Overview and Basis of Presentation

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview and Basis of Presentation

Note 1. Overview and Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or United States Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. These financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022 (“2021 Form 10-K”).

The condensed consolidated financial statements include the accounts of Viad and its subsidiaries. We have eliminated all significant intercompany account balances and transactions in consolidation.

Nature of Business

We are a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events. During the first quarter of 2022, we rebranded GES’ brand experiences business and introduced Spiro to the market to accelerate our growth by servicing the changing needs of today’s brand marketers across a broader spectrum of their experiential marketing needs.

We operate through three reportable segments: Pursuit, Spiro, and GES Exhibitions as further described below. The Spiro and GES Exhibitions reportable segments are both live event businesses, and are collectively referred to as “GES.”

Pursuit

Pursuit is a collection of inspiring and unforgettable travel experiences that includes recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, FlyOver, and Sky Lagoon.

Spiro

Spiro is an experiential marketing agency that partners with leading brands around the world to manage and elevate their global experiential marketing activities. Spiro builds immersive experiences with its clients starting with the strategic plan, creating the content and design, and finishing with the delivery and execution. Spiro delivers a broad range of unique and impactful experiences for its clients, including meetings and events, exhibition and program management, environments and permanent installations, brand and product activations, and marketing and measurement.

GES Exhibitions

GES Exhibitions is a global exhibition services company with a legacy spanning over 90 years and teams throughout North America, Europe, and the Middle East. GES Exhibitions partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows, including strategy, creative & design, registration & engagement, accommodations, logistics & management, material handling, overhead sign hanging, graphics and other rental and labor services. GES Exhibitions also serves as an in-house or preferred provider of electrical and other event services within event venues, including convention centers and conference hotels.

Reclassifications

During the first quarter of 2022, we changed our segment reporting as a result of operational changes and how our chief operating decision maker (“CODM”) reviews the financial performance of GES and makes decisions regarding the allocation of resources. As a result, we changed the presentation of certain items in GES’ disaggregation of revenue and reportable segments. Refer to Note 2 – Revenue and Related Contract Costs and Contract Liabilities and Note 23 – Segment Information for additional information. We also

reclassified certain prior-year amounts to conform to current-period presentation. Such reclassifications had no impact on our results of operations or cash flows.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

Subsequent to the issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2022, we identified an error in the accounting for a finance lease at our Sky Lagoon attraction in Iceland relating to the foreign exchange remeasurement impact of the lease liability. The lease liability is recorded in Icelandic Króna, but is payable in U.S. dollars, and therefore should have been remeasured on a monthly basis. As a result, costs of services was understated by $5.0 million, the finance lease liability was understated by $5.4 million, and net income attributable to Viad was overstated by $2.0 million after accounting for taxes and the noncontrolling interests.

The following tables present the effect of this correction on selected line items of our previously issued financial statements:

Condensed Consolidated Balance Sheets

	September 30, 2022
(in thousands)	As Previously Reported			Adjustments			As Restated
Long-term debt and finance obligations	$	450,085		$	5,380		$	455,465
Other deferred items and liabilities	$	70,300		$	(992	)	$	69,308
Total liabilities	$	915,397		$	4,388		$	919,785
Accumulated deficit	$	(324,587	)	$	(2,024	)	$	(326,611	)
Accumulated other comprehensive loss	$	(61,010	)	$	(419	)	$	(61,429	)
Total Viad stockholders’ equity	$	7,759		$	(2,443	)	$	5,316
Non-redeemable noncontrolling interest	$	83,629		$	(1,945	)	$	81,684
Total stockholders’ equity	$	91,388		$	(4,388	)	$	87,000

Condensed Consolidated Statements of Operations

	Three Months Ended September 30, 2022
(in thousands, except per share data)	As Previously Reported			Adjustments			As Restated
Costs of services	$	246,472		$	4,961		$	251,433
Total costs and expenses	$	327,091		$	4,961		$	332,052
Income from continuing operations before income taxes	$	55,630		$	(4,961	)	$	50,669
Income tax expense	$	9,802		$	(992	)	$	8,810
Income from continuing operations	$	45,828		$	(3,969	)	$	41,859
Net income	$	45,786		$	(3,969	)	$	41,817
Net income attributable to non-redeemable noncontrolling interest	$	(5,729	)	$	1,945		$	(3,784	)
Net income attributable to Viad	$	40,145		$	(2,024	)	$	38,121
Diluted income per common share:
Continuing operations attributable to Viad common stockholders	$	1.38		$	(0.09	)	$	1.29
Net income attributable to Viad common stockholders	$	1.38		$	(0.09	)	$	1.29
Basic income per common share:
Continuing operations attributable to Viad common stockholders	$	1.40		$	(0.10	)	$	1.30
Net income attributable to Viad common stockholders	$	1.40		$	(0.10	)	$	1.30
Amounts attributable to Viad
Income from continuing operations	$	40,187		$	(2,024	)	$	38,163
Net income	$	40,145		$	(2,024	)	$	38,121

