VIAD CORP
For the period ended Jun 30, 2024. Filed Aug 7, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 7, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-03.
0000950170-24-052502
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-07.
0000950170-24-092988
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 116 current paragraphs.
75 unchanged; 23 reworded; 13 added; 8 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Recent Developments
Current report
Jasper Wildfires
Current report
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. The Municipality of Jasper reported that about 70% of the town, including homes, businesses, and hotels were untouched by fire. All of Pursuit’s hotels and attractions in the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruise were not reached by the wildfire and remain intact. Our known property losses have been limited to the Maligne Canyon Wilderness Kitchen, a restaurant and retail operation located about three miles outside the town of Jasper. The majority of the park, including the town of Jasper, remains closed as authorities continue work to control the fire and restore critical services to the Jasper townsite. Parks Canada communicated that they anticipate re-opening visitor services within Jasper National Park on September 3, 2024.
Current report
We are currently working with our insurance carriers to determine the extent of potential recoveries from our policies. Assessment of the full value of the loss is ongoing.
Current report
Jasper SkyTram
Current report
On June 26, 2024, we entered into an agreement to acquire the Jasper SkyTram attraction in Jasper National Park. All conditions precedent to the closing of the Jasper SkyTram acquisition have yet to be satisfied and have been delayed to an unknown extent by the Jasper wildfires as noted above.
Current report
On July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. All of Pursuit’s hotels and attractions in the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruise were not reached by the wildfire and remain intact. Our known property losses have been limited to the Maligne Canyon Wilderness Kitchen, a restaurant and retail operation located about three miles outside the town of Jasper. Refer to “Recent Developments” above for additional information.
Current report
**Change is greater than +/- 100%.
Current report
GES Exhibitions revenue increased $26.4 million primarily due increased revenue from new clients and larger show sizes, including same-show revenue growth of 2.6% and an increase of approximately $2 million due to the timing of major non-annual shows.
Current report
Spiro segment operating income increased $9.2 million primarily due to higher revenue.
Current report
Spiro segment operating income increased $10.1 million primarily due to higher revenue.
Current report
** Change is greater than +/- 100%.
Current report
On June 28, 2024, we entered into the CDOR Transition Amendment to the 2021 Credit Facility to replace the CDOR with the CORRA for Canadian Dollar borrowings on our revolver. Additional credit spread adjustments apply to CORRA ranging from 0.29547% (for a one-month duration) up to 0.32138% for a three-month duration).
Removed paragraphs (8)
Previous report
Refer to Note 23–Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating income (loss), to the most directly comparable GAAP measure.
Previous report
Refer to Note 23–Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating income (loss), to the most directly comparable GAAP measure.
Previous report
Refer to Note 23–Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating income (loss), to the most directly comparable GAAP measure.
Previous report
Spiro segment operating income increased $0.8 million primarily due to higher revenue.
Previous report
Non-GAAP Measure
Previous report
In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose segment operating income (loss) as a non-GAAP financial measure. Our use of segment operating income (loss) is supplemental to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. As not all companies use identical calculations, segment operating income (loss) may not be comparable to similarly titled measures used by other companies. We believe that our use of segment operating income (loss) provides useful information to investors regarding our results of operations for trending, analyzing, and benchmarking our performance and the value of our business.
Previous report
“Segment operating income (loss)” is “net income (loss) attributable to Viad” before income (loss) from discontinued operations, corporate activities, net interest expense, income taxes, restructuring charges, impairment charges, and certain other corporate expenses and charges that are not allocated to the reportable segments, and the reduction for income (loss) attributable to noncontrolling interests. Segment operating income (loss) is used to measure the profit and performance of our operating segments to facilitate period-to-period comparisons. Refer to Note 23 –Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of segment operating income (loss) to income (loss) from continuing operations before income taxes.
