments. Refer to Note 11 - Debt and Capital Lease Obligations for the estimated fair value of debt obligations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 13. Stockholders’ Equity The following represents a reconciliation of the carrying amounts of stockholders’ equity attributable to Viad and the noncontrolling interest for the six months ended June 30, 2016 and 2015: (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2015 $ 322,581 $ 12,757 $ 335,338 Net income (loss) 12,526 (227 ) 12,299 Dividends on common stock ($0.20 per share) (4,050 ) — (4,050 ) Common stock purchased for treasury (651 ) — (651 ) Employee benefit plans 3,145 — 3,145 Unrealized foreign currency translation adjustment 4,572 — 4,572 Tax benefits from share-based compensation 39 — 39 Other changes to AOCI 105 — 105 Other (17 ) — (17 ) Balance at June 30, 2016 $ 338,250 $ 12,530 $ 350,780 (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2014 $ 335,387 $ 12,315 $ 347,702 Net income (loss) 20,333 (173 ) 20,160 Dividends on common stock ($0.20 per share) (4,008 ) — (4,008 ) Common stock purchased for treasury (5,969 ) — (5,969 ) Employee benefit plans 4,790 — 4,790 Unrealized foreign currency translation adjustment (11,626 ) — (11,626 ) Tax benefits from share-based compensation 232 — 232 Other changes to AOCI 298 — 298 Other (1 ) (1 ) (2 ) Balance at June 30, 2015 $ 339,436 $ 12,141 $ 351,577 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, 2015 $ 346 $ (23,257 ) $ (11,265 ) $ (34,176 ) Other comprehensive income before reclassifications 36 4,572 — 4,608 Amounts reclassified from AOCI, net of tax (16 ) — 85 69 Net other comprehensive income 20 4,572 85 4,677 Balance at June 30, 2016 $ 366 $ (18,685 ) $ (11,180 ) $ (29,499 ) The following table presents information about reclassification adjustments out of AOCI: Six Months Ended June 30, Affected Line Item in the Statement Where Net Income is Presented (in thousands) 2016 2015 Unrealized gains on investments $ (25 ) $ (54 ) Interest income Tax effect 9 20 Income taxes $ (16 ) $ (34 ) Recognized net actuarial loss (1) $ 388 $ 345 Amortization of prior service credit (1) (251 ) (275 ) Tax effect (52 ) (101 ) Income taxes $ 85 $ (31 ) (1) Amount included in pension expense. Refer to Note 16 - Pension and Postretirement Benefits. |
Income Per Share
Income Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income Per Share | Note 14. Income Per Share The components of basic and diluted income per share are as follows: Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share data) 2016 2015 2016 2015 Net income attributable to Viad (diluted) $ 19,509 $ 22,389 $ 12,526 $ 20,333 Less: Allocation to non-vested shares (265 ) (321 ) (171 ) (304 ) Net income allocated to Viad common stockholders (basic) $ 19,244 $ 22,068 $ 12,355 $ 20,029 Basic weighted-average outstanding common shares 19,983 19,778 19,949 19,757 Additional dilutive shares related to share-based compensation 170 140 175 176 Diluted weighted-average outstanding shares 20,153 19,918 20,124 19,933 Income per share: Basic income attributable to Viad common stockholders $ 0.96 $ 1.12 $ 0.62 $ 1.01 Diluted income attributable to Viad common stockholders (1) $ 0.96 $ 1.12 $ 0.62 $ 1.01 (1) Diluted income per share amount cannot exceed basic income per share. Options to purchase 7,386 shares of common stock were outstanding during the six months ended June 30, 2015, but were not included in the computation of dilutive shares outstanding because the effect would be anti-dilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The effective tax rates for the three months ended June 30, 2016 and 2015 were 31.8 percent for both periods. The effective tax rates for the six months ended June 30, 2016 and 2015 were 31.0 percent and 26.0 percent, respectively. The income tax provision was computed based on the Company’s estimated effective tax rate and forecasted income by jurisdiction expected for the full year, including the impact of any unusual, infrequent, or non-recurring items. The effective tax rate for the six months ended June 30, 2016 was less than the federal statutory rate of 35.0 percent primarily due to foreign income taxed at lower rates. The effective tax rate for the six months ended June 30, 2015 was less than the federal statutory rate primarily due to the recording of a non-cash tax benefit relating to certain foreign intangible deferred tax assets that was recorded during the period. The Company uses significant judgment in forming conclusions regarding the recoverability of its deferred tax assets and evaluates all available positive and negative evidence to determine if it is more-likely-than-not that the deferred tax assets will be realized. To the extent recovery does not appear likely, a valuation allowance must be recorded. 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 also evaluates its ability to utilize its foreign tax credits, given its recent utilization history and projected future domestic income. As of December 31, 2015, $9.2 million of the $19.5 million in tax credit carryforwards were related to foreign tax credits, which are subject to a 10-year carryforward period and begin to expire in 2020. While management believes that the deferred tax assets, net of existing valuation allowances will be utilized in future periods, there are inherent uncertainties regarding the ultimate realization of these assets. It is possible that the relative weight of positive and negative evidence regarding the realization of deferred tax assets may change, which could result in a material increase or decrease in the company’s valuation allowance. Such a change could result in a material increase or decrease to income tax expense in the period the assessment was made. Viad exercises judgment in determining its income tax provision when the ultimate tax determination is uncertain. Viad classifies liabilities associated with uncertain tax positions as non-current liabilities in its consolidated balance sheets unless they are expected to be paid within the next year. Viad had liabilities associated with uncertain tax positions (including interest and penalties) for continuing operations of $0.3 million for both June 30, 2016 and December 31, 2015. In addition, Viad had liabilities for uncertain tax positions (including interest and penalties) for discontinued operations of $1.2 million and $1.1 million as of June 30, 2016 and December 31, 2015, respectively. The total liability associated with uncertain tax positions was $1.5 million and $1.4 million as of June 30, 2016 and December 31, 2015, 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 tax, if applicable). The Company expects to release positions, including interest and penalties, of $0.1 million of continuing operations and $1.2 million of discontinued operations within the next twelve months due to statute expiration. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and Postretirement Benefits | Note 16. Pension and Postretirement Benefits The net periodic benefit cost of Viad’s pension and postretirement plans for the three months ended June 30, 2016 and 2015 included the following components: Domestic Plans Pension Plans Postretirement Benefit Plans Foreign Pension Plans (in thousands) 2016 2015 2016 2015 2016 2015 Service cost $ 10 $ 26 $ 33 $ 44 $ 125 $ 131 Interest cost 259 275 152 139 126 131 Expected return on plan assets (37 ) (81 ) — — (144 ) (152 ) Amortization of prior service credit — — (126 ) (185 ) — — Recognized net actuarial loss 98 143 81 134 1 2 Net periodic benefit cost $ 330 $ 363 $ 140 $ 132 $ 108 $ 112 The net periodic benefit cost of Viad’s pension and postretirement plans for the six months ended June 30, 2016 and 2015 included the following components: Domestic Plans Pension Plans Postretirement Benefit Plans Foreign Pension Plans 2016 2015 2016 2015 2016 2015 Service cost $ 20 $ 51 $ 69 $ 87 $ 245 $ 259 Interest cost 517 526 303 316 244 260 Expected return on plan assets (130 ) (192 ) — — (279 ) (301 ) Amortization of prior service credit — — (252 ) (276 ) — — Recognized net actuarial loss 213 268 175 273 1 4 Net periodic benefit cost $ 620 $ 653 $ 295 $ 400 $ 211 $ 222 Viad expects to contribute $0.9 million to its funded pension plans, $0.8 million to its unfunded pension plans, and $1.1 million to its postretirement benefit plans in 2016. During the six months ended June 30, 2016, Viad contributed $0.4 million to its funded pension plans, $0.3 million to its unfunded pension plans, and $0.4 million to its postretirement benefit plans. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | Note 17. Restructuring Charges The Company has taken certain restructuring actions designed to reduce the Company’s cost structure primarily within the Marketing & Events U.S. Segment, and the Marketing & Events International Segment, as well as the elimination of certain positions at the corporate office. As a result, the Company recorded restructuring charges consisting primarily of severance and related benefits. 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, 2015 $ 751 $ 1,291 $ 234 $ 2,276 Restructuring charges 1,455 9 503 1,967 Cash payments (1,126 ) (213 ) (493 ) (1,832 ) Adjustment to liability — — 214 214 Balance at June 30, 2016 $ 1,080 $ 1,087 $ 458 $ 2,625 As of June 30, 2016, the liabilities related to severance and employee benefits are expected to be paid by the end of 2018. Additionally, the liability 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 by segment. |
