8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2022

 

VIAD CORP

 (Exact name of registrant as specified in its charter)

Delaware	001-11015	36-1169950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7000 East 1st Avenue Scottsdale, Arizona		85251-4304
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (602) 207-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Par Value	VVI	New York Stock Exchange
Preferred Stock Purchase Rights	__	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2022, we issued a press release announcing our earnings for the second quarter ended June 30, 2022. A copy of the earnings press release is furnished as Exhibit 99.1 to this current report.

This press release, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On August 4, 2022, we posted an investor presentation to our website at www.viad.com. The information found on, or otherwise accessible through, our website is not incorporated by reference herein. A copy of the investor presentation is furnished as Exhibit 99.2 to this current report.

This investor presentation, including Exhibit 99.2, will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

Exhibit Number	Description
99.1	Viad Corp Press Release dated August 4, 2022
99.2	Investor Presentation dated August 4, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Viad Corp
	(Registrant)
August 4, 2022	By:	/s/ Leslie S. Striedel
		Leslie S. Striedel
		Chief Accounting Officer

EX-99.1

Exhibit 99.1

Viad Corp Reports Results for the 2022 Second Quarter

• Q2’22 results significantly better than expected and full year expectations raised

• Strong momentum continues at GES and Pursuit

• Poised for continued growth in 2023 and beyond

SCOTTSDALE, August 4, 2022 -- Viad Corp (NYSE: VVI), a leading provider of experiential leisure travel and live events and marketing experiences, today reported net income attributable to Viad of $19.8 million for the 2022 second quarter.

Steve Moster, Viad’s president and chief executive officer, commented, “Our second quarter results were  significantly better than our prior guidance as the recovery of in-person event activity has progressed more quickly than we had previously anticipated. Both GES and Pursuit posted substantial year-over-year growth and positive Adjusted EBITDA during the quarter. GES’ second quarter revenue reached 75 percent of the pre-pandemic 2019 second quarter, while Pursuit delivered record second quarter revenue that was 40 percent greater than the 2019 quarter driven by our new experiences.”

Moster continued, “I am encouraged by the strong momentum we are seeing across our businesses.  Based on current trends and our first half performance, we are raising our full year 2022 guidance for consolidated Adjusted EBITDA. I am even more excited about our future earnings potential as recovery continues in our industries and we reap the benefits of our actions to scale Pursuit, transform GES Exhibitions’ cost structure, and strengthen Spiro’s capabilities.”

Second Quarter 2022 Financial Highlights

	Three months ended June 30,
(in millions)	2022			2021			$ Change
Revenue	$	319.2		$	61.2		$	258.0
Pursuit Revenue		77.6			36.3			41.3
GES Revenue		241.6			24.9			216.7
Net income (loss) attributable to Viad	$	19.8		$	(42.0	)	$	61.9
Consolidated Adjusted EBITDA*	$	47.5		$	(21.9	)	$	69.4
Pursuit Adjusted EBITDA*		15.6			2.0			13.6
GES Adjusted EBITDA*		35.1			(21.6	)		56.7
Corporate Adjusted EBITDA*		(3.3	)		(2.4	)		(0.9	)

* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Net income attributable to Viad improved by $61.9 million from the 2021 second quarter primarily driven by higher revenue at GES and Pursuit.

Pursuit Results

Pursuit’s second quarter revenue increased $41.3 million from the 2021 quarter. Pursuit’s same-store revenue from experiences that were owned and open prior to 2021 was $68.2 million, up $35.0 million from the 2021 second quarter primarily due to stronger visitation at our Canadian experiences, which were impacted in 2021 by border restrictions. Revenue from new experiences opened or acquired after 2020 was $9.4 million versus $3.1 million in the prior year quarter, reflecting the continued ramping of Sky Lagoon and Golden Skybridge and the additions of FlyOver Las Vegas and Glacier Raft Company.

Pursuit’s second quarter adjusted EBITDA increased by $13.6 million versus the 2021 second quarter primarily due to the increase in revenue.

Regarding Pursuit’s results, Moster commented, “Pursuit posted very strong year-over-year growth with revenue vastly exceeding the same period in 2019 due to the investments we have made to scale the business.  The level of growth was not as strong as we had previously expected primarily due to challenging weather conditions that impacted visitation.  Nonetheless, I am very pleased with Pursuit’s second quarter performance and encouraged by the strong booking pace across our lodging properties and the improvements we are seeing in attraction visitation.”

Moster continued, “With the Canadian border open, the new experiences we have added, and strong leisure travel demand, we expect Pursuit’s revenue will remain much higher than the levels we realized in 2021. As long-haul international tourism continues to recover and awareness of our newest attractions builds, we expect strong revenue growth and continued margin expansion beyond 2022.”

GES Results

GES’ second quarter revenue increased $216.7 million from the 2021 second quarter and Adjusted EBITDA improved by $56.7 million. These improvements are primarily due to the resumption of live event activity and the return of large-scale events that canceled or postponed into the first half of 2021, as well as the benefit of the cost structure reductions we’ve implemented.

Regarding GES’ overall results, Moster commented, “GES’ second quarter results once again exceeded our expectations due to a faster than expected rebound of event activity. Spiro continues to win new logos and benefit from increased client spend. And within the GES Exhibitions segment, we realized our fourth consecutive quarter of same-show revenue improvement, with revenue from U.S. events that we produced reaching 87 percent of pre-pandemic levels on average.  We also experienced strong flow-through on the increase in revenue reflecting the benefit of the transformational changes we have made to the cost structure of GES Exhibitions.”

Moster continued, “I am very encouraged by the industry trends we’re seeing and more importantly by how Spiro and GES Exhibitions are performing as our industry rebounds. I am confident that the actions we took during the pandemic have positioned GES Exhibitions and Spiro for greater success in the future.”

The following table provides a comparison of 2022 second quarter revenue and Adjusted EBITDA to the comparable period in 2021 for GES’ two reportable segments.

	Three months ended June 30,
(in millions)	2022			2021			$ Change
Revenue:
Spiro	$	89.4		$	11.9		$	77.5
GES Exhibitions		154.6			13.1			141.5
Inter-segment Eliminations		(2.4	)		(0.1	)		(2.3	)
Total GES	$	241.6		$	24.9		$	216.7
Adjusted EBITDA*:
Spiro	$	15.8		$	(6.1	)	$	21.8
GES Exhibitions		19.4			(15.5	)		34.9
Total GES	$	35.1		$	(21.6	)	$	56.7

* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Balance Sheet and Cash Flow Highlights

We ended the second quarter with total liquidity of $127 million, comprising cash and cash equivalents of approximately $55 million and approximately $72 million of capacity available on our revolving credit facility ($100 million total facility size, less $15 million of borrowings and approximately $13 million in letters of credit). Our debt totaled approximately $492 million, including $397 million outstanding on our Term Loan B, financing lease obligations of approximately $65 million (which primarily comprises real estate leases at Pursuit), revolver borrowings of $15 million, and approximately $15 million in other debt.

Our 2022 second quarter cash flow from operations was an inflow of approximately $26 million, our capital expenditures totaled approximately $19 million, we acquired Glacier Raft Company for approximately $25 million (net of cash acquired), and we paid approximately $2 million in cash dividends on our convertible preferred equity.  Our net debt borrowings during the quarter were approximately $20 million, including $15 million on our revolver to partially fund the acquisition of Glacier Raft Company and approximately $9 million on a construction loan to help fund development of our new Forest Park Hotel in Jasper National Park.

