UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to____________
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. 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)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 5, 2024, there were
INDEX
In this report, for periods presented, “we,” “us,” “our,” “the Company,” and “Viad Corp” refer to Viad Corp and its subsidiaries.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VIAD CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, |
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December 31, |
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(in thousands, except share data) |
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2024 |
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2023 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowances of $ |
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Inventories |
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Current contract costs |
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Prepaid insurance |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Other investments and assets |
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Operating lease right-of-use assets |
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Deferred income taxes |
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Goodwill |
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Other intangible assets, net |
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Total Assets |
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$ |
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$ |
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Liabilities, Mezzanine Equity, and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Contract liabilities |
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Accrued compensation |
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Operating lease obligations |
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Other current liabilities |
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Current portion of debt and finance obligations |
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Total current liabilities |
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Long-term debt and finance obligations |
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Pension and postretirement benefits |
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Long-term operating lease obligations |
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Other deferred items and liabilities |
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Total liabilities |
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Convertible Series A Preferred Stock, $ |
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Redeemable noncontrolling interest |
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Stockholders’ equity |
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Viad Corp stockholders’ equity: |
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Common stock, $ |
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Additional capital |
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Accumulated deficit |
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( |
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Accumulated other comprehensive loss |
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( |
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Common stock in treasury, at cost, |
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( |
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( |
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Total Viad stockholders’ equity |
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Non-redeemable noncontrolling interest |
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Total stockholders’ equity |
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Total Liabilities, Mezzanine Equity, and Stockholders’ Equity |
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$ |
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$ |
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Refer to Notes to Condensed Consolidated Financial Statements.
1
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(in thousands, except per share data) |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue: |
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Services |
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$ |
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$ |
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$ |
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$ |
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Products |
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Total revenue |
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Costs and expenses: |
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Costs of services |
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Costs of products |
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Corporate activities |
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Gain on sale of ON Services |
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Interest expense, net |
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Other expense, net |
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Restructuring (recoveries) charges |
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( |
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Total costs and expenses |
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Income (loss) from continuing operations before income taxes |
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Income tax expense |
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Income (loss) from continuing operations |
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Income (loss) from discontinued operations |
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Net income (loss) |
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Net income attributable to non-redeemable noncontrolling |
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Net loss attributable to redeemable noncontrolling interest |
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Net income (loss) attributable to Viad |
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$ |
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$ |
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$ |
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$ |
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Diluted income (loss) per common share: |
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Continuing operations attributable to Viad common stockholders |
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$ |
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$ |
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$ |
( |
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$ |
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Discontinued operations attributable to Viad common stockholders |
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( |
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Net income (loss) attributable to Viad common stockholders |
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$ |
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$ |
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$ |
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$ |
( |
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Weighted-average outstanding and potentially dilutive common |
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Basic income (loss) per common share: |
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Continuing operations attributable to Viad common stockholders |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Discontinued operations attributable to Viad common stockholders |
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( |
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( |
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Net income (loss) attributable to Viad common stockholders |
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$ |
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$ |
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$ |
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$ |
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Weighted-average outstanding common shares |
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Amounts attributable to Viad |
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Income (loss) from continuing operations |
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$ |
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$ |
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$ |
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$ |
( |
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Income (loss) from discontinued operations |
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( |
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Net income (loss) attributable to Viad |
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$ |
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$ |
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$ |
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$ |
( |
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Refer to Notes to Condensed Consolidated Financial Statements.
2
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(in thousands) |
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2024 |
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2023 |
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2024 |
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2023 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
( |
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Other comprehensive income (loss): |
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Unrealized foreign currency translation adjustments |
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( |
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Change in fair value of interest rate cap |
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Change in net actuarial loss, net of tax (1) |
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Change in prior service cost, net of tax (1) |
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Comprehensive income (loss) |
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( |
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Non-redeemable noncontrolling interest: |
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Comprehensive income attributable to non-redeemable noncontrolling interest |
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( |
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( |
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( |
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Unrealized foreign currency translation adjustments |
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( |
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( |
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Redeemable noncontrolling interest: |
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Comprehensive loss attributable to redeemable noncontrolling interest |
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Comprehensive income (loss) attributable to Viad |
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$ |
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$ |
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$ |
( |
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$ |
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(1)
Refer to Notes to Condensed Consolidated Financial Statements.
3
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY
(Unaudited)
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Mezzanine Equity |
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(in thousands) |
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Common |
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Additional |
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Accumulated |
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Accumulated |
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Common |
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Total |
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Non-Redeemable |
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Total |
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Redeemable |
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Convertible |
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Balance, December 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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— |
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— |
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( |
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— |
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— |
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( |
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( |
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( |
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( |
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— |
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Dividends on convertible preferred stock |
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— |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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Capital contributions from noncontrolling interest |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Change in fair value of interest rate cap |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee benefit plans |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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Share-based compensation - equity awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized foreign currency translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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( |
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( |
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— |
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Amortization of net actuarial loss, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Amortization of prior service cost, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Other, net |
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— |
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( |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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Balance, March 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Dividends on convertible preferred stock |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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Distributions to noncontrolling interest |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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— |
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Change in fair value of interest rate cap |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee benefit plans |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation - equity awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized foreign currency translation adjustment |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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( |
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( |
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— |
|
|
Amortization of net actuarial loss, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Amortization of prior service cost, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Other, net |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
|
Balance, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|||||||
Refer to Notes to Condensed Consolidated Financial Statements.
4
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Equity |
|
|||||||||||||
(in thousands) |
|
Common |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Common |
|
|
Total |
|
|
Non-Redeemable |
|
|
Total |
|
|
|
Redeemable |
|
|
Convertible |
|
||||||||||
Balance, December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
|
|
— |
|
Dividends on convertible preferred stock |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate cap |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Payment of payroll taxes on stock-based compensation through shares withheld |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Employee benefit plans |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Share-based compensation - equity awards |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Unrealized foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Amortization of net actuarial loss, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Amortization of prior service cost, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other, net |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Balance, March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Dividends on convertible preferred stock |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Capital distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Change in fair value of interest rate cap |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Payment of payroll taxes on stock-based compensation through shares withheld |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
— |
|
|
|
— |
|
Employee benefit plans |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Share-based compensation - equity awards |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Unrealized foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Amortization of net actuarial loss, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Amortization of prior service cost, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Other, net |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Balance, June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|||||||
Refer to Notes to Condensed Consolidated Financial Statements.
5
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
( |
) |
|
(Income) loss from discontinued operations |
|
|
( |
) |
|
|
|
|
Restructuring (recoveries) charges |
|
|
( |
) |
|
|
|
|
Gains on dispositions of property and other assets |
|
|
( |
) |
|
|
( |
) |
Share-based compensation expense |
|
|
|
|
|
|
||
Other non-cash items, net |
|
|
|
|
|
|
||
Change in operating assets and liabilities: |
|
|
|
|
|
|
||
Receivables |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
( |
) |
|
|
( |
) |
Current contract costs |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Restructuring liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued compensation |
|
|
( |
) |
|
|
( |
) |
Contract liabilities |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
( |
) |
|
Other assets and liabilities, net |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Cash paid for acquisitions, net |
|
|
|
|
|
( |
) |
|
Proceeds from dispositions of property and other assets |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from borrowings |
|
|
|
|
|
|
||
Payments on debt and finance obligations |
|
|
( |
) |
|
|
( |
) |
Dividends paid on preferred stock |
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interest, net of contributions from noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Payments of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased |
|
|
( |
) |
|
|
( |
) |
Other financing activities |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
|
|
Net change in cash, cash equivalents, and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents, and restricted cash, beginning of year |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
Refer to Notes to Condensed Consolidated Financial Statements.
6
VIAD CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, 2023, filed with the SEC on March 1, 2024 (“2023 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 provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events.
We operate through
Pursuit
Pursuit is a collection of inspiring and unforgettable travel experiences that includes recreational attractions, 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.
GES Exhibitions
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.
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”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
|
Amendment expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. |
|
1/1/2025 |
|
This new guidance will expand our footnote disclosures within the scope of this new standard with no impacts to our consolidated financial statements. |
7
Standard |
|
Description |
|
Date of adoption |
|
Effect on the financial statements |
Standards Recently Adopted |
||||||
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
|
Amendment expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. |
|
1/1/2024 |
|
This new guidance will expand our footnote disclosures within the scope of this new standard with no impacts to our consolidated financial statements. The required disclosures are effective for annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025. |
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; allowance 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. These estimates and assumptions may change as a result of the impact of global economic conditions, global inflationary pressures, and volatility in foreign exchange rates. 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
Cash, cash equivalents, and restricted cash balances presented in the Condensed Consolidated Statements of Cash Flows consist of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|||
Cash, cash equivalents, and restricted cash shown in the statement of cash flows |
|
$ |
|
|
$ |
|
||
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.
