- Q122 results significantly better than expected and full
year expectations raised
- Pursuit Refresh, Build, Buy strategy continues to fuel
growth
- GES launches Spiro to accelerate growth in Brand
Experiences
Viad Corp (NYSE: VVI), a leading provider of experiential
leisure travel and live events and marketing experiences, today
reported financial results for the 2022 first quarter.
Steve Moster, Viad’s president and chief executive officer,
commented, “Our 2022 first quarter results significantly exceeded
our expectations, primarily on stronger than anticipated revenue at
GES as in-person event activity continued to improve. Pursuit
performed in line with our expectations and delivered record first
quarter revenue driven by stronger demand for our same-store and
new year-round experiences during this seasonally slow
quarter.”
Moster continued, “I am proud of our first quarter performance
and encouraged by the acceleration of activity across our
businesses. Advance bookings at Pursuit point to a very strong peak
season this summer, and GES’ event bookings and pipeline indicate
that in-person event activity will continue to improve. I look
forward to building on our momentum as we execute over the balance
of the year.”
First Quarter 2022 Financial
Highlights
Three months ended March
31,
(in millions)
2022
2021
$ Change
Revenue
$
177.4
$
28.9
$
148.4
Pursuit Revenue
23.8
9.8
14.0
GES Revenue
153.6
19.1
134.4
Net loss attributable to Viad
$
(29.0
)
$
(43.2
)
$
14.2
Consolidated Adjusted EBITDA*
$
(11.3
)
$
(25.2
)
$
13.9
Pursuit Adjusted EBITDA*
(11.5
)
(9.1
)
(2.4
)
GES Adjusted EBITDA*
2.7
(14.2
)
16.9
Corporate Adjusted EBITDA*
(2.5
)
(1.9
)
(0.6
)
* 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.
Pursuit Results
Pursuit’s first quarter revenue increased $14.0 million from the
2021 first quarter. Our new year-round experiences contributed $5.1
million to the year-over-year growth and same-store revenue grew by
$8.9 million versus the 2021 first quarter primarily due to
stronger visitation at our Canadian experiences. Pursuit’s seasonal
adjusted EBITDA loss increased by $2.4 million versus the 2021
first quarter primarily due to a $2.8 million prior year benefit
from the Canadian government’s emergency wage subsidy program.
Regarding Pursuit’s results, Moster commented, “We are very
happy with the record level of first quarter revenue delivered by
Pursuit. Our attractions and lodging properties in Canada benefited
from travel restrictions being lifted, as well as our efforts to
refresh our existing experiences and maximize revenue. Our new
experiences, including the Sky Lagoon and FlyOver Las Vegas, are
performing well and continue to gain momentum as awareness builds
and long-haul leisure travel improves.”
Moster continued, “With the Canadian border open, the new
experiences we have added, and strong leisure travel demand, we
expect revenue will remain much higher than the levels we realized
in 2021. In preparation for significantly higher revenue, we are
building up our bench of talented team members to ensure we are
ready to deliver hospitality excellence for our guests. And we look
forward to delivering strong EBITDA as we move into our peak summer
season.”
GES Results and Launch of Spiro
GES’ first quarter revenue increased $134.4 million from the
2021 first quarter and Adjusted EBITDA improved by $16.9 million as
compared to the 2021 first quarter. 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. Excluding a $9.1 million dollar gain on the
sale of a GES facility in the 2021 first quarter, the year over
year improvement in GES Adjusted EBITDA was $26.0 million.
Regarding GES’ results, Moster commented, “GES’ results exceeded
our expectations due to a faster than expected rebound of event
activity, which accelerated in March following two slower months
that were challenged by the impacts of the COVID-19 Omicron
variant. Revenue in the month of March reached approximately 75
percent of the amount generated in the 2019 pre-pandemic month.
We’re still seeing a fair amount of variation across the events we
produce, but the overall trend line continues to improve and the
corporate clients that we support with Brand Experiences have
healthy budgets for this year.”
