- Pursuit delivered record results with 17% full year revenue
growth and continued margin expansion
- GES substantially outperformed expectations with 7% full
year revenue growth and healthy margins
- Strong growth and margin improvement expected again in
2024
Viad Corp (NYSE: VVI), a leading global provider of
extraordinary experiences, including attractions, hospitality,
exhibition management services, and experiential marketing, today
reported results for the 2023 fourth quarter and full year.
Steve Moster, Viad’s President and Chief Executive Officer,
commented, “We delivered strong fourth quarter and full year
results, with consolidated revenue and adjusted EBITDA exceeding
the high-end of our guidance. GES’ results significantly surpassed
our expectations due to increased corporate client spending on
high-margin experiential marketing services. Pursuit posted record
revenue and benefited from increased demand for our inspiring and
unforgettable attractions and hotels.”
Moster continued, “We are entering 2024 with great momentum as
we see robust demand for our extraordinary experiences at both
Pursuit and GES. We expect to deliver full year consolidated
adjusted EBITDA year-over-year growth of approximately 16% to 30%
in 2024 with strong free cash flow.”
Financial Highlights
Three months ended December
31,
Year ended December
31,
(in millions, except per share data)
2023
2022
% Change
2023
2022
% Change
Revenue
$
291.7
$
248.0
17.6
%
$
1,238.7
$
1,127.3
9.9
%
Pursuit Revenue
42.2
34.1
23.6
%
350.3
299.3
17.0
%
GES Revenue
249.5
213.9
16.6
%
888.4
828.0
7.3
%
Net Income (Loss) Attributable to Viad
$
(15.3
)
$
(5.7
)
**
$
16.0
$
23.2
-31.0
%
Net Income (Loss) Before Other Items*
(Adjusted Net Income (Loss))
$
(14.6
)
$
(25.5
)
42.8
%
$
18.6
$
12.3
50.9
%
Income (Loss) Per Common Share
Attributable to Viad (Diluted EPS)
$
(0.83
)
$
(0.37
)
**
$
0.30
$
0.53
-43.4
%
Income (Loss) Before Other Items Per
Common Share* (Adjusted Diluted EPS)
$
(0.79
)
$
(1.33
)
40.6
%
$
0.39
$
0.16
**
Consolidated Adjusted EBITDA*
$
14.5
$
(2.0
)
**
$
147.0
$
116.1
26.6
%
Pursuit Adjusted EBITDA*
(8.3
)
(11.3
)
25.9
%
92.6
67.9
36.3
%
GES Adjusted EBITDA*
26.6
12.7
**
68.2
61.3
11.3
%
Corporate Adjusted EBITDA*
(3.7
)
(3.5
)
-6.9
%
(13.8
)
(13.1
)
-5.1
%
* 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.
** Change is greater than +/- 100
percent
In addition to the commentary below, further information
regarding our financial results, trends, and outlook are available
in a supplemental earnings presentation, which can be accessed on
the “Investors” section of our website, and in the financial tables
accompanying this press release.
Full Year Results
- Revenue of $1.2 billion increased $111.4 million (9.9%) from
the 2022 full year.
- Pursuit revenue of $350.3 million increased $51.0 million
(17.0%) year-over-year, primarily driven by stronger international
tourism to Western Canada and Iceland, as well as revenue
management efforts to capture higher revenue per guest.
- GES revenue of $888.4 million increased $60.4 million (7.3%)
year-over-year, primarily due to improved demand for exhibition
management and experiential marketing services, which more than
offset a $74 million year-over-year revenue impact from the sale of
a non-core audio visual services business in 2022 and the timing of
major non-annual shows.
- Net income attributable to Viad of $16.0 million decreased $7.2
million from the 2022 full year primarily due to a $19.6 million
gain on the sale of a non-core audio visual business in the prior
year, as well as higher interest expense and income tax expense,
partially offset by improved business performance.
- Net income before other items* (adjusted net income) of $18.6
million increased $6.3 million (50.9%) primarily due to higher
adjusted EBITDA, partially offset by increased interest expense and
income tax expense.
- Consolidated adjusted EBITDA* of $147.0 million increased $30.9
million (26.6%) from the 2022 full year.
- Pursuit adjusted EBITDA* of $92.6 million increased $24.7
million (36.3%) year-over-year primarily driven by higher revenue
and improved margin.
