PRSU 8-K
Pursuit Attractions & Hospitality, Inc. (PRSU)
8-K
2023-02-09
For: 2023-02-09
View Original
Added on
April 12, 2026
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): February 9, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 February 9, 2023, we issued a press release announcing our earnings for the fourth quarter and full year
ended December 31, 2022. 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 February 9, 2023, we posted an investor 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 investor presentation is furnished as Exhibit 99.2 to this current report.
This investor 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
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Viad Corp
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(Registrant)
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February 9, 2023
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By:
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/s/ Leslie S. Striedel
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Leslie S. Striedel
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Chief Accounting Officer
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Exhibit 99.1
Viad Corp Reports Results for the 2022 Fourth Quarter and Full Year
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•
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Pursuit delivered record revenue and GES outperformed expectations in 2022
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•
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Delivered strong 2022 results through strategic focus on scaling Pursuit and improving GES’ profitability
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•
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Growth expected to continue in 2023 with fewer COVID restrictions on international travel and acceleration of new Pursuit experiences
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SCOTTSDALE, February 9,
2023 -- Viad Corp (NYSE: VVI), a leading provider of experiential leisure travel and live events and
marketing experiences, today reported results for the three months and year ended December 31, 2022.
Financial Highlights
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Three months ended December 31,
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Year ended December 31,
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|||||||||||||||||||||||
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(in millions)
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2022
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2021
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Change
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2022
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2021
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Change
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||||||||||||||||||
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Revenue
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$
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248.0
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$
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183.6
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$
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64.5
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$
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1,127.3
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$
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507.3
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$
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620.0
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Net Income (Loss) Attributable to Viad**
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(5.7
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)
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(22.5
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)
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16.8
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23.2
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(92.7
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)
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115.9
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Net Income (Loss) Before Other Items*
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(25.5
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)
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(22.5
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(3.0
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)
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12.3
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(81.6
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)
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93.9
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Consolidated Adjusted EBITDA*
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(2.0
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)
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(3.8
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)
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1.8
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116.1
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1.3
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114.8
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•
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Revenue increased by $64.5 million for the quarter and $620.0 million for the full year driven by the continued recovery of live event activity and leisure travel.
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•
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Net loss attributable to Viad for the fourth quarter improved by $16.8 million primarily as a result of a gain on the sale of a non-core business. Full year net income attributable to Viad increased
by $115.9 million primarily due to higher revenue.
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•
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Consolidated adjusted EBITDA* improved by $1.8 million for the quarter and $114.8 million for the full year, in-line with our prior guidance.
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* 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.
**Net Income (Loss) Attributable to Viad for the
twelve months ended December 31, 2022 reflects the correction of an error identified during our year-end close and review procedures related to the remeasurement of a finance lease obligation as of September 30, 2022. Additional details
regarding this error can be found in a Form 8-K filed by the Company on February 9, 2023.
Steve Moster, Viad’s president and chief executive officer, commented, “We experienced
very strong recovery across our businesses this year. Revenue more than doubled year-over-year and consolidated adjusted EBITDA reached $116.1 million. GES significantly outperformed our expectations as live event activity returned faster
than we anticipated. Pursuit posted record revenue and added two new iconic experiences to its collection.”
-more-
-page 2-
Moster continued, “Our actions to scale Pursuit, transform GES Exhibitions’ cost
structure, and strengthen Spiro’s capabilities are positioning us for strong future earnings potential. I am proud of our performance in 2022 and excited about the road ahead.”
Pursuit Results
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Three months ended December 31,
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Year ended December 31,
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|||||||||||||||||||||||
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(in millions)
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2022
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2021
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Change
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2022
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2021
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Change
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Revenue
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Same Store
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$
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24.2
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$
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18.3
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$
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5.9
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$
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256.1
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$
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171.4
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$
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84.7
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New Experiences**
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10.0
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5.1
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4.8
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43.2
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15.6
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27.6
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Total Pursuit
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$
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34.1
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$
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23.4
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$
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10.8
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$
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299.3
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$
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187.0
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$
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112.3
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Adjusted EBITDA*
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Same Store
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$
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(12.0
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$
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(9.0
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$
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(3.0
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$
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61.0
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$
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39.4
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$
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21.6
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New Experiences**
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0.8
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(0.9
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1.6
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6.9
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3.3
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3.6
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Total Pursuit
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$
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(11.3
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$
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(9.9
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$
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(1.4
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$
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67.9
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$
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42.7
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$
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25.3
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* 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.
**New Experiences comprises the following attractions and hotel
properties that were opened or acquired after January 1, 2021: Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 and opened June 2021), FlyOver Las Vegas (opened September 2021), Glacier Raft Company (acquired April 2022),
and Forest Park Hotel (opened August 2022).
Fourth Quarter
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•
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Revenue increased $10.8 million (46%) from the 2021 fourth quarter.
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o
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Same-store revenue from experiences that were owned and open prior to 2021 increased $5.9 million primarily due to stronger visitation at our year-round Canadian experiences, which were impacted in
2021 by border restrictions.
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o
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Revenue from new experiences opened or acquired from 2021 forward increased $4.8 million, reflecting the continued ramping of Sky Lagoon and FlyOver Las Vegas as well as the addition of Forest Park
Alpine Hotel.
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•
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Adjusted EBITDA decreased by $1.4 million from the 2021 fourth quarter primarily due to higher expenses during the seasonally slow quarter, partially offset by the increase in revenue.
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Regarding Pursuit’s results, Moster commented, “Full year revenue increased 60 percent
from 2021 and reached record levels due to our Refresh, Build, Buy growth strategy. We are making significant progress scaling Pursuit through investing in new experiences and elevating our existing collection. Pursuit posted solid
year-over-year growth in 2022 driven by improved international tourism to Canada and Iceland, continued strong results from our U.S. hotels, and incremental performance from our new experiences.”
Moster continued, “Our new experiences continue to build awareness and ramp with
favorable contributions to both revenue and adjusted EBITDA. At FlyOver Las Vegas, our marketing and ticket distribution networking efforts are taking hold and resulted in a 21 percent sequential quarter increase in visitation. Sky Lagoon
remained a strong performer and delivered a 61 percent increase in visitation from the 2021 fourth quarter. I look forward to seeing our iconic, unforgettable, and inspiring new experiences reach their full earnings potential.”
-more-
-page 3-
GES Results
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Three months ended December 31,
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Year ended December 31,
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(in millions)
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2022
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2021
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Change
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2022
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2021
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Change
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Revenue
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Spiro
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$
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72.1
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$
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54.7
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$
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17.4
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$
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277.6
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$
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116.6
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$
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161.1
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GES Exhibitions
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143.6
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108.2
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35.4
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557.9
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209.5
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348.4
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Inter-segment Eliminations
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(1.8
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(2.7
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0.9
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(7.5
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)
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(5.8
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)
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(1.7
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)
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Total GES
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$
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213.9
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$
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160.2
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$
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53.7
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$
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828.0
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$
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320.3
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$
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507.7
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Adjusted EBITDA*
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Spiro
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$
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5.8
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$
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6.4
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$
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(0.6
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)
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$
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27.0
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$
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(4.3
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)
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$
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31.3
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GES Exhibitions
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6.9
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3.2
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3.7
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34.3
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(26.1
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)
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60.4
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Total GES
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$
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12.7
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$
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9.6
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$
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3.1
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$
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61.3
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$
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(30.4
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)
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$
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91.6
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* 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.
Fourth Quarter
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•
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Revenue increased $53.7 million (34%) from the 2021 fourth quarter primarily driven by increased live event activity at both GES Exhibitions and Spiro.
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•
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Adjusted EBITDA increased by $3.1 million from the 2021 fourth quarter primarily due to higher revenue, offset in part by higher costs to support increased business activity.
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Regarding GES’ overall results, Moster commented, “GES delivered significant
year-over-year growth in 2022 as live event activity improved at an accelerated pace. Same-show revenues for events produced by our U.S. exhibitions team grew from 67 percent of 2019 pre-pandemic levels in the 2021 fourth quarter to about 90
percent by the 2022 second quarter and remained at that level through the rest of the year. Spiro saw similar improvements in spending from corporate clients compared to 2019 pre-pandemic levels, and we are building our strong client roster
with new business wins.”
Moster continued, “I am pleased with the transformational cost structure changes we
implemented at GES that enabled us to maintain strong profitability as live events returned. We ended the year at a steady cost run rate for GES Exhibitions to continue servicing a more normalized level of event activity. We remain focused on
building Spiro into a world-class, integrated marketing solutions agency through investing in creative talent and expanding our capabilities beyond the tradeshow floor to fuel growth. GES is well-positioned to return to generating meaningful
positive free cash flow.”
Balance Sheet and Cash Flow Highlights
We ended the year with total liquidity of $146.4 million, comprising cash and cash
equivalents of $59.7 million and $86.7 million of capacity available on our revolving credit facility ($100 million total facility size, less $13.3 million in letters of credit). Our debt totaled $481.8 million, including $395 million
outstanding on our Term Loan B, financing lease obligations of approximately $65 million (which primarily comprises real estate leases at Pursuit), and approximately $22 million in other debt.
Our 2022 fourth quarter cash flow from operations was an outflow of approximately $33
million, our capital expenditures totaled approximately $12 million, and we paid approximately $2 million in cash dividends on our convertible preferred equity. Our net debt payments during the quarter were approximately $4 million.
-more-
-page 4-
On December 15, we completed the sale of the assets of ON Services, a US-based
audio-visual services business that operated as part of GES, for cash proceeds of approximately $30 million. This transaction enhances our balance sheet and builds on the strategic transformational changes that we have implemented at GES
over the past few years by further simplifying GES’ operating model.