8
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
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 Condensed Consolidated Balance Sheets 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
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 incremental borrowing 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.
9
Note 2. Revenue and Related Contract Costs and Contract Liabilities
Pursuit’s performance obligations are short-term in nature. They include the provision of a hotel room, an attraction admission, a chartered or ticketed bus or van ride, and/or the sale of food, beverage, or retail products. We recognize revenue when the service has been provided or the product has been delivered.
GES’ performance obligations consist of services or product(s) outlined in a contract. While we often sign multi-year contracts for recurring events, the obligations for each occurrence are well defined and conclude upon the occurrence of each event. The obligations are typically the provision of services and/or sale of a product in connection with a live event. 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. We recognize revenue for services generally at the close of the live event. We recognize revenue for products either upon delivery to the customer’s location, upon delivery to an event that we are serving, or when we have the right to invoice. In circumstances where a customer cancels a contract, we generally have the right to bill the customer for costs incurred to date.
Contract Liabilities
Pursuit and GES typically receive customer deposits prior to transferring the related product or service to the customer. We record these deposits as a contract liability, which are recognized as revenue upon satisfaction of the related contract performance obligation(s). GES also provides customer rebates and volume discounts to certain event organizers that we recognize as a reduction of revenue. We include customer deposits in “Contract liabilities” and “Other deferred items and liabilities” in the Condensed Consolidated Balance Sheets.
Changes to contract liabilities are as follows:
(in thousands) |
|
|
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Cash additions |
|
|
|
|
Revenue recognized |
|
|
( |
) |
Foreign exchange translation adjustment |
|
|
( |
) |
Balance at June 30, 2024 |
|
$ |
|
|
Contract Costs
GES capitalizes certain incremental costs incurred in obtaining and fulfilling contracts. Capitalized costs principally relate to direct costs of materials and services incurred in fulfilling services of future live events, and also include up-front incentives and commissions incurred upon contract signing. We expense costs associated with preliminary contract activities (i.e. proposal activities) as incurred.
Changes to contract costs are as follows:
(in thousands) |
|
|
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Additions |
|
|
|
|
Expenses |
|
|
( |
) |
Foreign exchange translation adjustment |
|
|
( |
) |
Balance at June 30, 2024 |
|
$ |
|
|
As of June 30, 2024, capitalized contract costs consisted of $
10
Disaggregation of Revenue
The following tables disaggregate Pursuit and GES revenue by major service and product lines, timing of revenue recognition, and markets served:
Pursuit
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Services: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ticket revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Rooms revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total services revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total products revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Services transferred over time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Products transferred at a point in time |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Banff Jasper Collection |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Alaska Collection |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Glacier Park Collection |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FlyOver |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sky Lagoon |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
GES
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Service lines: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spiro |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
GES Exhibitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intersegment eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Services transferred over time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Products transferred over time(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products transferred at a point in time |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Geographical markets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
EMEA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intersegment eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
Note 3. Share-Based Compensation
We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan, as amended (the “2017 Plan”). The 2017 Plan has a
The following table summarizes share-based compensation expense:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Performance-based restricted stock units |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted stock awards and restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation expense before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax benefit (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share-based compensation expense, net of income tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 4. Inventories
We state inventories, which consist primarily of exhibit design and construction materials and supplies, as well as retail inventory, at the lower of cost (first-in, first-out and specific identification methods) or net realizable value.
The components of inventories consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Finished goods |
|
|
|
|
|
|
||
Inventories |
|
$ |
|
|
$ |
|
||
Note 5. Other Current Assets
Other current assets consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Prepaid taxes |
|
$ |
|
|
$ |
|
||
Prepaid software maintenance |
|
|
|
|
|
|
||
Prepaid project deposit |
|
|
|
|
|
|
||
Prepaid vendor payments |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Prepaid other |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Other current assets |
|
$ |
|
|
$ |
|
||
12
Note 6. Property and Equipment, Net
Property and equipment consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Land and land interests |
|
$ |
|
|
$ |
|
||
Buildings and leasehold improvements |
|
|
|
|
|
|
||
Equipment and other |
|
|
|
|
|
|
||
Gross property and equipment |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net (excluding finance leases) |
|
|
|
|
|
|
||
Finance lease ROU assets, net |
|
|
|
|
|
|
||
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
Capitalized interest was
Note 7. Other Investments and Assets
Other investments and assets consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Self-insured excess liability receivable |
|
$ |
|
|
$ |
|
||
Other mutual funds |
|
|
|
|
|
|
||
Contract costs |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Other investments and assets |
|
$ |
|
|
$ |
|
||
Note 8. Goodwill and Other Intangible Assets, Net
The changes in the carrying amount of goodwill are as follows:
(in thousands) |
|
|
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Foreign currency translation adjustments |
|
|
( |
) |
Balance at June 30, 2024 |
|
$ |
|
|
Goodwill is tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. We use a discounted expected future cash flow methodology (income approach) to estimate the fair value of our reporting units for purposes of goodwill impairment testing. We do not believe there have been any significant changes to the outlook for the future years or to the risk profile of our reporting units that would indicate that goodwill impairment testing should have been performed as of June 30, 2024.
13
Other intangible assets consisted of the following:
|
|
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
(in thousands) |
|
Useful Life |
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Intangible assets subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer contracts and relationships |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Operating contracts and licenses |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
In-place lease |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Tradenames |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Other |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total amortized intangible assets |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Business licenses |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Other intangible assets, net |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Intangible asset amortization expense (excluding amortization expense of ROU assets) was $
At June 30, 2024, the estimated future amortization expense related to intangible assets subject to amortization is as follows:
(in thousands) |
|
|
|
|
Year ending December 31, |
|
|
|
|
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Note 9. Other Current Liabilities
Other current liabilities consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Continuing operations: |
|
|
|
|
|
|
||
Accommodation service deposits |
|
$ |
|
|
$ |
|
||
Accrued sales and use taxes and personal property taxes |
|
|
|
|
|
|
||
Foreign income taxes payable |
|
|
|
|
|
|
||
Commissions payable |
|
|
|
|
|
|
||
Self-insured liability |
|
|
|
|
|
|
||
Accrued employee benefit costs |
|
|
|
|
|
|
||
Accrued concession fees |
|
|
|
|
|
|
||
Accrued professional fees |
|
|
|
|
|
|
||
Current portion of pension and postretirement liabilities |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total continuing operations |
|
|
|
|
|
|
||
Discontinued operations: |
|
|
|
|
|
|
||
Self-insured liability |
|
|
|
|
|
|
||
Environmental remediation liabilities |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total discontinued operations |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
14
Note 10. Other Deferred Items and Liabilities
Other deferred items and liabilities consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Continuing operations: |
|
|
|
|
|
|
||
Foreign deferred tax liability |
|
$ |
|
|
$ |
|
||
Multi-employer pension plan withdrawal liability |
|
|
|
|
|
|
||
Self-insured excess liability |
|
|
|
|
|
|
||
Self-insured liability |
|
|
|
|
|
|
||
Accrued compensation |
|
|
|
|
|
|
||
Accrued restructuring |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total continuing operations |
|
|
|
|
|
|
||
Discontinued operations: |
|
|
|
|
|
|
||
Environmental remediation liabilities |
|
|
|
|
|
|
||
Self-insured liability |
|
|
|
|
|
|
||
Total discontinued operations |
|
|
|
|
|
|
||
Total other deferred items and liabilities |
|
$ |
|
|
$ |
|
||
Note 11. Debt and Finance Obligations
The components of debt and finance obligations consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands, except interest rates) |
|
2024 |
|
|
2023 |
|
||
Debt: |
|
|
|
|
|
|
||
2021 Credit Facility - Term Loan B |
|
$ |
|
|
$ |
|
||
2021 Credit Facility - Revolving Credit Facility - Viad Corp borrowings |
|
|
|
|
|
|
||
2021 Credit Facility - Revolving Credit Facility - Brewster, Inc. borrowings |
|
|
|
|
|
|
||
Jasper Term Loan |
|
|
|
|
|
|
||
Jasper Revolving Credit Facility |
|
|
|
|
|
|
||
FlyOver Iceland Credit Facility |
|
|
|
|
|
|
||
FlyOver Iceland Term Loans |
|
|
|
|
|
|
||
Less unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total debt |
|
|
|
|
|
|
||
Finance obligations: |
|
|
|
|
|
|
||
Finance lease obligations (2) |
|
|
|
|
|
|
||
Financing arrangements |
|
|
|
|
|
|
||
Total debt and finance obligations (3)(4) |
|
|
|
|
|
|
||
Current portion |
|
|
( |
) |
|
|
( |
) |
Long-term debt and finance obligations |
|
$ |
|
|
$ |
|
||
15
2021 Credit Facility
Effective July 30, 2021, we entered into a $
On October 6, 2023, we entered into the Third Amendment to the 2021 Credit Facility, which among other things, increased the principal amount of the Revolving Credit Facility by $
LIBOR Transition Amendment
On February 6, 2023, we entered into the LIBOR Transition Amendment to the 2021 Credit Facility to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) for U.S. dollar borrowings on our Term Loan B and Revolving Credit Facility. In accordance with the LIBOR replacement provisions outlined in the 2021 Credit Facility, additional credit spread adjustments apply to SOFR ranging from
CDOR Transition Amendment
On June 28, 2024, we entered into the Canadian Benchmark Replacement Conforming Changes Amendment (“CDOR Transition Amendment”) to the 2021 Credit Facility to replace the Canadian Dollar Offered Rate (“CDOR”) with the Canadian Overnight Repo Rate Average (“CORRA”) for Canadian dollar borrowings on our revolver. Additional credit spread adjustments apply to CORRA ranging from
Term Loan B
The Term Loan B has a maturity date of
As discussed in Note 12 – Derivative, we entered into an interest rate cap agreement that manages our exposure to interest rate increases on $
Revolving Credit Facility
The Revolving Credit Facility has a maturity date of
As of June 30, 2024, our total net leverage ratio was
Interest rates for U.S. dollar borrowings on our Revolving Credit Facility are based on SOFR (plus additional credit spread adjustments as detailed above under “LIBOR Transition Amendment”). We also have the option to borrow U.S. funds based on the “Base Rate”,
16
which for any day is the highest of the Fed Funds Rate plus
Interest rates for Canadian dollar borrowings on our Revolving Credit Facility are based on CORRA (plus additional credit spread adjustments as detailed above under “CDOR Transition Amendment”). We also have the option to borrow Canadian funds based on the “Canadian Prime Rate”, which for any day is the higher of the per annum rate of interest designated by Bank of America (acting through its Canada branch) from time to time as its prime rate for commercial loans made by it in Canada in Canadian dollars, and the CORRA Rate for a one-month Interest Period as of such day, plus
Credit spreads for borrowings on our Revolving Credit Facility are based on Viad’s total net leverage ratio and range from
The Revolving Credit Facility includes an undrawn fee ranging from
As of June 30, 2024, capacity remaining under the Revolving Credit Facility was $
In addition to U.S. dollar borrowings and Canadian dollar borrowings, we may also borrow funds on the Revolving Credit Facility in Pound Sterling based on the Sterling Overnight Index Average and Euros based on the Euro Interbank Offered Rate (“EURIBOR”), plus applicable credit spreads. No such borrowings had been made as of June 30, 2024.
