- Q3’22 results were significantly ahead of 2021, in line with
prior guidance
- Pursuit posted record revenue driven by new experiences and
strengthening international leisure travel
- GES delivered strong growth driven by continued industry
recovery, improved cost structure, and solid execution
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 $40.1 million for the
2022 third quarter.
Steve Moster, Viad’s president and chief executive officer,
commented, “We delivered substantial growth during the third
quarter as Pursuit and GES both experienced stronger demand.
Revenue increased nearly 64 percent year-over-year and consolidated
Adjusted EBITDA reached $82 million, surpassing the amount we
realized in the 2019 third quarter.”
Moster continued, “Our actions to scale Pursuit, transform GES
Exhibitions’ cost structure, and strengthen Spiro’s capabilities
are accelerating our growth as we capitalize on the recovery of our
industries. I am very pleased with our performance thus far and
excited about our trajectory.”
Third Quarter 2022 Financial
Highlights
Three months ended September
30,
(in millions)
2022
2021
$ Change
Revenue
$
382.7
$
233.6
$
149.1
Pursuit Revenue
163.8
117.6
46.2
GES Revenue
218.9
116.0
102.9
Net income attributable to Viad
$
40.1
$
15.1
$
25.1
Consolidated Adjusted EBITDA*
$
82.0
$
52.3
$
29.7
Pursuit Adjusted EBITDA*
75.1
59.6
15.5
GES Adjusted EBITDA*
10.7
(4.2
)
14.9
Corporate Adjusted EBITDA*
(3.8
)
(3.1
)
(0.7
)
* 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.
Net income attributable to Viad improved by $25 million from the
2021 third quarter primarily driven by higher revenue at GES and
Pursuit.
Pursuit Results
Pursuit’s third quarter revenue increased $46.2 million (39%)
from the 2021 quarter. Pursuit’s same-store revenue from
experiences that were owned and open prior to 2021 was $145.1
million, up $34.9 million from the 2021 third 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 from 2021 forward was $18.7 million
versus $7.4 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 third quarter adjusted EBITDA increased by $15.5
million versus the 2021 third quarter primarily due to the increase
in revenue.
Regarding Pursuit’s results, Moster commented, “Pursuit
delivered significant year-over-year growth during the third
quarter as international tourism to Canada and Iceland improved
versus 2021 and our U.S. hotels and attractions continued to post
very strong results. Although we haven’t yet seen a full recovery
of long-haul international guests to our Canadian experiences,
Pursuit continues to achieve record levels of revenue due to our
ongoing Refresh, Build, Buy efforts. We are driving growth through
investments in new attractions and hotels, as well as upgraded food
and beverage and retail offerings across our existing
portfolio.”
Moster continued, “As long-haul leisure travel continues to
recover and awareness of our newest attractions builds, we expect
strong growth will continue beyond 2022.”
GES Results
GES’ third quarter revenue increased $102.9 million (89%) from
the 2021 third quarter and Adjusted EBITDA improved by $14.9
million. These improvements are primarily due to increased live
event activity as compared to the 2021 third quarter.
Regarding GES’ overall results, Moster commented, “GES posted
strong third quarter results as live event activity continued to
improve and we realized the benefits of an improved cost structure.
Same-show revenues for events produced by our U.S. exhibitions team
grew to 91% of 2019 pre-pandemic levels, up from 46% in the 2021
third quarter, and we continued to see solid spending from Spiro’s
corporate clients.”
Moster continued, “The benefits of our cost structure
improvements are apparent when comparing our third quarter results
to those achieved in the 2019 third quarter. On essentially the
same level of revenue, we delivered adjusted EBITDA that was $13.5
million better than the 2019 third quarter. I remain 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 third quarter
revenue and Adjusted EBITDA to the comparable period in 2021 for
GES’ two reportable segments.
Three months ended September
30,
(in millions)
2022
2021
$ Change
Revenue:
Spiro
$
73.3
$
37.9
$
35.4
GES Exhibitions
147.9
81.1
66.7
Inter-segment Eliminations
(2.2
)
(3.0
)
0.7
Total GES
$
218.9
$
116.0
$
102.9
Adjusted EBITDA*:
Spiro
$
4.7
$
0.9
$
3.8
GES Exhibitions
6.0
(5.1
)
11.1
Total GES
$
10.7
$
(4.2
)
$
14.9
* 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.