Our 2022 full year cash flow from operations was an inflow of approximately $72
million, our capital expenditures totaled approximately $67 million. We acquired Glacier Raft Company for approximately $25 million and sold ON Services for approximately $30 million. We paid approximately $8 million in cash dividends on
our convertible preferred equity and our net debt proceeds during the year were approximately $4 million.
Moster commented, “We remain focused on disciplined capital management, driving strong
free cash flow at GES and investing in high-return growth opportunities at Pursuit. I am thrilled with the progress we have made to scale Pursuit with smart investments in extraordinary experiences through our Refresh, Build, Buy growth
strategy. This year, we added a high-quality attraction experience to our Glacier Park Collection, opened a remarkable new hotel in downtown Jasper, and continued to make headway with other exciting growth investments, including FlyOver
Chicago and a new mountain coaster at our Golden Skybridge attraction.”
2023 Outlook
Regarding Viad’s outlook, Moster commented, “We expect continued growth in 2023 and
are sharply focused on maximizing performance from our existing businesses. Pursuit will have meaningful tailwinds from the lifting of COVID restrictions that restrained international visitation during much of 2021 and the continued
acceleration of our new experiences. GES will see some headwinds from negative show rotation in the third quarter, which we expect to mostly offset with stronger first quarter performance and new wins at Spiro.”
Moster concluded, “We are experiencing strong advance bookings at Pursuit and healthy
demand from GES Exhibitions and Spiro clients for 2023 with no signs of a slowdown in our industries at this point. That said, with an uncertain macro backdrop, we will make prudent decisions with respect to cost structure and capital
investments to advance our strategic goals while also protecting our balance sheet.”
Our guidance for Pursuit is as follows:
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(in millions)
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First Quarter
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Full Year
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Key Assumptions
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Pursuit
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|||||||
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Revenue
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$28 to $32
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Up ~10% to 15%
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• |
Expect revenue growth in 2023 will be driven by:
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| vs. $23.8 in 2022 |
vs. $299.3 in 2022 |
o |
Lifting of all COVID restrictions at the Canadian border
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| o |
Acceleration of new experiences
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| o |
Ongoing focus on improving the guest experience
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Adjusted EBITDA
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($14) to ($11)
vs. ($11.5) in 2022
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$85 to $95
vs. $67.9 in 2022
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• |
Anticipate FY margin expansion as visitation increases, the performance of newer experiences improves, and pandemic-era cost
pressures ease
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-more-
-page 5-
Our guidance for GES is as follows:
| (in millions) |
First Quarter |
Full Year |
Key Assumptions |
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| GES |
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| Revenue |
$195 to $215
vs. $153.6 in 2022
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Down ~5%
vs. $828.0 in 2022
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• | Expect GES will mostly offset the
headwinds of negative show rotation revenue ($30M) and the sale of ON Services ($50M) in 2023 |
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| |
|
o |
Exhibitions same show revenue expected to
remain at ~90% of 2019 levels |
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| o |
Spiro clients’ marketing spend expected to be
similar to 2022, plus new client wins |
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| Adjusted EBITDA |
$8 to $11
vs. $2.7 in 2022
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$48 to $58
vs. $61.3 in 2022
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• |
We intend to continue investing in Spiro to fuel growth in 2023 and beyond
by expanding capabilities and adding new services |
|||
Conference Call Details
Management will host a conference call to review fourth quarter and
full year 2022 results on Thursday, February 9, 2023, at 5 p.m. (Eastern Time).
To join the live conference call, please register at least 10
minutes before the start of the call using the following link: https://conferencingportals.com/event/KFfVIwkJ. After registering, an email confirmation will be sent that includes dial-in
information as well as unique codes for entry into the live call. Registration will be open throughout the 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 (800)
770-2030 or (647) 362-9199 and entering the conference ID 90039.
Additionally, we will post a supplemental presentation, containing
highlights of our 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 hospitality and leisure activities, experiential marketing, and live events 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 a collection of inspiring and unforgettable travel
experiences in Alaska, Montana, the Canadian Rockies, Vancouver, Reykjavik, and Las Vegas, as well as new experiences planned in Chicago and Toronto. Pursuit’s collection includes attractions, lodges and hotels, and sightseeing tours that
connect guests with iconic places.
GES is a global, full-service live events company offering a
comprehensive range of services to the world's leading brands and event organizers through two reportable segments, Spiro and GES Exhibitions. Spiro is an experiential marketing agency that partners with leading brands around the world to
manage and elevate their global experiential marketing activities. GES Exhibitions is a global exhibition services company 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.
-more-
-page 6-
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,” “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. Similarly, statements that describe our business strategy, outlook, 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:
|
•
|
general economic uncertainty in key global markets and a worsening of global economic conditions;
|
|
•
|
travel industry disruptions;
|
|
•
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seasonality of our businesses;
|
|
•
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the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;
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|
•
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our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;
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|
•
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unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;
|
|
•
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our exposure to labor shortages, turnover, and labor cost increases;
|
|
•
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the importance of key members of our account teams to our business relationships;
|
|
•
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our ability to manage our business and continue our growth if we lose any of our key personnel;
|
|
•
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the competitive nature of the industries in which we operate;
|
|
•
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our dependence on large exhibition event clients;
|
|
•
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adverse effects of show rotation on our periodic results and operating margins;
|
|
•
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transportation disruptions and increases in transportation costs;
|
|
•
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natural disasters, weather conditions, accidents, and other catastrophic events;
|
|
•
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our exposure to labor cost increases and work stoppages related to unionized employees;
|
|
•
|
our multi-employer pension plan funding obligations;
|
|
•
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our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;
|
|
•
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our exposure to cybersecurity attacks and threats;
|
|
•
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our exposure to currency exchange rate fluctuations;
|
|
•
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liabilities relating to prior and discontinued operations; and
|
|
•
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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.
|
-more-
-page 7-
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
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, acquisition-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