Moster commented, “We continue to focus on prudent cash management to maintain a strong liquidity position while also making smart investments in high-return growth opportunities through Pursuit’s Refresh, Build, Buy strategy, including our April 6^th acquisition of the Glacier Raft Company and construction of our new Forest Park Hotel in Jasper.”

2022 Outlook

Regarding Viad’s outlook, Moster commented, “We continue to expect very strong year-over-year growth from both Pursuit and GES and we are increasing our full year guidance for consolidated Adjusted EBITDA.  This improved outlook is the result of GES’ stronger than previously expected performance during the second quarter, partially offset by a reduced outlook for Pursuit’s year-over-year growth primarily due to the impact of the inclement weather experienced during the second quarter and revised expectations for visitation ramp up at FlyOver Las Vegas.”

Assuming no future material adverse changes to the macro environment from COVID, geo-political events, or other factors, we expect Adjusted EBITDA will be in the ranges shown in the following table. We continue to operate in a very dynamic environment and our performance could vary significantly from the amounts shown below.

(in millions)	Third Quarter	Full Year	Key Assumptions
Pursuit	$74  to  $82	$70  to $80	•	US same store revenue outperforms 2019 on strong leisure travel demand and benefit from continued investment in the guest experience
	(vs. $59.6 in 2021)	(vs. $42.7 in 2021 and prior guidance of $80 to $90)	•	Canada same store revenue remains below 2019 as certain long-haul international leisure travel markets are slower to recover
			•	New experiences continue to ramp up as guest awareness builds and long-haul leisure travel demand increases
			•	Revenue management efforts to drive rate increases help offset wage rate and other inflationary pressures
			•	Margins will improve from 2021, but remain below 2019 due to guest mix that will see strong demand from N. America and Europe while Asia Pacific markets are slower to recover
GES	$6  to  $11	$50  to $60	•	Exhibitions same-show revenue will generally remain at or better than 75% of pre-pandemic levels
	(vs. negative $4.2 in 2021)	(vs. negative $30.4 in 2021 and prior guidance of $25 to $35)	•	Experiential marketing budgets of major Spiro clients will remain at 80%+ of pre-pandemic levels
			•	SG&A will gradually increase to support increased business activity and future revenue growth
Corporate	~$(3.5)	$(12.5) to $(13.5)	•	Second half of 2022 is slightly higher than first half primarily due to timing of certain expenses

Conference Call Details

Management will host a conference call to review second quarter 2022 results on Thursday, August 4, 2022, at 5 p.m. (Eastern Time).

To join the live conference call, please register at least 10 minutes before the start of the call using the following link: https://conferencingportals.com/event/KFfVIwkJ.After registering, an email confirmation will be sent that includes dial-in information as well as unique codes for entry into the live call. Registration will be open throughout the call.

A live audio webcast of the call will also be available in listen-only mode through the "Investors" section of our website. A replay of the webcast will be available on our website shortly after the call and, for a limited time, by calling (800) 770-2030 or (647) 362-9199 and entering the conference ID 90039.

Additionally, we will post a supplemental presentation, containing highlights of our results, trends and outlook, on the “Investors” section of our website prior to the conference call.  We will refer to this presentation during the call.

About Viad

Viad (NYSE: VVI), is a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events through two businesses: Pursuit and GES. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company.

Pursuit is a collection of inspiring and unforgettable travel experiences in Alaska, Montana, the Canadian Rockies, Vancouver, Reykjavik, and Las Vegas, as well as new experiences planned in Chicago and Toronto. Pursuit’s collection includes attractions, lodges and hotels, and sightseeing tours that connect guests with iconic places.

GES is a global, full-service live events company offering a comprehensive range of services to the world's leading brands and event organizers through two reportable segments, Spiro and GES Exhibitions. Spiro is an experiential marketing agency that partners with leading brands around the world to manage and elevate their global experiential marketing activities. GES Exhibitions is a global exhibition services company that partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows with teams throughout North America, Europe, and the Middle East.

For more information, visit www.viad.com.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions, or goals also are forward-looking statements.  These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

• the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;

• our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;

• general economic uncertainty in key global markets and a worsening of global economic conditions;

• travel industry disruptions;

• seasonality of our businesses;

• unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;

• our exposure to labor shortages, turnover, and labor cost increases;

• the importance of key members of our account teams to our business relationships;

• the competitive nature of the industries in which we operate;

• our dependence on large exhibition event clients;

• adverse effects of show rotation on our periodic results and operating margins;

• transportation disruptions and increases in transportation costs;

• natural disasters, weather conditions, accidents, and other catastrophic events;

• our exposure to labor cost increases and work stoppages related to unionized employees;

• our multi-employer pension plan funding obligations;

• our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;

• our exposure to cybersecurity attacks and threats;

• our exposure to currency exchange rate fluctuations;

• liabilities relating to prior and discontinued operations; and

• compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.

Forward-Looking Non-GAAP Measures

The company has not quantitatively reconciled its guidance for adjusted EBITDA to its respective most comparable GAAP financial measure because certain reconciling items that impact this metric including, provision for income taxes, interest expense, restructuring or impairment charges, acquisition-related costs, and attraction start-up costs have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, reconciliations to the nearest GAAP financial measure are not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results as reported under GAAP.

Contact

Carrie Long or Michelle Porhola

Investor Relations

(602) 207-2681

ir@viad.com

 