- GES adjusted EBITDA of $68.2 million increased $6.9 million
(11.3%) year-over-year primarily driven by higher revenue and
improved margin.
Fourth Quarter Results
- Revenue of $291.7 million increased $43.7 million (17.6%) from
the 2022 fourth quarter.
- Pursuit revenue of $42.2 million increased $8.1 million (23.6%)
year-over-year primarily due to higher visitation and improved
revenue per guest.
- GES revenue of $249.5 million increased $35.6 million (16.6%)
year-over-year primarily due to continued underlying growth and
about $9 million of incremental revenue from non-annual shows,
partially offset by the loss of $13 million in revenue from a
non-core audio visual services business that was sold in 2022.
- Net loss attributable to Viad of $15.3 million increased $9.6
million from the 2022 fourth quarter primarily due to a $19.6
million gain on the sale of a non-core audio visual business in
2022 and higher income tax expense, partially offset by improved
business performance.
- Net loss before other items* (adjusted net loss) of $14.6
million improved by $10.9 million primarily due to higher adjusted
EBITDA, partially offset by higher income tax expense.
- Consolidated adjusted EBITDA* of $14.5 million increased $16.5
million from the 2022 fourth quarter.
- Pursuit negative adjusted EBITDA* of $8.3 million improved by
$2.9 million year-over-year primarily driven by higher revenue
during the seasonally slow quarter.
- GES adjusted EBITDA of $26.6 million increased $13.9 million
year-over-year primarily due to higher revenue and improved
margin.
Cash Flow and Balance Sheet Highlights
- Our cash flow from operations was an outflow of $9.8 million
for the fourth quarter and an inflow of $106.7 million for the full
year.
- Our capital expenditures for the fourth quarter totaled $23.6
million, comprising $20.3 million for Pursuit and $3.2 million for
GES. For the full year, our capital expenditures totaled $78.3
million, comprising $64.6 million for Pursuit (inclusive of about
$39 million for growth projects) and $13.6 million for GES.
- Our debt principal payments (net) totaled $17.1 million for the
fourth quarter and $22.3 million for the full year. We paid cash
dividends on our convertible preferred equity of approximately $2.0
million for the fourth quarter and $7.8 million for the full
year.
- Our total liquidity was $160.7 million, comprising cash and
cash equivalents of $52.7 million and $108.0 million of capacity
available on our revolving credit facility ($170 million total
facility size, less $57 million outstanding balance and $5 million
in letters of credit) at the end of the year.
- Our debt was $462.1 million, and our net leverage ratio was 2.6
at the end of the year.
2024 Outlook
Our guidance for Viad consolidated, Pursuit, and GES is as
follows:
(in millions)
First Quarter
Full Year
Viad
Consolidated
Revenue
$260 to $284
Up high-single to low-double
digits
Adjusted EBITDA
$(0.5) to $7.5
$171 to $191
Cash flow from Operations
$5 to $15
$120 to $140
Capital Expenditures
$25 to $30 (including growth
capex of ~$10)
$65 to $70 (including growth
capex of ~$20)
Pursuit
Revenue
$35 to $39
Up mid-single digits
Adjusted EBITDA
$(12) to $(8)
$105 to $115
Key Assumptions
- FlyOver Chicago opens in March 2024
- Strong demand for Pursuit’s iconic, unforgettable, inspiring
experiences
- Continued growth of international leisure travel
(in millions)
First Quarter
Full Year
GES
Revenue
$225 to $245
Up low-double digits
Adjusted EBITDA
$15 to $19
$80 to $90
Key Assumptions
- Major non-annual shows (~$65M of incremental revenue vs. 2023,
primarily in the third quarter)
- Strong demand for GES’ experiential marketing and exhibition
management services
- Increased exhibition and event show sizes
Conference Call Details
Management will host a conference call to review fourth quarter
and full year 2023 results on Thursday, February 8, 2024, 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 092660.
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=0de1640f&confId=59653.
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 access code 706058.
