8-K
Pursuit Attractions & Hospitality, Inc. (PRSU)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 07, 2024 |
|---|
Viad Corp
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-11015 | 36-1169950 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 7000 East 1st Avenue | ||
| Scottsdale, Arizona | 85251-4304 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (602) 207-1000 | ||
| --- | ||
| Not Applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.50 Par Value | VVI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 7, 2024, we issued a press release announcing our earnings for the third quarter ended September 30, 2024. A copy of the earnings press release is furnished as Exhibit 99.1 to this current report.
This press release, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On November 7, 2024, we posted an earnings presentation to our website at www.viad.com. The information found on, or otherwise accessible through, our website is not incorporated by reference herein. A copy of the earnings presentation is furnished as Exhibit 99.2 to this current report.
This earnings presentation, including Exhibit 99.2, will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Viad Corp Press Release dated November 7, 2024 |
| 99.2 | Earnings Presentation dated November 7, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Viad Corp | ||
|---|---|---|
| (Registrant) | ||
| Date: November 7, 2024 | By: | /s/ Leslie S. Striedel |
| Leslie S. Striedel | ||
| Title: | Chief Accounting Officer |
EX-99.1
NEWS FOR IMMEDIATE RELEASE
Exhibit 99.1
Viad Corp Reports 2024 THIRD Quarter Results
- Strong third quarter performance at both Pursuit and GES
- Pursuit completes tuck-in acquisition in Glacier National Park
- Sale of GES for $535 million is on track to close on December 31, 2024
SCOTTSDALE, November 7, 2024 -- Viad Corp (NYSE: VVI), a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition services, and experiential marketing, today reported results for the 2024 third quarter.
Steve Moster, Viad’s President and Chief Executive Officer, commented, “We delivered another quarter of strong operational and financial results at both Pursuit and GES. Outside of Jasper, Pursuit's revenue grew approximately 13% during the quarter from the significant demand for our unforgettable experiences. GES' outperformance was largely driven by successful execution at our major non-annual shows and disciplined cost management. We expect to deliver significant full year growth in consolidated adjusted EBITDA, and both businesses are positioned for continued success.”
Moster continued, "We’re also pleased to report that we recently completed the acquisition of a great tuck-in experience for our Glacier Park Collection and that we are on track to complete the transformative sale of GES by the end of the year. This transaction will establish Pursuit as a pure-play, high-growth and high-margin business with the financial flexibility and balance sheet capacity to accelerate its Refresh, Build, Buy growth strategy and capitalize on its substantial growth prospects in the hospitality and attractions space."
Financial Highlights
| Three months ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share data) | 2024 | 2023 | Change | % Change | |||||
| Revenue | $ | 455.7 | $ | 365.9 | 24.5% | ||||
| Pursuit Revenue | 182.3 | 186.9 | ) | (2.5%) | |||||
| GES Revenue | 273.4 | 179.0 | 52.8% | ||||||
| Net Income Attributable to Viad | $ | 48.6 | $ | 41.3 | 17.8% | ||||
| Adjusted Net Income* | 58.8 | 43.3 | 35.7% | ||||||
| Diluted EPS Attributable to Viad | $ | 1.65 | $ | 1.41 | 17.0% | ||||
| Adjusted Diluted EPS* | 2.01 | 1.49 | 34.9% | ||||||
| Consolidated Adjusted EBITDA* | $ | 103.1 | $ | 86.3 | 19.6% | ||||
| Pursuit Adjusted EBITDA* | 86.3 | 91.8 | ) | (6.0%) | |||||
| GES Adjusted EBITDA* | 20.2 | (2.0 | ) | ** | |||||
| Corporate Adjusted EBITDA* | (3.4 | ) | (3.5 | ) | 4.2% |
All values are in US Dollars.
* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
** Change is greater than +/- 100 percent
In addition to the commentary below, further information regarding our financial results, trends, and outlook are available in a supplemental earnings presentation, which can be accessed on the “Investors” section of our website, and in the financial tables accompanying this press release.
Third Quarter Results
Revenue of $455.7 million increased $89.8 million (24.5%) from the 2023 third quarter.
Pursuit revenue of $182.3 million decreased $4.7 million (-2.5%) year-over-year due to temporary closures and lower visitation caused by the Jasper wildfire, partially offset by growth across our other geographies.
Excluding our Jasper properties, Pursuit revenue increased $17.2 million (13.1%).
GES revenue of $273.4 million increased $94.5 million (52.8%) year-over-year primarily due to incremental revenue of about $104 million from the timing of major non-annual shows.
Net income attributable to Viad of $48.6 million increased $7.3 million from the 2023 third quarter primarily due to stronger performance at GES, partially offset by asset impairment charges and GES transaction-related expenses.
Adjusted net income* of $58.8 million increased $15.5 million year-over-year primarily due to improved results at GES.
Consolidated adjusted EBITDA* of $103.1 million increased $16.9 million from the 2023 third quarter.
Pursuit adjusted EBITDA* of $86.3 million decreased $5.5 million year-over-year primarily due to lower revenue from the Jasper wildfire, combined with a year-over-year increase in certain general and operating costs.
GES adjusted EBITDA of $20.2 million increased $22.2 million year-over-year primarily driven by higher revenue and significant margin expansion.
Cash Flow and Balance Sheet Highlights
- Our cash flow from operations was an inflow of about $110 million for the third quarter.
- Our capital expenditures for the third quarter totaled approximately $15 million, comprising $9.7 million for Pursuit (inclusive of about $3 million for growth projects) and $5.1 million for GES.
- Our debt payments (net) totaled $93.7 million for the third quarter.
- Our total liquidity was $228.8 million as of September 30, 2024, comprising cash and cash equivalents of $64.6 million and $164.3 million of capacity available on our revolving credit facility.
- Our debt was $398.2 million, and our net leverage ratio was 1.7x at the end of the third quarter.
Pursuit Acquisition
On November 6, 2024, Pursuit expanded its collection of accommodation and hospitality experiences within Glacier National Park with the acquisition of Eddie’s Café & Mercantile, which includes food and beverage and retail offerings as well as newly constructed Apgar Lookout Retreat guest accommodations. Eddie’s and the Apgar Lookout Retreat are located adjacent to Pursuit’s existing 48 room Apgar Village Lodge near the picturesque shores of Lake McDonald on privately held land inside Glacier National Park.
Pursuit President David Barry commented, “Eddie’s has a long and successful history operating in Apgar and we are very proud to continue its success as part of our Glacier Park Collection. Apgar Lookout Retreat’s six high-end accommodation units are beautiful and a step above all of the other lodging experiences in the West Glacier area. This acquisition is a perfect complement to our existing guest rooms in Apgar Village and is well positioned to serve the approximately 1 million park visitors that come through Apgar as they explore Glacier National Park.”
2024 Outlook
Based on our stronger than expected performance year-to-date in 2024 and favorable underlying demand trends we are seeing, we are revising our prior full year guidance ranges. We expect GES will achieve Adjusted EBITDA of $90 million to $95 million, up from previous expectations of $85 million to $95 million. Additionally, we have narrowed our range for Pursuit’s Adjusted EBITDA to $87 million to $92 million.