VIAD CORP AND SUBSIDIARIES
TABLE ONE - QUARTERLY RESULTS
(UNAUDITED)
	Three months ended June 30,												Six months ended June 30,
(in thousands, except per share data)	2022			2021			$ Change			% Change			2022			2021			$ Change			% Change
Revenue:
Pursuit	$	77,599		$	36,313		$	41,286				**		101,383			46,103			55,280				**
GES:
Spiro		89,425			11,944			77,481				**	$	132,241		$	24,003		$	108,238				**
GES Exhibitions		154,600			13,057			141,543				**		266,431			20,209			246,222				**
Inter-segment eliminations		(2,421	)		(81	)		(2,340	)			**		(3,492	)		(147	)		(3,345	)			**
Total GES		241,604			24,920			216,684				**	$	395,180		$	44,065		$	351,115				**
Total revenue	$	319,203		$	61,233		$	257,970				**	$	496,563		$	90,168		$	406,395				**
Segment operating income (loss)
Pursuit	$	5,571		$	(8,097	)		13,668				**		(15,627	)		(26,418	)		10,791			40.8	%
GES:
Spiro		14,847			(7,211	)		22,058				**		14,608			(14,380	)	$	28,988				**
GES Exhibitions		16,273			(19,686	)		35,959				**		14,918			(32,421	)		47,339				**
Total GES		31,120			(26,897	)		58,017				**		29,526			(46,801	)		76,327				**
Segment operating income (loss)	$	36,691		$	(34,994	)	$	71,685				**	$	13,899		$	(73,219	)	$	87,118				**
Corporate eliminations		17			18			(1	)		-5.6	%		34			35			(1	)		-2.9	%
Corporate activities (Note A)		(3,440	)		(3,006	)		(434	)		-14.4	%		(6,113	)		(5,011	)		(1,102	)		-22.0	%
Restructuring charges (Note B)		(1,426	)		(787	)		(639	)		-81.2	%		(2,080	)		(3,613	)		1,533			42.4	%
Impairment charges		-			-			-				**		(583	)		-			(583	)			**
Pension plan withdrawal		-			(57	)		57			-100.0	%		-			(57	)		57			-100.0	%
Other expense		(612	)		(680	)		68			10.0	%		(1,250	)		(1,040	)		(210	)		-20.2	%
Net interest expense (Note C)		(7,761	)		(5,565	)		(2,196	)		-39.5	%		(13,638	)		(10,650	)		(2,988	)		-28.1	%
Income (loss) from continuing operations before income taxes		23,469			(45,071	)		68,540				**		(9,731	)		(93,555	)		83,824			89.6	%
Income tax (expense) benefit (Note D)		(3,359	)		2,166			(5,525	)			**		(777	)		5,211			(5,988	)			**
Income (loss) from continuing operations		20,110			(42,905	)		63,015				**		(10,508	)		(88,344	)		77,836			88.1	%
Income (loss) from discontinued operations		52			(62	)		114				**		327			286			41			14.3	%
Net income (loss)		20,162			(42,967	)		63,129				**		(10,181	)		(88,058	)		77,877			88.4	%
Net (income) loss attributable to noncontrolling interest		(451	)		510			(961	)			**		753			1,955			(1,202	)		-61.5	%
Net loss attributable to redeemable noncontrolling interest		128			431			(303	)		-70.3	%		266			925			(659	)		-71.2	%
Net income (loss) attributable to Viad	$	19,839		$	(42,026	)	$	61,865				**	$	(9,162	)	$	(85,178	)	$	76,016			89.2	%
Amounts Attributable to Viad:
Income (loss) from continuing operations	$	19,787		$	(41,964	)	$	61,751				**	$	(9,489	)	$	(85,464	)	$	75,975			88.9	%
Income (loss) from discontinued operations		52			(62	)		114				**		327			286			41			14.3	%
Net income (loss)	$	19,839		$	(42,026	)	$	61,865				**	$	(9,162	)	$	(85,178	)	$	76,016			89.2	%
Income (loss) per common share attributable to Viad (Note E):
Basic income (loss) per common share	$	0.64		$	(2.18	)	$	2.82				**	$	(0.67	)	$	(4.40	)	$	3.73			84.8	%
Diluted income (loss) per common share	$	0.64		$	(2.18	)	$	2.82				**	$	(0.67	)	$	(4.40	)	$	3.73			84.8	%
Weighted-average common shares outstanding:
Basic weighted-average outstanding common shares		20,571			20,397			174			0.9	%		20,544			20,384			160			0.8	%
Additional dilutive shares related to share-based compensation		160			-			160				**		-			-			-				**
Diluted weighted-average outstanding common shares		20,731			20,397			334			1.6	%		20,544			20,384			160			0.8	%
Adjusted EBITDA* by Reportable Segment:
Pursuit	$	15,613		$	2,011		$	13,602				**	$	4,115		$	(7,050	)	$	11,165				**
GES:
Spiro		15,750			(6,057	)		21,807				**		16,492			(11,599	)		28,091				**
GES Exhibitions		19,381			(15,504	)		34,885				**		21,359			(24,188	)		45,547				**
Total GES		35,131			(21,561	)		56,692				**		37,851			(35,787	)		73,638				**
Corporate		(3,268	)		(2,395	)		(873	)		-36.5	%		(5,802	)		(4,326	)		(1,476	)		-34.1	%
Consolidated Adjusted EBITDA		47,476			(21,945	)		69,421				**		36,164			(47,163	)		83,327				**

	As of June 30,
Capitalization Data:	2022			2021		$ Change			% Change
Cash and cash equivalents		54,516			37,037		17,479			47.2	%
Total debt		492,297			399,665		92,632			23.2	%
Viad shareholders' equity		(7,591	)		18,751		(26,342	)			**
Non-controlling interests (redeemable and non-redeemable)		88,779			89,141		(362	)		-0.4	%
Convertible Series A Preferred Stock (Note F):
Convertible preferred stock (including accumulated dividends paid in kind)***		141,827			141,827		-			0.0	%
Equivalent number of common shares		6,674			6,674		-			0.0	%
* Refer to Table Two for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.
** Change is greater than +/- 100 percent
*** Amount shown excludes transaction costs, which are netted against the value of the preferred shares when presented on Viad's balance sheet.

VIAD CORP AND SUBSIDIARIES
TABLE ONE - NOTES TO QUARTERLY RESULTS
(UNAUDITED)
(A)	Corporate Activities — The increase in corporate activities expense during the three and six months ended June 30, 2022 was primarily due to higher performance-based compensation expense.
(B)	Restructuring Charges — Restructuring charges during the three and six months ended June 30, 2022 were primarily related to severance and facility closures at GES. Restructuring charges during the three and six months ended June 30, 2021 were primarily related to facility closures at GES. In response to the COVID-19 pandemic, we accelerated our transformation and streamlining efforts at GES to significantly reduce costs and create a lower and more flexible cost structure focused on servicing our more profitable market segments.
(C)	Net Interest Expense — The increase in interest expense during the three and six months ended June 30, 2022 was primarily due to higher interest rates and higher debt balances in 2022, offset in part by $0.7 million in capitalized interest recorded during the three months ended June 30,2022 and $2.6 million during the six months ended June 30, 2022.
(D)	Income Tax (Expense) Benefit – The effective tax rate was 14.3% for the three months ended June 30, 2022 and 4.8% for the three months ended June 30, 2021. The effective tax rate was a negative 8.0% for the six months ended June 30, 2022 and 5.6% for six months ended June 30, 2021. The effective tax rates were lower than the blended statutory rate primarily as a result of excluding the tax benefit on losses recognized in the United States, the United Kingdom, and other European countries where we have a valuation allowance. The six months ended June 30, 2022 was also impacted by a change in income or loss between jurisdictions.
(E)	Income (Loss) per Common Share — We apply the two-class method in calculating income (loss) per common share as preferred stock and unvested share-based payment awards that contain nonforteitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income per share.
	Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or as-converted method.  The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than participating securities.  The as-converted method uses net income (loss) available to common shareholders and assumes conversion of all potential shares including participating securities.  Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock.
	Additionally, the adjustment to the carrying value of redeemable non-controlling interests is reflected in income (loss) per common share.
	The components of basic and diluted income (loss) per share are as follows:

	Three months ended June 30,												Six months ended June 30,
(in thousands)	2022			2021			$ Change			% Change			2022			2021			$ Change			% Change
Net income (loss) attributable to Viad	$	19,839		$	(42,026	)	$	61,865				**	$	(9,162	)	$	(85,178	)	$	76,016			89.2	%
Convertible preferred stock dividends paid in cash		(1,950	)		-			(1,950	)			**		(3,900	)		-			(3,900	)			**
Convertible preferred stock dividends paid in kind		-			(1,923	)		1,923			-100.0	%		-			(3,821	)		3,821			-100.0	%
Adjustment to the redemption value of redeemable noncontrolling interest		(412	)		(547	)		135			24.7	%		(763	)		(603	)		(160	)		-26.5	%
Undistributed income (loss) attributable to Viad		17,477			(44,496	)		61,973				**		(13,825	)		(89,602	)		75,777			84.6	%
Less: Allocation to participating securities		(4,293	)		-			(4,293	)			**		-			-			-				**
Net income (loss) allocated to Viad common shareholders (basic)	$	13,184		$	(44,496	)	$	57,680				**	$	(13,825	)	$	(89,602	)	$	75,777			84.6	%
Add: Allocation to participating securities		25			-			-				**		-			-			-				**
Net income (loss) allocated to Viad common shareholders (diluted)	$	13,209		$	(44,496	)	$	57,680				**	$	(13,825	)	$	(89,602	)	$	75,777			84.6	%
Basic weighted-average outstanding common shares		20,571			20,397			174			0.9	%		20,544			20,384			160			0.8	%
Additional dilutive shares related to share-based compensation		160			-			160				**		-			-			-				**
Diluted weighted-average outstanding common shares		20,731			20,397			334			1.6	%		20,544			20,384			160			0.8	%

(F) Convertible Series A Preferred Stock — On August 5, 2020, we entered into an Investment Agreement with funds managed by private equity firm Crestview Partners, relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $135 million or $1,000 per share. The Convertible Series A Preferred Stock carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option and is convertible into shares of our common stock at a conversion price of $21.25 per share.  A total of $6.8 million of dividends have been paid in kind, including $3.8 million during the first and second quarters of 2021. We began paying preferred stock dividends in cash during the 2021 third quarter and we intend to pay in cash for the foreseeable future.

