- Third quarter performance was strong and in line with
guidance as demand for international leisure travel and live events
grew
- Pursuit delivered record results with significant margin
expansion
- GES continues to see healthy same-show Exhibition growth and
new client wins at Spiro
Viad Corp (NYSE: VVI), a leading provider of experiential
leisure travel and live events and marketing experiences, today
reported results for the 2023 third quarter.
Financial Highlights
Three months ended September
30,
(in millions)
2023
2022
Change
Revenue
$
365.9
$
382.7
$
(16.8
)
Net Income Attributable to Viad
$
41.3
$
38.1
$
3.2
Net Income Before Other Items*
$
43.3
$
43.4
$
(0.1
)
Consolidated Adjusted EBITDA*
$
86.3
$
82.0
$
4.3
- Net income attributable to Viad of $41.3 million increased $3.2
million. Net income before other items of $43.3 million was
essentially flat primarily due to higher Adjusted EBITDA, offset by
increased interest expense and income attributable to
non-controlling interests.
- Consolidated adjusted EBITDA* of $86.3 million increased $4.3
million primarily due to strong growth and margin performance at
Pursuit.
- Revenue of $365.9 million decreased $16.8 million primarily due
to the timing of major non-annual shows and the sale of our
non-core audio visual business, partially offset by strong
underlying growth.
* 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.
Steve Moster, Viad’s president and chief executive officer,
commented, “We delivered strong third quarter results in line with
our prior guidance ranges. Pursuit posted record results during our
peak summer season and benefited from increased international
visitation and solid demand. GES’ results were at the high-end of
our guidance ranges and reflect continued strength in live
events.”
Moster continued, “We are thrilled with our year-to-date
performance and the continued positive momentum we are experiencing
at both Pursuit and GES. We are on track to deliver strong full
year growth in 2023 and are very optimistic about our growth
prospects for next year.”
Pursuit Results
Three months ended September
30,
(in millions)
2023
2022
Change
Revenue
$
186.9
$
163.8
$
23.1
Adjusted EBITDA*
$
91.8
$
75.1
$
16.7
* 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.
- Pursuit revenue of $186.9 million increased $23.1 million
(14.1%) from the 2022 third quarter primarily due to higher
visitation and revenue management efforts to capture higher revenue
per guest.
- Pursuit adjusted EBITDA of $91.8 million improved by $16.7
million from the 2022 third quarter primarily due to higher revenue
and improved margin.
Regarding Pursuit’s results, Moster commented, “Pursuit’s
revenue and adjusted EBITDA, once again, reached a new all-time
high for the quarter, reflecting increased international tourism in
Western Canada and Iceland, as well as the strength of our Refresh,
Build, Buy growth strategy. The year-over-year revenue flow-through
to adjusted EBITDA was exceptionally high and drove significant
margin expansion of about 330 basis points over the prior
year.”
Moster continued, “We are very pleased with the strong demand
for our iconic, unforgettable, and inspiring attractions and
hotels. Our attractions posted year-over-year visitation growth of
15% and our hotels achieved a 10% increase in same-store RevPAR
compared to the prior year. We remain confident in our ability to
drive significant growth at Pursuit, and we are excited about the
bright future ahead.”
GES Results
Three months ended September
30,
(in millions)
2023
2022
Change
Revenue
Spiro
$
58.9
$
73.3
$
(14.4
)
GES Exhibitions
122.1
147.9
(25.8
)
Inter-segment Eliminations
(2.0
)
(2.2
)
0.2
Total GES
$
179.0
$
218.9
$
(40.0
)
Adjusted EBITDA*
Spiro
$
0.8
$
4.7
$
(3.9
)
GES Exhibitions
(2.8
)
6.0
(8.8
)
Total GES
$
(2.0
)
$
10.7
$
(12.7
)
* 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.
- Total GES revenue of $179.0 million decreased 18.3% from the
2022 third quarter primarily due to the timing of major non-annual
shows and the sale of ON Services, which impacted year-over-year
revenue by approximately $64 million, partially offset by strong
underlying growth. Excluding major non-annual shows and ON
Services, GES’ revenue grew approximately 16% versus the 2022 third
quarter.
- Total GES adjusted EBITDA of negative $2.0 million decreased by
$12.7 million from the 2022 third quarter primarily due to lower
revenue.
Regarding GES’ results, Moster commented, “I am very happy with
the strong underlying growth we delivered at GES that partially
offset the impact of non-annual shows and the sale of ON Services.