Previous report
We believe segment operating income (loss) is a useful operating metric as it eliminates potential variations arising from taxes, debt service costs, impairment charges, restructuring charges, the reduction of income (loss) attributable to non-controlling interests, and the effects of discontinued operations, resulting in an additional measure considered to be indicative of our ongoing operations and segment performance. Although we use segment operating income (loss) to assess the performance of our business, the use of this measure is limited because this measure does not consider material costs, expenses, and other items necessary to operate, or resulting from, our business. As segment operating income (loss) does not consider these items, net income (loss) attributable to Viad should be considered as an important measure of financial performance because it provides a more complete measure of our performance.
Reworded paragraphs (23)
Previous wording
Total revenue increased $12.7 million during the three months ended March 31, 2024 due to increased revenue at GES of $8.1 million and increased revenue at Pursuit of $4.6 million.
Current wording
Total revenue increased $58.2 million during the three months ended June 30, 2024 due to increased revenue at GES of $45.5 million and increased revenue at Pursuit of $12.7 million.
Previous wording
Net loss attributable to Viad increased $4.2 million during the three months ended March 31, 2024, primarily reflecting a higher segment operating loss at Pursuit and higher income tax expense of $1.5 million.
Current wording
Net income attributable to Viad increased $18.4 million during the three months ended June 30, 2024, primarily reflecting higher segment operating income at GES and Pursuit, offset in part by higher depreciation expense of $2.2 million.
Previous wording
Segment operating loss increased $2.9 million during the three months ended March 31, 2024, primarily due to a $4.7 million higher segment operating loss at Pursuit, offset in part by $1.8 million higher segment operating income at GES.
Current wording
Net income attributable to Viad improved $14.1 million during the six months ended June 30, 2024, primarily reflecting higher segment operating income at GES, offset in part by higher segment operating loss at Pursuit, higher depreciation expense of $3.2 million, and higher income tax expense of $2.3 million.
Previous wording
The following table presents a comparison of Pursuit’s reported revenue and segment operating loss for the three months ended March 31, 2024 and 2023:
Current wording
The following table presents a comparison of Pursuit’s reported revenue and segment operating income (loss) for the three and six months ended June 30, 2024 and 2023:
Previous wording
Pursuit revenue increased $4.6 million driven primarily by an increase in attractions revenue of $4.0 million due to a 10.4% increase in the number of visitors at our year-round attractions as well as higher revenue per attraction visitor of 9.5%. Our Sky Lagoon attraction in Iceland had particularly strong demand with increased revenue of $3.6 million. FlyOver Chicago opened on March 1, 2024 and contributed revenue of $0.8 million.
Current wording
Pursuit revenue increased $17.3 million driven primarily by an increase in attractions revenue of $12.4 million due to a 13.8% increase in the number of visitors as well as higher revenue per attraction visitor of 4.1%. Our Sky Lagoon attraction in Iceland had particularly strong demand with increased revenue of $5.1 million. FlyOver Chicago contributed revenue of $3.1 million during its first four months of operations.
Previous wording
Pursuit segment operating loss increased $4.7 million from the prior year period primarily due an increase in operating costs to support higher business volume during the three months ended March 31, 2024, as well as start-up costs to open the new FlyOver Chicago attraction, offset in part by the increase in revenue.
Current wording
Pursuit segment operating loss increased $1.9 million from the prior year period primarily due an increase in operating costs to support higher business volume during the six months ended June 30, 2024, as well as start-up costs to open the new FlyOver Chicago attraction, offset in part by the increase in revenue.
Previous wording
Attractions. The increase in number of attractions visitors during the three months ended March 31, 2024 was primarily driven by higher visitation to Sky Lagoon in Iceland and the opening of FlyOver Chicago on March 1, 2024. The increase in same-store effective ticket price during the three months ended March 31, 2024 was driven primarily by revenue management efforts.