VIAD CORP AND SUBSIDIARIES

TABLE TWO - NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

IMPORTANT DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES

This document includes the presentation of "Income (Loss) Before Other Items", "Adjusted EBITDA", "Segment Operating Income (Loss)", and "Adjusted Segment Operating Income (Loss)", which are supplemental to results presented under accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies.  These non-GAAP measures are utilized by management to facilitate period-to-period comparisons and analysis of Viad’s operating performance and should be considered in addition to, but not as substitutes for, other similar measures reported in accordance with GAAP.  The use of these non-GAAP financial measures is limited, compared to the GAAP measure of net income attributable to Viad, because they do not consider a variety of items affecting Viad’s consolidated financial performance as reconciled below.  Because these non-GAAP measures do not consider all items affecting Viad’s consolidated financial performance, a user of Viad’s financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company’s performance.

Income (Loss) Before Other Items, Segment Operating Income (Loss), and Adjusted Segment Operating Income (Loss) are considered useful operating metrics, in addition to net income attributable to Viad, as potential variations arising from non-operational expenses/income are eliminated, thus resulting in additional measures considered to be indicative of Viad’s performance. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business. Management also believes that the presentation of Adjusted EBITDA for acquisitions and other major capital projects enables investors to assess how effectively management is investing capital into major corporate development projects, both from a valuation and return perspective.

	Three months ended June 30,												Six months ended June 30,
(in thousands, except per share data)	2022			2021			$ Change			% Change			2022			2021			$ Change			% Change
Income (loss) before other items:
Net income (loss) attributable to Viad	$	19,839		$	(42,026	)	$	61,865				**	$	(9,162	)	$	(85,178	)	$	76,016			89.2	%
(Income) loss from discontinued operations attributable to Viad		(52	)		62			(114	)			**		(327	)		(286	)		(41	)		-14.3	%
Income (loss) from continuing operations attributable to Viad		19,787			(41,964	)		61,751				**		(9,489	)		(85,464	)		75,975			88.9	%
Restructuring charges, pre-tax		1,426			787			639			81.2	%		2,080			3,613			(1,533	)		-42.4	%
Impairment charges, pre-tax		-			-			-				**		583			-			583				**
Pension plan withdrawal, pre-tax		-			57			(57	)		-100.0	%		-			57			(57	)		-100.0	%
Acquisition-related costs and other non-recurring expenses, pre-tax (Note A)		1,001			2,704			(1,703	)		-63.0	%		1,858			4,522			(2,664	)		-58.9	%
Tax benefit on above items		(61	)		(141	)		80			56.7	%		(138	)		(318	)		180			56.6	%
Income (loss) before other items	$	22,153		$	(38,557	)	$	60,710				**	$	(5,106	)	$	(77,590	)	$	72,484			93.4	%
The components of income (loss) before other items per share are as follows:
Income (loss) before other items (as reconciled above)		22,153			(38,557	)		60,710				**		(5,106	)		(77,590	)		72,484			93.4	%
Convertible preferred stock dividends paid in cash		(1,950	)		-			(1,950	)			**		(3,900	)		-			(3,900	)			**
Convertible preferred stock dividends paid in kind		-			(1,923	)		1,923			-100.0	%		-			(3,821	)		3,821			-100.0	%
Undistributed income (loss) before other items attributable to Viad (Note B)		20,203			(40,480	)		60,683				**		(9,006	)		(81,411	)		72,405			88.9	%
Less: Allocation to participating securities (Note C)		(4,934	)		-			(4,934	)			**		-			-			-				**
Diluted income (loss) before other items allocated to Viad common shareholders	$	15,269		$	(40,480	)	$	55,749				**	$	(9,006	)	$	(81,411	)	$	72,405			88.9	%
Diluted weighted-average outstanding common shares		20,731			20,397			334			1.6	%		20,544			20,384			160			0.8	%
Income (loss) before other items per common share	$	0.74		$	(1.98	)	$	2.72				**	$	(0.44	)	$	(3.99	)	$	3.55			89.0	%

(A)	Acquisition-related costs and other non-recurring expenses include:
			Three months ended June 30,		Six months ended June 30,
		(in thousands)	2022	2021	2022	2021
		Acquisition integration costs - Pursuit1	$               119	$                    5	$               119	$                    6
		Acquisition transaction-related costs - Pursuit1	93	64	401	272
		Acquisition transaction-related costs - Corporate2	(2)	24	108	59
		Attraction start-up costs1, 3	648	2,054	1,079	3,618
		Other non-recurring expenses2, 4	143	557	151	567
		Acquisition-related and other non-recurring expenses, pre-tax	$           1,001	$           2,704	$           1,858	$           4,522
		1 Included in segment operating loss
		2 Included in corporate activities
		3 Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, the Golden Skybridge and Forest Park Hotel in Canada.
		4 Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.

(B)

We exclude the adjustment to the redemption value of redeemable noncontrolling interest from the calculation of income before other items per share as it is a non-cash adjustment that does not affect net income or loss attributable to Viad.

(C)

Preferred stock and unvested share-based payment awards that contain nonforteitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) before other items per common share unless the effect of such inclusion is anti-dilutive.  The following table provides the share data used for calculating the allocation to participating securities if applicable:

	Three months ended June 30,				Six months ended June 30,
(in thousands)	2022		2021		2022		2021
Weighted-average outstanding common shares		20,731		20,397		20,544		20,384
Effect of participating convertible preferred shares (if applicable)		6,674		-		-		-
Effect of participating non-vested shares (if applicable)		25		-		-		-
Weighted-average shares including effect of participating interests (if applicable)		27,430		20,397		20,544		20,384
** Change is greater than +/- 100 percent

VIAD CORP AND SUBSIDIARIES

TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)

(UNAUDITED)

Same-Store - The term "same-store" is used within this document to refer to results without the impact of new experiences, if any, until such new experiences are included in the entirety of both comparable periods.  Management believes that the presentation of "same-store" results permits investors to better understand Viad's performance without the effects of new experiences.