At Spiro, our existing corporate clients’ spend grew over the prior
year, and we continued to win new clients in the large, fragmented
experiential marketing sector. GES Exhibitions saw a 14 percent
increase in same-show revenue from events produced in the U.S. We
are encouraged by the solid momentum, and we remain committed to
driving increased profitability and meaningful free cash flow at
GES.”
Moster continued, “I am proud of our team’s focus on cost
management and execution during this quarter of slower event
activity. Our efforts to lower our cost structure and implement
margin enhancing lean initiatives have positioned us well to
deliver an Adjusted EBITDA margin of about 7 percent for the 2023
full year, which we expect will grow to more than 8 percent in
2024.”
Cash Flow and Balance Sheet Highlights
Our 2023 third quarter cash flow from operations was
approximately $78 million and our capital expenditures totaled
approximately $23 million. We paid approximately $2 million in cash
dividends on our convertible preferred equity.
We ended the third quarter with total liquidity of $201.3
million, comprising cash and cash equivalents of $106.3 million and
$95 million of capacity available on our revolving credit facility
($100 million total facility size, less $5 million in letters of
credit). Our debt totaled $477.6 million, including $392 million
outstanding on our Term Loan B, financing lease obligations of
approximately $64 million (which primarily comprises real estate
leases at Pursuit), and approximately $22 million in other
debt.
In October, we amended our credit agreement to increase the size
of Viad’s revolving credit facility by $70 million and pre-pay $70
million of the outstanding Term Loan B, which carries a credit
spread that is 200 basis points higher than the current credit
spread on our revolver. In addition to providing interest savings,
this amendment also provides greater balance sheet flexibility to
decrease or increase borrowings in both the United States and
Canada based on the seasonality of our cash flows and growth
investment opportunities.
Moster commented, “We will continue to proactively identify
additional opportunities to reduce the cost of our debt. Looking
ahead to next year, we expect robust operating cash flow generation
from the business that will allow us to reduce our level of debt,
while still selectively investing in high-return opportunities to
continue scaling Pursuit through our Refresh, Build, Buy growth
strategy.”
2023 Outlook
Regarding Viad’s outlook, Moster commented, “We are encouraged
by our solid performance year-to-date and anticipate continued
strong demand for Pursuit’s leisure travel markets and GES’ live
events going forward. Based on this, we have raised the bottom end
our full year guidance ranges.”
Our guidance for Viad consolidated is as follows:
(in millions)
Fourth Quarter
Full Year
Viad
Consolidated
Revenue
$270 to $290 vs. $248.0 in
2022
Up high-single digits vs.
$1,127.3 in 2022
Adjusted EBITDA
$2 to $10 vs $(2.0) in 2022
$135 to $143 vs. $116.1 in
2022
Cash flow from Operations
$(37) to $(27)
$80 to $90
Capital Expenditures
$20 to $25 (including growth
capex of ~$10)
$75 to $80 (including growth
capex of ~$40)
Our guidance for Pursuit is as follows:
(in millions)
Fourth Quarter
Full Year
Key Assumptions
Pursuit
Revenue
$35 to $40 vs. $34.1 in 2022
Up ~15% vs. $299.3 in 2022
- Revenue growth in 2023 driven by:
- Lifting of all COVID restrictions at the Canadian border
- Acceleration of new experiences
- Ongoing focus on improving the guest experience
Adjusted EBITDA
$(10) to $(6) vs. $(11.3) in
2022
$91 to $95 vs. $67.9 in 2022
- FY margin expands as visitation increases, the performance of
newer experiences improves, and pandemic-era cost pressures
ease
Our guidance for GES is as follows:
(in millions)
Fourth Quarter
Full Year
Key Assumptions
GES
Revenue
$235 to $250 vs. $213.9 in
2022
Up mid-single digits vs. $828.0
in 2022
- FY revenue growth driven by stronger demand for exhibition and
event services and new Spiro wins, partially offset by impact of
non-annual shows ($30M for FY) and the sale of ON Services ($50M
for FY)
- Exhibitions same show revenue expected to return to 2019
levels
- Spiro clients’ marketing spend expected to be similar to 2022,
plus new client wins
Adjusted EBITDA
$16 to $20 vs. $12.7 in 2022
$58 to $62 vs. $61.3 in 2022
- Higher revenue and restaffing of the workforce from pandemic
levels plus select investments in talent and capabilities at Spiro
to fuel growth
Conference Call Details
Management will host a conference call to review third quarter
2023 results on Thursday, November 2, 2023, at 5 p.m. (Eastern
Time).
The conference call can be accessed with operator assistance by
calling (404) 975-4839 or (833) 470-1428 and entering the access
code 648440.