Litigation, Claims, Contingenci
Litigation, Claims, Contingencies and Other | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Litigation, Claims, Contingencies and Other | Note 18. 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 June 30, 2016 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. As of June 30, 2016, Viad had recorded environmental remediation liabilities of $4.3 million related to previously sold 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 June 30, 2016, 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 June 30, 2016 would be $9.0 million. These guarantees relate to facilities leased by the Company through March 2021. 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 2016 will be renegotiated in the ordinary course of business without having a material adverse effect on Viad’s operations. The Company entered into 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 June 30, 2016, the amount of additional funding, if any, that Viad would be required to make related to multi-employer pension plans is not ascertainable. Viad is self-insured up to certain limits for workers’ compensation, employee health benefits, automobile, product and general liability, and property loss claims. The aggregate amount of insurance liabilities (up to the Company’s retention limit) related to Viad’s continuing operations was $20.8 million as of June 30, 2016 which includes $13.7 million related to workers’ compensation liabilities and $7.1 million related to general/auto liability claims. Viad has also retained and provided for certain insurance liabilities in conjunction with previously sold businesses of $4.0 million as of June 30, 2016, related to workers’ compensation liabilities. Provisions for losses for claims incurred, including estimated claims incurred but not yet reported, are made based on Viad’s historical experience, claims frequency, and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. Viad has purchased insurance for amounts in excess of the self-insured levels, which generally range from $0.2 million to $0.5 million on a per claim basis. Viad does not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Viad’s net cash payments in connection with these insurance liabilities were $1.4 million and $2.4 million for the three and six months ended June 30, 2016, respectively. In addition, as of June 30, 2016, Viad recorded insurance liabilities of $6.0 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, $2.5 million related to workers’ compensation liabilities and $3.5 million related to general/auto liability claims. The Company has recorded those amounts in other deferred items and liabilities in Viad’s condensed consolidated balance sheets with a corresponding receivable in other investments. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 19. Segment Information Viad measures profit and performance of its operations on the basis of segment operating income which excludes restructuring charges and recoveries and impairment charges. 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 Six Months Ended June 30, June 30, (in thousands) 2016 2015 2016 2015 Revenue: Marketing & Events Group: U.S. Segment $ 220,078 $ 208,749 $ 403,815 $ 401,692 International Segment 72,682 85,723 126,763 150,959 Intersegment eliminations (7,332 ) (7,903 ) (9,014 ) (9,154 ) Total Marketing & Events Group 285,428 286,569 521,564 543,497 Travel & Recreation Group 40,483 30,466 45,709 37,934 Corporate eliminations (1) (1,164 ) — (1,164 ) — Total revenue $ 324,747 $ 317,035 $ 566,109 $ 581,431 Segment operating income: Marketing & Events Group: U.S. Segment $ 22,502 $ 18,974 $ 23,364 $ 21,611 International Segment 4,876 11,109 4,307 12,156 Total Marketing & Events Group 27,378 30,083 27,671 33,767 Travel & Recreation Group 7,058 6,203 485 1,394 Segment operating income 34,436 36,286 28,156 35,161 Corporate eliminations (1) (422 ) — (422 ) — Corporate activities (2,707 ) (1,983 ) (4,618 ) (4,793 ) Operating income 31,307 34,303 23,116 30,368 Interest income 38 443 94 506 Interest expense (1,336 ) (1,103 ) (2,620 ) (2,254 ) Restructuring charges: Marketing & Events U.S. Segment — (383 ) (293 ) (471 ) Marketing & Events International Segment (956 ) (133 ) (1,171 ) (271 ) Travel & Recreation Group (1 ) (148 ) (93 ) (142 ) Corporate (18 ) (405 ) (410 ) (401 ) Income from continuing operations before income taxes $ 29,034 $ 32,574 $ 18,623 $ 27,335 (1) |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 20. Discontinued Operations For the three and six months ended June 30, 2016, Viad recorded losses from discontinued operations of $0.4 million and $0.6 million, respectively, primarily due to liability reserve adjustments and legal fees related to previously sold operations. For the three and six months ended June 30, 2015, Viad recorded income from discontinued operations of $78,000 and a loss from discontinued operations of $70,000, primarily due to liability reserve adjustments and legal fees related to previously sold operations. |
Basis of Presentation and Pri27
Basis of Presentation and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015, filed with the SEC on March 11, 2016. 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 reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things, the 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, liabilities for losses related to environmental remediation obligations, sublease income associated with restructuring liabilities, assumptions used to measure pension and postretirement benefit costs and obligations, assumptions used to determine 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 | Nature of Business Viad is an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, and the United Arab Emirates. Viad is committed to providing best in class experiences to its clients, customers, and guests by offering products and services designed to meet their current and future needs. Viad operates through three reportable business segments: the Marketing & Events U.S. Segment (the “U.S. Segment”), the Marketing & Events International Segment (the “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 produces exhibitions, congresses and conferences, corporate events, consumer events, exhibits, and entertainment experiences. GES provides a comprehensive range of live event services, including official show services, audio-visual services, cutting-edge creative and design, strategic marketing and measurement services, registration, and event accommodations – all with a global reach. GES’ clients include event organizers and corporate brand marketers. 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. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events. Travel & Recreation Group The Travel & Recreation Group offers guests distinctive and world renowned experiences in iconic natural and cultural destinations in North America through its collection of unique hotels, lodges, recreational attractions, and transportation services |