	Three months ended June 30, 2022									Three months ended June 30, 2021
($ in thousands)	As Reported			New Experiences (Note A)			Same-Store			As Reported			New Experiences (Note A)			Same-Store
Viad Consolidated:
Revenue	$	319,203		$	9,365		$	309,838		$	61,233		$	3,127		$	58,106
Net income (loss) attributable to Viad	$	19,839								$	(42,026	)
Net income (loss) attributable to noncontrolling interest		451									(510	)
Net loss attributable to redeemable noncontrolling interest		(128	)								(431	)
(Income) loss from discontinued operations		(52	)								62
Net interest expense		7,761									5,565
Income tax expense (benefit)		3,359									(2,166	)
Depreciation and amortization		13,207									13,333
Restructuring charges		1,426									787
Other expense		612									680
Pension plan withdrawal		-									57
Start-up costs (B)		648									2,054
Acquisition transaction-related costs		91									88
Integration costs		119									5
Other non-recurring expenses (C)		143									557
Consolidated Adjusted EBITDA	$	47,476		$	271		$	47,205		$	(21,945	)	$	1,051		$	(22,996	)
Consolidated Adjusted EBITDA by Business:
Pursuit	$	15,613		$	271		$	15,342		$	2,011		$	1,051		$	960
Total GES		35,131			-			35,131			(21,561	)		-			(21,561	)
Total Segment EBITDA		50,744			271			50,473			(19,550	)		1,051			(20,601	)
Corporate EBITDA		(3,268	)		-			(3,268	)		(2,395	)		-			(2,395	)
Consolidated Adjusted EBITDA	$	47,476		$	271		$	47,205		$	(21,945	)	$	1,051		$	(22,996	)
Pursuit Adjusted EBITDA:
Revenue	$	77,599		$	9,365		$	68,234		$	36,313		$	3,127		$	33,186
Cost of services and products		(72,028	)		(11,640	)		(60,388	)		(44,410	)		(4,611	)		(39,799	)
Segment operating income (loss)		5,571			(2,275	)		7,846			(8,097	)		(1,484	)		(6,613	)
Depreciation		7,866			1,334			6,532			6,546			42			6,504
Amortization		1,316			445			871			1,439			439			1,000
Start-up costs (B)		648			648			-			2,054			2,054			-
Acquisition transaction-related costs		93			-			93			64			-			64
Integration costs		119			119			-			5			-			5
Adjusted EBITDA	$	15,613		$	271		$	15,342		$	2,011		$	1,051		$	960
Pursuit Operating margin		7.2	%		-24.3	%		11.5	%		-22.3	%		-47.5	%		-19.9	%
Pursuit Adjusted EBITDA margin		20.1	%		2.9	%		22.5	%		5.5	%		33.6	%		2.9	%
Total GES Adjusted EBITDA:
Revenue	$	241,604		$	-		$	241,604		$	24,920		$	-		$	24,920
Cost of services and products		(210,484	)		-			(210,484	)		(51,817	)		-			(51,817	)
Segment operating income (loss)		31,120			-			31,120			(26,897	)		-			(26,897	)
Depreciation		2,922			-			2,922			4,116			-			4,116
Amortization		1,089			-			1,089			1,220			-			1,220
Total GES Adjusted EBITDA	$	35,131		$	-		$	35,131		$	(21,561	)	$	-		$	(21,561	)
Total GES Operating margin		12.9	%					12.9	%			**						**
Total GES Adjusted EBITDA margin		14.5	%					14.5	%		-86.5	%					-86.5	%
GES Adjusted EBITDA by Reportable Segment:
Spiro	$	15,750					$	15,750		$	(6,057	)				$	(6,057	)
GES Exhibitions		19,381						19,381			(15,504	)					(15,504	)
Total GES	$	35,131		$	-		$	35,131		$	(21,561	)	$	-		$	(21,561	)
Spiro Revenue	$	89,425		$	-		$	89,425		$	11,944		$	-		$	11,944
Spiro Adjusted EBITDA Margin		17.6	%					17.6	%		-50.7	%					-50.7	%
GES Exhibitions Revenue	$	154,600		$	-		$	154,600		$	13,057		$	-		$	13,057
GES Exhibitions Adjusted EBITDA Margin		12.5	%					12.5	%			**						**

(A) New Experiences comprises the following attractions that were opened or acquired after January 1, 2021: Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 and opened June 2021), FlyOver Las Vegas (opened September 2021), and Glacier Raft Company (acquired April 2022) and costs related to the development of new experiences.

(B) Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, and the Golden Skybridge and Forest Park Hotel in Canada.

(C) Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.

VIAD CORP AND SUBSIDIARIES

TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)

(UNAUDITED)

Same-Store - The term "same-store" is used within this document to refer to results without the impact of new experiences, if any, until such new experiences are included in the entirety of both comparable periods.  Management believes that the presentation of "same-store" results permits investors to better understand Viad's performance without the effects of new experiences.

	Six months ended June 30, 2022									Six months ended June 30, 2021
($ in thousands)	As Reported			New Experiences (Note A)			Same-Store			As Reported			New Experiences (Note A)			Same-Store
Viad Consolidated:
Revenue	$	496,563		$	14,488		$	482,075		$	90,168		$	3,127		$	87,041
Net loss attributable to Viad	$	(9,162	)							$	(85,178	)
Net loss attributable to noncontrolling interest		(753	)								(1,955	)
Net loss attributable to redeemable noncontrolling interest		(266	)								(925	)
Income from discontinued operations		(327	)								(286	)
Net interest expense		13,638									10,650
Income tax expense (benefit)		777									(5,211	)
Depreciation and amortization		26,486									26,510
Restructuring charges		2,080									3,613
Impairment charges		583									-
Other expense		1,250									1,040
Pension plan withdrawal		-									57
Start-up costs (B)		1,079									3,618
Acquisition transaction-related costs		509									331
Integration costs		119									6
Other non-recurring expenses (C)		151									567
Consolidated Adjusted EBITDA	$	36,164		$	(133	)	$	36,297		$	(47,163	)	$	1,051		$	(48,214	)
Consolidated Adjusted EBITDA by Business:
Pursuit	$	4,115		$	(133	)	$	4,248		$	(7,050	)	$	1,051		$	(8,101	)
Total GES		37,851			-			37,851			(35,787	)		-			(35,787	)
Total Segment EBITDA		41,966			(133	)		42,099			(42,837	)		1,051			(43,888	)
Corporate EBITDA		(5,802	)		-			(5,802	)		(4,326	)		-			(4,326	)
Consolidated Adjusted EBITDA	$	36,164		$	(133	)	$	36,297		$	(47,163	)	$	1,051		$	(48,214	)
Pursuit Adjusted EBITDA:
Revenue	$	101,383		$	14,488		$	86,895		$	46,103		$	3,127		$	42,976
Cost of services and products		(117,010	)		(19,133	)		(97,877	)		(72,521	)		(6,400	)		(66,121	)
Segment operating income (loss)		(15,627	)		(4,645	)		(10,982	)		(26,418	)		(3,273	)		(23,145	)
Depreciation		15,648			2,492			13,156			13,003			59			12,944
Amortization		2,495			822			1,673			2,469			647			1,822
Start-up costs (B)		1,079			1,079			-			3,618			3,618			-
Acquisition transaction-related costs		401			-			401			272			-			272
Integration costs		119			119			-			6			-			6
Adjusted EBITDA	$	4,115		$	(133	)	$	4,248		$	(7,050	)	$	1,051		$	(8,101	)
Pursuit Operating margin		-15.4	%		-32.1	%		-12.6	%		-57.3	%			**		-53.9	%
Pursuit Adjusted EBITDA margin		4.1	%		-0.9	%		4.9	%		-15.3	%		33.6	%		-18.9	%
Total GES Adjusted EBITDA:
Revenue	$	395,180		$	-		$	395,180		$	44,065		$	-		$	44,065
Cost of services and products		(365,654	)		-			(365,654	)		(90,866	)		-			(90,866	)
Segment operating income (loss)		29,526			-			29,526			(46,801	)		-			(46,801	)
Depreciation		6,142			-			6,142			8,549			-			8,549
Amortization		2,183			-			2,183			2,465			-			2,465
Total GES Adjusted EBITDA	$	37,851		$	-		$	37,851		$	(35,787	)	$	-		$	(35,787	)
Total GES Operating margin		7.5	%					7.5	%			**						**
Total GES Adjusted EBITDA margin		9.6	%					9.6	%		-81.2	%					-81.2	%
GES Adjusted EBITDA by Reportable Segment:
Spiro	$	16,492					$	16,492		$	(11,599	)				$	(11,599	)
GES Exhibitions		21,359						21,359			(24,188	)					(24,188	)
Total GES	$	37,851		$	-		$	37,851		$	(35,787	)	$	-		$	(35,787	)
Spiro Revenue	$	132,241		$	-		$	132,241		$	24,003		$	-		$	24,003
Spiro Adjusted EBITDA Margin		12.5	%					12.5	%		-48.3	%					-48.3	%
GES Exhibitions Revenue	$	266,431		$	-		$	266,431		$	20,209		$	-		$	20,209
GES Exhibitions Adjusted EBITDA Margin		8.0	%					8.0	%			**						**