Balance Sheet and Cash Flow Highlights
We ended the third quarter with total liquidity of $165.8
million, comprising cash and cash equivalents of $79.2 million and
$86.6 million of capacity available on our revolving credit
facility ($100 million total facility size, less $13.4 million in
letters of credit). Our debt totaled $479.4 million, including $397
million outstanding on our Term Loan B, financing lease obligations
of approximately $60 million (which primarily comprises real estate
leases at Pursuit), and approximately $22 million in other
debt.
Our 2022 third quarter cash flow from operations was an inflow
of approximately $61 million, our capital expenditures totaled
approximately $23 million, and we paid approximately $2 million in
cash dividends on our convertible preferred equity. Our net debt
payments during the quarter were approximately $8 million,
including $15 million on our revolver offset in part by other
borrowings of approximately $7 million.
Moster commented, “During the third quarter, we completed
construction of and opened our new Forest Park Hotel in downtown
Jasper and continued to make progress with other growth investments
including FlyOver Chicago and a new mountain coaster at our Golden
Skybridge attraction. We remain focused 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.”
2022 Outlook
Regarding Viad’s outlook, Moster commented, “We have experienced
very strong recovery across our businesses this year and we expect
that will continue into the fourth quarter. At Pursuit, we’ll enter
a seasonally slower part of the year, but we expect to deliver
higher adjusted EBITDA as compared to the 2021 fourth quarter as
same-store revenue improves and our newer year-round attractions
continue to grow. At GES, we expect the recent positive trends we
have experienced in same-show revenue and corporate client spending
will continue and result in higher fourth quarter revenue than we
experienced in 2021.”
Our guidance for Adjusted EBITDA is as follows:
(in millions)
Fourth Quarter
Full Year
Key Assumptions for Q4
Pursuit
$(9) to $(5)
(vs. negative $9.9 in 2021)
$70 to $74
(vs. $42.7 in 2021 and prior
guidance of $70 to $80)
- Canada Q4 same store revenue improves year-over-year during
this seasonally slow quarter
- New year-round experiences continue to ramp up as guest
awareness builds
- Revenue management efforts and pricing power help offset wage
rate and other inflationary pressures
GES
$6 to $11
(vs. $9.6 in 2021)
$54 to $60
(vs. negative $30.4 in 2021 and
prior guidance of $50 to $60)
- Exhibitions same-show revenue will generally remain at or
better than 90% of pre-pandemic levels in Q4
- Experiential marketing budgets of major Spiro clients will
remain at 80%+ of pre-pandemic levels
- SG&A higher year-over-year to support increased business
activity and future revenue growth
Corporate
~$(3.5)
~$(13.5)
- Run rate remains similar to YTD
Conference Call Details
Management will host a conference call to review third quarter
2022 results on Thursday, November 3, 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.netroadshow.com/events/login?show=7bb85684&confId=41918.
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 371624.
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:
- general economic uncertainty in key global markets and a
worsening of global economic conditions;
- travel industry disruptions;
- seasonality of our businesses;
- the impact of the COVID-19 pandemic on our financial condition,
liquidity, and cash flow;
- our ability to anticipate and adjust for the impact of the
COVID-19 pandemic on our businesses;
- unanticipated delays and cost overruns of our capital projects,
and our ability to achieve established financial and strategic
goals for such projects;
- our exposure to labor shortages, turnover, and labor cost
increases;
- the importance of key members of our account teams to our
business relationships;
- 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.