Impact of Recent Accounting Pronouncements | Impact of Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements: Standard Description Date of adoption Effect on the financial statements Standards Not Yet Adopted ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) The standard establishes a new recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company may adopt either retrospectively to each prior period presented with the option to elect certain practical expedients or with the cumulative effect recognized at the date of initial application and providing certain disclosures. Subsequent to the issuance of ASU 2014-09, the FASB issued several amendments in 2016 to the original standard including ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedient 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. ASU 2015-11 , Inventory (Topic 330) - Simplifying the Measurement of Inventory The amendment applies 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. January 1, 2017 The adoption of this guidance is not expected to have a significant effect on Viad's consolidated financial statements. ASU 2016-02 , Leases (Topic 842) The amendment requires lessees to recognize on their balance sheet a right-of-use asset and a lease liability for leases with lease terms greater than one year. The amendment requires additional disclosures about leasing arrangements, and requires a modified retrospective approach to adoption. Early adoption is permitted. January 1, 2019 The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations. ASU 2016-09 , Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting The amendment identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. Early adoption is permitted. January 1, 2017 The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations. Standard Description Date of adoption Effect on the financial statements Standards Recently Adopted ASU 2014-12 , Compensation - Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period The amendment requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. January 1, 2016 The Company adopted this guidance prospectively to all awards granted after the effective date. The adoption of this guidance did not have a material impact on the consolidated financial statements. ASU 2015-03 , Interest - Imputation of Interest Simplifying the Presentation of Debt Issuance Costs ASU 2015-15 , Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements The amendments require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. For line-of-credit arrangements, 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. January 1, 2016 The adoption of this guidance resulted in the reclassification of unamortized debt issuance costs of $1.6 million from other long-term assets to a reduction in long-term debt on the December 31, 2015 consolidated balance sheet. ASU 2015-16 , Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments The amendment requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. January 1, 2016 The adoption of this guidance did not have a material impact on the consolidated financial statements. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of share-based compensation expense | The following table summarizes share-based compensation expense: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2016 2015 2016 2015 Restricted stock $ 576 $ 506 $ 1,074 $ 1,100 Performance unit incentive plan (“PUP”) 816 376 1,351 988 Restricted stock units 41 (7 ) 74 18 Share-based compensation before income tax benefit 1,433 875 2,499 2,106 Income tax benefit (540 ) (325 ) (938 ) (792 ) Share-based compensation, net of income tax benefit $ 893 $ 550 $ 1,561 $ 1,314 |
Summary of activity of the outstanding share-based compensation awards | 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 Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Balance at December 31, 2015 279,217 $ 25.65 231,165 $ 26.15 16,447 $ 25.69 Granted 74,300 $ 27.01 104,084 $ 26.88 5,500 $ 26.98 Vested (71,005 ) $ 26.89 (73,188 ) $ 27.35 (5,965 ) $ 27.18 Forfeited (7,054 ) $ 24.80 (6,556 ) $ 25.84 — $ — Balance at June 30, 2016 275,458 $ 25.72 255,505 $ 26.11 15,982 $ 25.58 |
Acquisition of Businesses (Tabl
Acquisition of Businesses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment and intangible assets. (in thousands) Purchase price paid as: Cash $ 14,962 Fair value of net assets acquired: Inventories $ 246 Prepaid expenses 2 Property and equipment 4,133 Intangible assets 9,244 Total assets acquired 13,625 Customer deposits 15 Total liabilities assumed 15 Total fair value of net assets acquired 13,610 Excess purchase price over fair value of net assets acquired (“goodwill”) $ 1,352 The following table summarizes the updated allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. During the three months ended June 30, 2016, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $89,000 from working capital receivable, $0.1 million to accounts payable, and $16,000 from accrued liabilities. All other balances in the following table remain unchanged. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment and intangible assets. (in thousands) Purchase price paid as: Cash $ 45,000 Working capital receivable (35 ) Cash acquired (2,196 ) Purchase price, net of cash acquired 42,769 Fair value of net assets acquired: Accounts receivable $ 8 Inventories 921 Prepaid expenses 82 Property and equipment 43,470 Intangible assets 980 Total assets acquired 45,461 Accounts payable 306 Accrued liabilities 434 Customer deposits 1,952 Total liabilities assumed 2,692 Total fair value of net assets acquired 42,769 Excess purchase price over fair value of net assets acquired (“goodwill”) $ — |
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 above acquisitions had each been completed on January 1, 2015: Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share data) 2016 2015 2016 2015 Revenue $ 324,747 $ 326,988 $ 566,188 $ 591,516 Depreciation and amortization $ 10,187 $ 10,811 $ 18,756 $ 19,961 Income from continuing operations $ 19,870 $ 22,677 $ 11,741 $ 18,008 Net income attributable to Viad $ 19,571 $ 22,864 $ 11,418 $ 18,111 Diluted income per share (1) $ 0.97 $ 1.14 $ 0.56 $ 0.90 Basic income per share $ 0.97 $ 1.14 $ 0.56 $ 0.90 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories consisted of the following: June 30, December 31, (in thousands) 2016 2015 Raw materials $ 17,989 $ 14,383 Work in process 20,963 13,146 Inventories $ 38,952 $ 27,529 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: June 30, December 31, (in thousands) 2016 2015 Prepaid vendor payments $ 7,930 $ 2,140 Income tax receivable 4,954 4,643 Prepaid software maintenance 3,546 2,026 Prepaid taxes 1,682 1,261 Prepaid rent 1,526 1,406 Prepaid insurance 1,275 2,024 Prepaid other 4,653 2,777 Other 1,851 1,034 Other current assets $ 27,417 $ 17,311 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: June 30, December 31, (in thousands) 2016 2015 Land and land interests $ 31,986 $ 29,032 Buildings and leasehold improvements 177,948 135,381 Equipment and other 304,178 270,957 Gross property and equipment 514,112 435,370 Accumulated depreciation (265,101 ) (246,131 ) Property and equipment, net $ 249,011 $ 189,239 |
Other Investments and Assets (T
Other Investments and Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments All Other Investments [Abstract] | |
Summary of other investments and assets | Other investments and assets consisted of the following: June 30, December 31, (in thousands) 2016 2015 (1) Cash surrender value of life insurance $ 22,080 $ 21,970 Self-insured liability receivable 5,979 5,979 Workers’ compensation insurance security deposits 4,250 4,250 Other mutual funds 1,995 2,192 Other 2,993 3,240 Other investments and assets $ 37,297 $ 37,631 (1) In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company adopted the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction of long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of the goodwill balances by component and segment | The changes in the carrying amount of goodwill were as follows: (in thousands) Marketing & Events U.S. Segment Marketing & Events International Segment Travel & Recreation Group Total Balance at December 31, 2015 $ 112,300 $ 38,635 $ 34,288 $ 185,223 Business acquisitions — — 1,352 1,352 Foreign currency translation adjustments — (1,829 ) 2,729 900 Balance at June 30, 2016 $ 112,300 $ 36,806 $ 38,369 $ 187,475 |
Summary of other intangible assets | Other intangible assets consisted of the following: June 30, 2016 December 31, 2015 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortized intangible assets: Customer contracts and relationships $ 39,564 $ (10,616 ) $ 28,948 $ 38,342 $ (7,814 ) $ 30,528 Operating contracts and licenses 9,687 (454 ) 9,233 665 (272 ) 393 Other 4,718 (3,122 ) 1,596 3,736 (1,795 ) 1,941 Total amortized intangible assets 53,969 (14,192 ) 39,777 42,743 (9,881 ) 32,862 Unamortized intangible assets: Business licenses 460 — 460 460 — 460 Other intangible assets $ 54,429 $ (14,192 ) $ 40,237 $ 43,203 $ (9,881 ) $ 33,322 |
Estimated amortization expense related to amortized intangible assets | The estimated future amortization expense related to amortized intangible assets held at June 30, 2016 is as follows: (in thousands) Year ending December 31, Remainder of 2016 $ 3,557 2017 6,057 2018 5,103 2019 4,730 2020 4,185 Thereafter 16,145 Total $ 39,777 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Current [Abstract] | |