Additionally, we posted a supplemental earnings presentation,
containing our financial 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 attractions, hospitality, exhibition
management services, and experiential marketing 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 global attractions and hospitality company that
owns and operates a collection of inspiring and unforgettable
experiences in iconic destinations. Pursuit’s elevated hospitality
experiences enable visitors to discover and connect with
world-class attractions, distinctive lodges, and engaging tours in
stunning national parks and renowned global travel locations, in
addition to experiencing our collection of Flyover Attractions in
the vibrant cities of Vancouver, Reykjavik, Las Vegas, and Chicago
(opening March 2024).
GES is a global exhibition management and experiential marketing
company offering a comprehensive range of services to the world’s
leading event organizers and brands through two reportable
segments, GES Exhibitions and Spiro. GES Exhibitions is a global
exhibition and trade show management business 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. Spiro is a global experiential
marketing agency that partners with leading brands around the world
to manage and elevate their experiential marketing activities,
bonding brand and customer.
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 covenants, on our operational and 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 AND FULL
YEAR RESULTS (UNAUDITED) Three months ended
December 31, Year ended December 31, (in thousands, except per
share data)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Revenue: Pursuit
$
42,208
$
34,148
$
8,060
23.6
%
$
350,285
$
299,327
$
50,958
17.0
%
GES: Spiro
83,554
72,123
11,431
15.8
%
283,171
277,641
5,530
2.0
%
GES Exhibitions
168,272
143,577
24,695
17.2
%
614,418
557,880
56,538
10.1
%
Inter-segment eliminations
(2,355
)
(1,821
)
(534
)
-29.3
%
(9,194
)
(7,537
)
(1,657
)
-22.0
%
Total GES
249,471
213,879
35,592
16.6
%
888,395
827,984
60,411
7.3
%
Total revenue
$
291,679
$
248,027
$
43,652
17.6
%
$
1,238,680
$
1,127,311
$
111,369
9.9
%
Segment operating income (loss): Pursuit
$
(18,693
)
$
(20,091
)
$
1,398
7.0
%
$
53,381
$
24,031
$
29,350
** GES: Spiro
12,091
4,805
7,286
**
23,723
23,133
590
2.6
%
GES Exhibitions
11,104
3,992
7,112
**
31,339
21,780
9,559
43.9
%
Total GES
23,195
8,797
14,398
**
55,062
44,913
10,149
22.6
%
Segment operating income (loss)
$
4,502
$
(11,294
)
$
15,796
**
$
108,443
$
68,944
$
39,499
57.3
%
Corporate eliminations
10
16
(6
)
-37.5
%
59
67
(8
)
-11.9
%
Corporate activities
(3,785
)
(3,537
)
(248
)
-7.0
%
(14,040
)
(13,418
)
(622
)
-4.6
%
Gain on sale of ON Services (Note A)
-
19,637
(19,637
)
-100.0
%
(204
)
19,637
(19,841
)
** Restructuring (charges) recoveries (Note B)
(49
)
408
(457
)
**
(1,174
)
(3,059
)
1,885
61.6
%
Impairment charges
-
-
-
**
-
(583
)
583
-100.0
%
Other expense, net
(500
)
(547
)
47
8.6
%
(2,033
)
(2,077
)
44
2.1
%
Net interest expense (Note C)
(10,897
)
(11,001
)
104
0.9
%
(47,978
)
(34,891
)
(13,087
)
-37.5
%
Income (loss) from continuing operations before income taxes
(10,719
)
(6,318
)
(4,401
)
-69.7
%
43,073
34,620
8,453
24.4
%
Income tax expense (Note D)
(5,176
)
(386
)
(4,790
)
**
(18,799
)
(9,973
)
(8,826
)
-88.5
%
Income (loss) from continuing operations
(15,895
)
(6,704
)
