VIAD CORP - Quarter Report: 2010 September (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2010
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-11015
VIAD CORP
(Exact name of registrant as specified in its charter)
Delaware | 36-1169950 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
1850 North Central Avenue, Suite 800 Phoenix, Arizona |
85004-4545 |
|
(Address of principal executive offices) | (Zip Code) |
(602) 207-4000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Small reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of October 31, 2010, there were 20,191,294 shares of common stock ($1.50 par value) outstanding.
TABLE OF CONTENTS
Table of Contents
PART IFINANCIAL INFORMATION
Item 1. Financial Statements.
VIAD CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, 2010 | December 31, 2009 | |||||||
(in thousands, except share data) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 152,127 | $ | 116,342 | ||||
Accounts receivable, net of allowance for doubtful accounts
of $2,130 and $3,892, respectively |
56,915 | 44,767 | ||||||
Inventories |
36,095 | 44,818 | ||||||
Deferred income taxes |
20,136 | 20,150 | ||||||
Asset held for sale |
| 13,982 | ||||||
Other current assets |
18,134 | 21,476 | ||||||
Total current assets |
283,407 | 261,535 | ||||||
Property and equipment, net |
146,663 | 155,000 | ||||||
Other investments and assets |
30,912 | 29,069 | ||||||
Deferred income taxes |
38,086 | 35,951 | ||||||
Goodwill |
125,758 | 124,931 | ||||||
Other intangible assets, net |
1,970 | 2,700 | ||||||
Total Assets |
$ | 626,796 | $ | 609,186 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 53,323 | $ | 41,509 | ||||
Other current liabilities |
97,068 | 85,077 | ||||||
Current portion of long-term debt and capital lease obligations |
6,954 | 4,301 | ||||||
Total current liabilities |
157,345 | 130,887 | ||||||
Long-term debt and capital lease obligations |
2,624 | 8,487 | ||||||
Pension and postretirement benefits |
32,907 | 32,767 | ||||||
Other deferred items and liabilities |
48,119 | 52,414 | ||||||
Total liabilities |
240,995 | 224,555 | ||||||
Commitments and contingencies (Note 15) |
||||||||
Stockholders equity: |
||||||||
Viad Corp stockholders equity: |
||||||||
Common stock, $1.50 par value, 200,000,000 shares
authorized, 24,934,981 shares issued |
37,402 | 37,402 | ||||||
Additional capital |
607,441 | 606,038 | ||||||
Retained deficit |
(14,022 | ) | (16,405 | ) | ||||
Unearned employee benefits and other |
(4,856 | ) | (5,954 | ) | ||||
Accumulated other comprehensive income (loss): |
||||||||
Unrealized gains on investments |
232 | 154 | ||||||
Cumulative foreign currency translation adjustments |
34,066 | 31,283 | ||||||
Unrecognized net actuarial loss and prior service credit |
(10,043 | ) | (8,385 | ) | ||||
Common stock in treasury, at cost, 4,741,937 and 4,379,125
shares, respectively |
(272,301 | ) | (266,618 | ) | ||||
Total Viad Corp stockholders equity |
377,919 | 377,515 | ||||||
Noncontrolling interest |
7,882 | 7,116 | ||||||
Total stockholders equity |
385,801 | 384,631 | ||||||
Total Liabilities and Stockholders Equity |
$ | 626,796 | $ | 609,186 | ||||
See Notes to Condensed Consolidated Financial Statements.