Current wording
Attractions. The increase in number of attractions visitors during the three and six months ended June 30, 2024 was primarily driven by higher visitation to Sky Lagoon in Iceland and the opening of FlyOver Chicago on March 1, 2024. The increase in same-store effective ticket price during the three and six months ended June 30, 2024 was driven primarily by revenue management efforts.
Previous wording
Attractions ticket revenue on a same-store basis increased $2.6 million on a 1.7% increase in visitors and a 16.1% increase in effective ticket price during the three months ended March 31, 2024.
Current wording
During the three months ended June 30, 2024, attractions ticket revenue on a same-store basis increased $5.6 million on a 4.2% increase in visitors and a 10.9% increase in effective ticket price. During the six months ended June 30, 2024, attractions ticket revenue on a same-store basis increased $8.2 million on a 3.4% increase in visitors and a 12.4% increase in effective ticket price.
Previous wording
Hospitality. The decrease in RevPAR during the three months ended March 31, 2024 was primarily driven by lower occupancy due to unfavorable weather and ski conditions in Jasper that impacted destination demand for that region, offset in part by an increase in ADR.
Current wording
Hospitality. The increase in RevPAR during the three and six months ended June 30, 2024 was primarily driven by an increase in ADR.
Previous wording
During the three months ended March 31, 2024, rooms revenue on a same-store basis remained flat despite unfavorable weather.
Current wording
During the three months ended June 30, 2024, rooms revenue on a same-store basis increased 12.7% and increased 9.4% during the six months ended June 30, 2024.
Previous wording
The following table presents a comparison of GES’ reported revenue and segment operating income during the three months ended March 31, 2024 and 2023:
Current wording
The following table presents a comparison of GES’ reported revenue and segment operating income during the three and six months ended June 30, 2024 and 2023:
Previous wording
Spiro revenue increased $0.9 million primarily due to strong spending from existing and new clients obtained during 2024, offset in part by a reduction of approximately $3 million due to the timing of major non-annual shows.
Current wording
Spiro revenue increased $18.8 million primarily due to strong spending from existing and new clients obtained during 2024, offset in part by a reduction of approximately $13 million due to the timing of major non-annual shows.
Previous wording
GES Exhibitions segment operating income increased $0.9 million, primarily due to higher revenue.
Current wording
GES Exhibitions segment operating income increased $7.9 million primarily due to higher revenue.
Previous wording
GES Exhibitions revenue increased $6.3 million, primarily due to larger show sizes, including same-show revenue growth of 6.1%, offset in part by a reduction of approximately $1 million due to the timing of major non-annual shows.
Current wording
GES Exhibitions revenue increased $32.8 million primarily due to larger show sizes, including same-show revenue growth of 4.9% and an increase of approximately $1 million due to the timing of major non-annual shows.
Previous wording
Income Tax Expense –The effective tax rate was a negative 3.5% for the three months ended March 31, 2024 and a positive 2.6% for three months ended March 31, 2023. The effective rates differed from the 21% federal rate as we do not recognize a tax benefit on losses in the United States and other European countries where we have a valuation allowance. For the three months ended March 31, 2024, we also recorded a $1.1 million benefit for the release of the valuation allowance recorded on the UK tax loss carryforwards, offset by a $0.5 million expense to record estimated withholding taxes associated with the repatriation of Sky Lagoon earnings and a valuation allowance against the tax credit generated from this withholding tax. During the three months March 31, 2023, we released a valuation allowance of $2.1 million that was recorded on deferred tax assets associated with certain separate states, which more than offset taxes due in jurisdictions without a valuation allowance.