Our guidance for Viad consolidated, Pursuit, and GES is below.
| (in millions) | Fourth Quarter | Full Year |
|---|---|---|
| Viad Consolidated | ||
| Revenue | $240 to $260 | Up high-single to low-double digits |
| Adjusted EBITDA | $(9) to $0 | $163 to $172 |
| Cash flow from Operations | $(43) to $(33) | $90 to $100 |
| Capital Expenditures | $12 to $17<br><br>(including growth capex of ~$3) | $65 to $70<br><br>(including growth capex of ~$20) |
| Effective Tax Rate | 1% to 2% | 35% to 36% |
| Pursuit | ||
| Revenue | $40 to $45 | Up low-single digits |
| Adjusted EBITDA | $(12) to $(7) | $87 to $92 |
| GES | ||
| Revenue | $200 to $215 | Up low-double digits |
| Adjusted EBITDA | $6 to $11 | $90 to $95 |
Conference Call Details
Management will host a conference call to review third quarter 2024 results on Thursday, November 7, 2024, at 5 p.m. (Eastern Time).
The conference call can be accessed with operator assistance by calling (404) 975-4839 or (833) 470-1428 and entering the access code 418347.
To avoid wait time and bypass speaking with an operator to join the call, participants can pre-register using the following registration link: https://www.netroadshow.com/events/login?show=acecadfb&confId=71998. After registering, a calendar invitation will be sent that includes dial-in information as well as unique codes for entry into the live call. We recommend that you register in advance to ensure access for the full call.
A live audio webcast of the call will also be available in listen-only mode through the “Investors” section of our website. A replay of the webcast will be available on our website shortly after the call and, for a limited time, by calling (929) 458-6194 or (866) 813-9403 and entering the access code 590564.
Additionally, we posted a supplemental earnings presentation, containing our financial results, trends and outlook, on the “Investors” section of our website prior to the conference call. We will refer to this presentation during the call.
About Viad
Viad (NYSE: VVI), is a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition services, and experiential marketing through two businesses: Pursuit and GES. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company.
Pursuit is an attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations in the United States, Canada, and Iceland. Pursuit’s elevated hospitality experiences include 14 world-class point-of-interest attractions and 27 distinctive lodges, along with integrated restaurants, retail and transportation that enable visitors to discover and connect with stunning national parks and renowned global travel locations.
GES is a global exhibition services and experiential marketing company offering a comprehensive range of services to the world’s leading event organizers and brands through two reportable segments, GES Exhibitions and Spiro. GES Exhibitions is a global exhibition and trade show management business that partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows with teams throughout North America, Europe, and the Middle East. Spiro is a global experiential marketing agency that partners with leading brands around the world to manage and elevate their experiential marketing activities, bonding brand and customer.
For more information, visit www.viad.com.
Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “can,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Such forward-looking statements include those that address activities, events or developments that Viad or its management believes or anticipates may occur in the future, including all statements regarding the expected timing of the closing of the GES transaction, the use of proceeds of the transaction, potential benefits of the transaction, expectations concerning Pursuit’s opportunities and performance as a standalone public company, and the expected Chief Executive Officer transition in connection with the closing of the GES transaction. Similarly, statements that describe our go-forward business strategy, objectives, plans, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:
- the pending sale of our GES business may not be completed in the timeframe or on the terms we anticipate (or at all);
- we may not realize the full strategic, financial, operational and other benefits that are expected to result from the pending sale of our GES business;
- general economic uncertainty in key global markets and a worsening of global economic conditions;
- travel industry disruptions;
- the impact of our overall level of indebtedness, as well as our financial covenants, on our operational and financial flexibility;
- seasonality of our businesses;
- unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;
- the importance of key members of our account teams to our business relationships;
- our ability to manage our business and continue our growth if we lose any of our key personnel;
- the competitive nature of the industries in which we operate;
- our dependence on large exhibition event clients;
- adverse effects of show rotation on our periodic results and operating margins;
- transportation disruptions and increases in transportation costs;
- natural disasters, weather conditions, accidents, and other catastrophic events;
- our exposure to labor cost increases and work stoppages related to unionized employees;
- our multi-employer pension plan funding obligations;
- our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;
- our exposure to cybersecurity attacks and threats;
- our exposure to currency exchange rate fluctuations;
- liabilities relating to prior and discontinued operations;
- sufficiency and cost of insurance coverage; and
- compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.
For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K and our most recent Current Report on Form 10-Q filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.
Forward-Looking Non-GAAP Measures
The company has not quantitatively reconciled its guidance for adjusted EBITDA to its respective most comparable GAAP financial measure because certain reconciling items that impact this metric, including provision for income taxes, interest expense, restructuring or impairment charges, transaction-related costs, and attraction start-up costs have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, reconciliations to the nearest GAAP financial measure are not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results as reported under GAAP.
Contact
Carrie Long or Michelle Porhola
Investor Relations
(602) 207-2681
ir@viad.com
VIAD CORP
TABLE ONE - QUARTERLY RESULTS (UNAUDITED)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | ||||||||||
| Revenue: | ||||||||||||||||||
| Pursuit | $ | 182,257 | $ | 186,940 | ) | (2.5%) | $ | 320,689 | $ | 308,077 | 4.1% | |||||||
| GES: | ||||||||||||||||||
| Spiro | 82,205 | 58,887 | 39.6% | 242,585 | 199,617 | 21.5% | ||||||||||||
| GES Exhibitions | 194,806 | 122,115 | 59.5% | 551,623 | 446,146 | 23.6% | ||||||||||||
| Inter-segment eliminations | (3,564 | ) | (2,043 | ) | ) | (74.4%) | (7,158 | ) | (6,839 | ) | ) | -4.7% | ||||||
| Total GES | 273,447 | 178,959 | 52.8% | 787,050 | 638,924 | 23.2% | ||||||||||||