Page 2
Table of Contents
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Revenues: |
||||||||||||||||
Convention and event services |
$ | 130,609 | $ | 104,895 | $ | 464,465 | $ | 456,512 | ||||||||
Exhibits and environments |
32,550 | 29,761 | 111,544 | 109,565 | ||||||||||||
Travel and recreation services |
51,985 | 46,469 | 81,787 | 69,562 | ||||||||||||
Total revenues |
215,144 | 181,125 | 657,796 | 635,639 | ||||||||||||
Costs and expenses: |
||||||||||||||||
Costs of services |
170,354 | 147,035 | 517,905 | 498,302 | ||||||||||||
Costs of products sold |
34,871 | 36,780 | 122,048 | 123,552 | ||||||||||||
Corporate activities |
1,749 | 2,024 | 4,451 | 4,230 | ||||||||||||
Interest income |
(174 | ) | (102 | ) | (358 | ) | (495 | ) | ||||||||
Interest expense |
472 | 378 | 1,438 | 1,223 | ||||||||||||
Restructuring charges |
183 | 3,867 | 2,795 | 6,797 | ||||||||||||
Goodwill impairment losses |
| 98,304 | | 98,304 | ||||||||||||
Intangible asset impairment losses |
| 11,352 | | 11,352 | ||||||||||||
Other impairment losses |
| 1,700 | | 1,700 | ||||||||||||
Total costs and expenses |
207,455 | 301,338 | 648,279 | 744,965 | ||||||||||||
Income (loss) before income taxes |
7,689 | (120,213 | ) | 9,517 | (109,326 | ) | ||||||||||
Income tax expense (benefit) |
1,911 | (23,947 | ) | 3,909 | (19,735 | ) | ||||||||||
Net income (loss) |
5,778 | (96,266 | ) | 5,608 | (89,591 | ) | ||||||||||
Net income attributable to noncontrolling interest |
(982 | ) | (867 | ) | (766 | ) | (640 | ) | ||||||||
Net income (loss) attributable to Viad |
$ | 4,796 | $ | (97,133 | ) | $ | 4,842 | $ | (90,231 | ) | ||||||
Diluted income (loss) per common share |
||||||||||||||||
Net income (loss) attributable to Viad common stockholders |
$ | 0.23 | $ | (4.86 | ) | $ | 0.24 | $ | (4.52 | ) | ||||||
Weighted-average outstanding and potentially dilutive
common shares |
20,309 | 19,981 | 20,332 | 19,950 | ||||||||||||
Basic income (loss) per common share |
||||||||||||||||
Net income (loss) attributable to Viad common stockholders |
$ | 0.23 | $ | (4.86 | ) | $ | 0.24 | $ | (4.52 | ) | ||||||
Weighted-average outstanding common shares |
20,001 | 19,981 | 20,037 | 19,950 | ||||||||||||
Dividends declared per common share |
$ | 0.04 | $ | 0.04 | $ | 0.12 | $ | 0.12 | ||||||||
See Notes to Condensed Consolidated Financial Statements.
Page 3
Table of Contents
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(in thousands) | ||||||||||||||||
Net income (loss) |
$ | 5,778 | $ | (96,266 | ) | $ | 5,608 | $ | (89,591 | ) | ||||||
Other comprehensive income: |
||||||||||||||||
Unrealized gains on investments: |
||||||||||||||||
Holding gains arising during the period, net of tax |
97 | 146 | 78 | 207 | ||||||||||||
Unrealized foreign currency translation adjustments |
6,693 | 11,571 | 2,783 | 21,995 | ||||||||||||
Pension and postretirement benefit plans: |
||||||||||||||||
Net actuarial loss, net of tax |
183 | 106 | (1,188 | ) | 201 | |||||||||||
Prior service credit, net of tax |
(175 | ) | (190 | ) | (470 | ) | (570 | ) | ||||||||
Total other comprehensive income |
6,798 | 11,633 | 1,203 | 21,833 | ||||||||||||
Comprehensive income (loss) |
12,576 | (84,633 | ) | 6,811 | (67,758 | ) | ||||||||||
Comprehensive income attributable to
noncontrolling interest |
(982 | ) | (867 | ) | (766 | ) | (640 | ) | ||||||||
Comprehensive income (loss) attributable to Viad |
$ | 11,594 | $ | (85,500 | ) | $ | 6,045 | $ | (68,398 | ) | ||||||
See Notes to Condensed Consolidated Financial Statements.