Jasper Credit Facility
Effective May 16, 2023, Pursuit entered into a $
The Jasper Revolving Credit Facility carries financial covenants as follows:
As of June 30, 2024, both the pre-compensation and post-compensation fixed-charge coverage ratios were
Jasper Term Loan
The proceeds of the Jasper Term Loan reflect the outstanding balance under Pursuit’s prior Forest Park construction loan facility at the time it was converted to the Jasper Term Loan of $
Jasper Revolving Credit Facility
The proceeds of the Jasper Revolving Credit Facility are used to fund capital improvements. As of June 30, 2024, capacity remaining under the Jasper Revolving Credit Facility was $
FlyOver Iceland Credit Facility
Effective February 15, 2019, FlyOver Iceland ehf., (“FlyOver Iceland”) a wholly-owned subsidiary of Esja, entered into a credit agreement with a €
FlyOver Iceland entered into an addendum effective
On February 27, 2024, FlyOver Iceland reached an agreement to amend and extend the FlyOver Iceland Credit Facility, wherein the principal payments are deferred for six months beginning March 1, 2024, with equal quarterly principal payments due beginning September 1, 2024 and a maturity date of September 1, 2029. The amended terms also include a modification of the financial covenants
17
and an adjustment of the interest rate to three month EURIBOR plus
FlyOver Iceland Term Loans
During 2020, FlyOver Iceland entered into three term loans totaling ISK
Financing Arrangements
We entered into insurance premium financing arrangements with two financial intermediaries in order to finance certain of our insurance premium payments. The financing arrangements are payable within the next
Changes to our financing arrangements are as follows:
(in thousands) |
|
|
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Additions |
|
|
|
|
Payments |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
( |
) |
Balance at June 30, 2024 |
|
$ |
|
|
Note 12. Derivative
Interest Rate Cap
On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023. The interest rate cap manages our exposure to interest rate increases on $
We designated the interest rate cap as a cash flow hedge designed to hedge the variability of the SOFR-based interest payments on our 2021 Credit Facility. The interest rate cap is recorded in the Condensed Consolidated Balance Sheets at fair value. The fair value is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate cap including the price of the cap and the period to maturity. While there are no quoted prices in active markets, our calculation uses observable market-based inputs, including interest rate curves. The interest rate cap is classified as Level 2 within the fair value hierarchy. Refer to Note 13 – Fair Value Measurements for the related fair value disclosures.
18
The fair value of the interest rate cap is as follows:
|
|
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
Classification |
|
2024 |
|
|
2023 |
|
||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
||
Interest rate cap - short-term |
|
|
$ |
|
|
$ |
|
|||
Interest rate cap - long-term |
|
|
|
|
|
|
|
|||
|
|
|
$ |
|
|
$ |
|
|||
Changes in the fair value of the interest rate cap are recorded in “Accumulated other comprehensive income (loss)” (“AOCI”). Amounts accumulated in AOCI are reclassified to “Interest expense, net” in the Condensed Consolidated Statements of Operations when the hedged item affects earnings. We reclassified to interest expense, net, approximately $
Note 13. Fair Value Measurements
The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.
The fair value of assets and liabilities measured at fair value on a recurring basis are as follows:
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
(in thousands) |
|
June 30, 2024 |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other mutual funds (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets at fair value on a recurring basis |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate cap (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities at fair value on a recurring basis |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
Fair Value Measurements at Reporting Date Using |
|
||||||||||
(in thousands) |
|
December 31, 2023 |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other mutual funds (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets at fair value on a recurring basis |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate cap (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities at fair value on a recurring basis |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments. Refer to Note 11 – Debt and Finance Obligations for the estimated fair value of debt obligations.
Note 14. Income (Loss) Per Share
The components of basic and diluted loss per share are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income (loss) attributable to Viad |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Less: Allocation to participating securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Convertible preferred stock dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) allocated to Viad common stockholders (basic) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Add: Allocation to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) allocated to Viad common stockholders (diluted) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average outstanding common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additional dilutive shares related to share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted-average outstanding shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) attributable to Viad common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted income (loss) attributable to Viad common stockholders (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
(1)
Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or if-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than the participating securities. The if-converted method uses net income (loss) available to common stockholders and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock. We apply the two-class method in calculating income (loss) per common share as unvested share-based payment awards that contain nonforfeitable rights to dividends and convertible preferred stock are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) per share. The adjustment to the carrying value of the redeemable noncontrolling interest is reflected in income (loss) per common share.
We excluded the following weighted-average potential common shares from the calculations of diluted net income (loss) per common share during the applicable periods because their inclusion would have been anti-dilutive:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|||||||||
|
|
June 30, |
|
|
June 30, |
|
|||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
2023 |
|
||||
Convertible preferred stock |
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested restricted share-based awards |
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested performance share-based awards |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
||||
20
Note 15. Common and Preferred Stock
Convertible Series A Preferred Stock
On August 5, 2020, we entered into an investment agreement with funds managed by private equity firm Crestview Partners (the “Investment Agreement”), relating to the issuance of
The Convertible Series A Preferred Stock carries a
Holders of the Convertible Series A Preferred Stock are entitled to vote with holders of Viad’s common stock on an as-converted basis.
Common Stock Repurchases
Our Board of Directors previously authorized us to repurchase shares of our common stock from time to time at prevailing market prices. In March 2020, our Board of Directors suspended our share repurchase program. As of June 30, 2024,
Note 16. Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component are as follows:
(in thousands) |
|
Cumulative |
|
|
Unrecognized Net Actuarial Loss and Prior Service Credit, Net |
|
|
Unrealized Gain (Loss) on Interest Rate Cap |
|
|
Accumulated |
|
||||
Balance at December 31, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from AOCI, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net other comprehensive income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at June 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(in thousands) |
|
Cumulative |
|
|
Unrecognized Net Actuarial Loss and Prior Service Credit, Net |
|
|
Unrealized Gain (Loss) on Interest Rate Cap |
|
|
Accumulated |
|
||||
Balance at December 31, 2022 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from AOCI, net of tax |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at June 30, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Amounts reclassified from AOCI that relate to our defined benefit pension and postretirement plans include the amortization of prior service costs and actuarial net losses recognized during each period presented. We recorded these costs as components of net periodic cost for each period presented. Refer to Note 18 – Pension and Postretirement Benefits for additional information.