VIAD CORP AND SUBSIDIARIES TABLE ONE - QUARTERLY
RESULTS (UNAUDITED)
Three months ended September
30,
Nine months ended September
30,
(in thousands, except per share data)
2022
2021
$ Change
% Change
2022
2021
$ Change
% Change
Revenue: Pursuit
$
163,796
$
117,555
$
46,241
39.3
%
265,179
163,658
101,521
62.0
%
GES: Spiro
73,277
37,866
35,411
93.5
%
$
205,518
$
61,869
$
143,649
** GES Exhibitions
147,872
81,138
66,734
82.2
%
414,303
101,347
312,956
** Inter-segment eliminations
(2,224
)
(2,960
)
736
24.9
%
(5,716
)
(3,107
)
(2,609
)
-84.0
%
Total GES
218,925
116,044
102,881
88.7
%
$
614,105
$
160,109
$
453,996
**
Total revenue
$
382,721
$
233,599
$
149,122
63.8
%
$
879,284
$
323,767
$
555,517
**
Segment operating income (loss) Pursuit
$
64,710
$
49,601
15,109
30.5
%
49,083
23,183
25,900
** GES: Spiro
3,720
(399
)
4,119
**
18,328
(14,779
)
$
33,107
** GES Exhibitions
2,870
(9,100
)
11,970
**
17,788
(41,521
)
59,309
** Total GES
6,590
(9,499
)
16,089
**
36,116
(56,300
)
92,416
**
Segment operating income (loss)
$
71,300
$
40,102
$
31,198
77.8
%
$
85,199
$
(33,117
)
$
118,316
** Corporate eliminations
17
17
-
0.0
%
51
52
(1
)
-1.9
%
Corporate activities (Note A)
(3,768
)
(3,093
)
(675
)
-21.8
%
(9,881
)
(8,104
)
(1,777
)
-21.9
%
Restructuring charges (Note B)
(1,387
)
(2,186
)
799
36.6
%
(3,467
)
(5,799
)
2,332
40.2
%
Impairment charges
-
-
-
**
(583
)
-
(583
)
** Other expense
(280
)
(466
)
186
39.9
%
(1,530
)
(1,563
)
33
2.1
%
Net interest expense (Note C)
(10,252
)
(9,518
)
(734
)
-7.7
%
(23,890
)
(20,168
)
(3,722
)
-18.5
%
Income (loss) from continuing operations before income taxes
55,630
24,856
30,774
**
45,899
(68,699
)
114,598
** Income tax expense (Note D)
(9,802
)
(5,329
)
(4,473
)
-83.9
%
(10,579
)
(118
)
(10,461
)
** Income (loss) from continuing operations
45,828
19,527
26,301
**
35,320
(68,817
)
104,137
** Income (loss) from discontinued operations
(42
)
248
(290
)
**
285
534
(249
)
-46.6
%
Net income (loss)
45,786
19,775
26,011
**
35,605
(68,283
)
103,888
** Net income attributable to noncontrolling interest
(5,729
)
(5,004
)
(725
)
-14.5
%
(4,976
)
(3,049
)
(1,927
)
-63.2
%
Net loss attributable to redeemable noncontrolling interest
88
296
(208
)
-70.3
%
354
1,221
(867
)
-71.0
%
Net income (loss) attributable to Viad
$
40,145
$
15,067
$
25,078
**
$
30,983
$
(70,111
)
$
101,094
** Amounts Attributable to Viad: Income (loss)
from continuing operations
$
40,187
$
14,819
$
25,368
**
$
30,698
$
(70,645
)
$
101,343
** Income (loss) from discontinued operations
(42
)
248
(290
)
**
285
534
(249
)
-46.6
%
Net income (loss)
$
40,145
$
15,067
$
25,078
**
$
30,983
$
(70,111
)
$
101,094
** Income (loss) per common share attributable to
Viad (Note E): Basic income (loss) per common share
$
1.40
$
0.46
$
0.94
**
$
0.89
$
(3.77
)
$
4.66
** Diluted income (loss) per common share
$
1.38
$
0.46
$
0.92
**
$
0.89
$
(3.77
)
$
4.66
**
Weighted-average common shares outstanding: Basic
weighted-average outstanding common shares
20,612
20,420
192
0.9
%
20,567
20,396
171
0.8
%
Additional dilutive shares related to share-based compensation
277
322
(45
)
-14.0
%
214
-
214
** Diluted weighted-average outstanding common shares
20,889
20,742
147
0.7
%
20,781
20,396
385
1.9
%
Adjusted EBITDA* by Reportable Segment: Pursuit
$
75,085
$
59,593
$
15,492
26.0
%
$
79,200
$
52,543
$
26,657
50.7
%
GES: Spiro
4,688
890
3,798
**
21,180
(10,709
)
31,889
** GES Exhibitions
5,997
(5,115
)
11,112
**
27,356
(29,303
)
56,659
** Total GES
10,685
(4,225
)
14,910
**
48,536
(40,012
)
88,548
** Corporate
(3,811
)
(3,064
)
(747
)
-24.4
%
(9,613
)
(7,390
)
(2,223
)
-30.1
%
Consolidated Adjusted EBITDA
81,959
52,304
29,655
56.7
%
118,123
5,141
112,982
**
As of September 30,
Capitalization Data:
2022
2021
$ Change
% Change
Cash and cash equivalents
79,151
110,756
(31,605
)
-28.5
%
Total debt
479,378
469,905
9,473
2.0
%
Viad shareholders' equity
7,759
25,608
(17,849
)
-69.7
%
Non-controlling interests (redeemable and non-redeemable)
88,886
91,902
(3,016
)
-3.3
%
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 nine months ended September 30, 2022 was
primarily due to higher performance-based compensation expense.