During the first quarter, we created a unique identity, Spiro,
for our Brand Experiences business. Spiro is the natural evolution
of the strong client partnerships that we have built through our
Brand Experiences business, which represented about 30 percent of
GES’ revenue in 2019 while serving as a strategic marketing partner
to leading brands around the world.
Regarding Spiro, Moster commented, “Over the past year, we have
positioned the Brand Experiences portion of GES to focus
exclusively on corporate brand marketers. In the first quarter, we
introduced the Spiro brand to the market to accelerate our growth
by servicing the changing needs of today’s brand marketers across a
broader spectrum of their experiential marketing needs. We have
been very successful onboarding new clients since 2019 and that has
continued into 2022. The launch of Spiro is well-timed to help us
accelerate growth in this large fragmented market as corporate
brands pursue strong customer engagement across the physical,
virtual, digital and hybrid marketing channels. I am thrilled about
the growth potential for Spiro.”
In connection with the reorganization of our operations to
support the launch and growth of Spiro, we have defined two new
reportable segments for GES: Spiro and GES Exhibitions. The
following table provides a comparison of 2022 first quarter revenue
and Adjusted EBITDA to the comparable period in 2021 for GES’ two
reportable segments. Additional historical financial information
for these segments can be found in the tables accompanying this
press release.
Three months ended March
31,
(in millions)
2022
2021
$ Change
Revenue:
Spiro
$
42.8
$
12.1
$
30.8
GES Exhibitions
111.8
7.2
104.7
Inter-segment Eliminations
(1.1
)
(0.1
)
(1.0
)
Total GES
$
153.6
$
19.1
$
134.4
Adjusted EBITDA*:
Spiro
$
0.7
$
(5.5
)
$
6.3
GES Exhibitions
2.0
(8.7
)
10.7
Total GES
$
2.7
$
(14.2
)
$
16.9
* 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.
Spiro’s first quarter 2022 revenue increased $30.8 million with
an increase in Adjusted EBITDA of $6.3 million as compared to the
2021 first quarter. GES Exhibitions’ first quarter 2022 revenue
increased $104.7 million with an increase in Adjusted EBITDA of
$10.7 million (or $19.8 million excluding the $9.1 million facility
sale gain during the 2021 first quarter) as compared to the 2021
first quarter. These improvements primarily reflect the resumption
of in-person event activity as well as the benefit of the cost
structure reductions we've implemented.
Balance Sheet and Cash Flow Highlights
We ended the first quarter with total liquidity of $145.3
million, comprising cash and cash equivalents of approximately $58
million and approximately $87 million of capacity available on our
revolving credit facility ($100 million total facility size, less
approximately $13 million in letters of credit). Our debt totaled
approximately $474 million, including $398 million outstanding on
our Term Loan B, financing lease obligations of approximately $66
million (which primarily comprises real estate leases at Pursuit),
and approximately $9 million in other debt.
Our 2022 first quarter cash flow from operations was an inflow
of approximately $18 million, our capital expenditures totaled
approximately $13 million, and we paid approximately $2 million in
cash dividends on our convertible preferred equity and made net
debt payments of approximately $4 million.
Moster commented, “As a result of our strong cash flow
management and improved business activity, we generated positive
operating cash flow during our seasonally slow first quarter. We
have a solid liquidity position and financial flexibility that
allows us to continue investing in high-return growth opportunities
through Pursuit’s Refresh, Build, Buy strategy, including our April
6th acquisition of the Glacier Raft Company and construction of our
new Forest Park Hotel in Jasper, as well as longer-term build
projects to expand our FlyOver attraction platform.”