Note 17. Income Taxes
The effective tax rate was
21
The income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The amount and change of pre-tax income and loss recognized between jurisdictions impacted the reported effective tax rate for the six months ended June 30, 2024 as we do not recognize a tax benefit primarily on losses in the United States where we have a valuation allowance, while recognizing tax expense in Canada, Netherlands, the Middle East, the United Kingdom, and Iceland. We included in the annualized effective rate a $
The effective tax rate for the six months ended June 30, 2023 was further impacted by the release of a valuation allowance of $
We paid net cash for income taxes of $
Note 18. Pension and Postretirement Benefits
The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended June 30, 2024 and 2023 consist of the following:
|
|
Domestic Plans |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Pension Plans |
|
|
Postretirement Benefit Plans |
|
|
Foreign Pension Plans |
|
|||||||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized net actuarial loss (gain) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Settlement cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The components of net periodic benefit cost of our pension and postretirement benefit plans for the six months ended June 30, 2024 and 2023 consist of the following:
|
|
Domestic Plans |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Pension Plans |
|
|
Postretirement Benefit Plans |
|
|
Foreign Pension Plans |
|
|||||||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized net actuarial loss (gain) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Settlement cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
We expect to contribute $
22
Note 19. Restructuring Charges (Recoveries)
GES
As part of our efforts to drive efficiencies and simplify our business operations, we took certain restructuring actions designed to simplify and transform GES for greater profitability. These initiatives resulted in restructuring charges related to the elimination of certain positions and continuing to reduce our facility footprint at GES.
Changes to the restructuring liability by major restructuring activity are as follows:
|
|
GES |
|
|
Other Restructurings |
|
|
|
|
|||||||
(in thousands) |
|
Severance & |
|
|
Facilities |
|
|
Severance & |
|
|
Total |
|
||||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restructuring (recoveries) charges (1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Adjustment to liability |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
As of June 30, 2024, $
Note 20. Leases and Other
The balance sheet presentation of our operating and finance leases is as follows:
|
|
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
Classification on the Condensed Consolidated Balance Sheet |
|
2024 |
|
|
2023 |
|
||
Assets: |
|
|
|
|
|
|
|
|
||
Operating lease ROU assets |
|
|
$ |
|
|
$ |
|
|||
Finance lease ROU assets |
|
|
|
|
|
|
|
|||
Total lease ROU assets |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
|
|
||
Current: |
|
|
|
|
|
|
|
|
||
Operating lease obligations |
|
|
$ |
|
|
$ |
|
|||
Finance lease obligations |
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
||
Operating lease obligations |
|
|
|
|
|
|
|
|||
Finance lease obligations |
|
|
|
|
|
|
|
|||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
||
The components of lease expense consisted of the following:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of ROU assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
23
Other information related to operating and finance leases are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating cash flows from finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ROU assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance leases(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
|
|
|
2024 |
|
|
2023 |
|
||
Weighted-average remaining lease term (years): |
|
|
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
|
|
|
|
||
Weighted-average discount rate: |
|
|
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
% |
|
|
% |
||
Finance leases |
|
|
|
|
|
|
% |
|
|
% |
||
As of June 30, 2024, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, are as follows:
(in thousands) |
|
Operating Leases |
|
|
Finance Leases |
|
|
Total |
|
|||
Remainder of 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total future lease payments |
|
|
|
|
|
|
|
|
|
|||
Less: Amount representing interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Present value of minimum lease payments |
|
|
|
|
|
|
|
|
|
|||
Current portion |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Long-term portion |
|
$ |
|
|
$ |
|
|
$ |
|
|||
As of June 30, 2024, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that we own, are as follows:
(in thousands) |
|
|
|
|
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total minimum rents |
|
$ |
|
|
Lease Not Yet Commenced
As of June 30, 2024,
24
Note 21. Litigation, Claims, Contingencies, and Other
We are plaintiffs or defendants in various actions, proceedings, and pending claims, some of which involve, or may involve, compensatory, punitive, or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings, or claims could be decided against us. Although the amount of liability as of June 30, 2024 with respect to unresolved legal matters is not ascertainable, we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our business, financial position, or results of operations.
On July 18, 2020, an off-road Ice Explorer operated by our Pursuit business was involved in an accident while enroute to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. We immediately reported the accident to our relevant insurance carriers, who have supported our investigation and subsequent claims relating to the accident. In May 2023, we resolved charges from the Canadian office of Occupational Health and Safety in relation to this accident, resulting in fines and related payments in an aggregate amount of $
We are subject to various United States federal, state, and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which we have or had operations. If we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and we could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, we also face exposure to actual or potential claims and lawsuits involving environmental matters relating to our past operations. As of June 30, 2024, we had recorded environmental remediation liabilities of $
As of June 30, 2024, on behalf of our subsidiaries, we had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities and equipment leases entered into by our subsidiary operations. We would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that we would be required to make under all guarantees existing as of June 30, 2024 would be approximately $
A significant number of our employees are unionized and we are a party to approximately
We are self-insured up to certain limits for workers’ compensation and general liabilities, which includes automobile, product general liability, and client property loss claims. The aggregate amount of insurance liabilities (up to our retention limit) related to our continuing operations was $
In addition, as of June 30, 2024, we have recorded insurance liabilities of $
25
Note 22. Noncontrolling Interests – Redeemable and Non-redeemable
Redeemable noncontrolling interest
On November 3, 2017, we acquired the controlling interest (
The minority Esja shareholders have the right to sell (or “put”) their Esja shares to us based on a multiple of 5.0x EBITDA as calculated on the trailing
The noncontrolling interest’s carrying value is determined by the fair value of the noncontrolling interest as of the acquisition date and the noncontrolling interest’s share of the subsequent net income or loss. This value is benchmarked against the redemption value of the sellers’ put option. The carrying value is adjusted to the redemption value, provided that it does not fall below the initial carrying value, as determined by the purchase price allocation. We have made a policy election to reflect any changes caused by such an adjustment to retained earnings (accumulated deficit), rather than to current earnings (loss).
Changes in the redeemable noncontrolling interest are as follows:
(in thousands) |
|
|
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Net loss attributable to redeemable noncontrolling interest |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
( |
) |
Balance at June 30, 2024 |
|
$ |
|
|
Non-redeemable noncontrolling interest
Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. Our non-redeemable noncontrolling interest relates to the equity ownership interest that we do not own.
Changes in the non-redeemable noncontrolling interest are as follows:
(in thousands) |
Glacier Park Inc. |
|
|
Brewster (1) |
|
|
Sky Lagoon |
|
|
Total |
|
||||
Balance at December 31, 2023 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income (loss) attributable to non-redeemable noncontrolling interest |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Contributions (distributions) from/to non-controlling interests |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Foreign currency translation adjustments |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2024 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equity ownership interest that we do not own |
|
% |
|
|
% |
|
|
% |
|
|
|
||||
Note 23. Segment Information
An operating segment is defined as a component of an enterprise that engages in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer.
We measure the profit and performance of our operations on the basis of segment operating income (loss), which excludes restructuring charges, impairment charges, and certain other corporate expenses that are not allocated to the reportable segments. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations.
26
Our reportable segments, with reconciliations to consolidated totals, are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pursuit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
GES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spiro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GES Exhibitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GES intersegment eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total GES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pursuit |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
GES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spiro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GES Exhibitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total GES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate eliminations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain on sale of ON Services |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Restructuring (charges) recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pursuit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Spiro |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
GES Exhibitions |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income (loss) from continuing operations before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Additional information of our reportable segments is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pursuit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spiro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GES Exhibitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pursuit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spiro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GES Exhibitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pursuit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spiro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GES Exhibitions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
27
We do not report total assets by segment because this is not a metric used to allocate resources or evaluate segment performance by our CODM.
Note 24. Subsequent Events
Jasper Wildfires
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. The Municipality of Jasper reported that about
We are currently working with our insurance carriers to determine the extent of potential recoveries from our policies. Assessment of the full value of the loss is ongoing.
Jasper SkyTram
On June 26, 2024, we entered into an agreement to acquire the Jasper SkyTram attraction in Jasper National Park. All conditions precedent to the closing of the Jasper SkyTram acquisition have yet to be satisfied and have been delayed to an unknown extent by the Jasper wildfires as noted above.
FlyOver Canada Toronto
During July 2019, we executed a facility lease with the intent of building a new FlyOver attraction, FlyOver Canada Toronto, at the base of the CN Tower in Toronto’s Entertainment District. We did not have control of the underlying assets and accordingly, we did not record the lease liability or ROU asset on our Condensed Consolidated Balance Sheets. Effective August 6, 2024, this facility lease was terminated.