| Total | $ | 455,704 | $ | 365,899 | 24.5% | $ | 1,107,739 | $ | 947,001 | 17.0% | ||||||||
| Segment operating income (loss): | ||||||||||||||||||
| Pursuit | $ | 75,903 | $ | 81,375 | ) | (6.7%) | $ | 64,710 | $ | 72,074 | ) | -10.2% | ||||||
| GES: | ||||||||||||||||||
| Spiro | 6,918 | 179 | ** | 28,436 | 11,632 | ** | ||||||||||||
| GES Exhibitions | 9,714 | (5,529 | ) | ** | 44,353 | 20,235 | ** | |||||||||||
| Total GES | 16,632 | (5,350 | ) | ** | 72,789 | 31,867 | ** | |||||||||||
| Total | $ | 92,535 | $ | 76,025 | 21.7% | $ | 137,499 | $ | 103,941 | 32.3% | ||||||||
| Corporate eliminations | 13 | 17 | ) | (23.5%) | 45 | 49 | ) | -8.2% | ||||||||||
| Corporate activities (Note A) | (7,757 | ) | (3,579 | ) | ) | ** | (17,612 | ) | (10,255 | ) | ) | -71.7% | ||||||
| Gain on sale of ON Services | - | - | ** | - | (204 | ) | -100.0% | |||||||||||
| Restructuring (charges) recoveries | (383 | ) | (480 | ) | 20.2% | 326 | (1,125 | ) | ** | |||||||||
| Impairment charges (Note B) | (6,110 | ) | - | ) | ** | (6,110 | ) | - | ) | ** | ||||||||
| Other expense, net | (407 | ) | (554 | ) | 26.5% | (1,287 | ) | (1,533 | ) | 16.0% | ||||||||
| Net interest expense | (11,428 | ) | (12,476 | ) | 8.4% | (35,858 | ) | (37,081 | ) | 3.3% | ||||||||
| Income from continuing operations before income taxes | 66,463 | 58,953 | 12.7% | 77,003 | 53,792 | 43.1% | ||||||||||||
| Income tax expense (Note C) | (10,509 | ) | (9,173 | ) | ) | (14.6%) | (17,247 | ) | (13,623 | ) | ) | -26.6% | ||||||
| Income from continuing operations | 55,954 | 49,780 | 12.4% | 59,756 | 40,169 | 48.8% | ||||||||||||
| Income (loss) from discontinued operations | (90 | ) | (654 | ) | 86.2% | 743 | (855 | ) | ** | |||||||||
| Net income | 55,864 | 49,126 | 13.7% | 60,499 | 39,314 | 53.9% | ||||||||||||
| Net income attributable to noncontrolling interest | (7,178 | ) | (7,716 | ) | 7.0% | (8,062 | ) | (8,221 | ) | 1.9% | ||||||||
| Net (income) loss attributable to redeemable noncontrolling interest | (71 | ) | (139 | ) | 48.9% | 372 | 270 | 37.8% | ||||||||||
| Net income attributable to Viad | $ | 48,615 | $ | 41,271 | 17.8% | $ | 52,809 | $ | 31,363 | 68.4% | ||||||||
| Amounts Attributable to Viad: | ||||||||||||||||||
| Income from continuing operations | $ | 48,705 | $ | 41,925 | 16.2% | $ | 52,066 | $ | 32,218 | 61.6% | ||||||||
| Income (loss) from discontinued operations | (90 | ) | (654 | ) | 86.2% | 743 | (855 | ) | ** | |||||||||
| Net income | $ | 48,615 | $ | 41,271 | 17.8% | $ | 52,809 | $ | 31,363 | 68.4% | ||||||||
| Income per common share attributable to Viad (Note D): | ||||||||||||||||||
| Basic income per common share | $ | 1.68 | $ | 1.43 | 17.5% | $ | 1.69 | $ | 0.93 | 81.7% | ||||||||
| Diluted income per common share | $ | 1.65 | $ | 1.41 | 17.0% | $ | 1.67 | $ | 0.92 | 81.5% | ||||||||
| Weighted-average common shares outstanding: | ||||||||||||||||||
| Basic weighted-average outstanding common shares | 21,166 | 20,885 | 1.3% | 21,107 | 20,825 | 1.4% | ||||||||||||
| Additional dilutive shares related to share-based compensation | 449 | 289 | 55.4% | 410 | 200 | ** | ||||||||||||
| Diluted weighted-average outstanding common shares | 21,615 | 21,174 | 2.1% | 21,517 | 21,025 | 2.3% | ||||||||||||
| Adjusted EBITDA* by Reportable Segment: | ||||||||||||||||||
| Pursuit | $ | 86,313 | $ | 91,788 | ) | (6.0%) | $ | 98,843 | $ | 100,955 | ) | -2.1% | ||||||
| GES: | ||||||||||||||||||
| Spiro | 7,567 | 775 | ** | 30,308 | 13,452 | ** | ||||||||||||
| GES Exhibitions | 12,632 | (2,779 | ) | ** | 53,220 | 28,133 | 89.2% | |||||||||||
| Total GES | 20,199 | (2,004 | ) | ** | 83,528 | 41,585 | ** | |||||||||||
| Corporate | (3,382 | ) | (3,530 | ) | 4.2% | (10,602 | ) | (10,037 | ) | ) | -5.6% | |||||||
| Consolidated Adjusted EBITDA | $ | 103,130 | $ | 86,254 | 19.6% | $ | 171,769 | $ | 132,503 | 29.6% | ||||||||
| Capitalization Data: | ||||||||||||||||||
| Cash and cash equivalents | $ | 64,552 | $ | 106,268 | ) | (39.3%) | ||||||||||||
| Total debt | 398,202 | 477,645 | ) | (16.6%) | ||||||||||||||
| Viad shareholders' equity | 96,765 | 51,750 | 87.0% | |||||||||||||||
| Non-controlling interests (redeemable and non-redeemable) | 97,300 | 94,500 | 3.0% | |||||||||||||||
| Convertible Series A Preferred Stock (Note E): | ||||||||||||||||||
| Convertible preferred stock (including accumulated dividends paid in kind)*** | 141,827 | 141,827 | 0.0% | |||||||||||||||
| Equivalent number of common shares | 6,674 | 6,674 | 0.0% |
All values are in US Dollars.
* Refer to Table Two for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
** Change is greater than +/- 100 percent
*** Amount shown excludes transaction costs, which are netted against the value of the preferred shares when presented on Viad's balance sheet.
VIAD CORP
TABLE ONE - NOTES TO QUARTERLY RESULTS (UNAUDITED)
(A) Corporate activities - The increase in corporate activities is primarily due to transaction-related costs including consulting, accounting, legal, and other costs incurred related to the pending sale of the GES business of approximately $4.3 million during the three months ended September 30, 2024 and $6.7 million during the nine months ended September 30, 2024.
(B) Impairment charges - On July 2, 2019, we executed a facility lease with the intent of building a new FlyOver attraction, FlyOver Canada Toronto. Effective August 6, 2024, this facility lease was terminated. During the three months ended September 30, 2024, we recorded an asset impairment charge of $5.5 million related to site-specific engineering plans developed for this attraction. Additionally, during July 2024, a wildfire entered Jasper National Park and Pursuit’s Wilderness Kitchen was lost to the wildfire. During the three months ended September 30, 2024, we recorded an impairment charge of $0.6 million against intangible assets (trademark and favorable lease) related to this loss.
(C) Income tax expense – The effective tax rate was 15.8% for the three months ended September 30, 2024, 15.6% for the three months ended September 30, 2023, 22.4% for the nine months ended September 30, 2024, and 25.3% for nine months ended September 30, 2023. The effective tax rates differed from the 21% federal rate as we do not recognize a tax benefit primarily on losses in the United States where we have a valuation allowance. During the three months ended September 30, 2024, we released a valuation allowance of $0.5 million recorded on deferred tax assets with certain separate states. During the nine months ended September 30, 2024, we also recorded a $1.1 million benefit for the release of the valuation allowance recorded on the United Kingdom’s tax loss carryforwards, offset by a $0.5 million expense during the first quarter of 2024 to record estimated withholding taxes associated with repatriating Sky Lagoon’s earnings and a valuation allowance against the tax credit generated from this withholding tax. The effective tax rate for the nine months ended September 30, 2023, was further impacted by the release of a valuation allowance of $2.1 million during the first quarter of 2023 on deferred tax assets associated with certain separate state filings, which more than offset taxes due in jurisdictions without a valuation allowance.