2022 Outlook
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)
Second Quarter
Full Year
Key Assumptions
Pursuit
$17 to $21
$80 to $90
- US same store revenue out-performs 2019 on strong domestic
leisure travel demand;
- Canada same store revenue remains below 2019 on partial
recovery of long-haul international leisure travel
- New experiences continue to ramp as awareness builds and
long-haul leisure travel partially recovers
- Revenue management efforts to drive rate increases offset wage
inflation
- Overall margins will improve from 2021 but remain below 2019
due to guest mix
GES
$8 to $12
$25 to $35
- Exhibitions same-show revenue will generally remain at or
better than 75% of pre-pandemic levels
- Experiential marketing budgets of major Spiro clients are
approximately 80% of pre-pandemic levels
- SG&A will gradually increase to support increased business
activity and future revenue growth
Corporate
~$(3)
$(11) to $(12)
- Run rate remains consistent with first quarter
Conference Call Details
Management will host a
conference call to review first quarter 2022 results on Thursday,
May 5, 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://www.incommglobalevents.com/registration/q4inc/10659/viad-corp-first-quarter-2022-earnings-call/.
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 (866) 813-9403 or (929) 458-6194 and entering the
conference ID 953633.
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. 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. 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. 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 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.
VIAD CORP AND SUBSIDIARIES TABLE ONE - QUARTERLY
RESULTS (UNAUDITED)
Three months ended March 31,
(in thousands, except per share data)
2022
2021
$ Change
% Change
Revenue: Pursuit
$
23,784
$
9,790
$
13,994
**
GES: Spiro
42,816
12,059
30,757
**
GES Exhibitions
111,831
7,152
104,679
**
Inter-segment eliminations
(1,071
)
(66
)
(1,005
)
**
Total GES
153,576
19,145
134,431
**
Total revenue
$
177,360
$
28,935
$
148,425
**
Segment operating loss: Pursuit
$
(21,198
)
$
(18,321
)
(2,877
)
-15.7
%
GES: Spiro
(239
)
(7,169
)
6,930
96.7
%
GES Exhibitions
(1,355
)
(12,735
)
11,380
89.4
%
Total GES
(1,594
)
(19,904
)
18,310
92.0
%
Segment operating loss
$
(22,792
)
$
(38,225
)
$
15,433
40.4
%
Corporate eliminations
17
17
-
0.0
%
Corporate activities (Note A)
(2,673
)
(2,005
)
(668
)
-33.3
%
Restructuring charges (Note B)
(654
)
(2,826
)
2,172
76.9
%
Impairment charges (Note C)
(583
)
-
(583
)
**
Other expense
(638
)
(360
)
(278
)
-77.2
%
Net interest expense (Note D)
(5,877
)
(5,085
)
(792
)
-15.6
%
Loss from continuing operations before income taxes
(33,200
)
(48,484
)
15,284
31.5
%
Income tax benefit (Note E)
2,582
3,045
(463
)
-15.2
%
Loss from continuing operations
(30,618
)
(45,439
)
14,821
32.6
%
Income from discontinued operations (Note F)
275
348
(73
)
-21.0
%
Net loss
(30,343
)
(45,091
)
14,748
32.7
%
Net loss attributable to noncontrolling interest
1,204
1,445
(241
)
-16.7
%
Net loss attributable to redeemable noncontrolling interest
138
494
(356
)
-72.1
%
Net loss attributable to Viad
$
(29,001
)
$
(43,152
)
$
14,151
32.8
%
Amounts Attributable to Viad: Loss from continuing
operations
$
(29,276
)
$
(43,500
)
$
14,224
32.7
%
Income from discontinued operations (Note F)
275
348
(73
)
-21.0
%
Net loss
$
(29,001
)
$
(43,152
)
$
14,151
32.8
%
Loss per common share attributable to Viad (Note G):