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as “aim,” “anticipate,” “believe,” “could,” “deliver,” “estimate,” “expect,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “seek,” “target,” “will,” 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:
For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to Item 1A – Risk Factors of our 2023 Form 10-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement except as required by applicable law or regulation.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our 2023 Form 10-K and the condensed consolidated financial statements and related notes included in this Form 10-Q. The MD&A is intended to assist in understanding our financial condition and results of operations.
Overview
We are a leading provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events. We operate through three reportable segments: Pursuit, Spiro, and GES Exhibitions. Spiro and GES Exhibitions are both live event businesses, and are referred to collectively as “GES.”
29
Recent Developments
Jasper Wildfires
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. The Municipality of Jasper reported that about 70% of the town, including homes, businesses, and hotels were untouched by fire. All of Pursuit’s hotels and attractions in the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruise were not reached by the wildfire and remain intact. Our known property losses have been limited to the Maligne Canyon Wilderness Kitchen, a restaurant and retail operation located about three miles outside the town of Jasper. The majority of the park, including the town of Jasper, remains closed as authorities continue work to control the fire and restore critical services to the Jasper townsite. Parks Canada communicated that they anticipate re-opening visitor services within Jasper National Park on September 3, 2024.
We are currently working with our insurance carriers to determine the extent of potential recoveries from our policies. Assessment of the full value of the loss is ongoing.
Jasper SkyTram
On June 26, 2024, we entered into an agreement to acquire the Jasper SkyTram attraction in Jasper National Park. All conditions precedent to the closing of the Jasper SkyTram acquisition have yet to be satisfied and have been delayed to an unknown extent by the Jasper wildfires as noted above.
Seasonality
Pursuit’s peak activity occurs during the summer months. During 2023, 79% of Pursuit’s revenue was earned in the second and third quarters.
GES’ live event activity can vary significantly from quarter to quarter and year to year depending on the frequency and timing of shows. Some shows are not held annually and some shift between quarters.
Results of Operations
Financial Highlights
|
|
Three Months Ended |
|
|
|
|
Six Months Ended |
|
|
|
|
|||||||||||
|
|
June 30, |
|
|
|
|
June 30, |
|
|
|
|
|||||||||||
(in thousands, except per share data) |
|
2024 |
|
|
2023 |
|
|
% |
|
2024 |
|
|
2023 |
|
|
% |
|
|||||
Total revenue |
|
$ |
378,538 |
|
|
$ |
320,311 |
|
|
18.2% |
|
$ |
652,035 |
|
|
$ |
581,102 |
|
|
|
12.2 |
% |
Net income (loss) attributable to Viad |
|
$ |
29,311 |
|
|
$ |
10,961 |
|
|
** |
|
$ |
4,194 |
|
|
$ |
(9,908 |
) |
|
** |
|
|
Diluted income (loss) per common share from continuing operations attributable to Viad common stockholders |
|
$ |
0.93 |
|
|
$ |
0.34 |
|
|
** |
|
$ |
(0.03 |
) |
|
$ |
(0.65 |
) |
|
|
95.4 |
% |
**Change is greater than +/- 100%.
Three months ended June 30, 2024 compared with the three months ended June 30, 2023
Six months ended June 30, 2024 compared with the six months ended June 30, 2023
30
Analysis of Revenue and Operating Results by Reportable Segment
Pursuit
The following table presents a comparison of Pursuit’s reported revenue and segment operating income (loss) for the three and six months ended June 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
|
|
|
Six Months Ended |
|
|
|
|
||||||||||||
|
|
June 30, |
|
|
|
|
|
June 30, |
|
|
|
|
||||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
% |
|
|
2024 |
|
|
2023 |
|
|
% |
|
||||||
Revenue(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pursuit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Attractions |
|
$ |
56,421 |
|
|
$ |
48,026 |
|
|
|
17.5 |
% |
|
$ |
79,401 |
|
|
$ |
67,030 |
|
|
|
18.5 |
% |
Hospitality |
|
|
40,547 |
|
|
|
36,436 |
|
|
|
11.3 |
% |
|
|
52,127 |
|
|
|
47,639 |
|
|
|
9.4 |
% |
Transportation |
|
|
3,381 |
|
|
|
3,441 |
|
|
|
(1.7 |
)% |
|
|
5,309 |
|
|
|
5,414 |
|
|
|
(1.9 |
)% |
Other |
|
|
852 |
|
|
|
571 |
|
|
|
49.2 |
% |
|
|
1,595 |
|
|
|
1,054 |
|
|
|
51.3 |
% |
Total Pursuit |
|
$ |
101,201 |
|
|
$ |
88,474 |
|
|
|
14.4 |
% |
|
$ |
138,432 |
|
|
$ |
121,137 |
|
|
|
14.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Pursuit |
|
$ |
12,638 |
|
|
$ |
9,811 |
|
|
|
28.8 |
% |
|
$ |
(11,193 |
) |
|
$ |
(9,301 |
) |
|
|
(20.3 |
)% |
Three months ended June 30, 2024 compared with the three months ended June 30, 2023
Pursuit revenue increased $12.7 million driven primarily by an increase in attractions revenue of $8.4 million due to a 15.3% increase in the number of visitors as well as higher revenue per attraction visitor of 1.9%. FlyOver Chicago opened on March 1, 2024 and contributed revenue of $2.3 million. Hospitality revenue increased $4.1 million primarily due to a 10.6% increase in revenue per available room.
Pursuit segment operating income increased $2.8 million from the prior year period primarily due to increased revenue, offset in part by an increase in operating costs to support higher business volume during the three months ended June 30, 2024.
Six months ended June 30, 2024 compared with the six months ended June 30, 2023
Pursuit revenue increased $17.3 million driven primarily by an increase in attractions revenue of $12.4 million due to a 13.8% increase in the number of visitors as well as higher revenue per attraction visitor of 4.1%. Our Sky Lagoon attraction in Iceland had particularly strong demand with increased revenue of $5.1 million. FlyOver Chicago contributed revenue of $3.1 million during its first four months of operations.
Pursuit segment operating loss increased $1.9 million from the prior year period primarily due an increase in operating costs to support higher business volume during the six months ended June 30, 2024, as well as start-up costs to open the new FlyOver Chicago attraction, offset in part by the increase in revenue.