###
|
VIAD CORP AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||
|
TABLE ONE - QUARTERLY AND FULL YEAR RESULTS
|
||||||||||||||||||||||||||||||||
|
(UNAUDITED)
|
||||||||||||||||||||||||||||||||
|
Three months ended December 31,
|
Year ended December 31,
|
|||||||||||||||||||||||||||||||
|
(in thousands, except per share data)
|
2022
|
2021
|
$ Change
|
% Change
|
2022
|
2021
|
$ Change
|
% Change
|
||||||||||||||||||||||||
|
Revenue:
|
||||||||||||||||||||||||||||||||
|
Pursuit
|
$
|
34,148
|
$
|
23,390
|
$
|
10,758
|
46.0
|
%
|
299,327
|
187,048
|
112,279
|
60.0
|
%
|
|||||||||||||||||||
|
GES:
|
||||||||||||||||||||||||||||||||
|
Spiro
|
72,123
|
54,718
|
17,405
|
31.8
|
%
|
$
|
277,641
|
$
|
116,587
|
$
|
161,054
|
** |
|
|||||||||||||||||||
|
GES Exhibitions
|
143,577
|
108,182
|
35,395
|
32.7
|
%
|
557,880
|
209,529
|
348,351
|
** |
|
||||||||||||||||||||||
|
Inter-segment eliminations
|
(1,821
|
)
|
(2,717
|
)
|
896
|
33.0
|
%
|
(7,537
|
)
|
(5,824
|
)
|
(1,713
|
)
|
-29.4
|
%
|
|||||||||||||||||
|
Total GES
|
213,879
|
160,183
|
53,696
|
33.5
|
%
|
$
|
827,984
|
$
|
320,292
|
$
|
507,692
|
** |
|
|||||||||||||||||||
|
Total revenue
|
$
|
248,027
|
$
|
183,573
|
$
|
64,454
|
35.1
|
%
|
$
|
1,127,311
|
$
|
507,340
|
$
|
619,971
|
** |
|
||||||||||||||||
|
Segment operating income (loss)
|
||||||||||||||||||||||||||||||||
|
Pursuit
|
$
|
(20,091
|
)
|
$
|
(18,574
|
)
|
(1,517
|
)
|
-8.2
|
%
|
24,031
|
4,609
|
19,422
|
** |
|
|||||||||||||||||
|
GES:
|
||||||||||||||||||||||||||||||||
|
Spiro
|
4,805
|
5,223
|
(418
|
)
|
-8.0
|
%
|
23,133
|
(9,556
|
)
|
$
|
32,689
|
** |
|
|||||||||||||||||||
|
GES Exhibitions
|
3,992
|
(534
|
)
|
4,526
|
** |
|
21,780
|
(42,055
|
)
|
63,835
|
** |
|
||||||||||||||||||||
|
Total GES
|
8,797
|
4,689
|
4,108
|
87.6
|
%
|
44,913
|
(51,611
|
)
|
96,524
|
** |
|
|||||||||||||||||||||
|
Segment operating income (loss)
|
$
|
(11,294
|
)
|
$
|
(13,885
|
)
|
$
|
2,591
|
18.7
|
%
|
$
|
68,944
|
$
|
(47,002
|
)
|
$
|
115,946
|
** |
|
|||||||||||||
|
Corporate eliminations
|
16
|
18
|
(2
|
)
|
-11.1
|
%
|
67
|
70
|
(3
|
)
|
-4.3
|
%
|
||||||||||||||||||||
|
Corporate activities (Note A)
|
(3,537
|
)
|
(3,585
|
)
|
48
|
1.3
|
%
|
(13,418
|
)
|
(11,689
|
)
|
(1,729
|
)
|
-14.8
|
%
|
|||||||||||||||||
|
Gain on sale of ON Services (Note B)
|
19,637
|
-
|
19,637
|
** |
|
19,637
|
-
|
19,637
|
** |
|
||||||||||||||||||||||
|
Restructuring (charges) recoveries (Note C)
|
408
|
(267
|
)
|
675
|
** |
|
(3,059
|
)
|
(6,066
|
)
|
3,007
|
49.6
|
%
|
|||||||||||||||||||
|
Impairment charges
|
-
|
-
|
-
|
** |
|
(583
|
)
|
-
|
(583
|
)
|
** |
|
||||||||||||||||||||
|
Other expense
|
(547
|
)
|
(507
|
)
|
(40
|
)
|
-7.9
|
%
|
(2,077
|
)
|
(2,070
|
)
|
(7
|
)
|
-0.3
|
%
|
||||||||||||||||
|
Net interest expense (Note D)
|
(11,001
|
)
|
(8,156
|
)
|
(2,845
|
)
|
-34.9
|
%
|
(34,891
|
)
|
(28,324
|
)
|
(6,567
|
)
|
-23.2
|
%
|
||||||||||||||||
|
Income (loss) from continuing operations before income taxes
|
(6,318
|
)
|
(26,382
|
)
|
20,064
|
76.1
|
%
|
34,620
|
(95,081
|
)
|
129,701
|
** |
|
|||||||||||||||||||
|
Income tax (expense) benefit (Note E)
|
(386
|
)
|
1,906
|
(2,292
|
)
|
** |
|
(9,973
|
)
|
1,788
|
(11,761
|
)
|
** |
|
||||||||||||||||||
|
Income (loss) from continuing operations
|
(6,704
|
)
|
(24,476
|
)
|
17,772
|
72.6
|
%
|
24,647
|
(93,293
|
)
|
117,940
|
** |
|
|||||||||||||||||||
|
Income (loss) from discontinued operations
|
(137
|
)
|
24
|
(161
|
)
|
** |
|
148
|
558
|
(410
|
)
|
-73.5
|
%
|
|||||||||||||||||||
|
Net income (loss)
|
(6,841
|
)
|
(24,452
|
)
|
17,611
|
72.0
|
%
|
24,795
|
(92,735
|
)
|
117,530
|
** |
|
|||||||||||||||||||
|
Net (income) loss attributable to noncontrolling interest
|
708
|
1,363
|
(655
|
)
|
-48.1
|
%
|
(2,323
|
)
|
(1,686
|
)
|
(637
|
)
|
-37.8
|
%
|
||||||||||||||||||
|
Net loss attributable to redeemable noncontrolling interest
|
394
|
545
|
(151
|
)
|
-27.7
|
%
|
748
|
1,766
|
(1,018
|
)
|
-57.6
|
%
|
||||||||||||||||||||
|
Net income (loss) attributable to Viad
|
$
|
(5,739
|
)
|
$
|
(22,544
|
)
|
$
|
16,805
|
74.5
|
%
|
$
|
23,220
|
$
|
(92,655
|
)
|
$
|
115,875
|
** |
|
|||||||||||||
|
Amounts Attributable to Viad:
|
||||||||||||||||||||||||||||||||
|
Income (loss) from continuing operations
|
$
|
(5,602
|
)
|
$
|
(22,568
|
)
|
$
|
16,966
|
75.2
|
%
|
$
|
23,072
|
$
|
(93,213
|
)
|
$
|
116,285
|
** |
|
|||||||||||||
|
Income (loss) from discontinued operations
|
(137
|
)
|
24
|
(161
|
)
|
** |
|
148
|
558
|
(410
|
)
|
-73.5
|
%
|
|||||||||||||||||||
|
Net income (loss)
|
$
|
(5,739
|
)
|
$
|
(22,544
|
)
|
$
|
16,805
|
74.5
|
%
|
$
|
23,220
|
$
|
(92,655
|
)
|
$
|
115,875
|
** |
|
|||||||||||||
|
Income (loss) per common share attributable to Viad (Note F):
|
||||||||||||||||||||||||||||||||
|
Basic income (loss) per common share
|
$
|
(0.37
|
)
|
$
|
(1.23
|
)
|
$
|
0.86
|
69.9
|
%
|
$
|
0.54
|
$
|
(5.01
|
)
|
$
|
5.55
|
** |
|
|||||||||||||
|
Diluted income (loss) per common share
|
$
|
(0.37
|
)
|
$
|
(1.23
|
)
|
$
|
0.86
|
69.9
|
%
|
$
|
0.53
|
$
|
(5.01
|
)
|
$
|
5.54
|
** |
|
|||||||||||||
|
Weighted-average common shares outstanding:
|
||||||||||||||||||||||||||||||||
|
Basic weighted-average outstanding common shares
|
20,656
|
20,456
|
200
|
1.0
|
%
|
20,589
|
20,411
|
178
|
0.9
|
%
|
||||||||||||||||||||||
|
Additional dilutive shares related to share-based compensation
|
-
|
-
|
-
|
** |
|
223
|
-
|
223
|
** |
|
||||||||||||||||||||||
|
Diluted weighted-average outstanding common shares
|
20,656
|
20,456
|
200
|
1.0
|
%
|
20,812
|
20,411
|
401
|
2.0
|
%
|
||||||||||||||||||||||
|
Adjusted EBITDA* by Reportable Segment:
|
||||||||||||||||||||||||||||||||
|
Pursuit
|
$
|
(11,251
|
)
|
$
|
(9,854
|
)
|
$
|
(1,397
|
)
|
-14.2
|
%
|
$
|
67,949
|
$
|
42,689
|
$
|
25,260
|
59.2
|
%
|
|||||||||||||
|
GES:
|
||||||||||||||||||||||||||||||||
|
Spiro
|
5,795
|
6,430
|
(635
|
)
|
-9.9
|
%
|
26,975
|
(4,279
|
)
|
31,254
|
** |
|
||||||||||||||||||||
|
GES Exhibitions
|
6,926
|
3,219
|
3,707
|
** |
|
34,282
|
(26,084
|
)
|
60,366
|
** |
|
|||||||||||||||||||||
|
Total GES
|
12,721
|
9,649
|
3,072
|
31.8
|
%
|
61,257
|
(30,363
|
)
|
91,620
|
** |
|
|||||||||||||||||||||
|
Corporate
|
(3,476
|
)
|
(3,596
|
)
|
120
|
3.3
|
%
|
(13,089
|
)
|
(10,986
|
)
|
(2,103
|
)
|
-19.1
|
%
|
|||||||||||||||||
|
Consolidated Adjusted EBITDA
|
(2,006
|
)
|
(3,801
|
)
|
1,795
|
47.2
|
%
|
116,117
|
1,340
|
114,777
|
** |
|
||||||||||||||||||||
|
As of December 31,
|
|
Capitalization Data:
|
2022
|
2021
|
$ Change
|
% Change
|
||||||||||||||||||||||||||||
|
Cash and cash equivalents
|
59,719
|
61,600
|
(1,881
|
)
|
-3.1
|
%
|
||||||||||||||||||||||||||
|
Total debt
|
481,792
|
474,184
|
7,608
|
1.6
|
%
|
|||||||||||||||||||||||||||
|
Viad shareholders' equity
|
14,530
|
6,282
|
8,248
|
** |
|
|||||||||||||||||||||||||||
|
Non-controlling interests (redeemable and non-redeemable)
|
87,266
|
91,000
|
(3,734
|
)
|
-4.1
|
%
|
||||||||||||||||||||||||||
|
Convertible Series A Preferred Stock (Note G):
|
||||||||||||||||||||||||||||||||
|
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
|
%
|
|||||||||||||||||||||||||||
* 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 AND SUBSIDIARIES
|
|
|
TABLE ONE - NOTES TO QUARTERLY AND FULL YEAR RESULTS
|
|
|
(UNAUDITED)
|
|
|
(A)
|
Corporate Activities — The increase in corporate activities expense during 2022 relative to 2021 was primarily due to
higher performance-based compensation expense.
|
|
(B)
|
Gain on Sale of ON Services — On December 15, 2022, we completed the sale of substantially all of the assets of GES’
United States audio-visual production business, ON Services. We recognized a gain on sale of approximately $19.6 million.
|
|
(C)
|
Restructuring (Charges) Recoveries — Restructuring charges during 2022 and 2021 were primarily related to facility
closures and severance at GES. In response to the COVID-19 pandemic, we accelerated our transformation and streamlining efforts at GES to significantly reduce costs and create a lower and more flexible cost structure focused on
servicing our more profitable market segments.
|
|
(D)
|
Net Interest Expense — The increase in interest expense during 2022 relative to 2021 was primarily due to higher
interest rates and higher debt balances in 2022, offset in part by $3.0 million in capitalized interest recorded during 2022. Additionally, as a result of the refinance and the repayment of our then 2018 Credit Facility, we recorded
$2.1 million of interest expense related to the write-off of unamortized debt issuance costs during 2021.
|
|
(E)
|
Income Tax (Expense) Benefit – Our effective income tax rate was 29% for 2022 as compared to 2% for 2021. The
effective rate for 2022 was higher than the blended statutory rate primarily as a result of the higher mix of income earned in foreign jurisdictions where we do not have a valuation allowance. The effective rate for 2021 was lower
than the blended statutory rate primarily as a result of excluding the tax benefit on losses recognized in the United States, the United Kingdom, and other European countries where we have a valuation allowance.
|
|
(F)
|
Income (Loss) 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 nonforteitable 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.
|
|
|
Additionally, the adjustment to the carrying value of redeemable non-controlling interests is reflected in income
(loss) per common share.