Basic loss per common share
$
(1.53
)
$
(2.21
)
$
0.68
30.8
%
Diluted loss per common share
$
(1.53
)
$
(2.21
)
$
0.68
30.8
%
Weighted-average common shares outstanding: Basic
weighted-average outstanding common shares
20,518
20,370
148
0.7
%
Additional dilutive shares related to share-based compensation
-
-
-
**
Diluted weighted-average outstanding common shares
20,518
20,370
148
0.7
%
Adjusted EBITDA* by Reportable Segment: Pursuit
$
(11,498
)
$
(9,061
)
$
(2,437
)
-26.9
%
GES: Spiro
742
(5,542
)
6,284
**
GES Exhibitions
1,978
(8,684
)
10,662
**
Total GES
2,720
(14,226
)
16,946
**
Corporate
(2,534
)
(1,931
)
(603
)
-31.2
%
Consolidated Adjusted EBITDA
(11,312
)
(25,218
)
13,906
55.1
%
As of March 31,
Capitalization Data:
2022
2021
$ Change
% Change
Cash and cash equivalents
57,902
34,714
23,188
66.8
%
Total debt
473,845
372,699
101,146
27.1
%
Viad shareholders' equity
(18,169
)
56,502
(74,671
)
**
Non-controlling interests (redeemable and non-redeemable)
90,795
88,263
2,532
2.9
%
Convertible Series A Preferred Stock (Note H): Convertible
preferred stock (including accumulated dividends paid in kind)***
141,827
139,904
1,924
1.4
%
Equivalent number of common shares
6,674
6,584
91
1.4
%
* 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 months ended March
31, 2022 was primarily due to higher performance-based compensation
expense. (B) Restructuring Charges — Restructuring charges
during the three months ended March 31, 2022 were primarily related
to severance and facility closures at GES. Restructuring charges
during the three months ended March 31, 2021 were primarily related
to facility closures and the elimination of certain positions 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) Impairment Charges — Impairment charges during the three months
ended March 31, 2022 were related to software development costs
that are no longer being utilized at GES. (D) Net Interest
Expense — The increase in interest expense during the three months
ended March 31, 2022 was primarily due to higher interest rates and
higher debt balances in 2022, offset in part by $1.9 million of
capitalized interest recorded in the three months ended March 31,
2022. (E) Income Tax Benefit – The effective tax rate was
7.8% for the three months ended March 31, 2022 and 6.3% for the
three months ended March 31, 2021. The effective tax rates for both
the three months ended March 31, 2022 and 2021 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. (F) Income from Discontinued Operations — Income
from discontinued operations during the three months ended March
31, 2022 and 2021 were primarily due insurance recoveries related
to previously sold operations, offset in part by legal expenses.
(G) 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 March 31,
(in thousands)
2022
2021
$ Change
% Change
Net loss attributable to Viad
$
(29,001
)
$
(43,152
)
$
14,151
32.8
%
Convertible preferred stock dividends paid in cash
(1,950
)
-
(1,950
)
**
Convertible preferred stock dividends paid in kind
-
(1,898
)
1,898
-100.0
%
Adjustment to the redemption value of redeemable noncontrolling
interest
(351
)
(56
)
(295
)
**
Undistributed income (loss) attributable to Viad
(31,302
)
(45,106
)
13,804
30.6
%
Less: Allocation to participating securities
-
-
-
**
Net loss allocated to Viad common shareholders (basic)
$
(31,302
)
$
(45,106
)
$
13,804
30.6
%
Add: Allocation to participating securities
-
-
-
**
Net loss allocated to Viad common shareholders (diluted)
$
(31,302
)
$