Current wording
Income Tax Expense –The effective tax rate was 16.3% for the three months ended June 30, 2024, 30.0% for the three months ended June 30, 2023, 63.9% for the six months ended June 30, 2024, and a negative 86.2% for six months ended June 30, 2023. The effective tax rates differed from the 21% federal rate as we do not recognize a tax benefit primarily on losses in the United States where we have a valuation allowance. For the six months ended June 30, 2024, we also recorded a $1.1 million benefit for the release of the valuation allowance recorded on the United Kingdom’s tax loss carryforwards, offset by a $0.5 million expense during the first quarter of 2024 to record estimated withholding taxes associated with repatriating Sky Lagoon’s earnings and a valuation allowance against the tax credit generated from this withholding tax. The effective tax rate for the six months ended June 30, 2023, was further impacted by the release of a valuation allowance of $2.1 million during the first quarter of 2023 on deferred tax assets associated with certain separate state filings, which more than offset taxes due in jurisdictions without a valuation allowance.
Previous wording
As of March 31, 2024, we held $47.6 million of our cash and cash equivalents outside of the United States.
Current wording
As of June 30, 2024, we held $43.1 million of our cash and cash equivalents outside of the United States.
Previous wording
As of March 31, 2024, the available capacity includes our total Revolving Credit Facility size of $170 million less $75.9 million of outstanding borrowings and $5.7 million in outstanding letters of credit issued under the Revolving Credit Facility. As of December 31, 2023, the available capacity includes our total Revolving Credit Facility size of $170 million less $57.0 million of outstanding borrowings and $5.0 million in outstanding letters of credit issued under the Revolving Credit Facility.
Current wording
As of June 30, 2024, the available capacity includes our total Revolving Credit Facility size of $170 million less $84.9 million of outstanding borrowings and $5.7 million in outstanding letters of credit issued under the Revolving Credit Facility. As of December 31, 2023, the available capacity includes our total Revolving Credit Facility size of $170 million less $57.0 million of outstanding borrowings and $5.0 million in outstanding letters of credit issued under the Revolving Credit Facility.
Previous wording
Cash provided by operating activities, supplemented by our revolving credit facility and existing cash and cash equivalents, is our primary source of liquidity for funding our business requirements. During the three months ended March 31, 2024, net cash used in operating activities was $7.5 million.
Current wording
Cash provided by operating activities, supplemented by our revolving credit facility and existing cash and cash equivalents, is our primary source of liquidity for funding our business requirements. During the six months ended June 30, 2024, net cash provided by operating activities was $22.7 million.
Previous wording
Effective July 30, 2021, we entered into the 2021 Credit Facility. The 2021 Credit Facility provided for a $400 million Term Loan B, with a maturity date of July 30, 2028, and a $100 million Revolving Credit Facility, with a maturity date of July 30, 2026. The proceeds of the Term Loan B, net of $14.8 million in related fees, were used to repay the $327 million outstanding balance under our prior $450 million revolving credit facility and to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes. On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023. The interest rate cap manages our exposure to interest rate increases on $300 million in borrowings under the 2021 Credit Facility or other
Current wording
Effective July 30, 2021, we entered into the 2021 Credit Facility. The 2021 Credit Facility provided for a $400 million Term Loan B, with a maturity date of July 30, 2028, and a $100 million Revolving Credit Facility, with a maturity date of July 30, 2026. The proceeds of the Term Loan B, net of $14.8 million in related fees, were used to repay the $327 million outstanding balance under our prior $450 million revolving credit facility and to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes. On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023. The interest rate cap manages our exposure to interest rate increases on $300 million in borrowings under the 2021 Credit Facility or other SOFR-based borrowings. Refer to Note 12 –Derivative of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.