(9,191
)
**
24,274
24,647
(373
)
-1.5
%
Income (loss) from discontinued operations (Note E)
33
(137
)
170
**
(822
)
148
(970
)
** Net income (loss)
(15,862
)
(6,841
)
(9,021
)
**
23,452
24,795
(1,343
)
-5.4
%
Net (income) loss attributable to noncontrolling interest
385
708
(323
)
-45.6
%
(7,836
)
(2,323
)
(5,513
)
** Net loss attributable to redeemable noncontrolling interest
131
394
(263
)
-66.8
%
401
748
(347
)
-46.4
%
Net income (loss) attributable to Viad
$
(15,346
)
$
(5,739
)
$
(9,607
)
**
$
16,017
$
23,220
$
(7,203
)
-31.0
%
Amounts Attributable to Viad: Income (loss) from
continuing operations
$
(15,379
)
$
(5,602
)
$
(9,777
)
**
$
16,839
$
23,072
$
(6,233
)
-27.0
%
Income (loss) from discontinued operations (Note E)
33
(137
)
170
**
(822
)
148
(970
)
**
Net income (loss)
$
(15,346
)
$
(5,739
)
$
(9,607
)
**
$
16,017
$
23,220
$
(7,203
)
-31.0
%
Income (loss) per common share attributable to Viad (Note
F): Basic income (loss) per common share
$
(0.83
)
$
(0.37
)
$
(0.46
)
**
$
0.30
$
0.54
$
(0.24
)
-44.4
%
Diluted income (loss) per common share
$
(0.83
)
$
(0.37
)
$
(0.46
)
**
$
0.30
$
0.53
$
(0.23
)
-43.4
%
Weighted-average common shares outstanding: Basic
weighted-average outstanding common shares
20,942
20,656
286
1.4
%
20,855
20,589
266
1.3
%
Additional dilutive shares related to share-based compensation
-
-
-
**
242
223
19
8.5
%
Diluted weighted-average outstanding common shares
20,942
20,656
286
1.4
%
21,097
20,812
285
1.4
%
Adjusted EBITDA* by Reportable Segment: Pursuit
$
(8,332
)
$
(11,251
)
$
2,919
25.9
%
$
92,623
$
67,949
$
24,674
36.3
%
GES: Spiro
12,451
5,795
6,656
**
25,903
26,975
(1,072
)
-4.0
%
GES Exhibitions
14,140
6,926
7,214
**
42,273
34,282
7,991
23.3
%
Total GES
26,591
12,721
13,870
**
68,176
61,257
6,919
11.3
%
Corporate
(3,717
)
(3,476
)
(241
)
-6.9
%
(13,754
)
(13,089
)
(665
)
-5.1
%
Consolidated Adjusted EBITDA
$
14,542
$
(2,006
)
$
16,548
**
$
147,045
$
116,117
$
30,928
26.6
%
As of December 31,
Capitalization Data:
2023
2022
$ Change % Change Cash and cash equivalents
$
52,704
$
59,719
$
(7,015
)
-11.7
%
Total debt
462,128
481,792
(19,664
)
-4.1
%
Viad shareholders' equity
41,392
14,530
26,862
** Non-controlling interests (redeemable and non-redeemable)
93,921
87,266
6,655
7.6
%
Convertible Series A Preferred Stock (Note G): 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 AND FULL YEAR RESULTS (UNAUDITED) (A) Gain on
Sale of ON Services — On December 15, 2022, we completed the sale
of substantially all of the assets of GES’ United States
audio-visual production business, ON Services. We recognized a gain
on sale of approximately $19.6 million. (B) Restructuring
(Charges) Recoveries – Restructuring charges during the years ended
2023 and 2022 were 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. (C) Net
Interest Expense – The increase in interest expense during the year
ended 2023 relative to 2022 was primarily due to higher interest
rates in 2023. (D) Income Tax Expense – The effective tax
rate was 43.6% for the year ended December 31, 2023 and 28.8% for
the year ended December 31, 2022. We generated higher income in
2023 than 2022 in our tax jurisdictions without a valuation
allowance (VA) and were not able to recognize a benefit on losses
in our jurisdictions with a VA. The effective tax rate was negative
48.3% for the three months ended December 31, 2023 and 6.1% for the