(45,106
)
$
13,804
30.6
%
Basic weighted-average outstanding common shares
20,518
20,370
148
0.7
%
Additional dilutive shares related to share-based compensation
-
-
-
**
Diluted weighted-average outstanding common shares
20,518
20,370
148
0.7
%
(H) 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 March 31,
(in thousands, except per share data)
2022
2021
$ Change
% Change
Loss before other items: Net loss attributable to Viad
$
(29,001
)
$
(43,152
)
$
14,151
32.8
%
Income from discontinued operations attributable to Viad
(275
)
(348
)
73
21.0
%
Loss from continuing operations attributable to Viad
(29,276
)
(43,500
)
14,224
32.7
%
Restructuring charges, pre-tax
654
2,826
(2,172
)
-76.9
%
Impairment charges, pre-tax
583
-
583
**
Acquisition-related costs and other non-recurring expenses, pre-tax
(Note A)
857
1,818
(961
)
-52.9
%
Tax benefit on above items
(77
)
(177
)
100
56.5
%
Loss before other items
$
(27,259
)
$
(39,033
)
$
11,774
30.2
%
The components of income (loss) before other items per share
are as follows: Loss before other items (as reconciled
above)
(27,259
)
(39,033
)
11,774
30.2
%
Convertible preferred stock dividends paid in cash
(1,950
)
-
(1,950
)
**
Convertible preferred stock dividends paid in kind
-
(1,898
)
1,898
-100.0
%
Undistributed loss before other items attributable to Viad (Note B)
(29,209
)
(40,931
)
11,722
28.6
%
Less: Allocation to participating securities (Note C)
-
-
-
**
Diluted loss before other items allocated to Viad common
shareholders
$
(29,209
)
$
(40,931
)
$
11,722
28.6
%
Diluted weighted-average outstanding common shares
20,518
20,370
148
0.7
%
Loss before other items per common share
$
(1.42
)
$
(2.01
)
$
0.59
29.4
%
(A) Acquisition-related costs and other non-recurring
expenses include:
Three months ended March 31,
(in thousands)
2022
2021
Acquisition integration costs - Pursuit1
$
-
$
1
Acquisition transaction-related costs - Pursuit1
308
208
Acquisition transaction-related costs - Corporate2
110
35
Attraction start-up costs1, 3
431
1,564
Other non-recurring expenses2, 4
8
10
Acquisition-related and other non-recurring expenses, pre-tax
$
857
$
1,818
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 March 31,
(in thousands)
2022
2021
Weighted-average outstanding common shares
20,518
20,370
Effect of participating convertible preferred shares (if
applicable)
-
-
Effect of participating non-vested shares (if applicable)
-
-
Weighted-average shares including effect of participating interests
(if applicable)
20,518
20,370
** 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
March 31, 2022 Three months ended March 31, 2021 ($ in thousands)
As Reported NewExperiences(Note A) Same-Store As Reported
NewExperiences(Note A) Same-Store
Viad Consolidated:
Revenue
$
177,360
$
5,123
$
172,237
$
28,935
$
-
$
28,935
Net loss attributable to Viad
$
(29,001
)
$
(43,152
)
Net loss attributable to noncontrolling interest
(1,204
)
(1,445
)
Net loss attributable to redeemable noncontrolling interest
(138
)
(494
)
Income from discontinued operations
(275
)
(348
)
Net interest expense
5,877
5,085
Income tax benefit
(2,582
)
(3,045
)
Depreciation and amortization
13,279
13,177
Restructuring charges
654
2,826
Impairment charges
583
-
Other expense
638
360
Start-up costs (B)
431
1,564
Acquisition transaction-related costs
418
243
Integration costs
-
1
Other non-recurring expenses (C)
8
10
Consolidated Adjusted EBITDA
$
(11,312
)
$
(386
)
$
(10,926
)
$
(25,218
)
$
-
$
(25,218
)
Consolidated Adjusted EBITDA by Business: Pursuit