To avoid wait time and bypass speaking with an operator to join
the call, participants can pre-register using the following
registration link:
https://www.netroadshow.com/events/login?show=c5603e16&confId=54687.
After registering, a calendar invitation will be sent that includes
dial-in information as well as unique codes for entry into the live
call. We recommend that you register in advance to ensure access
for the full 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 (929) 458-6194
or (866) 813-9403 and entering the conference ID 679131.
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, Nevada, and Montana in the United States, in
and around Banff, Jasper, and Vancouver in Canada, and in
Reykjavik, Iceland. 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;
- the impact of our overall level of indebtedness, as well as our
financial flexibility;
- identified material weaknesses in our internal control over
financial reporting;
- 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 new and emerging
challenges presented by the ramifications 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;
- our ability to manage our business and continue our growth if
we lose any of our key personnel;
- 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)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Revenue: Pursuit
$
186,940
$
163,796
$
23,144
14.1
%
$
308,077
$
265,179
$
42,898
16.2
%
GES: Spiro
58,887
73,277
(14,390
)
-19.6
%
199,617
205,518
(5,901
)
-2.9
%
GES Exhibitions
122,115
147,872
(25,757
)
-17.4
%
446,146
414,303
31,843
7.7
%
Inter-segment eliminations
(2,043
)
(2,224
)
181
8.1
%
(6,839
)
(5,716
)
(1,123
)
-19.6
%
Total GES
178,959
218,925
(39,966
)
-18.3
%
638,924
614,105
24,819
4.0
%
Total revenue
$
365,899
$
382,721
$
(16,822
)
-4.4
%
$
947,001
$
879,284
$
67,717
7.7
%
Segment operating income (loss): Pursuit
$
81,375
$
59,749
$
21,626
36.2
%
$
72,074
$
44,122
$
27,952
63.4
%
GES: Spiro
179
3,720
(3,541
)
-95.2
%
11,632
18,328
(6,696
)
-36.5
%
GES Exhibitions
(5,529
)
2,870
(8,399
)
**
20,235
17,788
2,447
13.8
%
Total GES
(5,350
)
6,590
(11,940
)
**
31,867
36,116
(4,249
)
-11.8
%
Segment operating income
$
76,025
$
66,339
$
9,686
14.6
%
$
103,941
$
80,238
$
23,703
29.5
%
Corporate eliminations
17
17
-
0.0
%
49
51
(2
)
-3.9
%
Corporate activities
(3,579
)
(3,768
)
189
5.0
%
(10,255
)
(9,881
)
(374
)
-3.8
%
ON Services sale purchase price adjustment
-
-
-
**
(204
)
-
(204
)
** Restructuring charges (Note A)
(480
)
(1,387
)
907
65.4
%
(1,125
)
(3,467
)
2,342
67.6
%
Impairment charges
-
-
-
**
-
(583
)
583
-100.0
%
Other expense, net
(554
)
(280
)
(274
)
-97.9
%
(1,533
)
(1,530
)
(3
)
-0.2
%
Net interest expense (Note B)
(12,476
)
(10,252
)
(2,224
)
-21.7
%
(37,081
)
(23,890
)
(13,191
)
-55.2
%
Income from continuing operations before income taxes
58,953
50,669
8,284
16.3
%
53,792
40,938
12,854
31.4
%
Income tax expense (Note C)
(9,173
)
(8,810
)
(363
)
-4.1
%
(13,623
)
(9,587
)
(4,036
)
-42.1
%
Income from continuing operations
49,780
41,859
7,921
18.9
%
40,169
31,351
8,818
28.1
%
Income (loss) from discontinued operations (Note D)
(654
)
(42
)
(612
)
**
(855
)
285
(1,140
)
** Net income
49,126
41,817
7,309
17.5
%
39,314
31,636
7,678
24.3
%
Net income attributable to noncontrolling interest
(7,716
)
(3,784
)
(3,932
)
**
(8,221
)
(3,031
)
(5,190
)
** Net (income) loss attributable to redeemable noncontrolling
interest
(139
)
88
(227
)
**
270
354
(84
)
-23.7
%
Net income attributable to Viad
$
41,271
$
38,121
$
3,150
8.3
%
$
31,363
$
28,959
$
2,404
8.3
%
Amounts Attributable to Viad: Income from continuing
operations
$
41,925
$
38,163
$
3,762
9.9
%
$
32,218
$
28,674
$
3,544
12.4
%
Income (loss) from discontinued operations (Note D)
(654
)
(42
)
(612
)
**
(855
)
285
(1,140
)
**
Net income
$
41,271
$
38,121
$
3,150
8.3
%
$
31,363
$
28,959
$
2,404
8.3
%
Income per common share attributable to Viad (Note
E): Basic income per common share
$
1.43
$
1.30
$
0.13
10.0
%
$
0.93
$
0.80
$
0.13
16.3
%
Diluted income per common share
$
1.41
$
1.29
$
0.12
9.3
%
$
0.92
$
0.79
$
0.13
16.5
%
Weighted-average common shares outstanding: Basic