three months ended December 31, 2022. In the fourth quarter of
2023, we generated higher income in our tax jurisdictions without a
VA than in 2022 and were not able to recognize a benefit on losses
in our jurisdictions with a VA. (E) Income (Loss) from
Discontinued Operations — The loss from discontinued operations
during the year ended 2023 was primarily due to legal matters
related to previously sold operations. (F) 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 December 31, Year ended December 31, (in thousands)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Net income (loss) attributable to
Viad
$
(15,346
)
$
(5,739
)
$
(9,607
)
**
$
16,017
$
23,220
$
(7,203
)
-31.0
%
Convertible preferred stock dividends paid in cash
(1,950
)
(1,950
)
-
0.0
%
(7,801
)
(7,801
)
-
0.0
%
Adjustment to the redemption value of redeemable noncontrolling
interest
-
-
-
**
-
(763
)
763
-100.0
%
Undistributed income (loss) attributable to Viad
(17,296
)
(7,689
)
(9,607
)
**
8,216
14,656
(6,440
)
-43.9
%
Less: Allocation to participating securities
-
-
-
**
(1,993
)
(3,600
)
1,607
44.6
%
Net income (loss) allocated to Viad common shareholders
(basic)
$
(17,296
)
$
(7,689
)
$
(9,607
)
**
$
6,223
$
11,056
$
(4,833
)
-43.7
%
Add: Allocation to participating securities
-
-
-
**
18
30
-
-40.0
%
Net income (loss) allocated to Viad common shareholders
(diluted)
$
(17,296
)
$
(7,689
)
$
(9,607
)
**
$
6,241
$
11,086
$
(4,833
)
-43.7
%
Basic weighted-average outstanding common shares
20,942
20,656
286
1.4
%
20,855
20,589
266
1.3
%
Additional dilutive shares related to share-based compensation
-
-
-
**
242
223
19
8.5
%
Diluted weighted-average outstanding common shares
20,942
20,656
286
1.4
%
21,097
20,812
285
1.4
%
(G) 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 December 31, Year ended December 31, (in
thousands, except per share data)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Net income (loss) before other items (adjusted
net income (loss)): Net income (loss) attributable to Viad
$
(15,346
)
$
(5,739
)
$
(9,607
)
**
$
16,017
$
23,220
$
(7,203
)
-31.0
%
(Income) loss from discontinued operations attributable to Viad
(33
)
137
(170
)
**
822
(148
)
970
** Income (loss) from continuing operations attributable to Viad
(15,379
)
(5,602
)
(9,777
)
**
16,839
23,072
(6,233
)
-27.0
%
Gain on sale of ON Services, pre-tax
-
(19,637
)
19,637
-100.0
%
204
(19,637
)
19,841
** Restructuring charges (recoveries), pre-tax
49
(408
)
457
**
1,174
3,059
(1,885
)
-61.6
%
Impairment charges, pre-tax
-
-
-
**
-
583
(583
)
-100.0
%
Acquisition-related costs and other non-recurring expenses, pre-tax
(Note A)
1,002
572
430
75.2
%
3,237
3,884
(647
)
-16.7
%
Remeasurement of finance lease obligation attributable to Viad,
pre-tax (Note B)
(267
)
(410
)
143
34.9
%
(865
)
2,120
(2,985
)
** Tax expense (benefit) on above items
20
16
4
25.0
%
113
(755
)
868
** Favorable tax matters
-
-
-
**
(2,103
)
-
(2,103
)
**
Net income (loss) before other items (adjusted net income
(loss))
$
(14,575
)
$
(25,469
)
$
10,894
42.8
%
$
18,599
$
12,326
$
6,273
50.9
%
The components of net income (loss) before other items per
common share (adjusted diluted EPS) are as follows: Net
income (loss) before other items (adjusted net income (loss)) (as
reconciled above)
$
(14,575
)
$
(25,469
)
$
10,894
42.8
%
$
18,599
$
12,326
$
6,273
50.9
%