(A) New Experiences comprises the following attractions that were opened or acquired after January 1, 2021: Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 and opened June 2021), FlyOver Las Vegas (opened September 2021), and Glacier Raft Company (acquired April 2022) and costs related to the development of new experiences.

(B) Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, and the Golden Skybridge and Forest Park Hotel in Canada.

(C) Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.

VIAD CORP AND SUBSIDIARIES

TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED)

(UNAUDITED)

The following table provides revenue and Adjusted EBITDA by quarter for 2021, along with reconciliations of Adjusted EBITDA to the nearest GAAP measure, net income attributable to Viad.

	2021
($ in thousands)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Viad Consolidated:
Net (loss) income attributable to Viad	$	(43,152	)	$	(42,026	)	$	15,067		$	(22,544	)	$	(92,655	)
Net (loss) income attributable to noncontrolling interest		(1,445	)		(510	)		5,004			(1,363	)		1,686
Net loss attributable to redeemable noncontrolling interest		(494	)		(431	)		(296	)		(545	)		(1,766	)
(Income) loss from discontinued operations		(348	)		62			(248	)		(24	)		(558	)
Net interest expense		5,085			5,565			9,518			8,156			28,324
Income tax benefit		(3,045	)		(2,166	)		5,329			(1,906	)		(1,788	)
Depreciation and amortization		13,177			13,333			13,476			13,764			53,750
Restructuring charges		2,826			787			2,186			267			6,066
Other expense		360			680			466			507			2,013
Pension plan withdrawal		-			57			-			-			57
Start-up costs (A)		1,564			2,054			1,415			(289	)		4,744
Acquisition transaction-related costs		243			88			385			176			892
Integration costs		1			5			-			-			6
Other non-recurring expenses (B)		10			557			2			-			569
Consolidated Adjusted EBITDA	$	(25,218	)	$	(21,945	)	$	52,304		$	(3,801	)	$	1,340
Consolidated Adjusted EBITDA by Business:
Pursuit	$	(9,061	)	$	2,011		$	59,593		$	(9,854	)	$	42,689
Total GES		(14,226	)		(21,561	)		(4,226	)		9,649			(30,364	)
Total Segment EBITDA		(23,287	)		(19,550	)		55,367			(205	)		12,325
Corporate EBITDA		(1,931	)		(2,395	)		(3,064	)		(3,596	)		(10,986	)
Consolidated Adjusted EBITDA	$	(25,218	)	$	(21,945	)	$	52,303		$	(3,801	)	$	1,339
Pursuit Adjusted EBITDA:
Revenue	$	9,790		$	36,313		$	117,555		$	23,390		$	187,048
Cost of services and products		(28,111	)		(44,410	)		(67,954	)		(41,964	)		(182,439	)
Segment operating income (loss)		(18,321	)		(8,097	)		49,601			(18,574	)		4,609
Depreciation		6,457			6,546			6,734			7,623			27,360
Amortization		1,030			1,439			1,462			1,177			5,108
Start-up costs (A)		1,564			2,054			1,415			(289	)		4,744
Acquisition transaction-related costs		208			64			381			209			862
Integration costs		1			5			-			-			6
Adjusted EBITDA	$	(9,061	)	$	2,011		$	59,593		$	(9,854	)	$	42,689
Pursuit Operating margin			**		-22.3	%		42.2	%		-79.4	%		2.5	%
Pursuit Adjusted EBITDA margin		-92.6	%		5.5	%		50.7	%		-42.1	%		22.8	%
Total GES Adjusted EBITDA:
Revenue	$	19,145		$	24,920		$	116,044		$	160,183		$	320,292
Cost of services and products		(39,049	)		(51,817	)		(125,544	)		(155,494	)		(371,904	)
Segment operating income (loss)		(19,904	)		(26,897	)		(9,500	)		4,689			(51,612	)
Depreciation		4,433			4,116			4,024			3,746			16,319
Amortization		1,245			1,220			1,250			1,214			4,929
Total GES Adjusted EBITDA	$	(14,226	)	$	(21,561	)	$	(4,226	)	$	9,649		$	(30,364	)
Total GES Operating margin			**			**		-8.2	%		2.9	%		-16.1	%
Total GES Adjusted EBITDA margin		-74.3	%		-86.5	%		-3.6	%		6.0	%		-9.5	%
GES Adjusted EBITDA by Reportable Segment:
Spiro	$	(5,542	)	$	(6,057	)	$	890		$	6,430		$	(4,279	)
GES Exhibitions		(8,684	)		(15,504	)		(5,116	)		3,219			(26,085	)
Total GES	$	(14,226	)	$	(21,561	)	$	(4,226	)	$	9,649		$	(30,364	)
Spiro Revenue	$	12,059		$	11,944		$	37,866		$	54,718		$	116,587
Spiro Adjusted EBITDA Margin		-46.0	%		-50.7	%		2.4	%		11.8	%		-3.7	%
GES Exhibitions Revenue	$	7,152		$	13,057		$	81,129		$	108,152		$	209,490
GES Exhibitions Adjusted EBITDA Margin			**			**		-6.3	%		3.0	%		-12.5	%

(A) Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, the Golden Skybridge and Forest Park Hotel in Canada.

(B) Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.