weighted-average outstanding common shares
20,885
20,612
273
1.3
%
20,825
20,567
258
1.3
%
Additional dilutive shares related to share-based compensation
289
277
12
4.3
%
200
214
(14
)
-6.5
%
Diluted weighted-average outstanding common shares
21,174
20,889
285
1.4
%
21,025
20,781
244
1.2
%
Adjusted EBITDA* by Reportable Segment: Pursuit
$
91,788
$
75,085
$
16,703
22.2
%
$
100,955
$
79,200
$
21,755
27.5
%
GES: Spiro
775
4,688
(3,913
)
-83.5
%
13,452
21,180
(7,728
)
-36.5
%
GES Exhibitions
(2,779
)
5,997
(8,776
)
**
28,133
27,356
777
2.8
%
Total GES
(2,004
)
10,685
(12,689
)
**
41,585
48,536
(6,951
)
-14.3
%
Corporate
(3,530
)
(3,811
)
281
7.4
%
(10,037
)
(9,613
)
(424
)
-4.4
%
Consolidated Adjusted EBITDA
$
86,254
$
81,959
$
4,295
5.2
%
$
132,503
$
118,123
$
14,380
12.2
%
As of September 30,
Capitalization Data:
2023
2022
$ Change % Change Cash and cash equivalents
$
106,268
$
79,151
$
27,117
34.3
%
Total debt
477,645
484,758
(7,113
)
-1.5
%
Viad shareholders' equity
51,750
5,316
46,434
** Non-controlling interests (redeemable and non-redeemable)
94,500
86,941
7,559
8.7
%
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) Restructuring
Charges – The decrease in restructuring charges during the three
and nine months ended September 30, 2023 was primarily related to
our 2022 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. (B) Net Interest Expense – The increase in
interest expense during the three and nine months ended September
30, 2023 was primarily due to higher interest rates in 2023, and to
a lesser extent to a $1.4 million reduction in capitalized interest
recorded during the nine months ended September 30, 2023 as
compared to the nine months ended September 30, 2022. (C)
Income tax expense – The effective tax rate was 15.6% for the three
months ended September 30, 2023 and 17.4% for the three months
ended September 30, 2022. The effective tax rate was 25.3% for the
nine months ended September 30, 2023 and 23.4% for nine months
ended September 30, 2022. The effective rate differed from the 21%
federal rate for the three months ended September 30, 2023 and 2022
as a result of excluding the tax benefit in jurisdictions where we
have a valuation allowance and the change in income or loss in
those jurisdictions. The effective rate differed from the 21%
federal rate for the nine months ended September 20, 2023 and 2022
also as a result of excluding tax benefits in certain
jurisdictions, the mix of income or loss by jurisdiction, partially
offset by the $2.1 million benefit taken in the first quarter of
2023 on certain separate U.S. state jurisdictions. (D)
Income (Loss) from Discontinued Operations —The loss from
discontinued operations during the three and nine months ended
September 30, 2023 was primarily due to legal matters related to
previously sold operations. (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)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Net income attributable to Viad
$
41,271
$
38,121
$
3,150
8.3
%
$
31,363
$
28,959
$
2,404
8.3
%
Convertible preferred stock dividends paid in cash
(1,950
)
(1,950
)
-
0.0
%
(5,850
)
(5,850
)
-
0.0
%
Adjustment to the redemption value of redeemable noncontrolling
interest
-
-
-
**
-
(763
)
763
-100.0
%
Undistributed income attributable to Viad
39,321
36,171
3,150
8.7
%
25,513
22,346
3,167
14.2
%
Less: Allocation to participating securities
(9,522
)
(9,368
)
(154
)
-1.6
%
(6,194
)
(5,991
)
(203
)
-3.4
%
Net income allocated to Viad common shareholders (basic)
$
29,799
$
26,803
$
2,996
11.2
%
$
19,319
$
16,355
$
2,964
18.1
%
Add: Allocation to participating securities
98
94
-
4.3
%
44
46
-
-4.3
%
Net income allocated to Viad common shareholders (diluted)
$
29,897
$
26,897
$
2,996
11.2
%
$
19,363
$
16,401
$
2,964
18.1
%
Basic weighted-average outstanding common shares
20,885
20,612
273
1.3
%
20,825
20,567
258
1.3
%
Additional dilutive shares related to share-based compensation
289
277
12
4.3
%
200
214
(14
)
-6.5
%
Diluted weighted-average outstanding common shares
21,174
20,889
285
1.4
%
21,025
20,781
244
1.2
%
(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.