|
|
|
The components of basic and diluted income (loss) per share are as follows:
|
|
|
Three months ended December 31,
|
Year ended December 31,
|
||||||||||||||||||||||||||||||||
|
(in thousands)
|
2022
|
2021
|
$ Change
|
% Change
|
2022
|
2021
|
$ Change
|
% Change
|
|||||||||||||||||||||||||
|
Net income (loss) attributable to Viad
|
$
|
(5,739
|
)
|
$
|
(22,544
|
)
|
$
|
16,805
|
74.5
|
%
|
$
|
23,220
|
$
|
(92,655
|
)
|
$
|
115,875
|
** |
|
||||||||||||||
|
Convertible preferred stock dividends paid in cash
|
(1,950
|
)
|
(1,950
|
)
|
-
|
0.0
|
%
|
(7,801
|
)
|
(3,900
|
)
|
(3,901
|
)
|
** |
|
||||||||||||||||||
|
Convertible preferred stock dividends paid in kind
|
-
|
-
|
-
|
** |
|
-
|
(3,821
|
)
|
3,821
|
-100.0
|
%
|
||||||||||||||||||||||
|
Adjustment to the redemption value of redeemable noncontrolling interest
|
-
|
(706
|
)
|
706
|
-100.0
|
%
|
(763
|
)
|
(1,797
|
)
|
1,034
|
57.5
|
%
|
||||||||||||||||||||
|
Undistributed income (loss) attributable to Viad
|
(7,689
|
)
|
(25,200
|
)
|
17,511
|
69.5
|
%
|
14,656
|
(102,173
|
)
|
116,829
|
** |
|
||||||||||||||||||||
|
Less: Allocation to participating securities
|
-
|
-
|
-
|
** |
|
(3,600
|
)
|
-
|
(3,600
|
)
|
** |
|
|||||||||||||||||||||
|
Net income (loss) allocated to Viad common shareholders (basic)
|
$
|
(7,689
|
)
|
$
|
(25,200
|
)
|
$
|
17,511
|
69.5
|
%
|
$
|
11,056
|
$
|
(102,173
|
)
|
$
|
113,229
|
** |
|
||||||||||||||
|
Add: Allocation to participating securities
|
-
|
-
|
-
|
** |
|
30
|
-
|
-
|
** |
|
|||||||||||||||||||||||
|
Net income (loss) allocated to Viad common shareholders (diluted)
|
$
|
(7,689
|
)
|
$
|
(25,200
|
)
|
$
|
17,511
|
69.5
|
%
|
$
|
11,086
|
$
|
(102,173
|
)
|
$
|
113,229
|
** |
|
||||||||||||||
|
Basic weighted-average outstanding common shares
|
20,656
|
20,456
|
200
|
1.0
|
%
|
20,589
|
20,411
|
178
|
0.9
|
%
|
|||||||||||||||||||||||
|
Additional dilutive shares related to share-based compensation
|
-
|
-
|
-
|
** |
|
223
|
-
|
223
|
** |
|
|||||||||||||||||||||||
|
Diluted weighted-average outstanding common shares
|
20,656
|
20,456
|
200
|
1.0
|
%
|
20,812
|
20,411
|
401
|
2.0
|
%
|
|||||||||||||||||||||||
|
(G)
|
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. A total of $6.8 million of dividends have been paid
in kind, including $3.8 million during the first and second quarters of 2021. We began paying preferred stock dividends in cash during the 2021 third quarter and we intend to pay in cash for the foreseeable future.
|
|
VIAD CORP AND SUBSIDIARIES
|
|||||||||||||||||
|
TABLE TWO - NON-GAAP FINANCIAL MEASURES
|
|||||||||||||||||
|
(UNAUDITED)
|
|||||||||||||||||
|
IMPORTANT DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES
|
|||||||||||||||||
|
This document includes the presentation of "Income (Loss) Before Other Items", "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.
|
|||||||||||||||||
|
Income (Loss) Before Other Items, 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 December 31,
|
Year ended December 31,
|
|||||||||||||||||||||||||||||||
|
(in thousands, except per share data)
|
2022
|
2021
|
$ Change
|
% Change
|
2022
|
2021
|
$ Change
|
% Change
|
||||||||||||||||||||||||
|
Income (loss) before other items:
|
||||||||||||||||||||||||||||||||
|
Net income (loss) attributable to Viad
|
$
|
(5,739
|
)
|
$
|
(22,544
|
)
|
$
|
16,805
|
74.5
|
%
|
$
|
23,220
|
$
|
(92,655
|
)
|
$
|
115,875
|
** |
|
|||||||||||||
|
(Income) loss from discontinued operations attributable to Viad
|
137
|
(24
|
)
|
161
|
** |
|
(148
|
)
|
(558
|
)
|
410
|
73.5
|
%
|
|||||||||||||||||||
|
Income (loss) from continuing operations attributable to Viad
|
(5,602
|
)
|
(22,568
|
)
|
16,966
|
75.2
|
%
|
23,072
|
(93,213
|
)
|
116,285
|
** |
|
|||||||||||||||||||
|
Gain on sale of ON Services, pre-tax
|
(19,637
|
)
|
-
|
(19,637
|
)
|
** |
|
(19,637
|
)
|
-
|
(19,637
|
)
|
** |
|
||||||||||||||||||
|
Restructuring charges (recoveries), pre-tax
|
(408
|
)
|
267
|
(675
|
)
|
** |
|
3,059
|
6,066
|
(3,007
|
)
|
-49.6
|
%
|
|||||||||||||||||||
|
Impairment charges, pre-tax
|
-
|
-
|
-
|
** |
|
583
|
-
|
583
|
** |
|
||||||||||||||||||||||
|
Pension plan withdrawal, pre-tax
|
-
|
-
|
-
|
** |
|
-
|
57
|
(57
|
)
|
-100.0
|
%
|
|||||||||||||||||||||
|
Acquisition-related costs and other non-recurring expenses, pre-tax (Note A)
|
572
|
(113
|
)
|
685
|
** |
|
3,884
|
6,211
|
(2,327
|
)
|
-37.5
|
%
|
||||||||||||||||||||
|
Remeasurement of finance lease obligation attributable to Viad, pre-tax (Note B)
|
(410
|
)
|
-
|
(410
|
)
|
** |
|
2,120
|
-
|
2,120
|
** |
|
||||||||||||||||||||
|
Tax benefit on above items
|
16
|
(43
|
)
|
59
|
** |
|
(755
|
)
|
(723
|
)
|
(32
|
)
|
-4.4
|
%
|
||||||||||||||||||
|
Income (loss) before other items
|
$
|
(25,469
|
)
|
$
|
(22,457
|
)
|
$
|
(3,012
|
)
|
-13.4
|
%
|
$
|
12,326
|
$
|
(81,602
|
)
|
$
|
93,928
|
** |
|
||||||||||||
|
The components of income (loss) before other items per share are as follows:
|
||||||||||||||||||||||||||||||||
|
Income (loss) before other items (as reconciled above)
|
(25,469
|
)
|
(22,457
|
)
|
(3,012
|
)
|
-13.4
|
%
|
12,326
|
(81,602
|
)
|
93,928
|
** |
|
||||||||||||||||||
|
Convertible preferred stock dividends paid in cash
|
(1,950
|
)
|
(1,950
|
)
|
-
|
0.0
|
%
|
(7,801
|
)
|
(3,900
|
)
|
(3,901
|
)
|
** |
|
|||||||||||||||||
|
Convertible preferred stock dividends paid in kind
|
-
|
-
|
-
|
** |
|
-
|
(3,821
|
)
|
3,821
|
-100.0
|
%
|
|||||||||||||||||||||
|
Undistributed income (loss) before other items attributable to Viad (Note C)
|
(27,419
|
)
|
(24,407
|
)
|
(3,012
|
)
|
-12.3
|
%
|
4,525
|
(89,323
|
)
|
93,848
|
** |
|
||||||||||||||||||
|
Less: Allocation to participating securities (Note D)
|
-
|
-
|
-
|
** |
|
(1,102
|
)
|
-
|
(1,102
|
)
|
** |
|
||||||||||||||||||||
|
Diluted income (loss) before other items allocated to Viad common shareholders
|
$
|
(27,419
|
)
|
$
|
(24,407
|
)
|
$
|
(3,012
|
)
|
-12.3
|
%
|
$
|
3,423
|
$
|
(89,323
|
)
|
$
|
92,746
|
** |
|
||||||||||||
|
Diluted weighted-average outstanding common shares
|
20,656
|
20,456
|
200
|
1.0
|
%
|
20,812
|
20,411
|
401
|
2.0
|
%
|
||||||||||||||||||||||
|
Income (loss) before other items per common share
|
$
|
(1.33
|
)
|
$
|
(1.19
|
)
|
$
|
(0.14
|
)
|
-11.8
|
%
|
$
|
0.16
|
$
|
(4.38
|
)
|
$
|
4.54
|
** |
|
||||||||||||
|
(A)
|
Acquisition-related costs and other non-recurring expenses include:
|
|
Three months ended December 31,
|
Year ended December 31,
|
|||||||||||||||||||||||||||||||
|
(in thousands)
|
2022
|
2021
|
2022
|
2021
|
||||||||||||||||||||||||||||
|
Acquisition integration costs - Pursuit1
|
$
|
101
|
$
|
-
|
$
|
237
|
$
|
6
|
||||||||||||||||||||||||
|
Acquisition transaction-related costs - Pursuit1
|
24
|
209
|
1,259
|
862
|
||||||||||||||||||||||||||||
|
Acquisition transaction-related costs - Corporate2
|
29
|
(33
|
)
|
68
|
30
|
|||||||||||||||||||||||||||
|
Attraction start-up costs1, 3
|
418
|
(289
|
)
|
2,169
|
4,744
|
|||||||||||||||||||||||||||
|
Other non-recurring expenses2, 4
|
-
|
-
|
151
|
569
|
||||||||||||||||||||||||||||
|
Acquisition-related and other non-recurring expenses, pre-tax
|
$
|
572
|
$
|
(113
|
)
|
$
|
3,884
|
$
|
6,211
|
|||||||||||||||||||||||
|
1 Included in segment operating loss
|
||||||||||||||||||||||||||||||||
|
2 Included in corporate activities
|
||||||||||||||||||||||||||||||||
|
3 Includes costs related to the development of Pursuit's new FlyOver attractions in
Las Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, the Golden Skybridge and Forest Park Hotel in Canada.