(B) Restructuring Charges — Restructuring charges during the
three and nine months ended September 30, 2022 and 2021 were
primarily related to facility closures and severance at GES. In
response to the COVID-19 pandemic, we accelerated our
transformation and streamlining efforts at GES to significantly
reduce costs and create a lower and more flexible cost structure
focused on servicing our more profitable market segments.
(C) Net Interest Expense — The increase in interest expense during
the three and nine months ended September 30, 2022 was primarily
due to higher interest rates and higher debt balances in 2022,
offset in part by $0.1 million in capitalized interest recorded
during the three months ended September 30, 2022 and $2.7 million
during the nine months ended September 30, 2022. (D) Income
Tax Expense – The effective rate was 18% for the three months ended
September 30, 2022 and 21% for the three months ended September 30,
2021. The effective rate was 23% for the nine months ended
September 30, 2022 and 0% for the nine months ended September 30,
2021. The effective tax rates differed from the blended statutory
rate primarily as a result of excluding the tax expense or benefit
in jurisdictions where we have a valuation allowance. The minimal
tax expense recorded for the nine months ended September 30, 2021
on a pre-tax loss was due to the minimal pre-tax income earned in
jurisdictions with no valuation allowance. (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 September
30,
Nine months ended September
30,
(in thousands)
2022
2021
$ Change
% Change
2022
2021
$ Change
% Change
Net income (loss) attributable to Viad
$
40,145
$
15,067
$
25,078
**
$
30,983
$
(70,111
)
$
101,094
** Convertible preferred stock dividends paid in cash
(1,950
)
(1,950
)
-
0.0
%
(5,850
)
(1,950
)
(3,900
)
** Convertible preferred stock dividends paid in kind
-
-
-
**
-
(3,821
)
3,821
-100.0
%
Adjustment to the redemption value of redeemable noncontrolling
interest
-
(488
)
488
-100.0
%
(763
)
(1,091
)
328
30.1
%
Undistributed income (loss) attributable to Viad
38,195
12,629
25,566
**
24,370
(76,973
)
101,343
** Less: Allocation to participating securities
(9,368
)
(3,141
)
(6,227
)
**
(5,991
)
-
(5,991
)
**
Net income (loss) allocated to Viad common shareholders
(basic)
$
28,827
$
9,488
$
19,339
**
$
18,379
$
(76,973
)
$
95,352
** Add: Allocation to participating securities
94
36
-
**
46
-
-
**
Net income (loss) allocated to Viad common shareholders
(diluted)
$
28,921
$
9,524
$
19,339
**
$
18,425
$
(76,973
)
$
95,352
** Basic weighted-average outstanding common
shares
20,612
20,420
192
0.9
%
20,567
20,396
171
0.8
%
Additional dilutive shares related to share-based compensation
277
322
(45
)
-14.0
%
214
-
214
**
Diluted weighted-average outstanding common shares
20,889
20,742
147
0.7
%
20,781
20,396
385
1.9
%
(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 September
30,
Nine months ended September
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
$
40,145
$
15,067
$
25,078
**
$
30,983
$
(70,111
)
$
101,094