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)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Income before other items: Net income
attributable to Viad
$
41,271
$
38,121
$
3,150
8.3
%
$
31,363
$
28,959
$
2,404
8.3
%
(Income) loss from discontinued operations attributable to Viad
654
42
612
**
855
(285
)
1,140
** Income from continuing operations attributable to Viad
41,925
38,163
3,762
9.9
%
32,218
28,674
3,544
12.4
%
ON Services sale purchase price adjustment, pre-tax
-
-
-
**
204
-
204
** Restructuring charges, pre-tax
480
1,387
(907
)
-65.4
%
1,125
3,467
(2,342
)
-67.6
%
Impairment charges, pre-tax
-
-
-
**
-
583
(583
)
-100.0
%
Acquisition-related costs and other non-recurring expenses, pre-tax
(Note A)
924
1,454
(530
)
-36.5
%
2,235
3,312
(1,077
)
-32.5
%
Remeasurement of finance lease obligation attributable to Viad,
pre-tax (Note B)
224
2,530
(2,306
)
-91.1
%
(599
)
2,530
(3,129
)
** Tax expense (benefit) on above items
(216
)
(127
)
(89
)
-70.1
%
93
(265
)
358
** Favorable tax matters
-
-
-
**
(2,103
)
-
(2,103
)
**
Income before other items
$
43,337
$
43,407
$
(70
)
-0.2
%
$
33,173
$
38,301
$
(5,128
)
-13.4
%
The components of income (loss) before other items
per share are as follows: Income (loss) before other items
(as reconciled above)
$
43,337
$
43,407
$
(70
)
-0.2
%
$
33,173
$
38,301
$
(5,128
)
-13.4
%
Convertible preferred stock dividends paid in cash
(1,950
)
(1,950
)
-
0.0
%
(5,850
)
(5,850
)
-
0.0
%
Undistributed income (loss) before other items attributable to Viad
(Note C)
41,387
41,457
(70
)
-0.2
%
27,323
32,451
(5,128
)
-15.8
%
Less: Allocation to participating securities (Note D)
(9,919
)
(10,066
)
147
1.5
%
(6,586
)
(7,915
)
1,329
16.8
%
Diluted income (loss) before other items allocated to Viad common
shareholders
$
31,468
$
31,391
$
77
0.2
%
$
20,737
$
24,536
$
(3,799
)
-15.5
%
Diluted weighted-average outstanding common shares
21,174
20,889
285
1.4
%
21,025
20,781
244
1.2
%
Income (loss) before other items per common share
$
1.49
$
1.50
$
(0.01
)
-0.7
%
$
0.99
$
1.18
$
(0.19
)
-16.1
%
(A) Acquisition-related costs and other non-recurring
expenses include: Three months ended September 30, Nine months
ended September 30, (in thousands)
2023
2022
2023
2022
Acquisition integration costs - Pursuit1
$
-
$
17
$
30
$
136
Acquisition transaction-related costs - Pursuit1
110
834
184
1,235
Acquisition transaction-related costs - Corporate2
14
(69
)
17
39
Attraction start-up costs1, 3
800
672
1,909
1,751
Other non-recurring expenses2, 4
-
-
95
151
Acquisition-related and other non-recurring expenses, pre-tax
$
924
$
1,454
$
2,235
$
3,312
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 Chicago and Toronto, and Forest Park
Hotel in Canada. 4 Includes non-capitalizable fees and expenses
related to Viad’s credit facility refinancing efforts. (B)
Remeasurement of finance lease obligation attributable to Viad
represents the non-cash foreign exchange loss/(gain) included
within Cost of Services related to the periodic remeasurement of