|
||||||||||||||||||||||||||||||||
|
4 Includes non-capitalizable fees and expenses related to Viad’s credit facility
refinancing efforts.
|
||||||||||||||||||||||||||||||||
|
(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 income before other items
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 nonforteitable rights to dividends are considered participating
securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) before other items 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 December 31, |
Year ended December 31, |
|||||||||||||||||||||||||||||||
|
(in thousands)
|
2022
|
2021
|
2022
|
2021
|
||||||||||||||||||||||||||||
|
Weighted-average outstanding common shares
|
20,656
|
20,456
|
20,812
|
20,411
|
||||||||||||||||||||||||||||
|
Effect of participating convertible preferred shares (if applicable)
|
-
|
-
|
6,674
|
-
|
||||||||||||||||||||||||||||
|
Effect of participating non-vested shares (if applicable)
|
-
|
-
|
29
|
-
|
||||||||||||||||||||||||||||
|
Weighted-average shares including effect of participating interests (if applicable)
|
20,656
|
20,456
|
27,515
|
20,411
|
||||||||||||||||||||||||||||
|
** Change is greater than +/- 100 percent
|
||||||||||||||||||||||||||||||||
|
VIAD CORP AND SUBSIDIARIES
|
|
TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)
|
|
(UNAUDITED)
|
| Same-Store - The term "same-store" is used within this document to refer to results without the impact of new
experiences, if any, until such new experiences are included in the entirety of both comparable periods. Management believes that the presentation of "same-store" results permits investors to better understand Viad's performance
without the effects of new experiences. |
|
Three months ended December 31, 2022
|
Three months ended December 31, 2021
|
|||||||||||||||||||||||
|
($ in thousands)
|
As Reported
|
New
Experiences
(Note A)
|
Same-Store
|
As Reported
|
New
Experiences
(Note A)
|
Same-Store
|
||||||||||||||||||
|
Viad Consolidated:
|
||||||||||||||||||||||||
|
Revenue
|
$
|
248,027
|
$
|
9,984
|
$
|
238,043
|
$
|
183,573
|
$
|
5,139
|
$
|
178,434
|
||||||||||||
|
Net loss attributable to Viad
|
$
|
(5,739
|
)
|
$
|
(22,544
|
)
|
||||||||||||||||||
|
Net loss attributable to noncontrolling interest
|
(708
|
)
|
(1,363
|
)
|
||||||||||||||||||||
|
Net loss attributable to redeemable noncontrolling interest
|
(394
|
)
|
(545
|
)
|
||||||||||||||||||||
|
(Income) loss from discontinued operations
|
137
|
(24
|
)
|
|||||||||||||||||||||
|
Net interest expense
|
11,001
|
8,156
|
||||||||||||||||||||||
|
Income tax expense (benefit)
|
386
|
(1,906
|
)
|
|||||||||||||||||||||
|
Depreciation and amortization
|
13,041
|
13,764
|
||||||||||||||||||||||
|
Gain on sale of ON Services
|
(19,637
|
)
|
-
|
|||||||||||||||||||||
|
Restructuring charges (recoveries)
|
(408
|
)
|
267
|
|||||||||||||||||||||
|
Other expense
|
547
|
507
|
||||||||||||||||||||||
|
Start-up costs (B)
|
418
|
(289
|
)
|
|||||||||||||||||||||
|
Acquisition transaction-related costs
|
53
|
176
|
||||||||||||||||||||||
|
Integration costs
|
101
|
-
|
||||||||||||||||||||||
|
Remeasurement of finance lease obligation (C)
|
(804
|
)
|
-
|
|||||||||||||||||||||
|
Consolidated Adjusted EBITDA
|
$
|
(2,006
|
)
|
$
|
755
|
$
|
(2,761
|
)
|
$
|
(3,801
|
)
|
$
|
(884
|
)
|
$
|
(2,917
|
)
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
(246
|
)
|
(1,032
|
)
|
786
|
(5
|
)
|
(300
|
)
|
295
|
||||||||||||||
|
Consolidated Adjusted EBITDA attributable to Viad
|
$
|
(2,252
|
)
|
$
|
(277
|
)
|
$
|
(1,975
|
)
|
$
|
(3,806
|
)
|
$
|
(1,184
|
)
|
$
|
(2,622
|
)
|
||||||
|
Consolidated Adjusted EBITDA by Business:
|
||||||||||||||||||||||||
|
Pursuit
|
$
|
(11,251
|
)
|
$
|
755
|
$
|
(12,006
|
)
|
$
|
(9,854
|
)
|
$
|
(884
|
)
|
$
|
(8,970
|
)
|
|||||||
|
Total GES
|
12,721
|
-
|
12,721
|
9,649
|
-
|
9,649
|
||||||||||||||||||
|
Total Segment EBITDA
|
1,470
|
755
|
715
|
(205
|
)
|
(884
|
)
|
679
|
||||||||||||||||
|
Corporate EBITDA
|
(3,476
|
)
|
-
|
(3,476
|
)
|
(3,596
|
)
|
-
|
(3,596
|
)
|
||||||||||||||
|
Consolidated Adjusted EBITDA
|
$
|
(2,006
|
)
|
$
|
755
|
$
|
(2,761
|
)
|
$
|
(3,801
|
)
|
$
|
(884
|
)
|
$
|
(2,917
|
)
|
|||||||
|
Pursuit Adjusted EBITDA:
|
||||||||||||||||||||||||
|
Revenue
|
$
|
34,148
|
$
|
9,984
|
$
|
24,164
|
$
|
23,390
|
$
|
5,139
|
$
|
18,251
|
||||||||||||
|
Cost of services and products
|
(54,239
|
)
|
(11,117
|
)
|
(43,122
|
)
|
(41,964
|
)
|
(7,271
|
)
|
(34,693
|
)
|
||||||||||||
|
Segment operating loss
|
(20,091
|
)
|
(1,133
|
)
|
(18,958
|
)
|
(18,574
|
)
|
(2,132
|
)
|
(16,442
|
)
|
||||||||||||
|
Depreciation
|
7,926
|
1,699
|
6,227
|
7,623
|
1,151
|
6,472
|
||||||||||||||||||
|
Amortization
|
1,175
|
474
|
701
|
1,177
|
386
|
791
|
||||||||||||||||||
|
Start-up costs (B)
|
418
|
418
|
-
|
(289
|
)
|
(289
|
)
|
-
|
||||||||||||||||
|
Acquisition transaction-related costs
|
24
|
-
|
24
|
209
|
-
|
209
|
||||||||||||||||||
|
Integration costs
|
101
|
101
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
Remeasurement of finance lease obligation (C)
|
(804
|
)
|
(804
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
(11,251
|
)
|
$
|
755
|
$
|
(12,006
|
)
|
$
|
(9,854
|
)
|
$
|
(884
|
)
|
$
|
(8,970
|
)
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
(246
|
)
|
(1,032
|
)
|
786
|
(5
|
)
|
(300
|
)
|
295
|
||||||||||||||
|
Adjusted EBITDA attributable to Viad
|
$
|
(11,497
|
)
|
$
|
(277
|
)
|
$
|
(11,220
|
)
|
$
|
(9,859
|
)
|
$
|
(1,184
|
)
|
$
|
(8,675
|
)
|
||||||
|
Pursuit Operating margin
|
-58.8
|
%
|
-11.3
|
%
|
-78.5
|
%
|
-79.4
|
%
|
-41.5
|
%
|
-90.1
|
%
|
||||||||||||
|
Pursuit Adjusted EBITDA margin
|
-32.9
|
%
|
7.6
|
%
|
-49.7
|
%
|
-42.1
|
%
|
-17.2
|
%
|
-49.1
|
%
|
||||||||||||
|
Total GES Adjusted EBITDA:
|
||||||||||||||||||||||||
|
Revenue
|
$
|
213,879
|
$
|
-
|
$
|
213,879
|
$
|
160,183
|
$
|
-
|
$
|
160,183
|
||||||||||||
|
Cost of services and products
|
(205,082
|
)
|
-
|
(205,082
|
)
|
(155,494
|
)
|
-
|
(155,494
|
)
|
||||||||||||||
|
Segment operating income
|
8,797
|
-
|
8,797
|
4,689
|
-
|
4,689
|
||||||||||||||||||
|
Depreciation
|
2,802
|
-
|
2,802
|
3,746
|
-
|
3,746
|
||||||||||||||||||
|
Amortization
|
1,122
|
-
|
1,122
|
1,214
|
-
|
1,214
|
||||||||||||||||||
|
Total GES Adjusted EBITDA
|
$
|
12,721
|
$
|
-
|
$
|
12,721
|
$
|
9,649
|
$
|
-
|
$
|
9,649
|
||||||||||||
|
Total GES Operating margin
|
4.1
|
%
|
4.1
|
%
|
2.9
|
%
|
2.9
|
%
|
||||||||||||||||
|
Total GES Adjusted EBITDA margin
|
5.9
|
%
|
5.9
|
%
|
6.0
|
%
|
6.0
|
%
|
||||||||||||||||
|
GES Adjusted EBITDA by Reportable Segment:
|
||||||||||||||||||||||||
|
Spiro
|
$
|
5,795
|
$
|
5,795
|
$
|
6,430
|
$
|
6,430
|
||||||||||||||||
|
GES Exhibitions
|
6,926
|
6,926
|
3,219
|
3,219
|
||||||||||||||||||||
|
Total GES
|
$
|
12,721
|
$
|
-
|
$
|
12,721
|
$
|
9,649
|
$
|
-
|
$
|
9,649
|
||||||||||||
|
Spiro Revenue
|
$
|
72,123
|
$
|
-
|
$
|
72,123
|
$
|
54,718
|
$
|
-
|
$
|
54,718
|
||||||||||||
|
Spiro Adjusted EBITDA Margin
|
8.0
|
%
|
8.0
|
%
|
11.8
|
%
|
11.8
|
%
|
||||||||||||||||
|
GES Exhibitions Revenue
|
$
|
143,577
|
$
|
-
|
$
|
143,577
|
$
|
108,182
|
$
|
-
|
$
|
108,182
|
||||||||||||
|
GES Exhibitions Adjusted EBITDA Margin
|
4.8
|
%
|
4.8
|
%
|
3.0
|
%
|
3.0
|
%
|
||||||||||||||||
|
(A) New Experiences comprises the following attractions and hotel properties that were opened or acquired after January
1, 2021: Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 and opened June 2021), FlyOver Las Vegas (opened September 2021), Glacier Raft Company (acquired April 2022), and Forest Park Hotel (opened August 2022)
and costs related to the development of new experiences.
