Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Note 8. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill were as follows:

(in thousands)	GES U.S.		GES International			Pursuit			Total
Balance at December 31, 2014	$	110,618	$	42,221		$	41,358		$	194,197
Purchase price allocation adjustments		1,682		475			—			2,157
Foreign currency translation adjustments		—		(3,488	)		(7,070	)		(10,558	)
Disposals⁽¹⁾		—		(573	)		—			(573	)
Balance at December 31, 2015		112,300		38,635			34,288			185,223
Business acquisitions		35,977		—			35,681			71,658
Foreign currency translation adjustments		—		(4,175	)		1,316			(2,859	)
Balance at December 31, 2016	$	148,277	$	34,460		$	71,285		$	254,022

⁽¹⁾

During 2015, the Company partially disposed of certain operations associated with a venue services contract within GES International. Accordingly, goodwill of $0.6 million was included in the carrying amount of those operations, and a loss of $23,000 was recorded in income from continuing operations related to the disposal.

The following table summarizes goodwill by reporting unit and segment:

	December 31,
(in thousands)	2016		2015
GES:
U.S.	$	148,277	$	112,300
International:
GES EMEA		27,694		32,064
GES Canada		6,766		6,571
Total GES		182,737		150,935
Pursuit:
Brewster Travel Canada		32,587		29,836
Alaska Collection		3,184		3,184
Glacier Park, Inc.		1,268		1,268
FlyOver Canada		34,246		—
Total Pursuit		71,285		34,288
Total Goodwill	$	254,022	$	185,223

Goodwill is tested for impairment on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value.

GES U.S. goodwill is assigned to and tested at the operating segment level. GES International goodwill is assigned to and tested based on the segment’s geographical operations (GES EMEA and GES Canada). Pursuit’s impairment testing is performed at the reporting unit level (Brewster Travel Canada, the Alaska Collection, Glacier Park, Inc., and FlyOver Canada).

As a result of the Company’s most recent impairment analysis performed as of October 31, 2016, the excess of the estimated fair value over the carrying value (expressed as a percentage of the carrying amounts) under step one of the impairment test for each of GES’ reporting units in the U.S., GES EMEA, and GES Canada was 153 percent, 137 percent, and 165 percent, respectively. For the Brewster Travel Canada, the Alaska Collection, and the Glacier Park, Inc. reporting units, the excess of the estimated fair value over the carrying value was 132 percent, 70 percent, and 14 percent, respectively. FlyOver Canada was acquired on December 29, 2016 and was not included in the October 31, 2016 impairment analysis.

Viad’s accumulated goodwill impairment as of December 31, 2016 and 2015 was $229.7 million for both periods.

Other intangible assets consisted of the following:

	December 31, 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	$	67,762	$	(14,345	)	$	53,417	$	38,342	$	(7,814	)	$	30,528
Operating contracts and licenses		9,315		(652	)		8,663		665		(272	)		393
Tradenames		8,324		(1,440	)		6,884		1,322		(863	)		459
Non-compete agreements		5,190		(1,369	)		3,821		1,516		(656	)		860
Other		886		(458	)		428		898		(276	)		622
Total amortized intangible assets		91,477		(18,264	)		73,213		42,743		(9,881	)		32,862
Unamortized intangible assets:
Business licenses		460		—			460		460		—			460
Other intangible assets	$	91,937	$	(18,264	)	$	73,673	$	43,203	$	(9,881	)	$	33,322

Intangible asset amortization expense was $9.2 million, $7.2 million, and $2.7 million for the years ended December 31, 2016, 2015, and 2014, respectively. The weighted-average amortization period of customer contracts and relationships, tradenames, operating contracts and licenses, non-compete agreements, and other amortizable intangible assets is approximately 9.5 years, 7.4 years, 27.1 years, 3.0 years, and 3.6 years, respectively. The estimated future amortization expense related to amortized intangible assets held at December 31, 2016 is as follows:

(in thousands)
Year ending December 31,
2017	$	12,207
2018		10,754
2019		9,712
2020		8,241
2021		7,277
Thereafter		25,022
Total	$	73,213

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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