the Sky Lagoon finance lease obligation that is attributed to
Viad’s 51% interest in Sky Lagoon. (C) 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. (D) 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)
2023
2022
2023
2022
Weighted-average outstanding common shares
21,174
20,889
21,025
20,781
Effect of participating convertible preferred shares (if
applicable)
6,674
6,674
6,674
6,674
Effect of participating non-vested shares (if applicable)
-
24
3
30
Weighted-average shares including effect of participating interests
(if applicable)
27,848
27,587
27,702
27,485
** Change is greater than +/- 100 percent
VIAD CORP AND
SUBSIDIARIES TABLE TWO - NON-GAAP FINANCIAL MEASURES
(CONTINUED) (UNAUDITED) Three months ended September 30,
Nine months ended September 30, ($ in thousands)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Viad Consolidated: Revenue
$
365,899
$
382,721
$
(16,822
)
-4.4
%
$
947,001
$
879,284
$
67,717
7.7
%
Net income attributable to Viad
$
41,271
$
38,121
$
3,150
8.3
%
$
31,363
$
28,959
$
2,404
8.3
%
Net income attributable to noncontrolling interest
7,716
3,784
3,932
**
8,221
3,031
5,190
** Net income (loss) attributable to redeemable noncontrolling
interest
139
(88
)
227
**
(270
)
(354
)
84
23.7
%
(Income) loss from discontinued operations
654
42
612
**
855
(285
)
1,140
** Net interest expense
12,476
10,252
2,224
21.7
%
37,081
23,890
13,191
55.2
%
Income tax expense
9,173
8,810
363
4.1
%
13,623
9,587
4,036
42.1
%
Depreciation and amortization
12,428
12,956
(528
)
-4.1
%
37,707
39,442
(1,735
)
-4.4
%
ON Services sale purchase price adjustment
-
-
-
**
204
-
204
** Restructuring charges
480
1,387
(907
)
-65.4
%
1,125
3,467
(2,342
)
-67.6
%
Impairment charges
-
-
-
**
-
583
(583
)
-100.0
%
Other expense
554
280
274
97.9
%
1,533
1,530
3
0.2
%
Start-up costs (A)
800
672
128
19.0
%
1,909
1,751
158
9.0
%
Acquisition transaction-related costs
124
765
(641
)
-83.8
%
201
1,274
(1,073
)
-84.2
%
Integration costs
-
17
(17
)
-100.0
%
30
136
(106
)
-77.9
%
Other non-recurring expenses
-
-
-
**
95
151
(56
)
-37.1
%
Remeasurement of finance lease obligation (B)
439
4,961
(4,522
)
-91.2
%
(1,174
)
4,961
(6,135
)
**
Consolidated Adjusted EBITDA
$
86,254
$
81,959
$
4,295
5.2
%
$
132,503
$
118,123
$
14,380
12.2
%
Adjusted EBITDA attributable to noncontrolling interest
(11,347
)
(8,300
)
(3,047
)
-36.7
%
(14,773
)
(10,704
)
(4,069
)
-38.0
%
Consolidated Adjusted EBITDA attributable to Viad
$
74,907
$
73,659
$
1,248
1.7
%
$
117,730
$
107,419
$
10,311
9.6
%
Consolidated Adjusted EBITDA by Business: Pursuit
$
91,788
$
75,085
$
16,703
22.2
%
$
100,955
$
79,200
$
21,755
27.5
%
Total GES
(2,004
)
10,685
(12,689
)
**
41,585
48,536
(6,951
)
-14.3
%
Total Segment EBITDA
89,784
85,770
4,014
4.7
%
142,540
127,736
14,804
11.6
%
Corporate EBITDA
(3,530
)
(3,811
)
281
7.4
%
(10,037
)
(9,613
)
(424
)
-4.4
%
Consolidated Adjusted EBITDA
$
86,254
$
81,959
$
4,295
5.2
%
$
132,503
$
118,123
$
14,380
12.2
%
Pursuit Adjusted EBITDA: Revenue
$
186,940
$
163,796
$