EX-99.2

Exhibit 99.2

 Second QUARTER 2022 EARNINGS CALL  August 4, 2022 

 Forward-looking statements  This presentation contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions or goals also are forward looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.   Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:  the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;  our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;  general economic uncertainty in key global markets and a worsening of global economic conditions;  travel industry disruptions;  seasonality of our businesses;  unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;  our exposure to labor shortages, turnover, and labor cost increases;  the importance of key members of our account teams to our business relationships;  the competitive nature of the industries in which we operate;  our dependence on large exhibition event clients;  adverse effects of show rotation on our periodic results and operating margins;  transportation disruptions and increases in transportation costs;  natural disasters, weather conditions, accidents, and other catastrophic events;  our exposure to labor cost increases and work stoppages related to unionized employees;  our multi-employer pension plan funding obligations;  our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;  our exposure to cybersecurity attacks and threats;   our exposure to currency exchange rate fluctuations;  liabilities relating to prior and discontinued operations; and  compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.  For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this presentation except as required by applicable law or regulation.  2 

 NON-GAAP FINANCIAL MEASURES  This document includes the presentation of “Adjusted EBITDA” and ”Income (Loss) Before Other Items”, which are supplemental to results presented under accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies.  These non-GAAP measures should be considered in addition to, but not as a substitute for, other similar measures reported in accordance with GAAP.    The use of these non-GAAP financial measures is limited, compared to the GAAP measure of net income attributable to Viad, because it does not consider a variety of items affecting Viad’s consolidated financial performance as explained below.  Because these non-GAAP measures do not consider all items affecting Viad’s consolidated financial performance, a user of Viad’s financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company’s performance.  Adjusted EBITDA is defined by management as net income attributable to Viad before income (loss) from discontinued operations, interest expense and interest income, income taxes, depreciation and amortization, acquisition-related costs, attraction start-up costs, restructuring charges, impairment charges, and the reduction/increase for income/loss attributable to non-redeemable and redeemable non-controlling interests.   Adjusted EBITDA is considered a useful operating metric, in addition to net income attributable to Viad, as potential variations arising from non-recurring integration costs, non-cash amortization and depreciation, and non-operational expenses/income are eliminated, thus resulting in an additional measure considered to be indicative of Viad’s consolidated and segment performance. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business.  Income (Loss) Before Other Items is defined by management as net income attributable to Viad before income (loss) from discontinued operations, acquisition-related costs, attraction start-up costs, restructuring charges, impairment charges, other non-recurring expenses, and tax matters.   Income (Loss) Before Other Items is considered a useful operating metric, in addition to net income attributable to Viad, as potential variations arising from non-operational expenses/income are eliminated, thus resulting in an additional measure considered to be indicative of Viad’s performance.   3  Forward-Looking Non-GAAP Measures  The company has not quantitatively reconciled its guidance for adjusted EBITDA to its respective most comparable GAAP measure because certain reconciling items that impact this metric including, provision for income taxes, interest expense, restructuring or impairment charges, acquisition-related costs, and attraction start-up costs have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, reconciliations to the nearest GAAP financial measure are not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results as reported under GAAP. 

 4  MANAGEMENT REPRESENTATIVES  4  Ellen Ingersoll  CFO  David Barry  President Pursuit 

 Q2’22 HIGHLIGHTS  5 

 FINANCIAL PERFORMANCE  Ellen Ingersoll  CFO 

 7  strong Q2’22 RESULTS ABOVE GUIDANCE  7  GES significantly exceeded guidance  Adjusted EBITDA surpassed high-end of guidance range by ~$23 million  Pursuit came in below prior guidance primarily due to poor weather conditions during this shoulder period  Q2 revenue reached a new record driven by execution of Refresh, Build, Buy strategy  Net income attributable to Viad and Consolidated Adjusted EBITDA improved by >$60 million YOY  (in millions)  Q2’22        Revenue  $  319.2     Pursuit Revenue   77.6      GES Revenue   241.6            Net income attributable to Viad  $   19.8  Consolidated Adjusted EBITDA*  $   47.5     Pursuit Adjusted EBITDA*      15.6     GES Adjusted EBITDA*      35.1      Corporate Adjusted EBITDA*      (3.3)  * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. 

 8  Pursuit Q2’22 RESULTS Year-over-year  8  New Experiences include:  Glacier Raft Co (acquired April 2022)  Sky Lagoon (opened May 2021)  Golden Skybridge (acquired March 2021 and opened June 2021)  FlyOver Las Vegas (opened September 2021)  (in millions)  Q2’22     Q2’21     $ Change                                Revenue:                             Same Store  $   68.2      $   33.2      $   35.0      New Experiences      9.4          3.1          6.2      Total Pursuit  $   77.6      $   36.3      $   41.3                                 Adjusted EBITDA*:                             Same Store  $   15.3     $   1.0     $   14.4     New Experiences      0.3         1.1          (0.8)     Total Pursuit  $   15.6     $   2.0     $   13.6  Record Q2 revenue was driven by:  Lifting of COVID restrictions (including Canadian border re-opening)  Refreshing of assets and revenue management  New experiences, which continue to ramp  Adjusted EBITDA increase reflects:  Revenue growth  Improved staffing levels to support the return of consumer demand and new experiences  Q2’21 benefit of $3.6 million in wage subsidies from the Canadian government  * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure. 

 9  GES Q2’22 RESULTS Year-over-year  9  (in millions)  Q2’22     Q2’21     $ Change                                Revenue:                             Spiro  $   89.4      $   11.9      $   77.5      GES Exhibitions      154.6          13.1          141.5      Inter-segment Elims      (2.4)         (0.1)         (2.3)     Total GES  $   241.6      $   24.9      $   216.7   Adjusted EBITDA*:                             Spiro  $   15.8      $   (6.1)     $   21.8      GES Exhibitions      19.4          (15.5)         34.9      Total GES  $   35.1      $   (21.6)     $   56.7   Revenue growth reflects resumption of in-person event activity  Adjusted EBITDA increase reflects higher revenue  Y/Y revenue increase flowed through to Adjusted EBITDA at >25%  * Refer to Appendix for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.  Revenue as % of same period in 2019 

 David Barry  President Pursuit 

 11  Pursuit delivered record q2 revenue  Q2’22 revenue of $77.6 million increased 114% year over year and 40% from Q2’19  $20.8 million was generated by new experiences acquired/opened from 2019 to present  As compared to Q2’19, we drove revenue growth of 8.5% from experiences owned/open prior to 2019  Pursuit Revenue  (in millions)  Acquired/opened after 2020  Acquired/opened in 2019-2020  Owned/opened prior to 2019  New Experiences Acquired/Opened After 2020:  Glacier Raft Co (acquired April 2022)  FlyOver Las Vegas (opened September 2021)  Sky Lagoon (opened May 2021)  Golden Skybridge (acquired March 2021 / opened June 2021)  New Experiences Acquired/Open in 2019-2020:  Glacier Basecamp Lodge (acquired January 2020)  Open Top Touring (opened September 2020)  FlyOver Iceland (opened August 2019)  West Glacier RV Park (opened July 2019)  Mountain Park Lodges (acquired June 2019)  Belton Chalet (acquired May 2019) 

 [ 12 ]  Pursuit attraction PERFORMANCE – Q2  Refresh Build Buy strategy has enabled us to grow attractions visitors and ticket revenue vs. 2019 through expanded portfolio of attractions  Same-store visitor counts are experiencing substantial recovery as international tourism resumes  Anticipate full year 2022 visitation will be between 10% and 20% behind 2019 on a same store basis  +27%  Note: New attractions include Glacier Raft Co (acquired April 2022), FlyOver Las Vegas (opened September 2021), Sky Lagoon (opened May 2021), Golden Skybridge (acquired March 2021 / opened June 2021), Open Top Touring (opened September 2020), and FlyOver Iceland (opened August 2019). 