(D) Income per common share — We apply the two-class method in calculating income (loss) per common share as preferred stock and unvested share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income per share.
Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or as-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than participating securities. The as-converted method uses net income (loss) available to common shareholders and assumes conversion of all potential shares including participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock.
The components of basic and diluted income (loss) per share are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | ||||||||||
| Net income attributable to Viad | $ | 48,615 | $ | 41,271 | 17.8% | $ | 52,809 | $ | 31,363 | 68.4% | ||||||||
| Convertible preferred stock dividends | (1,950 | ) | (1,950 | ) | 0.0% | (5,850 | ) | (5,850 | ) | 0.0% | ||||||||
| Undistributed income attributable to Viad | 46,665 | 39,321 | 18.7% | 46,959 | 25,513 | 84.1% | ||||||||||||
| Less: Allocation to participating securities | (11,187 | ) | (9,522 | ) | ) | (17.5%) | (11,282 | ) | (6,194 | ) | ) | -82.1% | ||||||
| Net income allocated to Viad common shareholders (basic) | $ | 35,478 | $ | 29,799 | 19.1% | $ | 35,677 | $ | 19,319 | 84.7% | ||||||||
| Add: Allocation to participating securities | 177 | 98 | 80.6% | 165 | 44 | ** | ||||||||||||
| Net income allocated to Viad common shareholders (diluted) | $ | 35,655 | $ | 29,897 | 19.3% | $ | 35,842 | $ | 19,363 | 85.1% | ||||||||
| Basic weighted-average outstanding common shares | 21,166 | 20,885 | 1.3% | 21,107 | 20,825 | 1.4% | ||||||||||||
| Additional dilutive shares related to share-based compensation | 449 | 289 | 55.4% | 410 | 200 | ** | ||||||||||||
| Diluted weighted-average outstanding common shares | 21,615 | 21,174 | 2.1% | 21,517 | 21,025 | 2.3% |
All values are in US Dollars.
** Change is greater than +/- 100 percent
(E) Convertible Series A Preferred Stock — On August 5, 2020, we entered into an Investment Agreement with funds managed by private equity firm Crestview Partners, relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $135 million or $1,000 per share. The Convertible Series A Preferred Stock carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option and is convertible into shares of our common stock at a conversion price of $21.25 per share.
VIAD CORP
TABLE TWO - NON-GAAP FINANCIAL MEASURES (UNAUDITED)
IMPORTANT DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES
This document includes the presentation of "Adjusted Net Income (Loss)", "Adjusted EBITDA", "Segment Operating Income (Loss)", and "Adjusted Segment Operating Income (Loss)", which are supplemental to results presented under accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures are utilized by management to facilitate period-to-period comparisons and analysis of Viad’s operating performance and should be considered in addition to, but not as substitutes for, other similar measures reported in accordance with GAAP. The use of these non-GAAP financial measures is limited, compared to the GAAP measure of net income attributable to Viad, because they do not consider a variety of items affecting Viad’s consolidated financial performance as reconciled below. Because these non-GAAP measures do not consider all items affecting Viad’s consolidated financial performance, a user of Viad’s financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company’s performance.
Adjusted Net Income (Loss), Segment Operating Income (Loss), and Adjusted Segment Operating Income (Loss) are considered useful operating metrics, in addition to net income attributable to Viad, as potential variations arising from non-operational expenses/income are eliminated, thus resulting in additional measures considered to be indicative of Viad’s performance. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business. Management also believes that the presentation of Adjusted EBITDA for acquisitions and other major capital projects enables investors to assess how effectively management is investing capital into major corporate development projects, both from a valuation and return perspective.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | ||||||||||
| Adjusted net income: | ||||||||||||||||||
| Net income attributable to Viad | $ | 48,615 | $ | 41,271 | 17.8% | $ | 52,809 | $ | 31,363 | 68.4% | ||||||||
| (Income) loss from discontinued operations attributable to Viad | 90 | 654 | ) | (86.2%) | (743 | ) | 855 | ) | ** | |||||||||
| Income from continuing operations attributable to Viad | 48,705 | 41,925 | 16.2% | 52,066 | 32,218 | 61.6% | ||||||||||||
| Gain on sale of ON Services | - | - | ** | - | 204 | ) | -100.0% | |||||||||||
| Restructuring charges (recoveries), pre-tax | 383 | 480 | ) | (20.2%) | (326 | ) | 1,125 | ) | ** | |||||||||
| Impairment charges, pre-tax | 6,110 | - | ** | 6,110 | - | ** | ||||||||||||
| Transaction-related costs and other non-recurring expenses, pre-tax (Note A) | 4,608 | 924 | ** | 9,167 | 2,235 | ** | ||||||||||||
| Remeasurement of finance lease obligation attributable to Viad, pre-tax (Note B) | (568 | ) | 224 | ) | ** | (148 | ) | (599 | ) | 75.3% | ||||||||
| Tax expense (benefit) on above items | 104 | (216 | ) | ** | (66 | ) | 93 | ) | ** | |||||||||
| Favorable tax matters | (532 | ) | - | ) | ** | (532 | ) | (2,103 | ) | 74.7% | ||||||||
| Adjusted net income | $ | 58,810 | $ | 43,337 | 35.7% | $ | 66,271 | $ | 33,173 | 99.8% | ||||||||
| Adjusted diluted EPS: | ||||||||||||||||||
| Adjusted net income (as reconciled above) | $ | 58,810 | $ | 43,337 | 35.7% | $ | 66,271 | $ | 33,173 | 99.8% | ||||||||
| Convertible preferred stock dividends | (1,950 | ) | (1,950 | ) | 0.0% | (5,850 | ) | (5,850 | ) | 0.0% | ||||||||
| Undistributed adjusted net income attributable to Viad (Note C) | 56,860 | 41,387 | 37.4% | 60,421 | 27,323 | ** | ||||||||||||
| Less: Allocation to participating securities (Note D) | (13,415 | ) | (9,919 | ) | ) | (35.2%) | (14,304 | ) | (6,586 | ) | ) | ** | ||||||
| Diluted adjusted net income allocated to Viad common shareholders | $ | 43,445 | $ | 31,468 | 38.1% | $ | 46,117 | $ | 20,737 | ** | ||||||||
| Diluted weighted-average outstanding common shares | 21,615 | 21,174 | 2.1% | 21,517 | 21,025 | 2.3% | ||||||||||||
| Adjusted diluted EPS | $ | 2.01 | $ | 1.49 | 34.9% | $ | 2.14 | $ | 0.99 | ** |
All values are in US Dollars.