Convertible preferred stock dividends paid in cash
(1,950
)
(1,950
)
-
0.0
%
(7,801
)
(7,801
)
-
0.0
%
Undistributed income (loss) before other items attributable to Viad
(Note C)
(16,525
)
(27,419
)
10,894
39.7
%
10,798
4,525
6,273
** Less: Allocation to participating securities (Note D)
-
-
-
**
(2,596
)
(1,102
)
(1,494
)
** Diluted income (loss) before other items allocated to Viad
common shareholders
$
(16,525
)
$
(27,419
)
$
10,894
39.7
%
$
8,202
$
3,423
$
4,779
** Diluted weighted-average outstanding common shares
20,942
20,656
286
1.4
%
21,097
20,812
285
1.4
%
Income (loss) before other items per common share
(adjusted diluted EPS)
$
(0.79
)
$
(1.33
)
$
0.54
40.6
%
$
0.39
$
0.16
$
0.23
** (A) Acquisition-related costs and other non-recurring
expenses include: Three months ended December 31, Year ended
December 31, (in thousands)
2023
2022
2023
2022
Acquisition integration costs - Pursuit1
$
-
$
101
$
30
$
237
Acquisition transaction-related costs - Pursuit1
158
24
342
1,259
Acquisition transaction-related costs - Corporate2
26
29
43
68
Attraction start-up costs1, 3
814
418
2,723
2,169
Other non-recurring expenses2, 4
4
-
99
151
Acquisition-related and other non-recurring expenses, pre-tax
$
1,002
$
572
$
3,237
$
3,884
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 December 31, Year ended December 31, (in thousands)
2023
2022
2023
2022
Weighted-average outstanding common shares
20,942
20,656
21,097
20,812
Effect of participating convertible preferred shares (if
applicable)
-
-
6,674
6,674
Effect of participating non-vested shares (if applicable)
-
-
2
29
Weighted-average shares including effect of participating interests
(if applicable)
20,942
20,656
27,773
27,515
** Change is greater than +/- 100 percent
VIAD CORP AND
SUBSIDIARIES TABLE TWO - NON-GAAP FINANCIAL MEASURES
(CONTINUED) (UNAUDITED) Three months ended
December 31, Year ended December 31, ($ in thousands)
2023
2022
$ Change % Change
2023
2022
$ Change % Change
Viad Consolidated: Revenue
$
291,679
$
248,027
$
43,652
17.6
%
$
1,238,680
$
1,127,311
$
111,369
9.9
%
Net income (loss) attributable to Viad
$
(15,346
)
$
(5,739
)
$
(9,607
)
**
$
16,017
$
23,220
$
(7,203
)
-31.0
%
Net income (loss) attributable to noncontrolling interest
(385
)
(708
)
323
45.6
%
7,836
2,323
5,513
** Net loss attributable to redeemable noncontrolling interest
(131
)
(394
)
263
66.8
%
(401
)
(748
)
347
46.4
%
(Income) loss from discontinued operations
(33
)
137
(170
)
**
822
(148
)
970
** Net interest expense
10,897
11,001
(104
)
-0.9
%
47,978
34,891
13,087
37.5
%
Income tax expense
5,176
386
4,790
**
18,799
9,973
8,826
88.5
%
Depreciation and amortization
13,336
13,041
295
2.3
%
51,043
52,483
(1,440
)
-2.7
%
Gain on sale of ON Services
-
(19,637
)
19,637
-100.0
%
204
(19,637
)
19,841
** Restructuring charges (recoveries)
49
(408
)
457
**
1,174
3,059
(1,885
)
-61.6
%
Impairment charges
-
-
-
**
-
583
(583
)
-100.0
%
Other expense, net
500
547
(47
)
-8.6
%
2,033
2,077
(44
)
-2.1
%
Start-up costs (A)
814
418
396
94.7
%
2,723
2,169
554
25.5
%
Acquisition transaction-related costs
184
53
131
**
385
1,327
(942
)
-71.0
%
Integration costs
-
101
(101
)
-100.0
%
30
237
(207
)
-87.3
%
Other non-recurring expenses
4
-
4
**
99
151
(52
)
-34.4
%
Remeasurement of finance lease obligation (B)
(523
)
(804
)
281
35.0
%
(1,697
)
4,157
(5,854
)
**
Consolidated Adjusted EBITDA
$
14,542
$
(2,006
)
$