Other Current Liabilities | Note 9. Other Current Liabilities Other current liabilities consisted of the following: June 30, December 31, (in thousands) 2016 2015 Continuing operations: Self-insured liability accrual $ 6,992 $ 6,891 Accrued employee benefit costs 3,433 3,892 Accrued sales and use taxes 5,010 4,772 Accrued dividends 2,111 2,103 Accrued restructuring 1,954 1,757 Current portion of pension liability 1,767 1,768 Accrued rebates 1,515 752 Deferred rent 1,140 548 Accrued professional fees 1,070 751 Other taxes 3,909 1,465 Other 903 3,523 Total continuing operations 29,804 28,222 Discontinued operations: Environmental remediation liabilities 313 295 Self-insured liability accrual 207 200 Other 1,447 521 Total discontinued operations 1,967 1,016 Total other current liabilities $ 31,771 $ 29,238 |
Other Deferred Items and Liab36
Other Deferred Items and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Deferred Items and Liabilities | Other deferred items and liabilities consisted of the following: June 30, December 31, (in thousands) 2016 2015 Continuing operations: Self-insured liability $ 13,810 $ 13,662 Self-insured excess liability 5,979 5,979 Accrued compensation 5,416 7,612 Deferred rent 5,219 5,607 Foreign deferred tax liability 2,384 2,384 Accrued restructuring 671 519 Other 1,174 1,262 Total continuing operations 34,653 37,025 Discontinued operations: Environmental remediation liabilities 3,979 4,177 Self-insured liability 3,825 3,986 Accrued income taxes 1,169 1,151 Other 271 997 Total discontinued operations 9,244 10,311 Total other deferred items and liabilities $ 43,897 $ 47,336 |
Debt and Capital Lease Obliga37
Debt and Capital Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt and Capital Lease Obligations | The components of long-term debt and capital lease obligations consisted of the following: June 30, December 31, (in thousands, except interest rates) 2016 2015 Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2019 (1) $ 131,125 $ 127,500 Less unamortized debt issuance costs (2) (1,671 ) (1,572 ) Total debt 129,454 125,928 Capital lease obligations, 6.2% and 6.1% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2018 1,571 1,475 Total debt and capital lease obligations 131,025 127,403 Current portion (47,605 ) (34,554 ) Long-term debt and capital lease obligations $ 83,420 $ 92,849 (1) Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facility and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees. (2) In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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) June 30, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Assets: Money market funds $ 118 $ 118 $ — $ — Other mutual funds 1,995 1,995 — — Total assets at fair value on a recurring basis $ 2,113 $ 2,113 $ — $ — Fair Value Measurements at Reporting Date Using (in thousands) December 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Assets: Money market funds $ 118 $ 118 $ — $ — Other mutual funds 2,192 2,192 — — Total assets at fair value on a recurring basis $ 2,310 $ 2,310 $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015: (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2015 $ 322,581 $ 12,757 $ 335,338 Net income (loss) 12,526 (227 ) 12,299 Dividends on common stock ($0.20 per share) (4,050 ) — (4,050 ) Common stock purchased for treasury (651 ) — (651 ) Employee benefit plans 3,145 — 3,145 Unrealized foreign currency translation adjustment 4,572 — 4,572 Tax benefits from share-based compensation 39 — 39 Other changes to AOCI 105 — 105 Other (17 ) — (17 ) Balance at June 30, 2016 $ 338,250 $ 12,530 $ 350,780 (in thousands) Total Viad Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Balance at December 31, 2014 $ 335,387 $ 12,315 $ 347,702 Net income (loss) 20,333 (173 ) 20,160 Dividends on common stock ($0.20 per share) (4,008 ) — (4,008 ) Common stock purchased for treasury (5,969 ) — (5,969 ) Employee benefit plans 4,790 — 4,790 Unrealized foreign currency translation adjustment (11,626 ) — (11,626 ) Tax benefits from share-based compensation 232 — 232 Other changes to AOCI 298 — 298 Other (1 ) (1 ) (2 ) Balance at June 30, 2015 $ 339,436 $ 12,141 $ 351,577 |
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, 2015 $ 346 $ (23,257 ) $ (11,265 ) $ (34,176 ) Other comprehensive income before reclassifications 36 4,572 — 4,608 Amounts reclassified from AOCI, net of tax (16 ) — 85 69 Net other comprehensive income 20 4,572 85 4,677 Balance at June 30, 2016 $ 366 $ (18,685 ) $ (11,180 ) $ (29,499 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents information about reclassification adjustments out of AOCI: Six Months Ended June 30, Affected Line Item in the Statement Where Net Income is Presented (in thousands) 2016 2015 Unrealized gains on investments $ (25 ) $ (54 ) Interest income Tax effect 9 20 Income taxes $ (16 ) $ (34 ) Recognized net actuarial loss (1) $ 388 $ 345 Amortization of prior service credit (1) (251 ) (275 ) Tax effect (52 ) (101 ) Income taxes $ 85 $ (31 ) (1) Amount included in pension expense. Refer to Note 16 - Pension and Postretirement Benefits. |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Six Months Ended June 30, June 30, (in thousands, except per share data) 2016 2015 2016 2015 Net income attributable to Viad (diluted) $ 19,509 $ 22,389 $ 12,526 $ 20,333 Less: Allocation to non-vested shares (265 ) (321 ) (171 ) (304 ) Net income allocated to Viad common stockholders (basic) $ 19,244 $ 22,068 $ 12,355 $ 20,029 Basic weighted-average outstanding common shares 19,983 19,778 19,949 19,757 Additional dilutive shares related to share-based compensation 170 140 175 176 Diluted weighted-average outstanding shares 20,153 19,918 20,124 19,933 Income per share: Basic income attributable to Viad common stockholders $ 0.96 $ 1.12 $ 0.62 $ 1.01 Diluted income attributable to Viad common stockholders (1) $ 0.96 $ 1.12 $ 0.62 $ 1.01 (1) Diluted income per share amount cannot exceed basic income per share. |
Pension and Postretirement Be41
Pension and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and 2015 included the following components: Domestic Plans Pension Plans Postretirement Benefit Plans Foreign Pension Plans (in thousands) 2016 2015 2016 2015 2016 2015 Service cost $ 10 $ 26 $ 33 $ 44 $ 125 $ 131 Interest cost 259 275 152 139 126 131 Expected return on plan assets (37 ) (81 ) — — (144 ) (152 ) Amortization of prior service credit — — (126 ) (185 ) — — Recognized net actuarial loss 98 143 81 134 1 2 Net periodic benefit cost $ 330 $ 363 $ 140 $ 132 $ 108 $ 112 The net periodic benefit cost of Viad’s pension and postretirement plans for the six months ended June 30, 2016 and 2015 included the following components: Domestic Plans Pension Plans Postretirement Benefit Plans Foreign Pension Plans 2016 2015 2016 2015 2016 2015 Service cost $ 20 $ 51 $ 69 $ 87 $ 245 $ 259 Interest cost 517 526 303 316 244 260 Expected return on plan assets (130 ) (192 ) — — (279 ) (301 ) Amortization of prior service credit — — (252 ) (276 ) — — Recognized net actuarial loss 213 268 175 273 1 4 Net periodic benefit cost $ 620 $ 653 $ 295 $ 400 $ 211 $ 222 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 $ 751 $ 1,291 $ 234 $ 2,276 Restructuring charges 1,455 9 503 1,967 Cash payments (1,126 ) (213 ) (493 ) (1,832 ) Adjustment to liability — — 214 214 Balance at June 30, 2016 $ 1,080 $ 1,087 $ 458 $ 2,625 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Six Months Ended June 30, June 30, (in thousands) 2016 2015 2016 2015 Revenue: Marketing & Events Group: U.S. Segment $ 220,078 $ 208,749 $ 403,815 $ 401,692 International Segment 72,682 85,723 126,763 150,959 Intersegment eliminations (7,332 ) (7,903 ) (9,014 ) (9,154 ) Total Marketing & Events Group 285,428 286,569 521,564 543,497 Travel & Recreation Group 40,483 30,466 45,709 37,934 Corporate eliminations (1) (1,164 ) — (1,164 ) — Total revenue $ 324,747 $ 317,035 $ 566,109 $ 581,431 Segment operating income: Marketing & Events Group: U.S. Segment $ 22,502 $ 18,974 $ 23,364 $ 21,611 International Segment 4,876 11,109 4,307 12,156 Total Marketing & Events Group 27,378 30,083 27,671 33,767 Travel & Recreation Group 7,058 6,203 485 1,394 Segment operating income 34,436 36,286 28,156 35,161 Corporate eliminations (1) (422 ) — (422 ) — Corporate activities (2,707 ) (1,983 ) (4,618 ) (4,793 ) Operating income 31,307 34,303 23,116 30,368 Interest income 38 443 94 506 Interest expense (1,336 ) (1,103 ) (2,620 ) (2,254 ) Restructuring charges: Marketing & Events U.S. Segment — (383 ) (293 ) (471 ) Marketing & Events International Segment (956 ) (133 ) (1,171 ) (271 ) Travel & Recreation Group (1 ) (148 ) (93 ) (142 ) Corporate (18 ) (405 ) (410 ) (401 ) Income from continuing operations before income taxes $ 29,034 $ 32,574 $ 18,623 $ 27,335 (1) |