Page 4
Table of Contents
VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September 30, | ||||||||
2010 | 2009 | |||||||
(in thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 5,608 | $ | (89,591 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
21,314 | 21,380 | ||||||
Deferred income taxes |
(5,217 | ) | (6,353 | ) | ||||
Restructuring charges |
2,795 | 6,797 | ||||||
Impairment charges |
| 111,356 | ||||||
Losses (gains) on dispositions of property and other assets |
51 | (22 | ) | |||||
Share-based compensation expense |
2,748 | 2,239 | ||||||
Other non-cash items, net |
3,281 | 4,023 | ||||||
Change in operating assets and liabilities: |
||||||||
Receivables |
(12,801 | ) | (2,706 | ) | ||||
Inventories |
8,723 | 8,198 | ||||||
Accounts payable |
12,536 | (6,123 | ) | |||||
Restructuring liabilities |
(5,866 | ) | (5,537 | ) | ||||
Accrued compensation |
7,018 | (16,086 | ) | |||||
Customer deposits |
2,670 | (4,297 | ) | |||||
Income taxes payable |
1,983 | (10,281 | ) | |||||
Other assets and liabilities, net |
429 | (11,354 | ) | |||||
Net cash provided by operating activities |
45,272 | 1,643 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(11,609 | ) | (18,727 | ) | ||||
Proceeds from dispositions of property and other assets |
14,630 | 43 | ||||||
Net cash provided by (used in) investing activities |
3,021 | (18,684 | ) | |||||
Cash flows from financing activities: |
||||||||
Payments on debt and capital lease obligations |
(3,944 | ) | (2,493 | ) | ||||
Dividends paid on common stock |
(2,466 | ) | (2,470 | ) | ||||
Common stock purchased for treasury |
(6,906 | ) | (1,167 | ) | ||||
Proceeds from exercise of stock options |
38 | | ||||||
Net cash used in financing activities |
(13,278 | ) | (6,130 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
770 | 3,674 | ||||||
Net increase (decrease) in cash and cash equivalents |
35,785 | (19,497 | ) | |||||
Cash and cash equivalents, beginning of year |
116,342 | 148,040 | ||||||
Cash and cash equivalents, end of period |
$ | 152,127 | $ | 128,543 | ||||
Supplemental disclosure of cash flow information |
||||||||
Cash paid during the period for: |
||||||||
Income taxes |
$ | 5,680 | $ | 8,642 | ||||
Interest |
$ | 792 | $ | 673 | ||||
Equipment acquired under capital leases |
$ | 590 | $ | 3,253 | ||||
See Notes to Condensed Consolidated Financial Statements.
Page 5
Table of Contents
VIAD CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Unaudited)
Note 1. Basis of Preparation and Principles of Consolidation
The accompanying unaudited, condensed consolidated financial statements of Viad Corp (Viad
or the Company) have been prepared in accordance with accounting principles generally accepted in
the United States of America (GAAP) for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine months ended September
30, 2010 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2010.
For further information, refer to the consolidated financial statements and related footnotes
for the year ended December 31, 2009, included in the Companys Form 10-K (File No. 001-11015),
filed with the Securities and Exchange Commission on March 8, 2010.
The condensed consolidated financial statements include the accounts of Viad and all of its
subsidiaries. All significant intercompany account balances and transactions between Viad and its
subsidiaries have been eliminated in consolidation. Viads reporting segments consist of Marketing
& Events U.S., Marketing & Events International and the Travel & Recreation Group. As discussed
below, the Company changed its reporting segments related to the Marketing & Events Group during
the first quarter of 2010. The Travel & Recreation Group segment consists of Brewster Inc.
(Brewster) and Glacier Park, Inc. (Glacier Park). Glacier Park is an 80 percent owned
subsidiary of Viad.
In July 2009, Viad announced a strategic reorganization to align its brands and operations
into two operating groups: the Marketing & Events Group and the Travel & Recreation Group. The
operating groups are supported by a Corporate Services Group that centralizes responsibility for
various corporate functions. Immediately following the close of business on December 31, 2009,
substantially all of the domestic operations of the Marketing & Events Group were combined into one
legal entity by transferring all of the assets and third party liabilities of
Exhibitgroup/Giltspur, a division of Viad Corp, The Becker Group, Ltd. (Becker Group) and other
related entities into GES Exposition Services, Inc. Furthermore, on February 2, 2010, GES
Exposition Services, Inc. changed its name to Global Experience Specialists, Inc. (GES). The
services that were previously provided under the Companys brands of Exhibitgroup/Giltspur and
Becker Group are now provided under the Global Experience Specialists brand.
In connection with the reorganization and consolidation of business units within the Marketing
& Events Group, the Company changed its management structure and internal organization in a manner
that caused a change to the composition of its reportable segments, which was effective in the
first quarter of 2010. Accordingly, the Marketing & Events Group consists of two reporting segments
based on geographical lines of responsibility, the U.S. segment and International segment, as
follows:
1. | Marketing & Events U.S., which includes all domestic GES and affiliated
operations, including those services formerly provided under the Exhibitgroup/Giltspur
and Becker Group brands. The consolidation of the domestic Marketing & Events Group
operations is aimed to provide a fully integrated service delivery network through a
realigned sales organization, shared infrastructure and facilities, and a common
operational platform. |
2. | Marketing & Events International, which includes all foreign operations of the
Marketing & Events Group and consists of two operating segments: Canada and EMEA
(Europe, Middle East, Africa). This reporting segment includes the operations of the
following companies: GES Exposition Services (Canada) Limited, Giltspur Exhibits of
Canada, Inc., Melville Exhibition and Event Services Limited and Melville Data Services
Limited (collectively Melville) and affiliates, SDD Exhibitions and GES GmbH & Co.