|
|
(B) Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto,
and Forest Park Hotel in Canada.
|
|
(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.
|
|
VIAD CORP AND SUBSIDIARIES
|
|
TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)
|
|
(UNAUDITED)
|
| Same-Store - The term "same-store" is used within this document to refer to results without the impact of new experiences, if any, until such new experiences are included in the entirety of both comparable periods. Management believes that the presentation of "same-store" results permits investors to better understand Viad's performance without the effects of new experiences. |
|
Year ended December 31, 2022
|
Year ended December 31, 2021
|
|||||||||||||||||||||||
|
($ in thousands)
|
As Reported
|
New
Experiences
(Note A)
|
Same-Store
|
As Reported
|
New
Experiences
(Note A)
|
Same-Store
|
||||||||||||||||||
|
Viad Consolidated:
|
||||||||||||||||||||||||
|
Revenue
|
$
|
1,127,311
|
$
|
43,203
|
$
|
1,084,108
|
$
|
507,340
|
$
|
15,643
|
$
|
491,697
|
||||||||||||
|
Net income (loss) attributable to Viad
|
$
|
23,220
|
$
|
(92,655
|
)
|
|||||||||||||||||||
|
Net income attributable to noncontrolling interest
|
2,323
|
1,686
|
||||||||||||||||||||||
|
Net loss attributable to redeemable noncontrolling interest
|
(748
|
)
|
(1,766
|
)
|
||||||||||||||||||||
|
Income from discontinued operations
|
(148
|
)
|
(558
|
)
|
||||||||||||||||||||
|
Net interest expense
|
34,891
|
28,324
|
||||||||||||||||||||||
|
Income tax expense (benefit)
|
9,973
|
(1,788
|
)
|
|||||||||||||||||||||
|
Depreciation and amortization
|
52,483
|
53,750
|
||||||||||||||||||||||
|
Gain on sale of ON Services
|
(19,637
|
)
|
-
|
|||||||||||||||||||||
|
Restructuring charges
|
3,059
|
6,066
|
||||||||||||||||||||||
|
Impairment charges
|
583
|
-
|
||||||||||||||||||||||
|
Other expense
|
2,077
|
2,070
|
||||||||||||||||||||||
|
Start-up costs (B)
|
2,169
|
4,744
|
||||||||||||||||||||||
|
Acquisition transaction-related costs
|
1,327
|
892
|
||||||||||||||||||||||
|
Integration costs
|
237
|
6
|
||||||||||||||||||||||
|
Remeasurement of finance lease obligation (C)
|
4,157
|
-
|
||||||||||||||||||||||
|
Other non-recurring expenses (D)
|
151
|
569
|
||||||||||||||||||||||
|
Consolidated Adjusted EBITDA
|
$
|
116,117
|
$
|
6,929
|
$
|
109,188
|
$
|
1,340
|
$
|
3,286
|
$
|
(1,946
|
)
|
|||||||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
(10,950
|
)
|
(4,365
|
)
|
(6,585
|
)
|
(7,585
|
)
|
(2,145
|
)
|
(5,440
|
)
|
||||||||||||
|
Consolidated Adjusted EBITDA attributable to Viad
|
$
|
105,167
|
$
|
2,564
|
$
|
102,603
|
$
|
(6,245
|
)
|
$
|
1,141
|
$
|
(7,386
|
)
|
||||||||||
|
Consolidated Adjusted EBITDA by Business:
|
||||||||||||||||||||||||
|
Pursuit
|
$
|
67,949
|
$
|
6,929
|
$
|
61,020
|
$
|
42,689
|
$
|
3,286
|
$
|
39,403
|
||||||||||||
|
Total GES
|
61,257
|
-
|
61,257
|
(30,363
|
)
|
-
|
(30,363
|
)
|
||||||||||||||||
|
Total Segment EBITDA
|
129,206
|
6,929
|
122,277
|
12,326
|
3,286
|
9,040
|
||||||||||||||||||
|
Corporate EBITDA
|
(13,089
|
)
|
-
|
(13,089
|
)
|
(10,986
|
)
|
-
|
(10,986
|
)
|
||||||||||||||
|
Consolidated Adjusted EBITDA
|
$
|
116,117
|
$
|
6,929
|
$
|
109,188
|
$
|
1,340
|
$
|
3,286
|
$
|
(1,946
|
)
|
|||||||||||
|
Pursuit Adjusted EBITDA:
|
||||||||||||||||||||||||
|
Revenue
|
$
|
299,327
|
$
|
43,203
|
$
|
256,124
|
$
|
187,048
|
$
|
15,643
|
$
|
171,405
|
||||||||||||
|
Cost of services and products
|
(275,296
|
)
|
(49,954
|
)
|
(225,342
|
)
|
(182,439
|
)
|
(20,136
|
)
|
(162,303
|
)
|
||||||||||||
|
Segment operating income (loss)
|
24,031
|
(6,751
|
)
|
30,782
|
4,609
|
(4,493
|
)
|
9,102
|
||||||||||||||||
|
Depreciation
|
31,075
|
5,371
|
25,704
|
27,360
|
1,611
|
25,749
|
||||||||||||||||||
|
Amortization
|
5,021
|
1,746
|
3,275
|
5,108
|
1,424
|
3,684
|
||||||||||||||||||
|
Start-up costs (B)
|
2,169
|
2,169
|
-
|
4,744
|
4,744
|
-
|
||||||||||||||||||
|
Acquisition transaction-related costs
|
1,259
|
-
|
1,259
|
862
|
-
|
862
|
||||||||||||||||||
|
Integration costs
|
237
|
237
|
-
|
6
|
-
|
6
|
||||||||||||||||||
|
Remeasurement of finance lease obligation (C)
|
4,157
|
4,157
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
Adjusted EBITDA
|
$
|
67,949
|
$
|
6,929
|
$
|
61,020
|
$
|
42,689
|
$
|
3,286
|
$
|
39,403
|
||||||||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
(10,950
|
)
|
(4,365
|
)
|
(6,585
|
)
|
(7,585
|
)
|
(2,145
|
)
|
(5,440
|
)
|
||||||||||||
|
Adjusted EBITDA attributable to Viad
|
$
|
56,999
|
$
|
2,564
|
$
|
54,435
|
$
|
35,104
|
$
|
1,141
|
$
|
33,963
|
||||||||||||
|
Pursuit Operating margin
|
8.0
|
%
|
-15.6
|
%
|
12.0
|
%
|
2.5
|
%
|
-28.7
|
%
|
5.3
|
%
|
||||||||||||
|
Pursuit Adjusted EBITDA margin
|
22.7
|
%
|
16.0
|
%
|
23.8
|
%
|
22.8
|
%
|
21.0
|
%
|
23.0
|
%
|
||||||||||||
|
Total GES Adjusted EBITDA:
|
||||||||||||||||||||||||
|
Revenue
|
$
|
827,984
|
$
|
-
|
$
|
827,984
|
$
|
320,292
|
$
|
-
|
$
|
320,292
|
||||||||||||
|
Cost of services and products
|
(783,071
|
)
|
-
|
(783,071
|
)
|
(371,903
|
)
|
-
|
(371,903
|
)
|
||||||||||||||
|
Segment operating income (loss)
|
44,913
|
-
|
44,913
|
(51,611
|
)
|
-
|
(51,611
|
)
|
||||||||||||||||
|
Depreciation
|
11,914
|
-
|
11,914
|
16,319
|
-
|
16,319
|
||||||||||||||||||
|
Amortization
|
4,430
|
-
|
4,430
|
4,929
|
-
|
4,929
|
||||||||||||||||||
|
Total GES Adjusted EBITDA
|
$
|
61,257
|
$
|
-
|
$
|
61,257
|
$
|
(30,363
|
)
|
$
|
-
|
$
|
(30,363
|
)
|
||||||||||
|
Total GES Operating margin
|
5.4
|
%
|
5.4
|
%
|
-16.1
|
%
|
-16.1
|
%
|
||||||||||||||||
|
Total GES Adjusted EBITDA margin
|
7.4
|
%
|
7.4
|
%
|
-9.5
|
%
|
-9.5
|
%
|
||||||||||||||||
|
GES Adjusted EBITDA by Reportable Segment:
|
||||||||||||||||||||||||
|
Spiro
|
$
|
26,975
|
$
|
-
|
$
|
26,975
|
$
|
(4,279
|
)
|
$
|
-
|
$
|
(4,279
|
)
|
||||||||||
|
GES Exhibitions
|
34,282
|
-
|
34,282
|
(26,084
|
)
|
-
|
(26,084
|
)
|
||||||||||||||||
|
Total GES
|
$
|
61,257
|
$
|
-
|
$
|
61,257
|
$
|
(30,363
|
)
|
$
|
-
|
$
|
(30,363
|
)
|
||||||||||
|
Spiro Revenue
|
$
|
277,641
|
$
|
-
|
$
|
277,641
|
$
|
116,587
|
$
|
-
|
$
|
116,587
|
||||||||||||
|
Spiro Adjusted EBITDA Margin
|
9.7
|
%
|
9.7
|
%
|
-3.7
|
%
|
-3.7
|
%
|
||||||||||||||||
|
GES Exhibitions Revenue
|
$
|
557,880
|
$
|
-
|
$
|
557,880
|
$
|
209,529
|
$
|
-
|
$
|
209,529
|
||||||||||||
|
GES Exhibitions Adjusted EBITDA Margin
|
6.1
|
%
|
6.1
|
%
|
-12.4
|
%
|
-12.4
|
%
|
||||||||||||||||
|
(A) New Experiences comprises the following attractions and hotel properties that were opened or acquired after
January 1, 2021: Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 and opened June 2021), FlyOver Las Vegas (opened September 2021), Glacier Raft Company (acquired April 2022), and Forest Park Hotel (opened
August 2022) and costs related to the development of new experiences.