** Change is greater than +/- 100 percent
(A) Transaction-related costs and other non-recurring expenses include:
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||
| Acquisition integration costs - Pursuit1 | $ | 2 | $ | - | $ | 2 | $ | 30 |
| Transaction-related costs - Pursuit1 | 78 | 110 | 130 | 184 | ||||
| Transaction-related costs - Corporate2 | 4,304 | 14 | 6,713 | 17 | ||||
| Attraction start-up costs1, 3 | 207 | 800 | 2,167 | 1,909 | ||||
| Other non-recurring expenses2, 4 | 17 | - | 155 | 95 | ||||
| Transaction-related and other non-recurring expenses, pre-tax | $ | 4,608 | $ | 924 | $ | 9,167 | $ | 2,235 |
1 Included in segment operating loss
2 Included in corporate activities
3 Includes costs primarily related to the development of Pursuit's new FlyOver attraction in Chicago and trailing costs related to the FlyOver Toronto lease exit.
4 Includes non-capitalizable fees and expenses related to Viad’s shelf registration in 2024 and Viad’s credit facility refinancing efforts in 2023.
(B) Remeasurement of finance lease obligation attributable to Viad represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation that is attributed to Viad’s 51% interest in Sky Lagoon.
(C) We exclude the adjustment to the redemption value of redeemable noncontrolling interest from the calculation of adjusted net income (loss) per share as it is a non-cash adjustment that does not affect net income or loss attributable to Viad.
(D) Preferred stock and unvested share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating adjusted net income (loss) per common share unless the effect of such inclusion is anti-dilutive. The following table provides the share data used for calculating the allocation to participating securities if applicable:
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||
| Weighted-average outstanding common shares | 21,615 | 21,174 | 21,517 | 21,025 | ||||
| Effect of participating convertible preferred shares (if applicable) | 6,674 | 6,674 | 6,674 | 6,674 | ||||
| Effect of participating non-vested shares (if applicable) | - | - | - | 3 | ||||
| Weighted-average shares including effect of participating interests (if applicable) | 28,289 | 27,848 | 28,191 | 27,702 |
VIAD CORP
TABLE TWO - NON-GAAP FINANCIAL MEASURES CONTINUED (UNAUDITED)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | Change | % Change | 2024 | 2023 | Change | % Change | ||||||||||
| Viad Consolidated: | ||||||||||||||||||
| Revenue | $ | 455,704 | $ | 365,899 | 24.5% | $ | 1,107,739 | $ | 947,001 | 17.0% | ||||||||
| Net income attributable to Viad | $ | 48,615 | $ | 41,271 | 17.8% | $ | 52,809 | $ | 31,363 | 68.4% | ||||||||
| Net income attributable to noncontrolling interest | 7,178 | 7,716 | ) | (7.0%) | 8,062 | 8,221 | ) | -1.9% | ||||||||||
| Net income (loss) attributable to redeemable noncontrolling interest | 71 | 139 | ) | (48.9%) | (372 | ) | (270 | ) | ) | -37.8% | ||||||||
| (Income) loss from discontinued operations | 90 | 654 | ) | (86.2%) | (743 | ) | 855 | ) | ** | |||||||||
| Net interest expense | 11,428 | 12,476 | ) | (8.4%) | 35,858 | 37,081 | ) | -3.3% | ||||||||||
| Income tax expense | 10,509 | 9,173 | 14.6% | 17,247 | 13,623 | 26.6% | ||||||||||||
| Depreciation and amortization | 14,844 | 12,428 | 19.4% | 42,961 | 37,707 | 13.9% | ||||||||||||
| Gain on sale of ON Services | - | - | ** | - | 204 | ) | -100.0% | |||||||||||
| Restructuring charges (recoveries) | 383 | 480 | ) | (20.2%) | (326 | ) | 1,125 | ) | ** | |||||||||
| Impairment charges | 6,110 | - | ** | 6,110 | - | ** | ||||||||||||
| Other expense, net | 407 | 554 | ) | (26.5%) | 1,287 | 1,533 | ) | -16.0% | ||||||||||
| Start-up costs (A) | 207 | 800 | ) | (74.1%) | 2,167 | 1,909 | 13.5% | |||||||||||
| Transaction-related costs | 4,382 | 124 | ** | 6,843 | 201 | ** | ||||||||||||
| Integration costs | 2 | - | ** | 2 | 30 | ) | -93.3% | |||||||||||
| Other non-recurring expenses (B) | 17 | - | ** | 155 | 95 | 63.2% | ||||||||||||
| Remeasurement of finance lease obligation (C) | (1,113 | ) | 439 | ) | ** | (291 | ) | (1,174 | ) | 75.2% | ||||||||
| Consolidated Adjusted EBITDA | $ | 103,130 | $ | 86,254 | 19.6% | $ | 171,769 | $ | 132,503 | 29.6% | ||||||||
| Adjusted EBITDA attributable to noncontrolling interest | (9,518 | ) | (11,347 | ) | 16.1% | (14,561 | ) | (14,773 | ) | 1.4% | ||||||||
| Consolidated Adjusted EBITDA attributable to Viad | $ | 93,612 | $ | 74,907 | 25.0% | $ | 157,208 | $ | 117,730 | 33.5% | ||||||||
| Consolidated Adjusted EBITDA by Business: | ||||||||||||||||||
| Pursuit | $ | 86,313 | $ | 91,788 | ) | (6.0%) | $ | 98,843 | $ | 100,955 | ) | -2.1% | ||||||
| Total GES | 20,199 | (2,004 | ) | ** | 83,528 | 41,585 | ** | |||||||||||
| Total | 106,512 | 89,784 | 18.6% | 182,371 | 142,540 | 27.9% | ||||||||||||
| Corporate EBITDA (D) | (3,382 | ) | (3,530 | ) | 4.2% | (10,602 | ) | (10,037 | ) | ) | -5.6% | |||||||
| Consolidated Adjusted EBITDA | $ | 103,130 | $ | 86,254 | 19.6% | $ | 171,769 | $ | 132,503 | 29.6% | ||||||||
| Pursuit Adjusted EBITDA: | ||||||||||||||||||
| Revenue | $ | 182,257 | $ | 186,940 | ) | (2.5%) | $ | 320,689 | $ | 308,077 | 4.1% | |||||||
| Cost of services and products | (106,354 | ) | (105,565 | ) | ) | (0.7%) | (255,979 | ) | (236,003 | ) | ) | -8.5% | ||||||
| Segment operating income | 75,903 | 81,375 | ) | (6.7%) | 64,710 | 72,074 | ) | -10.2% | ||||||||||
| Depreciation | 10,067 | 7,708 | 30.6% | 28,632 | 24,121 | 18.7% | ||||||||||||
| Amortization | 1,169 | 1,356 | ) | (13.8%) | 3,493 | 3,811 | ) | -8.3% | ||||||||||
| Start-up costs (A) | 207 | 800 | ) | (74.1%) | 2,167 | 1,909 | 13.5% | |||||||||||
| Transaction-related costs | 78 | 110 | ) | (29.1%) | 130 | 184 | ) | -29.3% | ||||||||||
| Integration costs | 2 | - | ** | 2 | 30 | ) | -93.3% | |||||||||||
| Remeasurement of finance lease obligation (C) | (1,113 | ) | 439 | ) | ** | (291 | ) | (1,174 | ) | 75.2% | ||||||||
| Adjusted EBITDA | $ | 86,313 | $ | 91,788 | ) | (6.0%) | $ | 98,843 | $ | 100,955 | ) | -2.1% | ||||||
| Adjusted EBITDA attributable to noncontrolling interest | (9,518 | ) | (11,347 | ) | 16.1% | (14,561 | ) | (14,773 | ) | 1.4% | ||||||||
| Adjusted EBITDA attributable to Viad | $ | 76,795 | $ | 80,441 | ) | (4.5%) | $ | 84,282 | $ | 86,182 | ) | -2.2% | ||||||
| Pursuit Operating margin | 41.6% | 43.5% | (1.9%) | 20.2% | 23.4% | -3.2% | ||||||||||||
| Pursuit Adjusted EBITDA margin | 47.4% | 49.1% | (1.7%) | 30.8% | 32.8% | -1.9% | ||||||||||||
| Total GES Adjusted EBITDA: | ||||||||||||||||||
| Revenue | $ | 273,447 | $ | 178,959 | 52.8% | $ | 787,050 | $ | 638,924 | 23.2% | ||||||||
| Cost of services and products | (256,815 | ) | (184,309 | ) | ) | (39.3%) | (714,261 | ) | (607,057 | ) | ) | -17.7% | ||||||
| Segment operating income (loss) | 16,632 | (5,350 | ) | ** | 72,789 | 31,867 | ** | |||||||||||
| Depreciation | 2,747 | 2,357 | 16.5% | 8,181 | 6,775 | 20.8% | ||||||||||||