$
(11,498
)
$
(386
)
$
(11,112
)
$
(9,061
)
$
-
$
(9,061
)
Total GES
2,720
-
2,720
(14,226
)
-
(14,226
)
Total Segment EBITDA
(8,778
)
(386
)
(8,392
)
(23,287
)
-
(23,287
)
Corporate EBITDA
(2,534
)
-
(2,534
)
(1,931
)
-
(1,931
)
Consolidated Adjusted EBITDA
$
(11,312
)
$
(386
)
$
(10,926
)
$
(25,218
)
$
-
$
(25,218
)
Pursuit Adjusted EBITDA: Revenue
$
23,784
$
5,123
$
18,661
$
9,790
$
-
$
9,790
Cost of services and products
(44,982
)
(7,473
)
(37,509
)
(28,111
)
(1,789
)
(26,322
)
Segment operating loss
(21,198
)
(2,350
)
(18,848
)
(18,321
)
(1,789
)
(16,532
)
Depreciation
7,782
1,157
6,625
6,457
17
6,440
Amortization
1,179
376
803
1,030
208
822
Start-up costs (B)
431
431
-
1,564
1,564
-
Acquisition transaction-related costs
308
-
308
208
-
208
Integration costs
-
-
-
1
-
1
Adjusted EBITDA
$
(11,498
)
$
(386
)
$
(11,112
)
$
(9,061
)
$
-
$
(9,061
)
Pursuit Operating margin
-89.1
%
-45.9
%
** ** ** Pursuit Adjusted EBITDA margin
-48.3
%
-7.5
%
-59.5
%
-92.6
%
-92.6
%
Total GES Adjusted EBITDA: Revenue
$
153,576
$
-
$
153,576
$
19,145
$
-
$
19,145
Cost of services and products
(155,170
)
-
(155,170
)
(39,049
)
-
(39,049
)
Segment operating loss
(1,594
)
-
(1,594
)
(19,904
)
-
(19,904
)
Depreciation
3,220
-
3,220
4,433
-
4,433
Amortization
1,094
-
1,094
1,245
-
1,245
Total GES Adjusted EBITDA
$
2,720
$
-
$
2,720
$
(14,226
)
$
-
$
(14,226
)
Total GES Operating margin
-1.0
%
-1.0
%
** ** Total GES Adjusted EBITDA margin
1.8
%
1.8
%
-74.3
%
-74.3
%
GES Adjusted EBITDA by Reportable Segment: Spiro
$
742
$
742
$
(5,542
)
$
(5,542
)
GES Exhibitions
1,978
1,978
(8,684
)
(8,684
)
Total GES
$
2,720
$
-
$
2,720
$
(14,226
)
$
-
$
(14,226
)
Spiro Revenue
$
42,816
$
-
$
42,816
$
12,059
$
-
$
12,059
Spiro Adjusted EBITDA Margin
1.7
%
1.7
%
-46.0
%
-46.0
%
GES Exhibitions Revenue
$
111,831
$
-
$
111,831
$
7,152
$
-
$
7,152
GES Exhibitions Adjusted EBITDA Margin
1.8
%
1.8
%
** ** (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), and FlyOver Las Vegas (opened September 2021)
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 for GES'
new reportable segments, 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
GES Revenue: Spiro
12,059
11,944
37,866
54,718
116,587
GES Exhibitions
7,152
13,057
81,129
108,152
209,490
Inter-segment eliminations
(66
)
(81
)
(2,951
)
(2,687
)
(5,785
)
Total GES
19,145
24,920
116,044
160,183
320,292
GES Adjusted EBITDA: Spiro
(5,542
)
(6,057
)
890
6,430
(4,279
)
GES Exhibitions
(8,684
)
(15,504
)
(5,115
)
3,219
(26,084
)
Total GES
(14,226
)
(21,561
)
(4,225
)
9,649
(30,363
)
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
)
(4,225
)
9,649
(30,363
)
Total Segment EBITDA
(23,287
)
(19,550
)
55,368
(205
)
12,326
Corporate EBITDA
(1,931
)
(2,395
)
(3,064
)
(3,596
)
(10,986
)
Consolidated Adjusted EBITDA
$
(25,218
)
$
(21,945
)
$
52,304
$
(3,801
)
$
1,340
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 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
)
(125,543
)
(155,494
)
(371,903
)
Segment operating loss
(19,904
)
(26,897
)
(9,499
)
4,689
(51,611
)
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
)
$
(4,225
)
$
9,649
$
(30,363
)
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
)
(5,115
)
3,219
(26,084
)
Total GES
$
(14,226
)
$
(21,561
)
$
(4,225
)
$
9,649
$
(30,363
)
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220505005508/en/
Carrie Long or Michelle Porhola Investor Relations (602)
207-2681 ir@viad.com
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