Basis of Presentation and Pri44
Basis of Presentation and Principles of Consolidation - Narrative (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2016Segment | Dec. 31, 2015USD ($) | |
Travel & Recreation Group | ||
Business Acquisition [Line Items] | ||
Number of business lines | Segment | 4 | |
Adjustments for New Accounting Principle, Early Adoption | ||
Business Acquisition [Line Items] | ||
Reclassification of unamortized debt issuance costs from other long-term assets to a reduction in long-term debt | $ | $ 1.6 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | $ 1,433 | $ 875 | $ 2,499 | $ 2,106 |
Income tax benefit | (540) | (325) | (938) | (792) |
Share-based compensation, net of income tax benefit | 893 | 550 | 1,561 | 1,314 |
Restricted stock | ||||
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | 576 | 506 | 1,074 | 1,100 |
Performance unit incentive plan (“PUP”) | ||||
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | 816 | 376 | 1,351 | 988 |
Restricted stock units | ||||
Summary of share-based compensation expense | ||||
Share-based compensation before income tax benefit | $ 41 | $ (7) | $ 74 | $ 18 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2016 | Feb. 29, 2016 | Mar. 31, 2015 | Feb. 28, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Restricted Stock | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unamortized cost | $ 3,500,000 | $ 3,500,000 | |||||||
Recognition period of unrecognized cost | 1 year 7 months 6 days | ||||||||
Repurchase of common stock for employee tax withholding obligations amount, shares | 23,625 | 34,184 | |||||||
Repurchase of common stock for employee tax withholding obligations amount | $ 700,000 | $ 900,000 | |||||||
Shares available for grant | 892,084 | 892,084 | |||||||
Performance Unit Incentive Plan ("PUP") | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Awards granted during the period | $ 2,700,000 | ||||||||
Stock value payable | 900,000 | ||||||||
Liability awards recorded | $ 3,500,000 | 3,500,000 | $ 2,400,000 | ||||||
Payments to employees | $ 200,000 | $ 2,400,000 | |||||||
Restricted Stock Units | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Payments to employees | $ 200,000 | $ 300,000 | |||||||
Liabilities related to restricted stock | 200,000 | 200,000 | $ 300,000 | ||||||
Stock Options | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unamortized cost | $ 0 | $ 0 | |||||||
Exercised | 0 | 0 | |||||||
Forfeited or expired | 0 | 0 | |||||||
Exercisable | 63,773 | 63,773 | 63,773 | ||||||
Outstanding | 63,773 | 63,773 | 63,773 | ||||||
Weighted-average exercise price | $ 16.62 | $ 16.62 | $ 16.62 | ||||||
Restructuring Charges | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation before income tax benefit | $ 0 | $ 56,000 | $ 200,000 | $ 100,000 |
Share-Based Compensation - Su47
Share-Based Compensation - Summary of Activity of the Outstanding Share-Based Compensation Awards (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Restricted Stock | |
Summary of activity of the outstanding share-based compensation awards | |
Beginning Balance, Shares | shares | 279,217 |
Granted, Shares | shares | 74,300 |
Vested, Shares | shares | (71,005) |
Forfeited, Shares | shares | (7,054) |
Ending Balance, Shares | shares | 275,458 |
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 | $ / shares | $ 25.65 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 27.01 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 26.89 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 24.80 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 25.72 |
Performance Unit Incentive Plan ("PUP") | |
Summary of activity of the outstanding share-based compensation awards | |
Beginning Balance, Shares | shares | 231,165 |
Granted, Shares | shares | 104,084 |
Vested, Shares | shares | (73,188) |
Forfeited, Shares | shares | (6,556) |
Ending Balance, Shares | shares | 255,505 |
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 | $ / shares | $ 26.15 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 26.88 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 27.35 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 25.84 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 26.11 |
Restricted Stock Units | |
Summary of activity of the outstanding share-based compensation awards | |
Beginning Balance, Shares | shares | 16,447 |
Granted, Shares | shares | 5,500 |
Vested, Shares | shares | (5,965) |
Forfeited, Shares | shares | 0 |
Ending Balance, Shares | shares | 15,982 |
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 | $ / shares | $ 25.69 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 26.98 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 27.18 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 0 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 25.58 |
Acquisition of Businesses - Nar
Acquisition of Businesses - Narrative (Details) CAD in Millions | Mar. 11, 2016USD ($) | Jan. 04, 2016USD ($) | Jan. 04, 2016CAD | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) |
Maligne Tours Ltd | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Jan. 4, 2016 | |||||
Purchase price | $ 14,962,000 | CAD 20.9 | ||||
Acquisition related costs | $ 100,000 | $ 200,000 | ||||
Intangible assets | $ 9,244,000 | |||||
Weighted average useful life of intangibles | 26 years 8 months 12 days | 26 years 8 months 12 days | ||||
Revenue | $ 1,600,000 | 1,600,000 | ||||
Operating income (losses) | 100,000 | $ (44,000) | ||||
Maligne Tours Ltd | Parks Canada | ||||||
Business Acquisition [Line Items] | ||||||
Operating licenses amortized period | 29 years | 29 years | ||||
CIRI Alaska Tourism Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Mar. 11, 2016 | |||||
Purchase price | $ 45,000,000 | |||||
Acquisition related costs | $ 200,000 | $ 600,000 | ||||
Intangible assets | $ 980,000 | |||||
Weighted average useful life of intangibles | 5 years 9 months 18 days | |||||
Revenue | 9,300,000 | 9,300,000 | ||||
Operating income (losses) | 1,500,000 | 800,000 | ||||
Percentage of equity interest | 100.00% | |||||
Working capital receivable | $ 35,000 | 89,000 | ||||
Accounts payable | $ 306,000 | 100,000 | $ 100,000 | |||
Acquisition adjustment for accrued liabilities | $ 16,000 |
Acquisition of Businesses - Sch
Acquisition of Businesses - Schedule of Recognized Assets Acquired and Liabilities Assumed (Details) CAD in Millions | Mar. 11, 2016USD ($) | Jan. 04, 2016USD ($) | Jan. 04, 2016CAD | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ 187,475,000 | $ 187,475,000 | $ 185,223,000 | ||||
Purchase price, net of cash acquired | 57,766,000 | $ 123,000 | |||||
Maligne Tours Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 14,962,000 | CAD 20.9 | |||||
Inventories | 246,000 | ||||||
Prepaid expenses | 2,000 | ||||||
Property and equipment | 4,133,000 | ||||||
Intangible assets | 9,244,000 | ||||||
Total assets acquired | 13,625,000 | ||||||
Customer deposits | 15,000 | ||||||
Total liabilities assumed | 15,000 | ||||||
Total fair value of net assets acquired | 13,610,000 | ||||||
Excess purchase price over fair value of net assets acquired (“goodwill”) | $ 1,352,000 | ||||||
CIRI Alaska Tourism Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 45,000,000 | ||||||
Working capital receivable | (35,000) | (89,000) | |||||
Accounts receivable | 8,000 | ||||||
Inventories | 921,000 | ||||||
Prepaid expenses | 82,000 | ||||||
Property and equipment | 43,470,000 | ||||||
Intangible assets | 980,000 | ||||||
Total assets acquired | 45,461,000 | ||||||
Accounts payable | 306,000 | $ 100,000 | $ 100,000 | ||||
Accrued liabilities | 434,000 | ||||||
Customer deposits | 1,952,000 | ||||||
Total liabilities assumed | 2,692,000 | ||||||
Total fair value of net assets acquired | 42,769,000 | ||||||
Cash acquired | (2,196,000) | ||||||
Purchase price, net of cash acquired | $ 42,769,000 |
Acquisition of Businesses - Una
Acquisition of Businesses - Unaudited Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Business Combinations [Abstract] | |||||
Revenue | $ 324,747 | $ 326,988 | $ 566,188 | $ 591,516 | |
Depreciation and amortization | 10,187 | 10,811 | 18,756 | 19,961 | |
Income from continuing operations | 19,870 | 22,677 | 11,741 | 18,008 | |
Net income attributable to Viad | $ 19,571 | $ 22,864 | $ 11,418 | $ 18,111 | |
Diluted income per share (1) | [1] | $ 0.97 | $ 1.14 | $ 0.56 | $ 0.90 |
Basic income per share | $ 0.97 | $ 1.14 | $ 0.56 | $ 0.90 | |
[1] | Diluted income per share amount cannot exceed basic income per share. |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Components of Inventories | ||