| Amortization | 820 | 989 | ) | (17.1%) | 2,558 | 2,943 | ) | -13.1% | ||||||||||
| Total GES Adjusted EBITDA | $ | 20,199 | $ | (2,004 | ) | ** | $ | 83,528 | $ | 41,585 | ** | |||||||
| Total GES Operating margin | 6.1% | (3.0%) | 9.1% | 9.2% | 5.0% | 4.3% | ||||||||||||
| Total GES Adjusted EBITDA margin | 7.4% | (1.1%) | 8.5% | 10.6% | 6.5% | 4.1% | ||||||||||||
| GES Adjusted EBITDA by Reportable Segment: | ||||||||||||||||||
| Spiro | $ | 7,567 | $ | 775 | ** | $ | 30,308 | $ | 13,452 | ** | ||||||||
| GES Exhibitions | 12,632 | (2,779 | ) | ** | 53,220 | 28,133 | 89.2% | |||||||||||
| Total GES | $ | 20,199 | $ | (2,004 | ) | ** | $ | 83,528 | $ | 41,585 | ** | |||||||
| Spiro Revenue | $ | 82,205 | $ | 58,887 | 39.6% | $ | 242,585 | $ | 199,617 | 21.5% | ||||||||
| Spiro Adjusted EBITDA Margin | 9.2% | 1.3% | 7.9% | 12.5% | 6.7% | 5.8% | ||||||||||||
| GES Exhibitions Revenue | $ | 194,806 | $ | 122,115 | 59.5% | $ | 551,623 | $ | 446,146 | 23.6% | ||||||||
| GES Exhibitions Adjusted EBITDA Margin | 6.5% | (2.3%) | 8.8% | 9.6% | 6.3% | 3.3% |
All values are in US Dollars.
** Change is greater than +/- 100 percent
(A) Includes costs primarily related to the development of Pursuit's new FlyOver attraction in Chicago and trailing costs related to the FlyOver Toronto lease exit.
(B) Includes non-capitalizable fees and expenses related to Viad’s shelf registration in 2024 and Viad’s credit facility refinancing efforts in 2023.
(C) Remeasurement of finance lease obligation represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation.
(D) Corporate Adjusted EBITDA is calculated as Corporate activities expense before depreciation, transaction-related costs and other non-recurring costs included within Corporate activities expense.
THIRD quarter 2024 EARNINGS CALL NOVEMBER 7, 2024 Exhibit 99.2
Forward-looking statements This presentation contains a number of forward-looking statements. Words, and variations of words, such as “will,” “can,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Such forward-looking statements include those that address activities, events or developments that Viad or its management believes or anticipates may occur in the future, including all statements regarding the expected timing of the closing of the GES transaction, the use of proceeds of the transaction, potential benefits of the transaction, expectations concerning Pursuit’s opportunities and performance as a standalone public company, and the expected Chief Executive Officer transition in connection with the closing of the GES transaction. Similarly, statements that describe our go-forward business strategy, objectives, plans, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following: the pending sale of our GES business may not be completed in the timeframe or on the terms we anticipate (or at all); we may not realize the full strategic, financial, operational and other benefits that are expected to result from the pending sale of our GES business; general economic uncertainty in key global markets and a worsening of global economic conditions; travel industry disruptions; the impact of our overall level of indebtedness, as well as our financial covenants, on our operational and financial flexibility; seasonality of our businesses; unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects; the importance of key members of our account teams to our business relationships; our ability to manage our business and continue our growth if we lose any of our key personnel; the competitive nature of the industries in which we operate; our dependence on large exhibition event clients; adverse effects of show rotation on our periodic results and operating margins; transportation disruptions and increases in transportation costs; natural disasters, weather conditions, accidents, and other catastrophic events; our exposure to labor cost increases and work stoppages related to unionized employees; our multi-employer pension plan funding obligations; our ability to successfully integrate and achieve established financial and strategic goals from acquisitions; our exposure to cybersecurity attacks and threats; our exposure to currency exchange rate fluctuations; liabilities relating to prior and discontinued operations; sufficiency and cost of insurance coverage; and compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data. For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this presentation except as required by applicable law or regulation.
NON-GAAP FINANCIAL MEASURES This document includes the presentation of “Adjusted EBITDA”, which is supplemental to results presented under accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies. This non-GAAP measure should be considered in addition to, but not as a substitute for, other similar measures reported in accordance with GAAP. The use of this non-GAAP financial measure is limited, compared to the GAAP measure of net income attributable to Viad, because it does not consider a variety of items affecting Viad’s consolidated financial performance as explained below. Because this non-GAAP measure does not consider all items affecting Viad’s consolidated financial performance, a user of Viad’s financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company’s performance. Adjusted EBITDA is defined by management as net income attributable to Viad before income (loss) from discontinued operations, interest expense and interest income, income taxes, depreciation and amortization, transaction-related costs, attraction start-up costs, restructuring charges, impairment losses, the reduction/increase for income/loss attributable to non-redeemable and redeemable non-controlling interests, and gains or losses from sales of businesses. Adjusted EBITDA is considered a useful operating metric, in addition to net income attributable to Viad, as potential variations arising from non-recurring integration costs, non-cash amortization and depreciation, and non-operational expenses/income are eliminated, thus resulting in an additional measure considered to be indicative of Viad’s consolidated and segment performance. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business. Adjusted EBITDA margin is defined by management as Adjusted EBITDA divided by revenue. Please see the slide titled "Non-GAAP Financial Reconciliation" for reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Forward-Looking Non-GAAP Measures The company has not quantitatively reconciled its guidance for adjusted EBITDA to its respective most comparable GAAP measure because certain reconciling items that impact this metric including, provision for income taxes, interest expense, restructuring or impairment charges, transaction-related costs, and attraction start-up costs have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, reconciliations to the nearest GAAP financial measure are not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results as reported under GAAP.