KG. |
Beginning in the first quarter of 2010, the presentation of segment information for the
Marketing & Events Group is based on the redefined segments, and comparable prior year information
has been restated to reflect the revised segment structure.
Page 6
Table of Contents
Note 2. Share-Based Compensation
Viad grants share-based compensation awards to officers, directors and certain key employees
pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the 2007 Plan). The 2007 Plan has a
ten-year life and provides for the following types of awards: (a) incentive and non-qualified stock
options; (b) restricted stock and restricted stock units; (c) performance units or performance
shares; (d) stock appreciation rights; (e) cash-based awards and (f) certain other stock-based
awards. The number of shares of common stock available for grant under the 2007 Plan is limited to
1,700,000 shares plus shares awarded under the 1997 Viad Corp Omnibus Incentive Plan (which
terminated in May 2007) that subsequently cease for any reason to be subject to such awards (other
than by reason of exercise or settlement of the awards to the extent the shares are exercised for,
or settled in, vested and non-forfeited shares) up to an aggregate maximum of 1,500,000 shares.
Viad issues shares related to its share-based compensation awards from shares held in treasury.
Share-based compensation expense recognized in the consolidated financial statements during
the three months ended September 30, 2010 and 2009 was $948,000 and $1.0 million, respectively, and
$2.7 million and $2.2 million during the nine months ended September 30, 2010 and 2009,
respectively. In addition, $509,000 of costs associated with share-based compensation were included
in restructuring expense (including $43,000 related to restricted stock units and performance-based
restricted stock units presented below) during the nine months ended September 30, 2010.
Furthermore, the total tax benefits related to share-based compensation expense were $329,000 and
$381,000 for the three months ended September 30, 2010 and 2009, respectively, and $957,000 and
$788,000 during the nine months ended September 30, 2010 and 2009, respectively. No share-based
compensation costs were capitalized during the nine months ended September 30, 2010 or 2009.
Share-based compensation expense of restricted stock and performance-based restricted stock
(PBRS) for the three months ended September 30, 2010 and 2009 was $736,000 and $907,000,
respectively, and $2.2 million and $2.9 million during the nine months ended September 30, 2010 and
2009, respectively. The unamortized cost of all outstanding restricted stock and PBRS awards as of
September 30, 2010 was $3.4 million and $33,000, respectively. Viad expects to recognize the
unamortized cost of these awards in the consolidated financial statements over weighted-average
periods of approximately 2.0 years and less than one year, respectively. During the nine months
ended September 30, 2010 and 2009, the Company repurchased 28,407 shares for $573,000 and 68,988
shares for $1.2 million, respectively, related to tax withholding requirements on vested
share-based awards.
The following table summarizes restricted stock and PBRS activity during the nine months ended
September 30, 2010:
Restricted Stock | PBRS | |||||||||||||||
Weighted-Average | Weighted-Average | |||||||||||||||
Grant Date | Grant Date | |||||||||||||||
Shares | Fair Value | Shares | Fair Value | |||||||||||||
Balance at January 1, 2010 |
390,810 | $ | 24.59 | 174,927 | $ | 20.77 | ||||||||||
Granted |
149,000 | 19.19 | | | ||||||||||||
Vested |
(65,961 | ) | 34.42 | (29,547 | ) | 35.31 | ||||||||||
Forfeited |
(2,500 | ) | 22.04 | (126,550 | ) | 15.36 | ||||||||||
Balance at September 30, 2010 |
471,349 | 21.53 | 18,830 | 33.02 | ||||||||||||
In addition to the awards in the table above, Viad also grants restricted stock unit and PBRS
unit liability awards to key employees at certain of the Companys Canadian operations. During the
nine months ended September 30, 2010, Viad granted 12,350 restricted stock units. The aggregate
liability is recorded at estimated fair value and is remeasured on each balance sheet date.
Share-based compensation costs related to these awards were $60,000 and $14,000 for the three
months ended September 30, 2010 and 2009, respectively, and $122,000 and $65,000 during the nine
months ended September 30, 2010 and 2009, respectively. A portion of the 2009 PBRS unit award
vested effective December 31, 2009 and a cash payout of $37,000 was distributed in March 2010. As
of September 30, 2010 and December 31, 2009, Viad had liabilities recorded of $279,000 and
$151,000, respectively, related to these awards.