Raw materials | $ 17,989 | $ 14,383 |
Work in process | 20,963 | 13,146 |
Inventories | $ 38,952 | $ 27,529 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid vendor payments | $ 7,930 | $ 2,140 |
Income tax receivable | 4,954 | 4,643 |
Prepaid software maintenance | 3,546 | 2,026 |
Prepaid taxes | 1,682 | 1,261 |
Prepaid rent | 1,526 | 1,406 |
Prepaid insurance | 1,275 | 2,024 |
Prepaid other | 4,653 | 2,777 |
Other | 1,851 | 1,034 |
Other current assets | $ 27,417 | $ 17,311 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 514,112 | $ 435,370 |
Accumulated depreciation | (265,101) | (246,131) |
Property and equipment, net | 249,011 | 189,239 |
Land and land interests | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 31,986 | 29,032 |
Buildings and leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 177,948 | 135,381 |
Equipment and other | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 304,178 | $ 270,957 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 8.4 | $ 7.4 | $ 15.1 | $ 14.1 |
Other Investments and Assets -
Other Investments and Assets - Summary of Other Investments and Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | [1] |
Investments All Other Investments [Abstract] | |||
Cash surrender value of life insurance | $ 22,080 | $ 21,970 | |
Self-insured liability receivable | 5,979 | 5,979 | |
Workers’ compensation insurance security deposits | 4,250 | 4,250 | |
Other mutual funds | 1,995 | 2,192 | |
Other | 2,993 | 3,240 | |
Other investments and assets | $ 37,297 | $ 37,631 | |
[1] | In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company adopted the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction of long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Other Investments and Assets 56
Other Investments and Assets - Summary of Other Investments and Assets (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Investments All Other Investments [Abstract] | |||
Unamortized debt issuance costs | [1] | $ 1,671 | $ 1,572 |
[1] | In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Summary of Goodwill Balances by Component and Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | $ 185,223 |
Business acquisitions | 1,352 |
Foreign currency translation adjustments | 900 |
Balance at June 30, 2016 | 187,475 |
Marketing & Events U.S. Segment | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | 112,300 |
Balance at June 30, 2016 | 112,300 |
Marketing & Events International Segment | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | 38,635 |
Foreign currency translation adjustments | (1,829) |
Balance at June 30, 2016 | 36,806 |
Travel & Recreation Group | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | 34,288 |
Business acquisitions | 1,352 |
Foreign currency translation adjustments | 2,729 |
Balance at June 30, 2016 | $ 38,369 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | $ 53,969 | $ 42,743 |
Accumulated Amortization | (14,192) | (9,881) |
Amortized intangible assets, Net Carrying Value | 39,777 | 32,862 |
Intangible Assets, Gross (Excluding Goodwill) | 54,429 | 43,203 |
Other intangible assets, net | 40,237 | 33,322 |
Customer contracts and relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 39,564 | 38,342 |
Accumulated Amortization | (10,616) | (7,814) |
Amortized intangible assets, Net Carrying Value | 28,948 | 30,528 |
Operating contracts and licenses | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 9,687 | 665 |
Accumulated Amortization | (454) | (272) |
Amortized intangible assets, Net Carrying Value | 9,233 | 393 |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortized intangible assets, Gross Carrying Value | 4,718 | 3,736 |
Accumulated Amortization | (3,122) | (1,795) |
Amortized intangible assets, Net Carrying Value | 1,596 | 1,941 |
Business licenses | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Unamortized intangible assets, Gross Carrying Value | $ 460 | $ 460 |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Intangible asset amortization expense | $ 1.8 | $ 1.8 | $ 3.5 | $ 3.8 |
Customer contracts and relationships | ||||
Segment Reporting Information [Line Items] | ||||
Weighted-average amortization period of intangible assets | 7 years 7 months 6 days | |||
Operating contracts and licenses | ||||
Segment Reporting Information [Line Items] | ||||
Weighted-average amortization period of intangible assets | 27 years 6 months | |||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Weighted-average amortization period of intangible assets | 2 years 4 months 24 days |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Amortized Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Estimated amortization expense related to amortized intangible assets | ||
Remainder of 2016 | $ 3,557 | |
2,017 | 6,057 | |
2,018 | 5,103 | |
2,019 | 4,730 | |
2,020 | 4,185 | |
Thereafter | 16,145 | |
Amortized intangible assets, Net Carrying Value | $ 39,777 | $ 32,862 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Continuing operations: | ||
Self-insured liability accrual | $ 6,992 | $ 6,891 |
Accrued employee benefit costs | 3,433 | 3,892 |
Accrued sales and use taxes | 5,010 | 4,772 |
Accrued dividends | 2,111 | 2,103 |
Accrued restructuring | 1,954 | 1,757 |
Current portion of pension liability | 1,767 | 1,768 |
Accrued rebates | 1,515 | 752 |
Deferred rent | 1,140 | 548 |
Accrued professional fees | 1,070 | 751 |
Other taxes | 3,909 | 1,465 |
Other | 903 | 3,523 |
Total continuing operations | 29,804 | 28,222 |
Discontinued operations: | ||
Environmental remediation liabilities | 313 | 295 |
Self-insured liability accrual | 207 | 200 |
Other | 1,447 | 521 |
Total discontinued operations | 1,967 | 1,016 |
Total other current liabilities | $ 31,771 | $ 29,238 |
Other Deferred Items and Liab62
Other Deferred Items and Liabilities - Schedule of Other Deferred Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Continuing operations: | ||
Self-insured liability | $ 13,810 | $ 13,662 |
Self-insured excess liability | 5,979 | 5,979 |
Accrued compensation | 5,416 | 7,612 |
Deferred rent | 5,219 | 5,607 |
Foreign deferred tax liability | 2,384 | 2,384 |
Accrued restructuring | 671 | 519 |
Other | 1,174 | 1,262 |
Total continuing operations | 34,653 | 37,025 |
Discontinued operations: | ||
Environmental remediation liabilities | 3,979 | 4,177 |
Self-insured liability | 3,825 | 3,986 |
Accrued income taxes | 1,169 | 1,151 |
Other | 271 | 997 |
Total discontinued operations | 9,244 | 10,311 |
Total other deferred items and liabilities | $ 43,897 | $ 47,336 |
Debt and Capital Lease Obliga63
Debt and Capital Lease Obligations - Schedule of Long-term Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2019 | [1] | $ 131,125 | $ 127,500 |
Less unamortized debt issuance costs | [2] | (1,671) | (1,572) |
Total debt | 129,454 | 125,928 | |
Capital lease obligations, 6.2% and 6.1% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2018 | 1,571 | 1,475 | |
Total debt and capital lease obligations | 131,025 | 127,403 | |
Current portion | (47,605) | (34,554) | |
Long-term debt and capital lease obligations | $ 83,420 | $ 92,849 | |
[1] | Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facility and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees. | ||
[2] | In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Debt and Capital Lease Obliga64
Debt and Capital Lease Obligations - Schedule of Long-term Debt and Capital Lease Obligations (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | ||
Debt Disclosure [Abstract] | |||
Interest rate on credit facility | 2.50% | 2.40% | |
Weighted interest rate on long term debt | 6.20% | 6.10% | |
Unamortized debt issuance costs | [1] | $ 1,671 | $ 1,572 |
[1] | In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Debt and Capital Lease Obliga65
Debt and Capital Lease Obligations - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Dec. 22, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | |
Line of Credit Facility [Line Items] | ||||||
Fixed charge coverage ratio | 211.00% | |||||
Leverage ratio | 171.00% | |||||
Total debt and capital lease obligations | $ 127,403 | $ 131,025 | $ 131,025 | |||
Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2019 | [1] | 127,500 | 131,125 | 131,125 | ||
Capital lease obligations, 6.2% and 6.1% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2018 | 1,475 | 1,571 | 1,571 | |||
Remaining borrowing capacity on line of credit | 145,700 | 145,700 | ||||
Letters of credit outstanding | 1,300 | 1,300 | ||||
Unamortized debt issuance costs | [2] | 1,572 | 1,671 | 1,671 | ||
Maximum potential amount of future payments | 9,000 | $ 9,000 | ||||
Recourse provisions | There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees | |||||