Q3’24 Earnings Call HIGHLIGHTS Strong third quarter performance at both Pursuit and GES 1 Pursuit completes tuck-in acquisition in Glacier National Park for $15.9 million 2 Sale of GES for $535 million is on track to close on December 31, 2024 3
FINANCIAL PERFORMANCE & OUTLOOK
6 STRONG Q3’24 RESULTS Revenue grew 25% versus Q3’23, primarily reflecting growth at GES from major non-annual shows Adjusted EBITDA* grew $16.9 million primarily driven by higher revenue and margin expansion at GES Net Income Attributable to Viad increased primarily due to stronger performance at GES, partially offset by asset impairment charges and GES transaction-related expenses Adjusted Net Income* increased primarily due to improved results at GES * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. $ MILLIONS, except per share data Q3’24 CHANGE VS. Q3’23 Revenue $455.7 $89.8 Pursuit Revenue 182.3 (4.7) GES Revenue 273.4 94.5 Net Income Attributable to Viad $48.6 $7.3 Adjusted Net Income* 58.8 15.5 Diluted EPS Attributable to Viad $1.65 $0.24 Adjusted Diluted EPS* 2.01 0.52 Consolidated Adjusted EBITDA* $103.1 $16.9 Pursuit Adjusted EBITDA* 86.3 (5.5) GES Adjusted EBITDA* 20.2 22.2 Corporate Adjusted EBITDA* (3.4) 0.1
7 PURSUIT Q3’24 YEAR-OVER-YEAR RESULTS * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. ** Same-Store metrics include only attractions and lodging properties that Pursuit operated at full capacity, considering seasonal closures, for the entirety of the 2024 and 2023 periods presented. Attractions and lodging properties located in Jasper National Park that were temporarily closed during Q3’24 due the Jasper wildfire are excluded. For experiences located outside the United States, financial metric comparisons to the prior year are expressed on a constant U.S. dollar basis. Note: Amounts may not add as presented due to rounding Excluding our Jasper properties, revenue increased 13% year-over-year Same-store attractions ticket revenue grew 16% primarily driven by higher effective ticket prices Same-store room revenue grew 9% with growth in ADR and strong occupancy Total Revenue decreased 2.5% year-over-year primarily due to the temporary closures and disruption caused by the Jasper wildfire Adjusted EBITDA decreased $5.5 million primarily due to lower revenue, combined with a year-over-year increase in certain general and operating costs PURSUIT ($ MILLIONS) Q3’24 CHANGE VS. Q3’23 Revenue: Excluding Jasper: Ticket Revenue $61.7 $10.4 Room Revenue 33.3 2.5 Food & Beverage 22.5 1.5 Retail Operations 21.7 1.1 Transportation and Other 9.5 1.8 Total Excluding Jasper $148.7 $17.2 Jasper Lodges & Attractions 33.6 (21.9) Total Revenue $182.3 $(4.7) Adjusted EBITDA* $86.3 $(5.5) Adjusted EBITDA Margin 47.4% (1.7)% Metrics: Attraction Visitors (000’s) 1,624.4 -3% Same-Store Attraction ETP** $51 14% Same-Store Hospitality RevPAR** $265 9%
8 GES Q3’24 YEAR-OVER-YEAR RESULTS Revenue increased 53% year-over-year Spiro revenue increased 40% primarily due to strong client spending on major non-annual shows, which contributed ~$34 million of incremental revenue GES Exhibitions revenue increased 60% primarily due to ~$71 million of incremental revenue from non-annual events, which outperformed our prior expectations Adjusted EBITDA* increased $22.2 million driven by higher revenue and disciplined cost management that drove significant margin expansion GES ($ MILLIONS) Q3’24 CHANGE VS. Q3’23 Revenue: Spiro $82.2 $23.3 GES Exhibitions 194.8 72.7 Inter-Segment Elims (3.6) (1.5) Total Revenue $273.4 $94.5 Adjusted EBITDA*: Spiro $7.6 $6.8 GES Exhibitions 12.6 15.4 Total Adjusted EBITDA* $20.2 $22.2 Adjusted EBITDA Margin: Spiro 9.2% 7.9% GES Exhibitions 6.5% 8.8% Total Adjusted EBITDA Margin 7.4% 8.5% Metrics: Major Non-Annual Show Revenue $104.4 $104.4 U.S. Exhibition Same-Show Revenue $37.2 (3.2)% * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. Note: Amounts may not add as presented due to rounding
9 Cash Flow and Balance Sheet highlights *Capacity available on revolving credit facility is equal to $170M facility size less outstanding balance and letters of credit. Q3 Cash Flow Items $110M cash from operations $15M capex $94M net debt payments
FINANCIAL OUTLOOK – Q4’24 & FY’24 $ MILLIONS Q4’24 GUIDANCE FY’24 GUIDANCE Pursuit: Revenue Adjusted EBITDA $40 to $45 $(12) to $(7) Up low-single digits $87 to $92 GES: Revenue Adjusted EBITDA $200 to $215 $6 to $11 Up low-double digits $90 to $95 Consolidated: Revenue Adjusted EBITDA* Cash from Operations Capital Expenditures Effective Tax Rate $240 to $260 $(9) to $0 $(43) to $(33) $12 to $17 (includes ~$3 for growth) 1% to 2% Up high-single to low-double digits $163 to $172 $90 to $100 $65 to $70 (includes ~$20 for growth) 35% to 36% *Viad Consolidated Adjusted EBITDA represents segments less corporate.
PURSUIT’s REVENUE GROWTH REVENUE ($M) +4% Q3’23 YTD 4% YTD revenue growth despite Jasper wildfire impact 14% growth excluding Jasper properties for Q3’24 Jasper revenue decreased ~$22 million in Q3’24 due to fire disruption Key Drivers: Increased visitation with strong demand for iconic locations and unforgettable, inspiring experiences Improvements to guest experience Growth in effective ticket prices and ADR FlyOver Chicago opened March 1 Q3’24 YTD FY’23 FY’24 Est. ~361 - 366
PURSUIT’s Q3 YTD attraction PERFORMANCE TICKET REVENUE ($M) +12% 2023F 2024P 12% YTD ticket revenue growth with meaningful improvement in effective ticket prices and additional visitors Up 21% when removing Jasper attractions for Q3 Continued demand for our one-of-a-kind experiences and effective dynamic pricing strategy Sky Lagoon expansion (completed August 22nd) added capacity for coveted higher tier experience Stand-out performance from the Banff Gondola VISITORS (K) SAME-STORE ETP +5% +13% Note: Same-Store metrics include only attractions properties that Pursuit operated at full capacity, considering seasonal closures, for the entirety of the 2024 and 2023 periods presented. Attractions that were temporarily closed during Q3’24 due the Jasper wildfire are excluded for the third quarter of both periods presented. For experiences located outside the United States, financial metric comparisons to the prior year are expressed on a constant U.S. dollar basis. Banff Gondola Banff NP, Canada Jasper Q3 -33% All Other +21%
PURSUIT’s Q3 YTD HOSPITALITY PERFORMANCE ROOM REVENUE ($M) 2023F 2024P 8% YTD same-store RevPAR growth with strong increase in ADR All geographies outside of Jasper delivered growth in room revenue Perennial demand for our renowned experiential travel destinations and compression in the market SAME-STORE ADR SAME-STORE OCCUPANCY SAME-STORE REVPAR Note: Same-Store metrics include only lodging properties that Pursuit operated at full capacity, considering seasonal closures, for the entirety of the 2024 and 2023 periods presented. Lodging properties that were temporarily closed due the Jasper wildfire are excluded. For experiences located outside the United States, financial metric comparisons to the prior year are expressed on a constant U.S. dollar basis. Prince of Wales Hotel Waterton Lakes NP, Canada +8% +8% Jasper Q3 -26% All Other +8%
PURSUIT’s Adjusted EbitdA ADJUSTED EBITDA* ($M) Solid Adjusted EBITDA performance despite Jasper wildfire impact Expect strong growth in 2025 Adjusted EBITDA in excess of $100M including estimated run-rate stand-alone public company costs of $12M to $13M Key Drivers: Higher attraction visitation with strong throughput Revenue management to optimize price/volume Prudent labor and expense management Q3’23 YTD Q3’24 YTD FY’23 FY’24 Est. * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. ~87-92 FY’25 Est.