	Nine Months Ended September 30, 2022
(in thousands, except per share data)	As Previously Reported			Adjustments			As Restated
Costs of services	$	641,603		$	4,961		$	646,564
Total costs and expenses	$	833,385		$	4,961		$	838,346
Income from continuing operations before income taxes	$	45,899		$	(4,961	)	$	40,938
Income tax expense	$	10,579		$	(992	)	$	9,587
Income from continuing operations	$	35,320		$	(3,969	)	$	31,351
Net income	$	35,605		$	(3,969	)	$	31,636
Net income attributable to non-redeemable noncontrolling interest	$	(4,976	)	$	1,945		$	(3,031	)
Net income attributable to Viad	$	30,983		$	(2,024	)	$	28,959
Diluted income per common share:
Continuing operations attributable to Viad common stockholders	$	0.88		$	(0.10	)	$	0.78
Net income attributable to Viad common stockholders	$	0.89		$	(0.10	)	$	0.79
Basic income per common share:
Continuing operations attributable to Viad common stockholders	$	0.88		$	(0.09	)	$	0.79
Net income attributable to Viad common stockholders	$	0.89		$	(0.09	)	$	0.80
Amounts attributable to Viad
Income from continuing operations	$	30,698		$	(2,024	)	$	28,674
Net income	$	30,983		$	(2,024	)	$	28,959

Condensed Consolidated Statements of Comprehensive Income (Loss)

	Three Months Ended September 30, 2022
(in thousands)	As Previously Reported			Adjustments			As Restated
Net income	$	45,786		$	(3,969	)	$	41,817
Unrealized foreign currency translation adjustments	$	(26,427	)	$	(419	)	$	(26,846	)
Comprehensive income (loss)	$	19,870		$	(4,388	)	$	15,482
Comprehensive income attributable to non-redeemable noncontrolling interest	$	(5,729	)	$	1,945		$	(3,784	)
Comprehensive income (loss) attributable to Viad	$	9,173		$	(2,443	)	$	6,730

	Nine Months Ended September 30, 2022
(in thousands)	As Previously Reported			Adjustments			As Restated
Net income	$	35,605		$	(3,969	)	$	31,636
Unrealized foreign currency translation adjustments	$	(34,558	)	$	(419	)	$	(34,977	)
Comprehensive income (loss)	$	2,024		$	(4,388	)	$	(2,364	)
Comprehensive income attributable to non-redeemable noncontrolling interest	$	(4,976	)	$	1,945		$	(3,031	)
Comprehensive income (loss) attributable to Viad	$	(8,931	)	$	(2,443	)	$	(11,374	)

Condensed Consolidated Statements of Cash Flows

	September 30, 2022
(in thousands)	As Previously Reported		Adjustments			As Restated
Net income	$	35,605	$	(3,969	)	$	31,636
Deferred income taxes	$	346	$	(992	)	$	(646	)
Other non-cash items, net	$	6,933	$	4,961		$	11,894

Net cash provided by operating activities was not impacted by the error. In addition, footnote disclosures impacted by the error have also been restated.

Impact of COVID-19 and Macroeconomic Factors

The COVID-19 pandemic continues to impact the economies of countries in which we operate, including supply chain and labor challenges, and the ability of guests to travel from certain countries. However, during 2022 international tourism and live event activity have continued to improve and demand for our products and services remained strong. It is not currently possible to estimate the duration and severity of the COVID-19 pandemic or the adverse economic impact resulting from the preventative measures taken to contain or mitigate its outbreak, therefore no assurance can be given that an extended period of global economic disruption would not have a material adverse impact on our business, financial condition and results of operations in future periods.

During 2022, changes in macroeconomic facts and circumstances, particularly high inflation and the resulting rise in interest rates has increased our interest expense. The additional impacts of these macroeconomic developments on our operations cannot be predicted with certainty, but could have adverse effects on our business, financial condition, and results of operations in future periods.

Impact of Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements:

Standard	Description	Date of adoption	Effect on the financial statements
Standards Not Yet Adopted
Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers	Amendment relates to the application of Topic 805, Business Combinations, to contracts with a customer acquired in a business combination after the acquirer has adopted Topic 606. ASU 2021-08 requires contract assets and contract liabilities to be accounted for as if they (the acquirer) entered into the original contract at the same time and same date as the acquiree.	1/1/2023	We are currently evaluating the potential impact of the adoption of this new guidance on our consolidated financial statements. We do not expect this new guidance will have a material impact on our consolidated financial statements.
ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations	Amendment requires that a buyer in a supplier finance program disclose key terms about the program in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations.	1/1/2023	This new guidance will expand our disclosures within the scope of this new standard that are reflected in the financial statements as of the adoption date. It does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. We do not expect this new standard to have a material impact on our related disclosures.