** (Income) loss from discontinued operations attributable to Viad
42
(248
)
290
**
(285
)
(534
)
249
46.6
%
Income (loss) from continuing operations attributable to Viad
40,187
14,819
25,368
**
30,698
(70,645
)
101,343
** Restructuring charges, pre-tax
1,387
2,186
(799
)
-36.6
%
3,467
5,799
(2,332
)
-40.2
%
Impairment charges, pre-tax
-
-
-
**
583
-
583
** Pension plan withdrawal, pre-tax
-
-
-
**
-
57
(57
)
-100.0
%
Acquisition-related costs and other non-recurring expenses, pre-tax
(Note A)
1,454
1,802
(348
)
-19.3
%
3,312
6,324
(3,012
)
-47.6
%
Tax benefit on above items
(127
)
(362
)
235
64.9
%
(265
)
(680
)
415
61.0
%
Income (loss) before other items
$
42,901
$
18,445
$
24,456
**
$
37,795
$
(59,145
)
$
96,940
** The components of income (loss) before
other items per share are as follows: Income (loss) before
other items (as reconciled above)
42,901
18,445
24,456
**
37,795
(59,145
)
96,940
** Convertible preferred stock dividends paid in cash
(1,950
)
(1,950
)
-
0.0
%
(5,850
)
(1,950
)
(3,900
)
** Convertible preferred stock dividends paid in kind
-
-
-
**
-
(3,821
)
3,821
-100.0
%
Undistributed income (loss) before other items attributable to Viad
(Note B)
40,951
16,495
24,456
**
31,945
(64,916
)
96,861
** Less: Allocation to participating securities (Note C)
(9,943
)
(4,055
)
(5,888
)
**
(7,792
)
-
(7,792
)
** Diluted income (loss) before other items allocated to Viad
common shareholders
$
31,008
$
12,440
$
18,568
**
$
24,153
$
(64,916
)
$
89,069
** Diluted weighted-average outstanding common shares
20,889
20,742
147
0.7
%
20,781
20,396
385
1.9
%
Income (loss) before other items per common share
$
1.48
$
0.60
$
0.88
**
$
1.16
`
$
(3.18
)
$
4.34
** (A) Acquisition-related costs and other
non-recurring expenses include: Three months ended September 30,
Nine months ended September 30, (in thousands)
2022
2021
2022
2021
Acquisition integration costs - Pursuit1
$
17
$
-
$
136
$
6
Acquisition transaction-related costs - Pursuit1
834
381
1,235
653
Acquisition transaction-related costs - Corporate2
(69
)
4
39
63
Attraction start-up costs1, 3
672
1,415
1,751
5,033
Other non-recurring expenses2, 4
-
2
151
569
Acquisition-related and other non-recurring expenses, pre-tax
$
1,454
$
1,802
$
3,312
$
6,324
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 September 30, Nine months ended September 30, (in
thousands)
2022
2021
2022
2021
Weighted-average outstanding common shares
20,889
20,742
20,781
20,396
Effect of participating convertible preferred shares (if
applicable)
6,674
6,674
6,674
-
Effect of participating non-vested shares (if applicable)
24
87
30
-
Weighted-average shares including effect of participating interests
(if applicable)
27,587
27,503
27,485
20,396
** 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
September 30, 2022 Three months ended September 30, 2021 ($ in
thousands) As Reported NewExperiences(Note A) Same-Store As
Reported NewExperiences(Note A) Same-Store
Viad
Consolidated: Revenue
$
382,721
$
18,731
$
363,990
$
233,599
$
7,377
$
226,222
Net income attributable to Viad
$
40,145
$
15,067