Fair value of debt | 113,900 | 122,300 | $ 122,300 | |||
Maximum | Acquisitions Consummated on or Prior to December 31, 2015 | ||||||
Line of Credit Facility [Line Items] | ||||||
Leverage ratio | 300.00% | |||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2019 | 28,000 | $ 28,000 | ||||
Commitment fee percentage on line of credit | 0.35% | |||||
Collateral on line of credit | Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments | |||||
Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at June 30, 2016 and December 31, 2015, respectively, due through 2019 | $ 103,100 | $ 103,100 | ||||
Amended and Restated Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Maturity date | Dec. 22, 2019 | |||||
Annual share repurchase limit | 20,000 | |||||
Amended and Restated Credit Agreement | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Fixed charge coverage ratio | 175.00% | 350.00% | ||||
Amended and Restated Credit Agreement | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Leverage ratio | 300.00% | |||||
Amended and Restated Credit Agreement | Maximum | Scenario Forecast | ||||||
Line of Credit Facility [Line Items] | ||||||
Leverage ratio | 250.00% | |||||
Amended and Restated Credit Agreement | Senior Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity on line of credit | $ 300,000 | |||||
Amended and Restated Credit Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity on line of credit | 175,000 | |||||
Additional borrowing capacity on line of credit | 100,000 | |||||
Line of Credit borrowings used to support letter of credit | 40,000 | |||||
Amended and Restated Credit Agreement | Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity on line of credit | $ 125,000 | |||||
Credit Agreement Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum leverage ratio for acquisition | 300.00% | |||||
Leverage ratio required for dividend or share activity | 250.00% | |||||
Maximum leverage ratio for unsecured debt | 300.00% | |||||
Annual share repurchase limit on leverage ratio basis | $ 20,000 | |||||
Credit Agreement Amendment | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Fixed charge coverage ratio | 175.00% | |||||
Credit Agreement Amendment | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Leverage ratio | 350.00% | |||||
Top Tier Foreign Subsidiaries | Amended and Restated Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Percent of lenders security interest on capital stock foreign subsidiary | 65.00% | |||||
[1] | Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facility and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees. | |||||
[2] | In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet. |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring and Nonrecurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair value information related to assets | ||
Assets | $ 2,113 | $ 2,310 |
Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | 2,113 | 2,310 |
Money market funds | ||
Fair value information related to assets | ||
Assets | 118 | 118 |
Money market funds | Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | 118 | 118 |
Other mutual funds | ||
Fair value information related to assets | ||
Assets | 1,995 | 2,192 |
Other mutual funds | Quoted Prices in Active Markets (Level 1) | ||
Fair value information related to assets | ||
Assets | $ 1,995 | $ 2,192 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Line Items] | ||
Unrealized gains on the investments after-tax | $ 366 | $ 346 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Realized gains on the investments | 0 | |
Unrealized gains on the investments | 0 | |
Other mutual funds | ||
Cash and Cash Equivalents [Line Items] | ||
Unrealized gains on the investments | 600 | 600 |
Unrealized gains on the investments after-tax | 400 | 300 |
Fair Value, Measurements, Recurring | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Fair Value Disclosure | 2,113 | 2,310 |
Fair Value, Measurements, Recurring | Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Fair Value Disclosure | 118 | 118 |
Fair Value, Measurements, Recurring | Other mutual funds | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Fair Value Disclosure | $ 1,995 | $ 2,192 |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Stockholders' Equity to Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Noncontrolling Interest [Line Items] | |||||
Beginning Balance | $ 335,338 | $ 347,702 | |||
Net income (loss) | $ 19,509 | $ 22,389 | 12,526 | 20,333 | |
Net income (loss) attributable to noncontrolling interest | (65) | (109) | (227) | (173) | |
Net income | 19,444 | 22,280 | 12,299 | 20,160 | |
Dividends on common stock | (4,050) | (4,008) | |||
Common stock purchased for treasury | (651) | (5,969) | |||
Employee benefit plans | 3,145 | 4,790 | |||
Unrealized foreign currency translation adjustment | [1] | (3,470) | 5,953 | 4,572 | (11,626) |
Tax benefits from share-based compensation | 39 | 232 | |||
Other changes to AOCI | 105 | 298 | |||
Other | (17) | (2) | |||
Ending Balance | 350,780 | 351,577 | 350,780 | 351,577 | |
Non-Controlling Interest | |||||
Noncontrolling Interest [Line Items] | |||||
Beginning Balance | 12,757 | 12,315 | |||
Net income (loss) attributable to noncontrolling interest | (227) | (173) | |||
Other | (1) | ||||
Ending Balance | 12,530 | 12,141 | 12,530 | 12,141 | |
Total Viad Equity | |||||
Noncontrolling Interest [Line Items] | |||||
Beginning Balance | 322,581 | 335,387 | |||
Net income (loss) | 12,526 | 20,333 | |||
Dividends on common stock | (4,050) | (4,008) | |||
Common stock purchased for treasury | (651) | (5,969) | |||
Employee benefit plans | 3,145 | 4,790 | |||
Unrealized foreign currency translation adjustment | 4,572 | (11,626) | |||
Tax benefits from share-based compensation | 39 | 232 | |||
Other changes to AOCI | 105 | 298 | |||
Other | (17) | (1) | |||
Ending Balance | $ 338,250 | $ 339,436 | $ 338,250 | $ 339,436 | |
[1] | The tax effect on other comprehensive income (loss) is not significant. |
Stockholders' Equity - Reconc69
Stockholders' Equity - Reconciliation of Stockholders' Equity to Noncontrolling Interests (Parenthetical) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity [Abstract] | ||||
Dividends declared per common share | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning Balance | $ 335,338 |
Ending Balance | 350,780 |
Unrealized Gains on Investments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning Balance | 346 |
Other comprehensive income before reclassifications | 36 |
Amounts reclassified from AOCI, net of tax | (16) |
Net other comprehensive income | 20 |
Ending Balance | 366 |
Cumulative Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning Balance | (23,257) |
Other comprehensive income before reclassifications | 4,572 |
Net other comprehensive income | 4,572 |
Ending Balance | (18,685) |
Unrecognized Net Actuarial Loss and Prior Service Credit, Net | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning Balance | (11,265) |
Amounts reclassified from AOCI, net of tax | 85 |
Net other comprehensive income | 85 |
Ending Balance | (11,180) |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Beginning Balance | (34,176) |
Other comprehensive income before reclassifications | 4,608 |
Amounts reclassified from AOCI, net of tax | 69 |
Net other comprehensive income | 4,677 |
Ending Balance | $ (29,499) |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassification out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Unrealized gains on investments | $ 38 | $ 443 | $ 94 | $ 506 | |
Tax effect | (9,226) | (10,372) | (5,774) | (7,105) | |
Income from continuing operations | $ 19,808 | $ 22,202 | 12,849 | 20,230 | |
Reclassification out of Accumulated Other Comprehensive Income | Unrealized Gains on Investments | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Unrealized gains on investments | (25) | (54) | |||
Tax effect | 9 | 20 | |||
Income from continuing operations | (16) | (34) | |||
Reclassification out of Accumulated Other Comprehensive Income | Unrecognized Net Actuarial Loss and Prior Service Credit, Net | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Recognized net actuarial (gain) loss | [1] | 388 | 345 | ||
Amortization of prior service credit | [1] | (251) | (275) | ||
Tax effect | (52) | (101) | |||
Income from continuing operations | $ 85 | $ (31) | |||
[1] | Amount included in pension expense. Refer to Note 16 - Pension and Postretirement Benefits. |
Income Per Share - Reconciliati
Income Per Share - Reconciliation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Numerator: | |||||
Net income attributable to Viad (diluted) | $ 19,509 | $ 22,389 | $ 12,526 | $ 20,333 | |