23,144
14.1
%
$
308,077
$
265,179
$
42,898
16.2
%
Cost of services and products
(105,565
)
(104,047
)
(1,518
)
-1.5
%
(236,003
)
(221,057
)
(14,946
)
-6.8
%
Segment operating income
81,375
59,749
21,626
36.2
%
72,074
44,122
27,952
63.4
%
Depreciation
7,708
7,501
207
2.8
%
24,121
23,149
972
4.2
%
Amortization
1,356
1,351
5
0.4
%
3,811
3,846
(35
)
-0.9
%
Start-up costs (A)
800
672
128
19.0
%
1,909
1,751
158
9.0
%
Acquisition transaction-related costs
110
834
(724
)
-86.8
%
184
1,235
(1,051
)
-85.1
%
Integration costs
-
17
(17
)
-100.0
%
30
136
(106
)
-77.9
%
Remeasurement of finance lease obligation (B)
439
4,961
(4,522
)
-91.2
%
(1,174
)
4,961
(6,135
)
**
Adjusted EBITDA
$
91,788
$
75,085
$
16,703
22.2
%
$
100,955
$
79,200
$
21,755
27.5
%
Adjusted EBITDA attributable to noncontrolling interest
(11,347
)
(8,300
)
(3,047
)
-36.7
%
(14,773
)
(10,704
)
(4,069
)
-38.0
%
Adjusted EBITDA attributable to Viad
$
80,441
$
66,785
$
13,656
20.4
%
$
86,182
$
68,496
$
17,686
25.8
%
Pursuit Operating margin
43.5
%
36.5
%
7.1
%
23.4
%
16.6
%
6.8
%
Pursuit Adjusted EBITDA margin
49.1
%
45.8
%
3.3
%
32.8
%
29.9
%
2.9
%
Total GES Adjusted EBITDA: Revenue
$
178,959
$
218,925
$
(39,966
)
-18.3
%
$
638,924
$
614,105
$
24,819
4.0
%
Cost of services and products
(184,309
)
(212,335
)
28,026
13.2
%
(607,057
)
(577,989
)
(29,068
)
-5.0
%
Segment operating income (loss)
(5,350
)
6,590
(11,940
)
**
31,867
36,116
(4,249
)
-11.8
%
Depreciation
2,357
2,970
(613
)
-20.6
%
6,775
9,112
(2,337
)
-25.6
%
Amortization
989
1,125
(136
)
-12.1
%
2,943
3,308
(365
)
-11.0
%
Total GES Adjusted EBITDA
$
(2,004
)
$
10,685
$
(12,689
)
**
$
41,585
$
48,536
$
(6,951
)
-14.3
%
Total GES Operating margin
-3.0
%
3.0
%
-6.0
%
5.0
%
5.9
%
-0.9
%
Total GES Adjusted EBITDA margin
-1.1
%
4.9
%
-6.0
%
6.5
%
7.9
%
-1.4
%
GES Adjusted EBITDA by Reportable Segment: Spiro
$
775
$
4,688
$
(3,913
)
-83.5
%
$
13,452
$
21,180
$
(7,728
)
-36.5
%
GES Exhibitions
(2,779
)
5,997
(8,776
)
**
28,133
27,356
777
2.8
%
Total GES
$
(2,004
)
$
10,685
$
(12,689
)
**
$
41,585
$
48,536
$
(6,951
)
-14.3
%
Spiro Revenue
$
58,887
$
73,277
$
(14,390
)
-19.6
%
$
199,617
$
205,518
$
(5,901
)
-2.9
%
Spiro Adjusted EBITDA Margin
1.3
%
6.4
%
-5.1
%
6.7
%
10.3
%
-3.6
%
GES Exhibitions Revenue
$
122,115
$
147,872
$
(25,757
)
-17.4
%
$
446,146
$
414,303
$
31,843
7.7
%
GES Exhibitions Adjusted EBITDA Margin
-2.3
%
4.1
%
-6.3
%
6.3
%
6.6
%
-0.3
%
(A)
Includes costs related to the development of Pursuit's new FlyOver
attractions in Chicago and Toronto, and Forest Park Hotel in
Canada.
(B)
Remeasurement of finance lease obligation represents the non-cash
foreign exchange loss/(gain) included within Cost of Services
related to the periodic remeasurement of the Sky Lagoon finance
lease obligation.
VIAD CORP AND SUBSIDIARIES TABLE TWO -
NON-GAAP FINANCIAL MEASURES (CONTINUED) (UNAUDITED) The
following table provides 2022 revenue and Adjusted EBITDA, along
with reconciliations of Adjusted EBITDA to the nearest GAAP
measure, net income attributable to Viad.