 [ 13 ]  +63%  Pursuit LODGING PERFORMANCE – Q2  Refresh Build Buy strategy has significantly increased room count  Q2’22 occupancy back to 2019 levels  ADR and RevPAR up meaningfully Y/Y and stronger than 2019  Note: New lodging includes Glacier Raft Co (acquired April 2022), Glacier Basecamp Lodge (acquired January 2020), West Glacier RV Park (opened July 2019), Mountain Park Lodges (acquired June 2019), and Belton Chalet (acquired May 2019) 

 15  PURSUIT’S LODGING PACING REMAINS STRONG  Banff  Rooms Revenue ($M, CAD)  ADR +5% vs. 2021  Results shown “same store” and exclude the Belton Chalet, Basecamp Lodge and Glacier Raft Co.  ADR +4% vs. 2021  Chart above excludes the Denali Backcountry Lodge, which is impacted in 2022 by the closure of the Denali Park Road  ADR +26% vs. 2021  Rooms Revenue OTB at 10% ahead of 2019  ADR +5% vs. 2021  Acquired June 2019  * Data as of July 24, 2022, OTB stands for On The Books (and represents reservations taken to date)  Jasper  Rooms Revenue ($M, CAD)  Glacier Park  Rooms Revenue ($M)  Alaska  Rooms Revenue ($M)  2019  2022  2021  +5%  2019  2021  2022  +28%  2019  2021  2022  +145%  2022  2021  +54% 

 Visitors from the Asia Pacific Region have historically been heavy consumers of Pursuit’s high-margin attractions as they travel on set and inclusive itineraries  These markets remain Covid restricted and have not yet returned to Western Canada  The return to pre-pandemic guest mix in future years will increase visitation to Pursuit’s attractions and drive margin expansion  [ 15 ]  CONTINUED RECOVERY OF long-haul TOURISM WILL DRIVE FURTHER GROWTH  60%  Asia Pacific  2019  88%  2022 YTD  Europe & Other  North America  Pursuit Guest Mix into Western Canada 

 17  GES REVENUE is rebounding  GES Revenue  (in millions)  Q2’22 revenue of $242 million was stronger than expected  Reached ~75% of pre-pandemic Q2’19  Spiro was 88% of Q2’19  GES Exhibitions was 70% of Q2’19  Spiro  GES Exhibitions  Note: Total GES revenue is net of inter-segment eliminations 

 18  SHOW SIZES continued to Improve in Q2  18  Same-show revenue for GES US Exhibitions was ~87% of 2019 pre-pandemic levels on average  Still seeing wide variation in event performance with some at or above and some well-below pre-pandemic level  Expect show size increases to begin to flatten out from Q2 levels over the next few quarters  GES US EXHIBITIONS SAME-SHOW REVENUE   VS. 2019 PRE-PANDEMIC OCCURRENCE 

 19  Ges exhibitions IMPROVED COST STRUCTURE  19  GES Exhibitions YTD Revenue Flow-Through  Transformation of GES’ cost structure during pandemic continues to yield results  YTD flow-through of incremental GES Exhibitions revenue to Adjusted EBITDA met our target of >20% 

 20  FINANCIAL OUTLOOK  Ellen Ingersoll  CFO 

 21  FINANCIAL OUTLOOK - pursuit  21  KEY ASSUMPTIONS  US same store revenue outperforms 2019 on strong leisure travel demand and benefit from continued investment in the guest experience  Canada same store revenue remains below 2019 as certain long-haul international leisure travel markets are slower to recover  New experiences continue to ramp up as guest awareness builds and long-haul leisure travel demand increases  Revenue management efforts to drive rate increases help offset wage rate and other inflationary pressures  Margins will improve from 2021, but remain below 2019 due to guest mix that will see strong demand from N. America and Europe while Asia Pacific markets are slower to recover  Adjusted EBITDA Guidance ($millions)  Q3’22  FY’22  $74 to $82  vs. $59.6 in Q3’21 and $75.1 in Q3’19   $70 to $80  vs. $42.7 in FY’21 and $81.2 in FY’19   FY guidance range reduced by $10M (was $80 to $90), largely due to lower than expected Q2 results and a slower ramping of FlyOver Las Vegas than previously anticipated 

 22  FINANCIAL OUTLOOK - ges  22  KEY ASSUMPTIONS  Exhibitions same-show revenue will generally remain at or better than 75% of pre-pandemic levels  Experiential marketing budgets of major Spiro clients will remain at 80%+ of pre-pandemic levels  SG&A will gradually increase to support increased business activity and future revenue growth  Adjusted EBITDA Guidance ($millions)  Q3’22  FY’22  $6 to $11  vs. ($4.2) in Q3’21 and ($2.8) in Q3’19   $50 to $60  vs. ($30.4) in FY’21 and $71.5 in FY’19   FY guidance range increased by $25M (was $25 to $35) largely due to stronger than expected Q2 results 

 APPENDIX 

 24  Q2 REVENUE AND ADJUSTED EBITDA 

 FORWARD-LOOKING NON-GAAP FINANCIAL MEASURES  We have also provided the following forward−looking non−GAAP financial measure: Adjusted EBITDA. We do not provide a reconciliation of this forward−looking non−GAAP financial measure to the most directly comparable GAAP financial measure because, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible, not all of the information necessary for quantitative reconciliations is available to us without unreasonable efforts. Consequently, any attempt to disclose such reconciliations would imply a degree of precision that could be confusing or misleading to investors. It is possible that the forward−looking non−GAAP financial measure may be materially different from the corresponding forward-looking non−GAAP financial measure.  NON-GAAP FINANCIAL RECONCILIATION  25  Revenue has been adjusted in 2019 for immaterial errors related to the revenue recognition of GES’ Corporate Accounts’ third-party services, which are now reported on a net basis to reflect only the fees received for arranging these services.  Includes costs related to the development of Pursuit's new FlyOver attractions in Las Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, and the Golden Skybridge and Forest Park Hotel in Canada.  Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.  Corporate Adjusted EBITDA is calculated as Corporate activities expense before depreciation, acquisition-transaction-related costs and other non-recurring costs included within Corporate activities expense.  Includes inventory write-offs at GES in connection with transitioning to an outsourced model for trade show aisle carpet.  

 26  NON-GAAP FINANCIAL RECONCILIATION 

 27  Pursuit key performance metrics  27 

 28  Liquidity remains strong  28  Our liquidity position at June 30, 2022 was $127 million  Pursuit capital expenditures included growth capital for the Forest Park Hotel (est. opening August 2022)  On April 6, 2022, we completed the acquisition of the Glacier Raft Company for ~$25 million (net of cash acquired) funded with cash on hand and $15 million of revolver borrowings  * Capacity available is equal to $100 million total facility size less outstanding balance and letters of credit. 

 29  BALANCE SHEET FLEXIBILITY to continue growth investments  29  Term Loan B, which matures in 2028, has no financial covenants  The financial covenants related to our revolving credit facility provide flexibility through Q1’23  Max leverage ratio of 5.25x for 9/30/22 TTM, declining to 4.75x at 12/31/22, 4.5x at 3/31/23, and 4.0x thereafter  On April 6, 2022, we completed the acquisition of the Glacier Raft Company for ~$25 million (net of cash acquired) funded with cash on hand and $15 million of revolver borrowings  * Capacity available is equal to $100 million total facility size less outstanding balance and letters of credit. 

XML

Document and Entity Information	Aug. 04, 2022
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 04, 2022
Entity Registrant Name	VIAD CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-11015
Entity Tax Identification Number	36-1169950
Entity Address, Address Line One	7000 East 1st Avenue
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251-4304
City Area Code	602
Local Phone Number	207-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000884219
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $1.50 Par Value
Trading Symbol	VVI
Security Exchange Name	NYSE
Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	__
Security Exchange Name	NYSE