Net income attributable to noncontrolling interest
5,729
5,004
Net loss attributable to redeemable noncontrolling interest
(88
)
(296
)
(Income) loss from discontinued operations
42
(248
)
Net interest expense
10,252
9,518
Income tax expense
9,802
5,329
Depreciation and amortization
12,956
13,476
Restructuring charges
1,387
2,186
Other expense
280
466
Start-up costs (B)
672
1,415
Acquisition transaction-related costs
765
385
Integration costs
17
-
Other non-recurring expenses
-
2
Consolidated Adjusted EBITDA
$
81,959
$
6,307
$
75,652
$
52,304
$
3,118
$
49,186
Consolidated Adjusted EBITDA by Business: Pursuit
$
75,085
$
6,307
$
68,778
$
59,593
$
3,118
$
56,475
Total GES
10,685
-
10,685
(4,225
)
-
(4,225
)
Total Segment EBITDA
85,770
6,307
79,463
55,368
3,118
52,250
Corporate EBITDA
(3,811
)
-
(3,811
)
(3,064
)
-
(3,064
)
Consolidated Adjusted EBITDA
$
81,959
$
6,307
$
75,652
$
52,304
$
3,118
$
49,186
Pursuit Adjusted EBITDA: Revenue
$
163,796
$
18,731
$
145,065
$
117,555
$
7,377
$
110,178
Cost of services and products
(99,086
)
(14,743
)
(84,343
)
(67,954
)
(6,465
)
(61,489
)
Segment operating income
64,710
3,988
60,722
49,601
912
48,689
Depreciation
7,501
1,180
6,321
6,734
400
6,334
Amortization
1,351
450
901
1,462
391
1,071
Start-up costs (B)
672
672
-
1,415
1,415
-
Acquisition transaction-related costs
834
-
834
381
-
381
Integration costs
17
17
-
-
-
-
Adjusted EBITDA
$
75,085
$
6,307
$
68,778
$
59,593
$
3,118
$
56,475
Pursuit Operating margin
39.5
%
21.3
%
41.9
%
42.2
%
12.4
%
44.2
%
Pursuit Adjusted EBITDA margin
45.8
%
33.7
%
47.4
%
50.7
%
42.3
%
51.3
%
Total GES Adjusted EBITDA: Revenue
$
218,925
$
-
$
218,925
$
116,044
$
-
$
116,044
Cost of services and products
(212,335
)
-
(212,335
)
(125,543
)
-
(125,543
)
Segment operating income (loss)
6,590
-
6,590
(9,499
)
-
(9,499
)
Depreciation
2,970
-
2,970
4,024
-
4,024
Amortization
1,125
-
1,125
1,250
-
1,250
Total GES Adjusted EBITDA
$
10,685
$
-
$
10,685
$
(4,225
)
$
-
$
(4,225
)
Total GES Operating margin
3.0
%
3.0
%
-8.2
%
-8.2
%
Total GES Adjusted EBITDA margin
4.9
%
4.9
%
-3.6
%
-3.6
%
GES Adjusted EBITDA by Reportable Segment: Spiro
$
4,688
$
4,688
$
890
$
890
GES Exhibitions
5,997
5,997
(5,115
)
(5,115
)
Total GES
$
10,685
$
-
$
10,685
$
(4,225
)
$
-
$
(4,225
)
Spiro Revenue
$
73,277
$
-
$
73,277
$
37,866
$
-
$
37,866
Spiro Adjusted EBITDA Margin
6.4
%
6.4
%
2.4
%
2.4
%
GES Exhibitions Revenue
$
147,872
$
-
$
147,872
$
81,138
$
-
$
81,138
GES Exhibitions Adjusted EBITDA Margin
4.1
%
4.1
%
-6.3
%
-6.3
%
(A) New Experiences comprises the following attractions and
hotel properties that were opened or acquired after January 1,
2021: Sky Lagoon (opened May 2021), Golden Skybridge (acquired
March 2021 and opened June 2021), FlyOver Las Vegas (opened
September 2021), Glacier Raft Company (acquired April 2022), and
Forest Park Hotel (opened August 2022) and costs related to the
development of new experiences. (B) Includes costs related to the
development of Pursuit's new FlyOver attractions in Las Vegas,
Chicago, and Toronto, and Forest Park Hotel in Canada.