2022
($ in thousands) First Quarter Second Quarter Third Quarter Fourth
Quarter Full Year
Viad Consolidated: Net income
(loss) attributable to Viad
$
(29,001
)
$
19,839
$
38,121
$
(5,739
)
$
23,220
Net income (loss) attributable to noncontrolling interest
(1,204
)
451
3,784
(708
)
2,323
Net loss attributable to redeemable noncontrolling interest
(138
)
(128
)
(88
)
(394
)
(748
)
(Income) loss from discontinued operations
(275
)
(52
)
42
137
(148
)
Net interest expense
5,877
7,761
10,252
11,001
34,891
Income tax expense (benefit)
(2,582
)
3,359
8,810
386
9,973
Depreciation and amortization
13,279
13,207
12,956
13,041
52,483
Gain on sale of ON Services
-
-
-
(19,637
)
(19,637
)
Restructuring charges (recoveries)
654
1,426
1,387
(408
)
3,059
Impairment charges
583
-
-
-
583
Other expense
638
612
280
547
2,077
Start-up costs (A)
431
648
672
418
2,169
Acquisition transaction-related costs
418
91
765
53
1,327
Integration costs
-
119
17
101
237
Remeasurement of finance lease obligation (B)
-
-
4,961
(804
)
4,157
Other non-recurring expenses (C)
8
143
-
-
151
Consolidated Adjusted EBITDA
$
(11,312
)
$
47,476
$
81,959
$
(2,006
)
$
116,117
Consolidated Adjusted EBITDA by Business: Pursuit
$
(11,498
)
$
15,613
$
75,085
$
(11,251
)
$
67,949
Total GES
2,720
35,131
10,685
12,721
61,257
Total Segment EBITDA
(8,778
)
50,744
85,770
1,470
129,206
Corporate EBITDA
(2,534
)
(3,268
)
(3,811
)
(3,476
)
(13,089
)
Consolidated Adjusted EBITDA
$
(11,312
)
$
47,476
$
81,959
$
(2,006
)
$
116,117
Pursuit Adjusted EBITDA: Revenue
$
23,784
$
77,599
$
163,796
$
34,148
$
299,327
Cost of services and products
(44,982
)
(72,028
)
(104,047
)
(54,239
)
(275,296
)
Segment operating income (loss)
(21,198
)
5,571
59,749
(20,091
)
24,031
Depreciation
7,782
7,866
7,501
7,926
31,075
Amortization
1,179
1,316
1,351
1,175
5,021
Start-up costs (A)
431
648
672
418
2,169
Acquisition transaction-related costs
308
93
834
24
1,259
Integration costs
-
119
17
101
237
Remeasurement of finance lease obligation (B)
-
-
4,961
(804
)
4,157
Adjusted EBITDA
$
(11,498
)
$
15,613
$
75,085
$
(11,251
)
$
67,949
Pursuit Operating margin
-89.1
%
7.2
%
36.5
%
-58.8
%
8.0
%
Pursuit Adjusted EBITDA margin
-48.3
%
20.1
%
45.8
%
-32.9
%
22.7
%
Total GES Adjusted EBITDA: Revenue
$
153,576
$
241,604
$
218,925
$
213,879
$
827,984
Cost of services and products
(155,170
)
(210,484
)
(212,335
)
(205,082
)
(783,071
)
Segment operating income (loss)
(1,594
)
31,120
6,590
8,797
44,913
Depreciation
3,220
2,922
2,970
2,802
11,914
Amortization
1,094
1,089
1,125
1,122
4,430
Total GES Adjusted EBITDA
$
2,720
$
35,131
$
10,685
$
12,721
$
61,257
Total GES Operating margin
-1.0
%
12.9
%
3.0
%
4.1
%
5.4
%
Total GES Adjusted EBITDA margin
1.8
%
14.5
%
4.9
%
5.9
%
7.4
%
GES Adjusted EBITDA by Reportable Segment: Spiro
$
742
$
15,750
$
4,688
$
5,795
$
26,975
GES Exhibitions
1,978
19,381
5,997
6,926
34,282
Total GES
$
2,720
$
35,131
$
10,685
$
12,721
$
61,257
Spiro Revenue
$
42,816
$
89,425
$
73,277
$
72,123
$
277,641
Spiro Adjusted EBITDA Margin
1.7
%
17.6
%
6.4
%
8.0
%
9.7
%
GES Exhibitions Revenue
$
111,831
$
154,600
$
147,872
$
143,577
$
557,880
GES Exhibitions Adjusted EBITDA Margin
1.8
%
12.5
%
4.1
%
4.8
%
6.1
%
(A)
Includes costs related to the development of Pursuit's new FlyOver
attractions in Chicago and Toronto, and Forest Park Hotel in
Canada.
(B)
Remeasurement of finance lease obligation represents the non-cash
foreign exchange loss/(gain) included within Cost of Services
related to the periodic remeasurement of the Sky Lagoon finance
lease obligation.
(C)
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/20231102275347/en/
Carrie Long or Michelle Porhola Investor Relations (602)
207-2681 ir@viad.com
Viad (NYSE:VVI)
過去 株価チャート
から 4 2024 まで 5 2024
Viad (NYSE:VVI)
過去 株価チャート
から 5 2023 まで 5 2024