|
|
(B) Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and
Toronto, the Sky Lagoon in Iceland, the Golden Skybridge, and Forest Park Hotel in Canada.
|
|
(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) Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.
|
|
VIAD CORP AND SUBSIDIARIES
|
||||
|
TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)
|
||||
|
(UNAUDITED)
|
||||
|
The following table provides revenue and Adjusted EBITDA for the three months ended March 31, 2022, along with
reconciliations of Adjusted EBITDA to the nearest GAAP measure, net income attributable to Viad.
|
||||
|
2022
|
||||
|
($ in thousands)
|
First Quarter
|
|||
|
Viad Consolidated:
|
||||
|
Net loss attributable to Viad
|
$
|
(29,001
|
)
|
|
|
Net loss income attributable to noncontrolling interest
|
(1,204
|
)
|
||
|
Net loss attributable to redeemable noncontrolling interest
|
(138
|
)
|
||
|
Income from discontinued operations
|
(275
|
)
|
||
|
Net interest expense
|
5,877
|
|||
|
Income tax benefit
|
(2,582
|
)
|
||
|
Depreciation and amortization
|
13,279
|
|||
|
Restructuring charges
|
654
|
|||
|
Impairment charges
|
583
|
|||
|
Other expense
|
638
|
|||
|
Start-up costs (A)
|
431
|
|||
|
Acquisition transaction-related costs
|
418
|
|||
|
Other non-recurring expenses (B)
|
8
|
|||
|
Consolidated Adjusted EBITDA
|
$
|
(11,312
|
)
|
|
|
Consolidated Adjusted EBITDA by Business:
|
||||
|
Pursuit
|
$
|
(11,498
|
)
|
|
|
Total GES
|
2,720
|
|||
|
Total Segment EBITDA
|
(8,778
|
)
|
||
|
Corporate EBITDA
|
(2,534
|
)
|
||
|
Consolidated Adjusted EBITDA
|
$
|
(11,312
|
)
|
|
|
Pursuit Adjusted EBITDA:
|
||||
|
Revenue
|
$
|
23,784
|
||
|
Cost of services and products
|
(44,982
|
)
|
||
|
Segment operating loss
|
(21,198
|
)
|
||
|
Depreciation
|
7,782
|
|||
|
Amortization
|
1,179
|
|||
|
Start-up costs (A)
|
431
|
|||
|
Acquisition transaction-related costs
|
308
|
|||
|
Adjusted EBITDA
|
$
|
(11,498
|
)
|
|
|
Pursuit Operating margin
|
-89.1
|
%
|
||
|
Pursuit Adjusted EBITDA margin
|
-48.3
|
%
|
||
|
Total GES Adjusted EBITDA:
|
||||
|
Revenue
|
$
|
153,576
|
||
|
Cost of services and products
|
(155,170
|
)
|
||
|
Segment operating loss
|
(1,594
|
)
|
||
|
Depreciation
|
3,220
|
|||
|
Amortization
|
1,094
|
|||
|
Total GES Adjusted EBITDA
|
$
|
2,720
|
||
|
Total GES Operating margin
|
-1.0
|
%
|
||
|
Total GES Adjusted EBITDA margin
|
1.8
|
%
|
||
|
GES Adjusted EBITDA by Reportable Segment:
|
||||
|
Spiro
|
$
|
742
|
||
|
GES Exhibitions
|
1,978
|
|||
|
Total GES
|
$
|
2,720
|
||
|
Spiro Revenue
|
$
|
42,816
|
||
|
Spiro Adjusted EBITDA Margin
|
1.7
|
%
|
||
|
GES Exhibitions Revenue
|
$
|
111,831
|
||
|
GES Exhibitions Adjusted EBITDA Margin
|
1.8
|
%
|
||
|
(A) Includes costs related to the development of Pursuit's new FlyOver attractions in Chicago and Toronto, and Forest
Park Hotel in Canada.
|
||||
|
(B) Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.
|
||||
Exhibit 99.2
FOURTH QUARTER AND FULL YEAR 2022 EARNINGS CALL FEBRUARY 9, 2022
Forward-looking statements This presentation contains a number of forward-looking statements. Words,
and variations of words, such as “will,” “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. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, 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: general economic uncertainty in key global markets and a worsening of global economic
conditions; travel industry disruptions; seasonality of our businesses; the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow; our ability to anticipate and adjust for the impact of the COVID-19 pandemic
on our businesses; unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects; our exposure to labor shortages, turnover, and labor cost
increases; 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;
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. 2
NON-GAAP FINANCIAL MEASURES This document includes the presentation of “Adjusted EBITDA” and ”Income
(Loss) Before Other Items”, 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 should be considered in addition to, but not as a substitute 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 it does not consider a variety of items affecting Viad’s consolidated financial performance as explained 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 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,
acquisition-related costs, attraction start-up costs, restructuring charges, impairment charges, and the reduction/increase for income/loss attributable to non-redeemable and redeemable non-controlling interests. 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. Income (Loss) Before Other Items is defined by management as net income attributable to Viad before income (loss) from
discontinued operations, acquisition-related costs, attraction start-up costs, restructuring charges, impairment charges, other non-recurring expenses, and tax matters. Income (Loss) Before Other Items is considered a useful operating
metric, in addition to net income attributable to Viad, as potential variations arising from non-operational expenses/income are eliminated, thus resulting in an additional measure considered to be indicative of Viad’s performance.
3 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, acquisition-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.
Q4’22 HIGHLIGHTS 4
FINANCIAL PERFORMANCE
6 solid Q4’22 RESULTS IN LINE WITH GUIDANCE 6 Revenue grew 35.1% or $64.5 million driven by 46%
growth at Pursuit and 34% growth at GES Net loss attributable to Viad improved by $16.8 million primarily as a result of a gain on the sale of a non-core business within GES and higher Adjusted EBITDA Consolidated Adjusted EBITDA improved
by $1.8 million primarily due to stronger revenue at GES GES Adjusted EBITDA was above the high-end of guidance range on continued strengthening of live event activity and great execution Pursuit Adjusted EBITDA was below the low-end of
guidance range primarily due to higher than anticipated expenses in this seasonally slow quarter * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial
measure. (in millions) Q4’22 Q4’21 $ Change Revenue $ 248.0 $ 183.6 $ 64.5 Pursuit Revenue 34.1 23.4 10.8 GES Revenue 213.9 160.2 53.7 Net Loss Attributable to
Viad $ (5.7) $ (22.5) $ 16.8 Loss Before Other Items (25.5) (22.5) (3.0) Consolidated Adjusted EBITDA* $ (2.0) $ (3.8) $ 1.8 Pursuit Adjusted EBITDA* (11.3) (9.9) (1.4) GES
Adjusted EBITDA* 12.7 9.6 3.1 Corporate Adjusted EBITDA* (3.5) (3.6) 0.1
7 Pursuit Q4’22 RESULTS Year-over-year 7 New Experiences include: Forest Park Hotel (opened August
2022) Glacier Raft Co (acquired April 2022) FlyOver Las Vegas (opened September 2021) Golden Skybridge (acquired March 2021 and opened June 2021) Sky Lagoon (opened May 2021) (in millions) Q4’22 Q4’21 $
Change Revenue: Same Store $ 24.2 $ 18.3 $ 5.9 New Experiences 10.0 5.1 4.8 Total Pursuit $ 34.1 $ 23.4 $ 10.8
Adjusted EBITDA*: Same Store $ (12.0) $ (9.0) $ (3.0) New Experiences 0.8 (0.9) 1.6 Total Pursuit $ (11.3) $ (9.9) $
(1.4) * 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 Revenue of $34.1 million
increased 46% year-over-year, reaching a new record Adjusted EBITDA declined year-over-year primarily due to higher expenses incurred and Q4’21 wage subsidies that did not repeat in 2022 New experiences contributed favorably to both revenue
and adjusted EBITDA during the quarter
8 GES Q4’22 RESULTS Year-over-year 8 (in millions) Q4’22 Q4’21 $
Change Revenue: Spiro $ 72.1 $ 54.7 $ 17.4 GES Exhibitions 143.6 108.2 35.4 Inter-segment Elims (1.8) (2.7)
0.9 Total GES $ 213.9 $ 160.2 $ 53.7 Adjusted EBITDA*: Spiro $ 5.8 $ 6.4 $ (0.6) GES Exhibitions 6.9 3.2 3.7 Total GES $ 12.7 $
9.6 $ 3.1 * 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 Revenue grew 33.5%
year over year reflecting continued improvement in live event activity Spiro revenue grew 31.8% Exhibitions revenue grew 32.7% Adjusted EBITDA improved by $3.1 million reflecting higher revenue and staffing levels to support increased
business activity
9 9 Revenue more than doubled vs. 2021 GES delivered significant growth as live event activity
accelerated in 2022 Pursuit delivered strong same-store growth as well as incremental revenue from new experiences * 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 (in millions) FY’22 FY’21 $ Change Revenue $ 1,127.3 $ 507.3 $ 620.0 Net income attributable to Viad $