Standard	Description	Date of adoption	Effect on the financial statements
Standards Recently Adopted
ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity	The amendment simplified the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. The amendment also required expanded disclosures about the terms and features of convertible instruments.	1/1/2022	The adoption of this new standard on January 1, 2022 did not have a material impact on our consolidated financial statements.
ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance	Amendment improves the transparency of disclosures about government assistance received by business entities by requiring annual disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements.	1/1/2022	We adopted this new standard on a prospective basis. This new guidance will be effective for our Annual Report on Form 10-K for the year ending December 31, 2022, whereby we will expand our disclosures within the scope of this new standard that are reflected in the financial statements as of the adoption date. We do not expect this new standard to have a material impact our consolidated financial statements or related disclosures.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill and intangible assets and long-lived assets; allowances for uncollectible accounts receivable; sales reserve allowances; provisions for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; sublease income associated with restructuring liabilities; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the redemption value of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents are highly-liquid investments with remaining maturities when purchased of three months or less. Cash and cash equivalents consist of cash and bank demand deposits and money market funds. Investments in money market funds are classified as available-for-sale and carried at fair value. Restricted cash represents collateral required for surety bonds, bank guarantees, letters of credit, and corporate credit cards.

Cash, cash equivalents, and restricted cash balances presented in the Condensed Consolidated Statements of Cash Flows consisted of the following:

	September 30,		December 31,
(in thousands)	2022		2021
Cash and cash equivalents	$	79,151	$	61,600
Restricted cash included in other current assets		5,049		2,703
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	84,200	$	64,303

Revenue Recognition

Revenue is measured based on a specified amount of consideration in a contract with a customer, net of commissions paid to customers and amounts collected on behalf of third parties. We recognize revenue when a performance obligation is satisfied by transferring control of a product or delivering the service to a customer.

Pursuit’s service revenue is derived through its admissions, accommodations, and transportation services. Product revenue is derived through food and beverage and retail sales. Revenue is recognized at the time services are performed or upon delivery of the product. Pursuit’s service revenue is recognized over time as the customer simultaneously receives and consumes the benefits, and product revenue is recognized at a point in time.

GES’ service revenue is primarily derived through its comprehensive range of marketing, event production, and other related services to event organizers and corporate brand marketers. GES’ service revenue is earned over time over the duration of the live event, which generally lasts one to three days. Revenue for goods and services provided for which we do not have control of the goods or services before that good or service is transferred to a customer is recorded on a net basis to reflect only the fees received for arranging these services. GES’ product revenue is derived from the build of exhibits, environments, and graphics and is recognized at a point in time upon delivery of the product.

Noncontrolling Interests – Non-redeemable and Redeemable

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. We report non-redeemable noncontrolling interest within stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of consolidated net income or loss attributable to Viad and the non-redeemable noncontrolling interest is presented in the Condensed Consolidated Statements of Operations.

We consider noncontrolling interests with redemption features that are not solely within our control to be redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to our 56.4% equity ownership interest in Esja Attractions ehf. (“Esja”), which owns the FlyOver Iceland attraction. The Esja shareholders agreement contains a put option that gives the minority Esja shareholders the right to sell (or “put”) their Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered mezzanine equity and we report it between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the Condensed Consolidated Statements of Operations and the accretion of the redemption value is recorded as an adjustment to accumulated deficit and is included in our income (loss) per share. Refer to Note 22 – Noncontrolling Interests – Redeemable and Non-redeemable for additional information.

Convertible Preferred Stock

We record shares of convertible preferred stock based on proceeds received net of costs on the date of issuance. Dividends paid-in-kind increase the redemption value of the preferred stock. Redeemable preferred stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

our control) is classified as mezzanine equity and is reported between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets.

Leases

We recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet and classify leases as either finance or operating leases. The classification of the lease determines whether we recognize the lease expense on an effective interest method basis (finance lease) or on a straight-line basis (operating lease) over the lease term. In determining whether an agreement contains a lease, we consider if we have a right to control the use of the underlying asset during the lease term in exchange for an obligation to make lease payments arising from the lease. We recognize ROU assets and lease liabilities at commencement date, which is when the underlying asset is available for use to a lessee, based on the present value of lease payments over the lease term.

Our operating and finance leases are primarily facility, equipment, and land leases. Our facility leases comprise mainly manufacturing facilities, sales and design facilities, offices, storage and/or warehouses, and truck marshaling yards for our GES business. These facility leases have lease terms ranging up to 24 years. Our equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and Iceland on which our Pursuit hotels or attractions are located and have lease terms ranging up to 46 years.

If a lease contains a renewal option that is reasonably certain to be exercised, then the lease term includes the optional periods in measuring a ROU asset and lease liability. We evaluate the reasonably certain threshold at lease commencement, and it is typically met if we identify substantial economic incentives or termination penalties. We do not include variable leases and variable non-lease components in the calculation of the ROU asset and corresponding lease liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay our lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. We expense these variable lease payments as incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, we utilize an incremental borrowing rate based on lease term and country in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a collateralized basis and is the expected rate at which we would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term and the country.

We are also a lessor to third party tenants who either lease certain portions of facilities that we own or sublease certain portions of facilities that we lease. We record lease income from owned facilities as rental income and we record sublease income from leased facilities as an offset to lease expense in the Condensed Consolidated Statements of Operations. We classify all of our leases for which we are the lessor as operating leases.