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. Nine months ended
September 30, 2022 Nine months ended September 30, 2021 ($ in
thousands) As Reported NewExperiences(Note A) Same-Store As
Reported NewExperiences(Note A) Same-Store
Viad
Consolidated: Revenue
$
879,284
$
33,219
$
846,065
$
323,767
$
10,504
$
313,263
Net income (loss) attributable to Viad
$
30,983
$
(70,111
)
Net income attributable to noncontrolling interest
4,976
3,049
Net loss attributable to redeemable noncontrolling interest
(354
)
(1,221
)
Income from discontinued operations
(285
)
(534
)
Net interest expense
23,890
20,168
Income tax expense
10,579
118
Depreciation and amortization
39,442
39,986
Restructuring charges
3,467
5,799
Impairment charges
583
-
Other expense
1,530
1,563
Start-up costs (B)
1,751
5,033
Acquisition transaction-related costs
1,274
716
Integration costs
136
6
Other non-recurring expenses (C)
151
569
Consolidated Adjusted EBITDA
$
118,123
$
6,175
$
111,948
$
5,141
$
4,169
$
972
Consolidated Adjusted EBITDA by Business: Pursuit
$
79,200
$
6,175
$
73,025
$
52,543
$
4,169
$
48,374
Total GES
48,536
-
48,536
(40,012
)
-
(40,012
)
Total Segment EBITDA
127,736
6,175
121,561
12,531
4,169
8,362
Corporate EBITDA
(9,613
)
-
(9,613
)
(7,390
)
-
(7,390
)
Consolidated Adjusted EBITDA
$
118,123
$
6,175
$
111,948
$
5,141
$
4,169
$
972
Pursuit Adjusted EBITDA: Revenue
$
265,179
$
33,219
$
231,960
$
163,658
$
10,504
$
153,154
Cost of services and products
(216,096
)
(33,875
)
(182,221
)
(140,475
)
(12,865
)
(127,610
)
Segment operating income (loss)
49,083
(656
)
49,739
23,183
(2,361
)
25,544
Depreciation
23,149
3,672
19,477
19,737
459
19,278
Amortization
3,846
1,272
2,574
3,931
1,038
2,893
Start-up costs (B)
1,751
1,751
-
5,033
5,033
-
Acquisition transaction-related costs
1,235
-
1,235
653
-
653
Integration costs
136
136
-
6
-
6
Adjusted EBITDA
$
79,200
$
6,175
$
73,025
$
52,543
$
4,169
$
48,374
Pursuit Operating margin
18.5
%
-2.0
%
21.4
%
14.2
%
-22.5
%
16.7
%
Pursuit Adjusted EBITDA margin
29.9
%
18.6
%
31.5
%
32.1
%
39.7
%
31.6
%
Total GES Adjusted EBITDA: Revenue
$
614,105
$
-
$
614,105
$
160,109
$
-
$
160,109
Cost of services and products
(577,989
)
-
(577,989
)
(216,409
)
-
(216,409
)
Segment operating income (loss)
36,116
-
36,116
(56,300
)
-
(56,300
)
Depreciation
9,112
-
9,112
12,573
-
12,573
Amortization
3,308
-
3,308
3,715
-
3,715
Total GES Adjusted EBITDA
$
48,536
$
-
$
48,536
$
(40,012
)
$
-
$
(40,012
)
Total GES Operating margin
5.9
%
5.9
%
-35.2
%
-35.2
%
Total GES Adjusted EBITDA margin
7.9
%
7.9
%
-25.0
%
-25.0
%
GES Adjusted EBITDA by Reportable Segment: Spiro
$
21,180
$
21,180
$
(10,709
)
$
(10,709
)
GES Exhibitions
27,356
27,356
(29,303
)
(29,303
)
Total GES
$
48,536
$
-
$
48,536
$
(40,012
)
$
-
$
(40,012
)
Spiro Revenue
$
205,518
$
-
$
205,518
$
61,869
$
-
$
61,869
Spiro Adjusted EBITDA Margin
10.3
%
10.3
%
-17.3
%
-17.3
%
GES Exhibitions Revenue
$
414,303
$
-
$
414,303
$
101,347
$
-
$
101,347
GES Exhibitions Adjusted EBITDA Margin
6.6
%
6.6
%
-28.9
%
-28.9
%
(A) New Experiences comprises the following
attractions and hotel properties that were opened or acquired after
January 1, 2021: Sky Lagoon (opened May 2021), Golden Skybridge
(acquired March 2021 and opened June 2021), FlyOver Las Vegas
(opened September 2021), Glacier Raft Company (acquired April
2022), and Forest Park Hotel (opened August 2022) and costs related
to the development of new experiences. (B) Includes costs related
to the development of Pursuit's new FlyOver attractions in Las
Vegas, Chicago, and Toronto, the Sky Lagoon in Iceland, the Golden
Skybridge, and Forest Park Hotel in Canada. (C) 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 expense (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 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
)
(125,543
)
(155,494
)
(371,903
)
Segment operating income (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/20221103005643/en/
Carrie Long or Michelle Porhola Investor Relations (602)
207-2681 ir@viad.com
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