Performance Measures
We use the following key business metrics to evaluate the performance of Pursuit’s attractions business:
31
We use the following key business metrics, common in the hospitality industry, to evaluate Pursuit’s hospitality business:
The following table provides Pursuit’s key performance indicators:
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
|
% Change |
|
|||||||||||||||||||||||||||
|
|
As |
|
|
New Experiences(1) |
|
|
Same-Store(2) |
|
|
As |
|
|
New Experiences(1) |
|
|
FX Impact(3) |
|
|
Same-Store(2) |
|
|
As |
|
|
Same-Store(2) |
|
|||||||||
Attractions Key Performance Indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of visitors |
|
|
1,054,378 |
|
|
|
101,602 |
|
|
|
952,776 |
|
|
|
914,317 |
|
|
|
— |
|
|
|
— |
|
|
|
914,317 |
|
|
|
15.3 |
% |
|
|
4.2 |
% |
Ticket revenue (in thousands) |
|
$ |
43,707 |
|
|
$ |
2,141 |
|
|
$ |
41,566 |
|
|
$ |
36,543 |
|
|
$ |
— |
|
|
$ |
578 |
|
|
$ |
35,965 |
|
|
|
19.6 |
% |
|
|
15.6 |
% |
Effective ticket price |
|
$ |
41.45 |
|
|
$ |
21.08 |
|
|
$ |
43.63 |
|
|
$ |
39.97 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
39.34 |
|
|
|
3.7 |
% |
|
|
10.9 |
% |
Attractions revenue (in thousands) |
|
$ |
56,421 |
|
|
$ |
2,345 |
|
|
$ |
54,076 |
|
|
$ |
48,026 |
|
|
$ |
— |
|
|
$ |
779 |
|
|
$ |
47,247 |
|
|
|
17.5 |
% |
|
|
14.5 |
% |
Revenue per attraction visitor |
|
$ |
53.51 |
|
|
$ |
23.08 |
|
|
$ |
56.76 |
|
|
$ |
52.53 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
51.67 |
|
|
|
1.9 |
% |
|
|
9.8 |
% |
Hospitality Key Performance Indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Room nights available |
|
|
164,228 |
|
|
|
— |
|
|
|
164,228 |
|
|
|
163,344 |
|
|
|
— |
|
|
|
— |
|
|
|
163,344 |
|
|
|
0.5 |
% |
|
|
0.5 |
% |
Rooms revenue (in thousands) |
|
$ |
24,578 |
|
|
$ |
— |
|
|
$ |
24,578 |
|
|
$ |
22,106 |
|
|
$ |
— |
|
|
$ |
295 |
|
|
$ |
21,811 |
|
|
|
11.2 |
% |
|
|
12.7 |
% |
RevPAR |
|
$ |
149.66 |
|
|
$ |
— |
|
|
$ |
149.66 |
|
|
$ |
135.33 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
133.53 |
|
|
|
10.6 |
% |
|
|
12.1 |
% |
Occupancy |
|
|
69.3 |
% |
|
|
— |
|
|
|
69.3 |
% |
|
|
68.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
68.0 |
% |
|
|
1.3 |
% |
|
|
1.3 |
% |
ADR |
|
$ |
216.10 |
|
|
$ |
— |
|
|
$ |
216.10 |
|
|
$ |
199.13 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
196.47 |
|
|
|
8.5 |
% |
|
|
10.0 |
% |
Hospitality revenue (in thousands) |
|
$ |
40,547 |
|
|
$ |
— |
|
|
$ |
40,547 |
|
|
$ |
36,436 |
|
|
$ |
— |
|
|
$ |
386 |
|
|
$ |
36,050 |
|
|
|
11.3 |
% |
|
|
12.5 |
% |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
|
% Change |
|
|||||||||||||||||||||||||||
|
|
As |
|
|
New Experiences(1) |
|
|
Same-Store(2) |
|
|
As |
|
|
New Experiences(1) |
|
|
FX Impact(3) |
|
|
Same-Store(2) |
|
|
As |
|
|
Same-Store(2) |
|
|||||||||
Attractions Key Performance Indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of visitors |
|
|
1,506,186 |
|
|
|
137,262 |
|
|
|
1,368,924 |
|
|
|
1,323,453 |
|
|
|
— |
|
|
|
— |
|
|
|
1,323,453 |
|
|
|
13.8 |
% |
|
|
3.4 |
% |
Ticket revenue (in thousands) |
|
$ |
61,512 |
|
|
$ |
2,809 |
|
|
$ |
58,703 |
|
|
$ |
50,804 |
|
|
$ |
— |
|
|
$ |
325 |
|
|
$ |
50,479 |
|
|
|
21.1 |
% |
|
|
16.3 |
% |
Effective ticket price |
|
$ |
40.84 |
|
|
$ |
20.46 |
|
|
$ |
42.88 |
|
|
$ |
38.39 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
38.14 |
|
|
|
6.4 |
% |
|
|
12.4 |
% |
Attractions revenue (in thousands) |
|
$ |
79,401 |
|
|
$ |
3,106 |
|
|
$ |
76,295 |
|
|
$ |
67,030 |
|
|
$ |
— |
|
|
$ |
456 |
|
|
$ |
66,574 |
|
|
|
18.5 |
% |
|
|
14.6 |
% |
Revenue per attraction visitor |
|
$ |
52.72 |
|
|
$ |
22.63 |
|
|
$ |
55.73 |
|
|
$ |
50.65 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
50.30 |
|
|
|
4.1 |
% |
|
|
10.8 |
% |
Hospitality Key Performance Indicators: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Room nights available |
|
|
281,538 |
|
|
|
— |
|
|
|
281,538 |
|
|
|
278,765 |
|
|
|
— |
|
|
|
— |
|
|
|
278,765 |
|
|
|
1.0 |
% |
|
|
1.0 |
% |
Rooms revenue (in thousands) |
|
$ |
32,182 |
|
|
$ |
— |
|
|
$ |
32,182 |
|
|
$ |
29,696 |
|
|
$ |
— |
|
|
$ |
275 |
|
|
$ |
29,421 |
|
|
|
8.4 |
% |
|
|
9.4 |
% |
RevPAR |
|
$ |
114.31 |
|
|
$ |
— |
|
|
$ |
114.31 |
|
|
$ |
106.53 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
105.54 |
|
|
|
7.3 |
% |
|
|
8.3 |
% |
Occupancy |
|
|
64.4 |
% |
|
|
— |
|
|
|
64.4 |
% |
|
|
64.5 |
% |
|
|
— |
|
|
|
— |
|
|
|
64.5 |
% |
|
|
(0.1 |
)% |
|
|
(0.1 |
)% |
ADR |
|
$ |
177.43 |
|
|
$ |
— |
|
|
$ |
177.43 |
|
|
$ |
165.24 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
163.71 |
|
|
|
7.4 |
% |
|
|
8.4 |
% |
Hospitality revenue (in thousands) |
|
$ |
52,127 |
|
|
$ |
— |
|
|
$ |
52,127 |
|
|
$ |
47,639 |
|
|
$ |
— |
|
|
$ |
359 |
|
|
$ |
47,280 |
|
|
|
9.4 |
% |
|
|
10.3 |
% |
Attractions. The increase in number of attractions visitors during the three and six months ended June 30, 2024 was primarily driven by higher visitation to Sky Lagoon in Iceland and the opening of FlyOver Chicago on March 1, 2024. The increase in same-store effective ticket price during the three and six months ended June 30, 2024 was driven primarily by revenue management efforts.
32
During the three months ended June 30, 2024, attractions ticket revenue on a same-store basis increased $5.6 million on a 4.2% increase in visitors and a 10.9% increase in effective ticket price. During the six months ended June 30, 2024, attractions ticket revenue on a same-store basis increased $8.2 million on a 3.4% increase in visitors and a 12.4% increase in effective ticket price.
Hospitality. The increase in RevPAR during the three and six months ended June 30, 2024 was primarily driven by an increase in ADR.
During the three months ended June 30, 2024, rooms revenue on a same-store basis increased 12.7% and increased 9.4% during the six months ended June 30, 2024.
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. All of Pursuit’s hotels and attractions in the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruise were not reached by the wildfire and remain intact. Our known property losses have been limited to the Maligne Canyon Wilderness Kitchen, a restaurant and retail operation located about three miles outside the town of Jasper. Refer to “Recent Developments” above for additional information.
GES
The following table presents a comparison of GES’ reported revenue and segment operating income during the three and six months ended June 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
|
|
|
Six Months Ended |
|
|
|
|
||||||||||||
|
|
June 30, |
|
|
|
|
|
June 30, |
|
|
|
|
||||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
% |
|
|
2024 |
|
|
2023 |
|
|
% |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Spiro |
|
$ |
99,132 |
|
|
$ |
80,368 |
|
|
|
23.3 |
% |
|
$ |
160,380 |
|
|
$ |
140,730 |
|
|
|
14.0 |
% |
GES Exhibitions |
|
|
180,977 |
|
|
|
154,534 |
|
|
|
17.1 |
% |
|
|
356,817 |
|
|
|
324,031 |
|
|
|
10.1 |
% |
Intersegment eliminations |
|
|
(2,772 |
) |
|
|
(3,065 |
) |
|
|
9.6 |
% |
|
|
(3,594 |
) |
|
|
(4,796 |
) |
|
|
25.1 |
% |
Total GES |
|
$ |
277,337 |
|
|
$ |
231,837 |
|
|
|
19.6 |
% |
|
$ |
513,603 |
|
|
$ |
459,965 |
|
|
|
11.7 |
% |
Segment operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Spiro |
|
$ |
17,517 |
|
|
$ |
8,279 |
|
|
** |
|
|
$ |
21,518 |
|
|
$ |
11,453 |
|
|
|
87.9 |
% |
|
GES Exhibitions |
|
|
23,282 |
|
|
|
15,354 |
|
|
|
51.6 |
% |
|
|
34,639 |
|
|
|
25,764 |
|
|
|
34.4 |
% |
Total GES |
|
$ |
40,799 |
|
|
$ |
23,633 |
|
|
|
72.6 |
% |
|
$ |
56,157 |
|
|
$ |
37,217 |
|
|
|
50.9 |
% |
**Change is greater than +/- 100%.
Three months ended June 30, 2024 compared with the three months ended June 30, 2023
Spiro revenue increased $18.8 million primarily due to strong spending from existing and new clients obtained during 2024, offset in part by a reduction of approximately $13 million due to the timing of major non-annual shows.
GES Exhibitions revenue increased $26.4 million primarily due increased revenue from new clients and larger show sizes, including same-show revenue growth of 2.6% and an increase of approximately $2 million due to the timing of major non-annual shows.
Spiro segment operating income increased $9.2 million primarily due to higher revenue.
GES Exhibitions segment operating income increased $7.9 million primarily due to higher revenue.
Six months ended June 30, 2024 compared with the six months ended June 30, 2023
Spiro revenue increased $19.7 million primarily due to strong spending from existing and new clients obtained during 2024, offset in part by a reduction of approximately $16 million due to the timing of major non-annual shows.
GES Exhibitions revenue increased $32.8 million primarily due to larger show sizes, including same-show revenue growth of 4.9% and an increase of approximately $1 million due to the timing of major non-annual shows.
Spiro segment operating income increased $10.1 million primarily due to higher revenue.
GES Exhibitions segment operating income increased $8.9 million, primarily due to higher revenue.