23.2 $ (92.7) $ 115.9 Income before other items 12.3 (81.6) 93.9 Consolidated Adjusted EBITDA* $ 116.1 $ 1.3 $ 114.8 2022 Full Year Performance was strong Viad Consolidated Pursuit (in
millions) FY’22 FY’21 $ Change Revenue: Same Store $ 256.1 $ 171.4 $ 84.7 New Experiences 43.2 15.6 27.6 Total Pursuit $
299.3 $ 187.0 $ 112.3 Adjusted EBITDA*: Same Store $ 61.0 $ 39.4 $ 21.6 New Experiences 6.9 3.3 3.6 Total Pursuit $
67.9 $ 42.7 $ 25.3 (in millions) FY’22 FY’21 $ Change Revenue: Spiro $ 277.6 $ 116.6 $ 161.1 GES Exhibitions 557.9 209.5
348.4 Inter-segment Elims (7.5) (5.8) (1.7) Total GES $ 828.0 $ 320.3 $ 507.7 Adjusted EBITDA*: Spiro $ 27.0 $ (4.3) $ 31.3 GES
Exhibitions 34.3 (26.1) 60.4 Total GES $ 61.3 $ (30.4) $ 91.6 GES 9
11 Pursuit delivered record FULL YEAR revenue FY’22 revenue of $299.3 million increased 60% year over
year and 34% from FY’19 $88.1 million was generated by new experiences acquired/opened from 2019 to present As compared to FY’19, we drove revenue growth of 5.5% from experiences owned/open prior to 2019 Pursuit Revenue (in
millions) Acquired/opened after 2020 Acquired/opened in 2019-2020 Owned/opened prior to 2019 New Experiences Acquired/Opened After 2020: Forest Park Hotel (opened August 2022) Glacier Raft Co (acquired April 2022) FlyOver Las Vegas
(opened September 2021) Sky Lagoon (opened May 2021) Golden Skybridge (acquired March 2021 / opened June 2021) New Experiences Acquired/Open in 2019-2020: Glacier Basecamp Lodge (acquired January 2020) Open Top Touring (opened September
2020) FlyOver Iceland (opened August 2019) West Glacier RV Park (opened July 2019) Mountain Park Lodges (acquired June 2019) Belton Chalet (acquired May 2019)
12 Pursuit attraction PERFORMANCE – FY Ticket revenue grew 88% vs. 2021 and 36% vs. 2019 driven by
Refresh Build Buy expansion of our attractions portfolio Same-store visitor counts were 15% below 2019 as visitation (especially group) from certain long haul destination markets has yet to recover Attraction margins are strong but below
2019 due to: Lower same-store visitation Newer attractions that have yet to fully ramp Note: New attractions include Glacier Raft Co (acquired April 2022), FlyOver Las Vegas (opened September 2021), Sky Lagoon (opened May 2021), Golden
Skybridge (acquired March 2021 / opened June 2021), Open Top Touring (opened September 2020), and FlyOver Iceland (opened August 2019). Same-store ETP is presented on a constant currency basis and excludes new attractions. Ticket Revenue ($
Millions) 2022 2019 2021 +36%
13 Pursuit attraction PERFORMANCE – Q4 Ticket revenue grew 54% vs. Q4’21 and 69% vs. Q4’19 New
year-round experiences continued to ramp during Q4 FlyOver Las Vegas visitation grew 21% vs. Q3’22 and 35% vs. Q4’21 Sky Lagoon visitation grew 61% vs. Q4’21 Same-store visitors improved significantly despite extreme weather conditions in
mid-December that hampered visitation Note: New attractions include Glacier Raft Co (acquired April 2022), FlyOver Las Vegas (opened September 2021), Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 / opened June 2021),
Open Top Touring (opened September 2020), and FlyOver Iceland (opened August 2019). Same-store ETP is presented on a constant currency basis and excludes new attractions. Our same-store year-round attractions include: Banff Gondola and
FlyOver Canada. Ticket Revenue ($ Millions) 2022 2019 2021 +69%
14 Pursuit LODGING PERFORMANCE – FY Rooms revenue grew 34% vs. 2021 and 31% vs. 2019 Same-Store
RevPAR and ADR up meaningfully vs. 2021 and 2019 from ongoing revenue management focus Occupancy increased vs. 2021 and nearly reached 2019 levels Rooms available increased 31% vs. 2019 with addition of new lodges Note: Same-store RevPAR
is presented on a constant currency basis and excludes: Forest Park Hotel (opened August 2022), Glacier Raft Co (acquired April 2022), Glacier Basecamp Lodge (acquired January 2020), West Glacier RV Park (opened July 2019), Mountain Park
Lodges (acquired June 2019), and Belton Chalet (acquired May 2019). Rooms Revenue ($ Millions) 2019 2021 2022 +31%
15 Pursuit LODGING PERFORMANCE – Q4 Rooms revenue grew 17% vs. Q4’21 and 31% vs. Q4’19 Occupancy and
ADR were both higher than 2021 and 2019, reflecting strong demand for our year-round lodges in this seasonally slower quarter Note: Same-store RevPAR is presented on a constant currency basis and excludes: Forest Park Hotel (opened August
2022), Glacier Raft Co (acquired April 2022), Glacier Basecamp Lodge (acquired January 2020), West Glacier RV Park (opened July 2019), Mountain Park Lodges (acquired June 2019), and Belton Chalet (acquired May 2019). Our same-store year-round
hotels include: Mount Royal Hotel, Elk+Avenue Hotel, and Grouse Mountain Lodge. Rooms Revenue ($ Millions) 2019 2021 2022 +31%
17 GES REVENUE reflects continued recovery and favorable show rotation GES Revenue (in
millions) FY’22 revenue of $828 million increased $508 million year-over-year Same-show revenue improved significantly from 2021 but remained below 2019 Positive show rotation revenue of ~$26 million vs. FY’21 and ~$32 million vs.
FY’19 Spiro GES Exhibitions Note: Total GES revenue is net of inter-segment eliminations Note: Show rotation refers to GES’ major non-annual shows.
18 SHOW SIZES REMAIN STRONG 18 GES continues to perform better than expected with strong customer
demand In Q4, GES Exhibitions’ same show revenue was over 90% of 2019 levels Additionally, Spiro continues to outperform our expectations with clients’ marketing spending closely approaching 2019 levels and the addition of new clients GES
US EXHIBITIONS SAME-SHOW REVENUE* VS. 2019 PRE-PANDEMIC OCCURRENCE * The US same show metric compares tradeshows that occurred in the same city for both occurrences and represented between 30% and 50% of the total exhibition revenue during
each of the last five quarters
19 Ges exhibitions IMPROVED COST STRUCTURE 19 GES Exhibitions FY Revenue
Flow-Through Transformation of GES’ cost structure during pandemic enabled strong profitability as business activity accelerated in 2022 GES Exhibitions delivered 20% flow through of incremental revenue to Adjusted EBITDA during 2022 Cost
structure achieved steady state run rate in 2H’22
20 FINANCIAL OUTLOOK
21 FINANCIAL OUTLOOK - pursuit 21 Pursuit Guidance ($millions) Guidance
($millions) Q1’23 FY’23 Adjusted EBITDA ($14) to ($11) vs. ($11.5) in Q1’22 $85 to $95 vs. $67.9 in FY’22 Revenue $28 to $32 vs. $23.8 in Q1’22 +10% to 15% vs. $299.3 in FY’22 Expect revenue growth in 2023 will be driven
by: Lifting of all COVID restrictions at the Canadian border Acceleration of new experiences Ongoing focus on improving the guest experience Anticipate FY margin expansion as visitation increases, the performance of newer experiences
improves, and pandemic-era cost pressures ease
22 FINANCIAL OUTLOOK - ges 22 Expect GES will mostly offset the headwinds of negative show rotation
revenue ($30M) and the sale of ON Services ($50M) in 2023 Exhibitions same show revenue expected to remain at ~90% of 2019 levels Spiro clients’ marketing spend expected to be similar to 2022, plus new client wins We intend to continue
investing in Spiro to fuel growth in 2023 and beyond by expanding capabilities and adding new services GES Guidance ($millions) Guidance ($millions) Q1’23 FY’23 Adjusted EBITDA $8 to $11 vs. $2.7 in Q1’22 $48 to $58 vs. $61.3 in
FY’22 Revenue $195 to $215 vs. $153.6 in Q1’22 down ~5% vs. $828 in FY’22
APPENDIX
24 Q4 AND FY REVENUE AND ADJUSTED EBITDA
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 25 Revenue has been adjusted in 2019 for immaterial errors related to the revenue recognition of GES’ Corporate Accounts’
third-party services, which are now reported on a net basis to reflect only the fees received for arranging these services. Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto,
the Sky Lagoon in Iceland, and the Golden Skybridge and Forest Park Hotel in Canada. Includes inventory write-offs at GES in connection with transitioning to an outsourced model for trade show aisle carpet. Includes non-capitalizable fees
and expenses related to Viad’s credit facility refinancing efforts. 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, acquisition-transaction-related costs and other non-recurring costs included within Corporate activities
expense.
26 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.
27 Pursuit key performance metrics 27
28 Cash Flow and Balance Sheet highlights 28 * Capacity available is equal to $100 million total
facility size less outstanding balance and letters of credit.