16,548
**
$
147,045
$
116,117
$
30,928
26.6
%
Adjusted EBITDA attributable to noncontrolling interest
(1,131
)
(246
)
(885
)
**
(15,904
)
(10,950
)
(4,954
)
-45.2
%
Consolidated Adjusted EBITDA attributable to Viad
$
13,411
$
(2,252
)
$
15,663
**
$
131,141
$
105,167
$
25,974
24.7
%
Consolidated Adjusted EBITDA by Business: Pursuit
$
(8,332
)
$
(11,251
)
$
2,919
25.9
%
$
92,623
$
67,949
$
24,674
36.3
%
Total GES
26,591
12,721
13,870
**
68,176
61,257
6,919
11.3
%
Total Segment EBITDA
18,259
1,470
16,789
**
160,799
129,206
31,593
24.5
%
Corporate EBITDA
(3,717
)
(3,476
)
(241
)
-6.9
%
(13,754
)
(13,089
)
(665
)
-5.1
%
Consolidated Adjusted EBITDA
$
14,542
$
(2,006
)
$
16,548
**
$
147,045
$
116,117
$
30,928
26.6
%
Pursuit Adjusted EBITDA: Revenue
$
42,208
$
34,148
$
8,060
23.6
%
$
350,285
$
299,327
$
50,958
17.0
%
Cost of services and products
(60,901
)
(54,239
)
(6,662
)
-12.3
%
(296,904
)
(275,296
)
(21,608
)
-7.8
%
Segment operating income (loss)
(18,693
)
(20,091
)
1,398
7.0
%
53,381
24,031
29,350
** Depreciation
8,816
7,926
890
11.2
%
32,937
31,075
1,862
6.0
%
Amortization
1,096
1,175
(79
)
-6.7
%
4,907
5,021
(114
)
-2.3
%
Start-up costs (A)
814
418
396
94.7
%
2,723
2,169
554
25.5
%
Acquisition transaction-related costs
158
24
134
**
342
1,259
(917
)
-72.8
%
Integration costs
-
101
(101
)
-100.0
%
30
237
(207
)
-87.3
%
Remeasurement of finance lease obligation (B)
(523
)
(804
)
281
35.0
%
(1,697
)
4,157
(5,854
)
**
Adjusted EBITDA
$
(8,332
)
$
(11,251
)
$
2,919
25.9
%
$
92,623
$
67,949
$
24,674
36.3
%
Adjusted EBITDA attributable to noncontrolling interest
(1,131
)
(246
)
(885
)
**
(15,904
)
(10,950
)
(4,954
)
-45.2
%
Adjusted EBITDA attributable to Viad
$
(9,463
)
$
(11,497
)
$
2,034
17.7
%
$
76,719
$
56,999
$
19,720
34.6
%
Pursuit Operating margin
-44.3
%
-58.8
%
14.5
%
15.2
%
8.0
%
7.2
%
Pursuit Adjusted EBITDA margin
-19.7
%
-32.9
%
13.2
%
26.4
%
22.7
%
3.7
%
Total GES Adjusted EBITDA: Revenue
$
249,471
$
213,879
$
35,592
16.6
%
$
888,395
$
827,984
$
60,411
7.3
%
Cost of services and products
(226,276
)
(205,082
)
(21,194
)
-10.3
%
(833,333
)
(783,071
)
(50,262
)
-6.4
%
Segment operating income
23,195
8,797
14,398
**
55,062
44,913
10,149
22.6
%
Depreciation
2,427
2,802
(375
)
-13.4
%
9,202
11,914
(2,712
)
-22.8
%
Amortization
969
1,122
(153
)
-13.6
%
3,912
4,430
(518
)
-11.7
%
Total GES Adjusted EBITDA
$
26,591
$
12,721
$
13,870
**
$
68,176
$
61,257
$
6,919
11.3
%
Total GES Operating margin
9.3
%
4.1
%
5.2
%
6.2
%
5.4
%
0.8
%
Total GES Adjusted EBITDA margin
10.7
%
5.9
%
4.7
%
7.7
%
7.4
%
0.3
%
GES Adjusted EBITDA by Reportable Segment: Spiro
$
12,451
$
5,795
$
6,656
**
$
25,903
$
26,975
$
(1,072
)
-4.0
%
GES Exhibitions
14,140
6,926
7,214
**
42,273
34,282
7,991
23.3
%
Total GES
$
26,591
$
12,721
$
13,870
**
$
68,176
$
61,257
$
6,919
11.3
%
Spiro Revenue
$
83,554
$
72,123
$
11,431
15.8
%
$
283,171
$
277,641
$
5,530
2.0
%
Spiro Adjusted EBITDA Margin
14.9
%
8.0
%
6.9
%
9.1
%
9.7
%
-0.6
%
GES Exhibitions Revenue
$
168,272
$
143,577
$
24,695
17.2
%
$
614,418
$
557,880
$
56,538
10.1
%
GES Exhibitions Adjusted EBITDA Margin
8.4
%
4.8
%
3.6
%
6.9
%
6.1
%
0.7
%
(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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240208093688/en/
Carrie Long or Michelle Porhola Investor Relations (602)
207-2681 ir@viad.com
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