33
Other Expenses
|
|
Three Months Ended |
|
|
|
|
|
Six Months Ended |
|
|
|
|
||||||||||||
|
|
June 30, |
|
|
|
|
|
June 30, |
|
|
|
|
||||||||||||
(in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|
2024 |
|
|
2023 |
|
|
% Change |
|
||||||
Corporate activities |
|
$ |
5,422 |
|
|
$ |
3,511 |
|
|
|
54.4 |
% |
|
$ |
9,855 |
|
|
$ |
6,676 |
|
|
|
47.6 |
% |
Gain on sale of ON Services |
|
$ |
— |
|
|
$ |
204 |
|
|
|
(100.0 |
)% |
|
$ |
— |
|
|
$ |
204 |
|
|
|
(100.0 |
)% |
Interest expense, net |
|
$ |
12,585 |
|
|
$ |
12,356 |
|
|
|
1.9 |
% |
|
$ |
24,430 |
|
|
$ |
24,605 |
|
|
|
(0.7 |
)% |
Other expense, net |
|
$ |
442 |
|
|
$ |
448 |
|
|
|
(1.3 |
)% |
|
$ |
880 |
|
|
$ |
979 |
|
|
|
(10.1 |
)% |
Restructuring (recoveries) charges |
|
$ |
(825 |
) |
|
$ |
192 |
|
|
** |
|
|
$ |
(709 |
) |
|
$ |
645 |
|
|
** |
|
||
Income tax expense |
|
$ |
5,851 |
|
|
$ |
5,028 |
|
|
|
16.4 |
% |
|
$ |
6,738 |
|
|
$ |
4,450 |
|
|
|
51.4 |
% |
Income (loss) from discontinued operations |
|
$ |
900 |
|
|
$ |
(143 |
) |
|
** |
|
|
$ |
833 |
|
|
$ |
(201 |
) |
|
** |
|
||
** Change is greater than +/- 100%.
Corporate Activities – The increase in corporate activities is primarily due to increased consulting costs.
Income Tax Expense – The effective tax rate was 16.3% for the three months ended June 30, 2024, 30.0% for the three months ended June 30, 2023, 63.9% for the six months ended June 30, 2024, and a negative 86.2% for six months ended June 30, 2023. The effective tax rates differed from the 21% federal rate as we do not recognize a tax benefit primarily on losses in the United States where we have a valuation allowance. For the six months ended June 30, 2024, we also recorded a $1.1 million benefit for the release of the valuation allowance recorded on the United Kingdom’s tax loss carryforwards, offset by a $0.5 million expense during the first quarter of 2024 to record estimated withholding taxes associated with repatriating Sky Lagoon’s earnings and a valuation allowance against the tax credit generated from this withholding tax. The effective tax rate for the six months ended June 30, 2023, was further impacted by the release of a valuation allowance of $2.1 million during the first quarter of 2023 on deferred tax assets associated with certain separate state filings, which more than offset taxes due in jurisdictions without a valuation allowance.
Liquidity and Capital Resources
We believe that our existing sources of liquidity will be sufficient to fund operations and projected capital outlays for at least the next 12 months and the longer term.
When assessing our current sources of liquidity, we include the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Unrestricted cash and cash equivalents(1) |
|
$ |
59,381 |
|
|
$ |
52,704 |
|
Available capacity on Revolving Credit Facility(2) |
|
|
79,406 |
|
|
|
108,040 |
|
Total available liquidity |
|
$ |
138,787 |
|
|
$ |
160,744 |
|
Cash provided by operating activities, supplemented by our revolving credit facility and existing cash and cash equivalents, is our primary source of liquidity for funding our business requirements. During the six months ended June 30, 2024, net cash provided by operating activities was $22.7 million.
Our short-term and long-term funding requirements include debt obligations, maintenance capital expenditures, working capital requirements, and potential acquisitions and strategic investments as we focus on scaling Pursuit with investments in high-return unforgettable, inspiring experiences through its Refresh, Build, Buy growth strategy. Our projected capital outlays can be adjusted for changes in the operating environment.
34
Debt Obligations
Effective July 30, 2021, we entered into the 2021 Credit Facility. The 2021 Credit Facility provided for a $400 million Term Loan B, with a maturity date of July 30, 2028, and a $100 million Revolving Credit Facility, with a maturity date of July 30, 2026. The proceeds of the Term Loan B, net of $14.8 million in related fees, were used to repay the $327 million outstanding balance under our prior $450 million revolving credit facility and to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes. On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023. The interest rate cap manages our exposure to interest rate increases on $300 million in borrowings under the 2021 Credit Facility or other SOFR-based borrowings. Refer to Note 12 – Derivative of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.
The Revolving Credit Facility carries financial covenants. As of June 30, 2024, we were in compliance with all covenants under the Revolving Credit Facility.
On March 28, 2023, we entered into the Second Amendment to the 2021 Credit Facility, which modified the interest coverage financial covenant. On October 6, 2023, we entered into the Third Amendment to the 2021 Credit Facility, which among other things, increased the principal amount of the Revolving Credit Facility by $70 million, bringing the total amount of revolving capacity to $170 million. In connection with the Third Amendment, we prepaid $70 million of the outstanding balance on our existing Term Loan B using $60 million from the Revolving Credit Facility and $10 million of cash from the Company’s balance sheet. The current credit spread on our Revolving Credit Facility is 2.00% lower than the credit spread on the Term Loan B, which was 5.00% for SOFR borrowings through April 25, 2024. On April 26, 2024, we entered into the Fourth Amendment to the 2021 Credit Agreement, which among other things, (i) reduced the SOFR credit spread from 5.00% to 4.25% on the Term Loan B, (ii) set the credit spread adjustments to 0% on the Term Loan B and (iii) reset the 1% prepayment premium on any repricings of the Term Loan B for six months.
On June 28, 2024, we entered into the CDOR Transition Amendment to the 2021 Credit Facility to replace the CDOR with the CORRA for Canadian Dollar borrowings on our revolver. Additional credit spread adjustments apply to CORRA ranging from 0.29547% (for a one-month duration) up to 0.32138% for a three-month duration).
For additional information about our debt and finance obligations, refer to Note 11 – Debt and Finance Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q), all of which is incorporated by reference herein.
Capital Expenditures
As of June 30, 2024, we have planned capital expenditures of approximately $60 million to $70 million for the next 12 months, including approximately $20 million on select growth projects. We intend to continue making selective investments to advance Pursuit’s Refresh, Build, Buy growth strategy while maintaining a solid liquidity position.
Other Obligations
We have additional obligations as part of our ordinary course of business, beyond those committed for debt obligations and capital expenditures. Refer to Note 20 – Leases and Other and Note 18 – Pension and Postretirement Benefits of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information. The expected timing of payments of our obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on changes to agreed-upon amounts for certain obligations.
Cash Flows
Operating Activities
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Net income (loss) |
|
$ |
4,635 |
|
|
$ |
(9,812 |
) |
Depreciation and amortization |
|
|
28,117 |
|
|
|
25,279 |
|
Deferred income taxes |
|
|
7,885 |
|
|
|
(961 |
) |
(Income) loss from discontinued operations |
|
|
(833 |
) |
|
|
201 |
|
Restructuring (recoveries) charges |
|
|
(709 |
) |
|
|
645 |
|
Gains on dispositions of property and other assets |
|
|
(71 |
) |
|
|
(73 |
) |
Share-based compensation expense |
|
|
6,786 |
|
|
|
5,912 |
|
Other non-cash items, net |
|
|
3,777 |
|
|
|
2,496 |
|
Changes in operating assets and liabilities |
|
|
(26,856 |
) |
|
|
15,113 |
|
Net cash provided by operating activities |
|
$ |
22,731 |
|
|
$ |
38,800 |
|
35
Net cash provided by operating activities decreased $16.1 million primarily due to outflows due to changes in working capital including a $35.1 million increase in the change in receivables, offset in part by higher segment operating income.
Investing Activities
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Capital expenditures |
|
$ |
(37,862 |
) |
|
$ |
(32,193 |
) |
Cash paid for acquisitions, net |
|
|
— |
|
|
|
(41 |
) |
Proceeds from dispositions of property and other assets |
|
|
90 |
|
|
|
82 |
|
Net cash used in investing activities |
|
$ |
(37,772 |
) |
|
$ |
(32,152 |
) |
Net cash used in investing activities increased $5.6 million primarily due to an increase in capital expenditures in 2024 at Pursuit.