PURSUIT has a ROBUST pipeline of ACTIONABLE investment opportunities to accelerate growth INVESTMENT CRITERIA 15%+ IRR hurdle rate Iconic, unforgettable, and inspiring Perennial demand High barriers to entry Attractive EBITDA margins High-quality guest experience Countries with strong ease of doing business BUY ICONIC EXPERIENCES IN NEW GEOGRAPHIES Targeting new iconic locations to build a unique collection of experiences Balance out seasonality and geographic concentration Scale and enhance initial investment through Refresh, Build, Buy within each location BUY ICONIC EXPERIENCES IN EXISTING GEOGRAPHIES Bolt-on acquisitions leverage economies of scale and scope in existing geographies Team maintains a pulse on future “off market” opportunities Foster our reputation as an employer and acquirer of choice in our markets REFRESH & BUILD IN EXISTING GEOGRAPHIES RECENT REFRESH SKY LAGOON EXPANSION Opened Q3 2024 Organic growth opportunities at our high-performing existing experiences We enhance and accelerate the improvement of guest experiences across our collections, which drives growth ~20 identified opportunities representing cumulative total investment of $200M+ organic and inorganic investment opportunities RECENT REFRESH ICE ODYSSEY Opened Q2 2024
GES’ REVENUE GROWTH & MARGIN EXPANSION Q3’23 YTD Q3’24 YTD FY’23 FY’24 Est. REVENUE ($M) +23% Up low-double digits ADJUSTED EBITDA MARGIN (%) ADJUSTED EBITDA* (M) Q3’23 YTD Q3’24 YTD +~130 bps FY’23 FY’24 Est. +410 bps $42 $84 $68 $90-$95 * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
Sale of GES Business to TrueLink for $535M Expected to Close on December 31, 2024 Both businesses to gain execution flexibility and better allocate growth capital Pursuit becomes a standalone, pure-play attractions and hospitality company with new capital and balance sheet capacity to accelerate REFRESH, BUILD, BUY growth strategy Eliminates Viad’s higher cost debt and establishes balance sheet optimized for enhanced growth, with low leverage, an excess cash position and new undrawn revolver for opportunistic M&A Follows Board’s thorough evaluation of paths to maximize shareholder value and robust transaction process All cash offer of $535M, subject to transaction-related adjustments for cash, debt and debt-like items, and working capital, inclusive of $25M deferred for one year Net proceeds will be used to fully retire Viad’s existing Term Loan B and revolver, and to fund near-term growth initiatives for Pursuit Transaction benefits TRANSACTION DETAILS VIAD TO CHANGE CORPORATE NAME AND RELAUNCH AS PURSUIT (NYSE: PRSU) FOLLOWING CLOSE
APPENDIX
21 GES SALE – ESTIMATED proforma net cash proceeds AS OF 12/31/24 PROFORMA NET CASH PROCEEDS $ MILLIONS EST. Purchase Price* $535 Less: Debt / Debt-Like Items** (75) – (80) Net Cash Proceeds from Truelink 455 – 460 Less: Deferred Cash Payment for One Year* (25) Net Cash at Closing from Truelink 430 – 435 Less: Taxes & Transaction Costs (30) – (35) Net Cash Proceeds from Deal 395 – 405 Less: Repay Term Loan B (317) Remaining Cash (Revolver / Cash) $78 – $88 Deferred Cash Payment after One Year* $25 INTENDED USE OF PROCEEDS We will retire Viad’s 2021 Credit Facility, which comprises a Term Loan B and a Revolving Credit Facility Repayment of Term Loan B (bearing interest at SOFR + 425 basis points) will yield annual interest savings of ~$30 million We will accelerate Pursuit’s growth through our proven Refresh, Build, Buy growth strategy *The $535 million purchase price is subject to adjustments for cash, debt and debt-like items, and normalized working capital and will be paid in cash. Of the total cash consideration, $25 million will be deferred for one year following the transaction closing date and is contingent only on the passage of time. **About $3.5M is finance leases. The remainder is debt-like items, including advance deposits from customers, self-insurance claims reserves, pension liabilities and accrued 2024 annual bonuses. These liabilities will go with GES post-transaction, to the extent they relate to GES (not Pursuit/Viad).
FORWARD-LOOKING NON-GAAP FINANCIAL MEASURES We have also provided forward−looking guidance for Adjusted EBITDA, a non−GAAP financial measure. We do not provide a reconciliation of the forward−looking guidance of Adjusted EBITDA, a non−GAAP financial measure, to the most directly comparable GAAP financial measure because, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible, not all of the information necessary for quantitative reconciliations is available to us without unreasonable efforts. Consequently, any attempt to disclose such reconciliations would imply a degree of precision that could be confusing or misleading to investors. It is possible that the forward−looking non−GAAP financial measure may be materially different from the corresponding forward-looking GAAP financial measure. NON-GAAP FINANCIAL RECONCILIATION Includes costs primarily related to the development of Pursuit's new FlyOver attraction in Chicago. Includes non-capitalizable fees and expenses related to Viad’s shelf registration in 2024 and Viad’s credit facility refinancing efforts in 2023. Remeasurement of finance lease obligation represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation. Corporate Adjusted EBITDA is calculated as Corporate activities expense before depreciation, transaction-related costs and other non-recurring costs included within Corporate activities expense.
NON-GAAP FINANCIAL RECONCILIATION Remeasurement of finance lease obligation attributable to Viad represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation that is attributed to Viad’s 51% interest in Sky Lagoon.
24 Pursuit key performance metrics * Same-Store metrics include only attractions and lodging properties that Pursuit operated at full capacity, considering seasonal closures, for the entirety of the 2024 and 2023 periods presented. Attractions and lodging properties that were temporarily closed due the Jasper wildfire are excluded. For experiences located outside the United States, financial metric comparisons to the prior year are expressed on a constant U.S. dollar basis.
25 Pursuit disaggregation of revenue