Less: Allocation to non-vested shares | (265) | (321) | (171) | (304) | |
Net income allocated to Viad common stockholders (basic) | $ 19,244 | $ 22,068 | $ 12,355 | $ 20,029 | |
Denominator: | |||||
Basic weighted-average outstanding common shares | 19,983 | 19,778 | 19,949 | 19,757 | |
Additional dilutive shares related to share-based compensation | 170 | 140 | 175 | 176 | |
Diluted weighted-average outstanding shares | 20,153 | 19,918 | 20,124 | 19,933 | |
Basic income attributable to Viad common stockholders | $ 0.96 | $ 1.12 | $ 0.62 | $ 1.01 | |
Diluted income attributable to Viad common stockholders | [1] | $ 0.96 | $ 1.12 | $ 0.62 | $ 1.01 |
[1] | Diluted income per share amount cannot exceed basic income per share. |
Income Per Share - Narrative (D
Income Per Share - Narrative (Details) | 6 Months Ended |
Jun. 30, 2015shares | |
Stock Options | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Common stock shares effect would be anti-dilutive | 7,386 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate | 31.80% | 31.80% | 31.00% | 26.00% | |
Federal statutory tax rate | 35.00% | ||||
Tax credit carryforwards | $ 19.5 | ||||
Liability for uncertain tax positions | $ 1.5 | $ 1.5 | 1.4 | ||
Continuing Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Liability for uncertain tax positions | 0.3 | 0.3 | 0.3 | ||
Unrecognized tax positions to be released in the next 12 months | 0.1 | 0.1 | |||
Discontinued Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Liability for uncertain tax positions | 1.2 | 1.2 | 1.1 | ||
Unrecognized tax positions to be released in the next 12 months | $ 1.2 | $ 1.2 | |||
Foreign Income Tax Credit | Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforwards | $ 9.2 | ||||
Tax credit carryforward expiration period | 10 years | ||||
Tax credit carryforward expiration year | 2,020 |
Pension and Postretirement Be75
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 10 | $ 26 | $ 20 | $ 51 |
Interest cost | 259 | 275 | 517 | 526 |
Expected return on plan assets | (37) | (81) | (130) | (192) |
Recognized net actuarial loss | 98 | 143 | 213 | 268 |
Net periodic benefit cost | 330 | 363 | 620 | 653 |
US Postretirement Benefit Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 33 | 44 | 69 | 87 |
Interest cost | 152 | 139 | 303 | 316 |
Amortization of prior service credit | (126) | (185) | (252) | (276) |
Recognized net actuarial loss | 81 | 134 | 175 | 273 |
Net periodic benefit cost | 140 | 132 | 295 | 400 |
Foreign Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 125 | 131 | 245 | 259 |
Interest cost | 126 | 131 | 244 | 260 |
Expected return on plan assets | (144) | (152) | (279) | (301) |
Recognized net actuarial loss | 1 | 2 | 1 | 4 |
Net periodic benefit cost | $ 108 | $ 112 | $ 211 | $ 222 |
Pension and Postretirement Be76
Pension and Postretirement Benefits - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in funded pension plans | $ 0.9 |
Amount expected to contribute in unfunded pension plans | 0.8 |
Pension Plans | Funded Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension Contributions | 0.4 |
Pension Plans | Unfunded Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension Contributions | 0.3 |
US Postretirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Amount expected to contribute in postretirement benefit plans | 1.1 |
Pension and Other Postretirement Benefit Contributions | $ 0.4 |
Restructuring Charges - Reconci
Restructuring Charges - Reconciliation of Beginning and Ending Liability Balances by Major Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost And Reserve [Line Items] | ||||
Balance at December 31, 2015 | $ 2,276 | |||
Restructuring charges | $ 975 | $ 1,069 | 1,967 | $ 1,285 |
Cash payments | (1,832) | |||
Adjustment to liability | 214 | |||
Balance at June 30, 2016 | 2,625 | 2,625 | ||
Marketing Events Group Consolidation | Employee Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at December 31, 2015 | 751 | |||
Restructuring charges | 1,455 | |||
Cash payments | (1,126) | |||
Balance at June 30, 2016 | 1,080 | 1,080 | ||
Marketing Events Group Consolidation | Facility Closing | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at December 31, 2015 | 1,291 | |||
Restructuring charges | 9 | |||
Cash payments | (213) | |||
Balance at June 30, 2016 | 1,087 | 1,087 | ||
Other Restructuring | Employee Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at December 31, 2015 | 234 | |||
Restructuring charges | 503 | |||
Cash payments | (493) | |||
Adjustment to liability | 214 | |||
Balance at June 30, 2016 | $ 458 | $ 458 |
Litigation, Claims, Contingen78
Litigation, Claims, Contingencies and Other - Narrative (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)Agreement | |
Loss Contingencies [Line Items] | ||
Environmental remediation liability | $ 4,300,000 | $ 4,300,000 |
Maximum potential amount of future payments | 9,000,000 | $ 9,000,000 |
Guarantees relate to facilities leased by the company | 2021-03 | |
Recourse provision to recover guarantees | 0 | $ 0 |
Bargaining agreements | Agreement | 100 | |
Self insurance reserve | 20,800,000 | $ 20,800,000 |
Workers' compensation liability | 13,700,000 | 13,700,000 |
Self insurance reserve for general and auto | 7,100,000 | 7,100,000 |
Self insurance reserve on discontinued operations | 4,000,000 | 4,000,000 |
Payments for self insurance | 1,400,000 | 2,400,000 |
Self insurance reserve in which company is the primary obligor | 6,000,000 | 6,000,000 |
Self insurance reserve in which company is the primary obligor for workers compensation | 2,500,000 | 2,500,000 |
Self insurance reserve in which company is the primary obligor for general liability | 3,500,000 | 3,500,000 |
Minimum | ||
Loss Contingencies [Line Items] | ||
General range on claims | 200,000 | 200,000 |
Maximum | ||
Loss Contingencies [Line Items] | ||
General range on claims | $ 500,000 | $ 500,000 |
Segment Information - Reconcili
Segment Information - Reconciliation of Income Statement Items from Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Reportable segments reconciliations: | |||||
Total revenue | $ 324,747 | $ 317,035 | $ 566,109 | $ 581,431 | |
Segment operating income | 31,307 | 34,303 | 23,116 | 30,368 | |
Interest income | 38 | 443 | 94 | 506 | |
Interest expense | (1,336) | (1,103) | (2,620) | (2,254) | |
Restructuring charges | (975) | (1,069) | (1,967) | (1,285) | |
Income from continuing operations before income taxes | 29,034 | 32,574 | 18,623 | 27,335 | |
Operating Segments | |||||
Reportable segments reconciliations: | |||||
Segment operating income | 34,436 | 36,286 | 28,156 | 35,161 | |
Operating Segments | Marketing & Events Group | |||||
Reportable segments reconciliations: | |||||
Total revenue | 285,428 | 286,569 | 521,564 | 543,497 | |
Segment operating income | 27,378 | 30,083 | 27,671 | 33,767 | |
Restructuring charges | (383) | (293) | (471) | ||
Operating Segments | Travel & Recreation Group | |||||
Reportable segments reconciliations: | |||||
Total revenue | 40,483 | 30,466 | 45,709 | 37,934 | |
Segment operating income | 7,058 | 6,203 | 485 | 1,394 | |
Restructuring charges | (1) | (148) | (93) | (142) | |
Operating Segments | Marketing & Events International Segment | |||||
Reportable segments reconciliations: | |||||
Restructuring charges | (956) | (133) | (1,171) | (271) | |
Intersegment Eliminations | Marketing & Events Group | |||||
Reportable segments reconciliations: | |||||
Total revenue | (7,332) | (7,903) | (9,014) | (9,154) | |
Corporate Eliminations | |||||
Reportable segments reconciliations: | |||||
Total revenue | [1] | (1,164) | (1,164) | ||
Segment operating income | [1] | (422) | (422) | ||
Corporate | |||||
Reportable segments reconciliations: | |||||
Segment operating income | (2,707) | (1,983) | (4,618) | (4,793) | |
Restructuring charges | (18) | (405) | (410) | (401) | |
U.S. Segment | Operating Segments | Marketing & Events Group | |||||
Reportable segments reconciliations: | |||||
Total revenue | 220,078 | 208,749 | 403,815 | 401,692 | |
Segment operating income | 22,502 | 18,974 | 23,364 | 21,611 | |
International Segment | Operating Segments | Marketing & Events Group | |||||
Reportable segments reconciliations: | |||||
Total revenue | 72,682 | 85,723 | 126,763 | 150,959 | |
Segment operating income | $ 4,876 | $ 11,109 | $ 4,307 | $ 12,156 | |
[1] | Represents the elimination of intercompany revenue and profit realized by the Marketing & Events Group for work completed on renovations for the Travel & Recreation Group’s Banff Gondola. |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Income (loss) from discontinued operations | $ (364) | $ 78 | $ (550) | $ (70) |