Financing Activities
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
(in thousands) |
|
2024 |
|
|
2023 |
|
||
Proceeds from borrowings |
|
$ |
285,867 |
|
|
$ |
21,806 |
|
Payments on debt and finance obligations |
|
|
(257,043 |
) |
|
|
(27,157 |
) |
Dividends paid on preferred stock |
|
|
(3,900 |
) |
|
|
(3,900 |
) |
Distributions to noncontrolling interest, net of contributions from noncontrolling interest |
|
|
(3,151 |
) |
|
|
(1,126 |
) |
Payments of debt issuance costs |
|
|
(773 |
) |
|
|
(226 |
) |
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased |
|
|
(996 |
) |
|
|
(505 |
) |
Other financing activities |
|
|
(200 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
$ |
19,804 |
|
|
$ |
(11,108 |
) |
The change in net cash provided by (used in) financing activities of $30.9 million was primarily due to net debt borrowings of $28.8 million during the six months ended June 30, 2024 compared to net debt payments of $5.4 million during the six months ended June 30, 2023.
Share Repurchases
Our Board of Directors previously authorized us to repurchase shares of our common stock from time to time at prevailing market prices. As of June 30, 2024, 546,283 shares remained available for repurchase under all prior authorizations. In March 2020, our Board of Directors suspended our share repurchase program. The Board of Directors’ authorization does not have an expiration date.
Additionally, we repurchased shares related to tax withholding requirements on vested restricted share-based awards.
Critical Accounting Estimates
Refer to Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Form 10-K for a discussion of our critical accounting estimates.
Impact of Recent Accounting Pronouncements
Refer to Note 1 – Overview and Basis of Presentation of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our market risk exposure relates to fluctuations in interest rates and foreign exchange rates. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect our financial condition or results of operations. The foreign exchange risk is composed of both potential losses from the translation of foreign currency financial information and the remeasurement of foreign currency transactions. Interest rate risk is the risk that changing interest rates will adversely affect our financial position or results of operations.
Our foreign operations are primarily in Canada, the United Kingdom, Iceland, the Netherlands, the Middle East, and Germany. The functional currency of our foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, we translate the assets
36
and liabilities of our foreign subsidiaries into U.S. dollars at the foreign exchange rates in effect at the balance sheet date. The unrealized gains or losses resulting from the translation of these foreign denominated assets and liabilities are included as a component of AOCI in the Condensed Consolidated Balance Sheets. As a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to our net equity position reported in the Condensed Consolidated Balance Sheets. We do not currently hedge our equity risk arising from the translation of foreign denominated assets and liabilities. We recorded cumulative unrealized foreign currency translation losses in stockholders’ equity of $46.2 million as of June 30, 2024 and $35.3 million as of December 31, 2023. We recorded an unrealized foreign currency translation loss in other comprehensive loss of $10.9 million during the six months ended June 30, 2024 and an unrealized foreign currency translation gain of $8.0 million during the six months ended June 30, 2023.
For purposes of consolidation, revenue, expenses, gains, and losses related to our foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, our consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and segment operating income (loss) of our foreign operations, when translated, may vary from period to period, even when the functional currency amounts have not changed. Such fluctuations may adversely impact overall expected profitability and historical period-to-period comparisons. We do not currently hedge our net earnings exposure arising from the translation of our foreign revenue and segment operating income (loss).
We are exposed to foreign exchange transaction risk, as our foreign subsidiaries have certain loans and leases denominated in currencies other than the functional currency of the respective subsidiary. As of June 30, 2024, we had long-term contractual liabilities that were denominated in nonfunctional currencies of $46.8 million. As foreign exchange rates fluctuate, these liabilities are remeasured, and the corresponding adjustment is recorded in the Condensed Consolidated Statements of Operations. As of June 30, 2024 and December 31, 2023, we did not have any outstanding foreign currency forward contracts.
On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023 to hedge cash flows on $300 million of our SOFR-based borrowings under the 2021 Credit Facility. Refer to Note 12 – Derivative of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information.
We are exposed to short-term and long-term interest rate risk on certain of our debt obligations.
Item 4. Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended June 30, 2024.
37
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Note 21 – Litigation, Claims, Contingencies, and Other of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding legal proceedings in which we are involved, which information is incorporated by reference herein.
Item 1A. Risk Factors
Other than the following risk factor set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A – Risk Factors of our 2023 Form 10-K.
Natural disasters, weather conditions, accidents, and other catastrophic events could negatively affect our business. The occurrence of catastrophic events ranging from natural disasters (such as hurricanes, fires, floods, volcanoes, and earthquakes), acts of war or terrorism, accidents involving our travel offerings or experiences, the effects of climate change, including any impact of global warming, or the prospect of these events could disrupt our business. Changes in climates may increase the frequency and intensity of adverse weather patterns and make certain destinations less desirable.
Such catastrophic events have had, and could in the future have, an adverse impact on Pursuit, which is heavily dependent on the ability and willingness of its guests to travel and/or visit our attractions. Pursuit guests tend to delay or postpone vacations if natural conditions differ from those that typically prevail at competing lodges, resorts, and attractions, and catastrophic events and heightened travel security measures instituted in response to such events could impede the guests’ ability to travel, and interrupt our business operations, including damaging our properties. For example, on July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. All of Pursuit’s hotels and attractions in the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruise were not reached by the wildfire and remain intact. Our known property losses have been limited to the Maligne Canyon Wilderness Kitchen, a restaurant and retail operation located about three miles outside the town of Jasper. We are currently working with our insurance carriers to determine the extent of potential recoveries from our policies. Assessment of the full value of the loss is ongoing. We expect this incident will have a negative effect on visitation to our lodging properties in Jasper National Park as well as the Maligne Lake Cruise and the Columbia Icefield attractions (including the Glacier Adventure and Columbia Icefield Skywalk), which could adversely affect our results of operations and financial condition. Also, the accident on July 18, 2020, at Pursuit’s Glacier Adventure attraction, which involved one of our off-road Ice Explorers and resulted in three fatalities and other serious injuries, may have a negative impact on our reputation and traveler willingness to visit that attraction in the future.
Such catastrophic events could also have a negative impact on GES, causing a cancellation or relocation of exhibitions and other events held in public venues or disrupt the services we provide to our customers at convention centers, exhibition halls, hotels, and other public venues. Such events could also have a negative impact on GES’ production facilities, preventing us from timely completing exhibit fabrication and other projects for customers. In addition, unfavorable media attention, or negative publicity, in the wake of any catastrophic event or accident could damage our reputation or reduce the demand for our services. If the conditions arising from such events persist or worsen, they could materially and adversely affect our results of operations and financial condition.
In addition to other information set forth in this report, careful consideration should be given to the factors discussed in Part I, Item 1A – Risk Factors and Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Form 10-K, which could materially affect our business, financial condition, or future results.
Item 2. Unregistered Sales of Equity Securities AND Use of Proceeds
The following table summarizes the total number of shares of our common stock that were repurchased during the three months ended June 30, 2024 pursuant to publicly announced plans or programs, as well as certain previously owned shares of common stock that were surrendered by employees, former employees, and non-employee directors for tax withholding requirements on vested share-based awards.
38
ISSUER PURCHASES OF EQUITY SECURITIES
Period |
|
Total Number of |
|
|
Average Price |
|
|
Total Number of |
|
|
Maximum Number |
|
||||
April 1, 2024 - April 30, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
546,283 |
|
May 1, 2024 - May 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
546,283 |
|
June 1, 2024 - June 30, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
546,283 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
546,283 |
|
Pursuant to previously announced authorizations, our Board of Directors has authorized us to repurchase shares of our common stock from time to time at prevailing market prices. In March 2020, our Board of Directors suspended future common stock dividend payments and our share repurchase program for the foreseeable future. The Board of Directors’ authorization does not have an expiration date.
Item 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2024, no director or officer of the Company
39
Item 6. Exhibits
|
|
|
|
|
|
Incorporated by Reference |
||||||
Exhibit Number |
|
|
|
Exhibit Description |
|
Form |
|
Period Ending |
|
Exhibit |
|
Filing Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
|
|
|
10-Q |
|
6/30/2004 |
|
3.A |
|
8/9/2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2 |
|
|
|
|
8-K |
|
|
|
3 |
|
12/9/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1 |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2 |
|
+ |
|
|
8-K |
|
|
|
10.1 |
|
6/3/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1 |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2 |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1 |
|
** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS |
|
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
|
|
Inline XBRL Taxonomy Extension Schema with embedded Linkbase Documents. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
Cover Page formatted as Inline XBRL and contained in Exhibit 101 |
|
|
|
|
|
|
|
|
* |
|
Filed herewith. |
** |
|
Furnished herewith. |
+ |
|
Management contract or compensation plan or arrangement. |
40
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 thereunto duly authorized.
|
|
|
VIAD CORP |
||
|
|
|
(Registrant) |
||
|
|
|
|
|
|
August 7, 2024 |
|
|
By: |
|
/s/ Leslie S. Striedel |
(Date) |
|
|
|
|
Leslie S. Striedel |
|
|
|
|
|
Chief Accounting Officer and Duly Authorized Officer |
|
|
|
|
|
|
41