Previous wording
On March 28, 2023, we entered into the Second Amendment to the 2021 Credit Facility, which modified the interest coverage financial covenant. On October 6, 2023, we entered into the Third Amendment to the 2021 Credit Facility, which among other things, increased the principal amount of the Revolving Credit Facility by $70 million, bringing the total amount of revolving capacity to $170 million. In connection with the Third Amendment, we prepaid $70 million of the outstanding balance on our existing Term Loan B using $60 million from the Revolving Credit Facility and $10 million of cash from the Company’s balance sheet. The current credit spread on our Revolving Credit Facility is 2.00% lower than the credit spread on the Term Loan B, which was 5.00% for SOFR borrowings through April 25, 2024. On April 26, 2024, we entered into the Fourth Amendment to the 2021 Credit Agreement, which among other things, (i) reduced the applicable rate on the Term Loan B by 0.75%, to SOFR + 4.25%, (ii) set the credit spread adjustments to 0% on the Term Loan B and (iii) reset the 1% prepayment premium on any repricings of the Term Loan B for six months. Refer to Note 25 –Subsequent Event of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.
Current wording
On March 28, 2023, we entered into the Second Amendment to the 2021 Credit Facility, which modified the interest coverage financial covenant. On October 6, 2023, we entered into the Third Amendment to the 2021 Credit Facility, which among other things, increased the principal amount of the Revolving Credit Facility by $70 million, bringing the total amount of revolving capacity to $170 million. In connection with the Third Amendment, we prepaid $70 million of the outstanding balance on our existing Term Loan B using $60 million from the Revolving Credit Facility and $10 million of cash from the Company’s balance sheet. The current credit spread on our Revolving Credit Facility is 2.00% lower than the credit spread on the Term Loan B, which was 5.00% for SOFR borrowings through April 25, 2024. On April 26, 2024, we entered into the Fourth Amendment to the 2021 Credit Agreement, which among other things, (i) reduced the SOFR credit spread from 5.00% to 4.25% on the Term Loan B, (ii) set the credit spread adjustments to 0% on the Term Loan B and (iii) reset the 1% prepayment premium on any repricings of the Term Loan B for six months.
Previous wording
Net cash provided by (used in) operating activities decreased $17.6 million primarily due to outflows due to changes in working capital and a higher segment operating loss at Pursuit.
Current wording
Net cash provided by operating activities decreased $16.1 million primarily due to outflows due to changes in working capital including a $35.1 million increase in the change in receivables, offset in part by higher segment operating income.
Previous wording
Net cash used in investing activities increased $9.4 million primarily due to an increase in capital expenditures in 2024.
Current wording
Net cash used in investing activities increased $5.6 million primarily due to an increase in capital expenditures in 2024 at Pursuit.
Previous wording
The change in net cash (used in) provided by financing activities of $31.9 million was primarily due to net debt borrowings of $26.3 million during the three months ended March 31, 2024 compared to net debt payments of $3.9 million during the three months ended March 31, 2023.
Current wording
The change in net cash provided by (used in) financing activities of $30.9 million was primarily due to net debt borrowings of $28.8 million during the six months ended June 30, 2024 compared to net debt payments of $5.4 million during the six months ended June 30, 2023.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Total revenue increased $70.9 million during the six months ended June 30, 2024 due to increased revenue at GES of $53.6 million and increased revenue at Pursuit of $17.3 million.
Current report — wording carried from elsewhere
Pursuit revenue increased $12.7 million driven primarily by an increase in attractions revenue of $8.4 million due to a 15.3% increase in the number of visitors as well as higher revenue per attraction visitor of 1.9%. FlyOver Chicago opened on March 1, 2024 and contributed revenue of $2.3 million. Hospitality revenue increased $4.1 million primarily due to a 10.6% increase in revenue per available room.
Current report — wording carried from elsewhere
Pursuit segment operating income increased $2.8 million from the prior year period primarily due to increased revenue, offset in part by an increase in operating costs to support higher business volume during the three months ended June 30, 2024.
Current report — wording carried from elsewhere
Spiro revenue increased $19.7 million primarily due to strong spending from existing and new clients obtained during 2024, offset in part by a reduction of approximately $16 million due to the timing of major non-annual shows.
Current report — wording carried from elsewhere
GES Exhibitions segment operating income increased $8.9 million, primarily due to higher revenue.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
SOFR-based borrowings. Refer to Note 12 –Derivative of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.