From time to time, Viad has granted units to key employees under the performance unit
incentive plan (PUP). PUP liability awards are earned based on the level of achievement of
predefined performance goals over a three-year performance period. Share-based compensation expense
attributable to PUP awards for the three months ended September 30, 2009 was $11,000. No expense
was recognized during the three months ended September 30, 2010. During the nine months ended
September 30, 2010 and 2009, share-based compensation expense attributable to PUP awards were
credits of $3,000 and $1.1 million, respectively. The PUP awards for the 2006-2008 period vested
effective December 31, 2008 and a cash payout of $1.8 million was distributed in March 2009. The
PUP awards for the 2007-2009 period vested effective December 31, 2009 and a cash payout of $19,000
was distributed in March 2010. No PUP awards were granted during the nine months ended September
30, 2010 or 2009 nor were there any additional cash settlements of PUP awards or any other
share-based compensation awards during those periods. There was no PUP liability recorded as of
September 30, 2010.
Page 7
Table of Contents
Stock options granted in 2010 were for a term of 10 years and become exercisable one third
after one year, another third after two years and the balance after three years from the date of
grant. The fair value of the 2010 stock option grant was estimated on the date of grant using the
Black-Scholes option pricing model assuming Viads expected stock price volatility of 33.2 percent,
a five year expected period of time the stock options will remain outstanding, an expected dividend
yield on Viad common stock of 0.8 percent and a risk-free interest rate estimate of 2.44 percent.
Share-based compensation expense related to stock option awards was $152,000 and $92,000 for the
three months ended September 30, 2010 and 2009, respectively, and $415,000 and $404,000 during the
nine months ended September 30, 2010 and 2009, respectively. The total unrecognized cost related to
non-vested stock option awards was $1.4 million as of September 30, 2010. Viad expects to recognize
such cost in the consolidated financial statements over a weighted-average period of approximately
2.4 years.
The aggregate intrinsic value related to stock options outstanding as of September 30, 2010
was $40,000. The total intrinsic value of stock option awards exercised during the nine months
ended September 30, 2010 was $16,000. During the nine months ended September 30, 2010, Viad
received cash proceeds from the exercise of stock options of $38,000. No stock options were
exercised during the nine months ended September 30, 2009. The grant date fair value of stock
options that vested during the nine months ended September 30, 2010 and 2009 was $370,000 and
$622,000, respectively.
The following table summarizes stock option activity during the nine months ended September
30, 2010:
Weighted- | ||||||||||||
Average | Options | |||||||||||
Shares | Exercise Price | Exercisable | ||||||||||
Options outstanding at January 1, 2010 |
541,718 | $ | 25.74 | 462,683 | ||||||||
Granted |
280,900 | 19.20 | ||||||||||
Exercised |
(695 | ) | 19.57 | |||||||||
Forfeited or expired |
(38,648 | ) | 26.36 | |||||||||
Options outstanding at September 30, 2010 |
783,275 | 23.37 | 468,050 | |||||||||
The following table summarizes information concerning stock options outstanding and
exercisable as of September 30, 2010:
Options Outstanding | Options Exercisable | |||||||||||||||||
Weighted-Average | Weighted- | Weighted- | ||||||||||||||||
Remaining | Average | Average | ||||||||||||||||
Range of Exercise Prices | Shares | Contractual Life | Exercise Price | Shares | Exercise Price | |||||||||||||
$18.40 to $19.20 |
282,150 | 9.4 years | $ | 19.20 | 1,250 | $ | 18.40 | |||||||||||
$19.57 to $24.05 |
148,434 | 1.2 years | 21.92 | 148,434 | 21.92 | |||||||||||||
$24.22 to $26.07 |
149,986 | 1.2 years | 25.12 | 141,986 | 25.14 | |||||||||||||
$26.31 to $26.49 |
137,680 | 1.3 years | 26.34 | 137,680 | 26.34 | |||||||||||||
$30.82 to $38.44 |
65,025 | 3.4 years | 34.46 | 38,700 | 34.23 | |||||||||||||
$18.40 to $38.44 |
783,275 | 4.4 years | 23.37 | 468,050 | 25.21 | |||||||||||||
In addition to the above, Viad had stock options outstanding which were granted to employees
of MoneyGram International, Inc. (MoneyGram) prior to the spin-off of that company in 2004. As of
September 30, 2010, there were 26,322 of such options outstanding and exercisable, both with
exercise prices ranging from $17.74 to $26.07. The weighted-average remaining contractual life of
these options outstanding was less than one year. During the nine months ended September 30, 2010,
1,250 options were exercised by MoneyGram employees at an exercise price of $19.52.
Note 3. Impairment Losses
There were no impairment losses recorded during the nine months ended September 30, 2010.
During the third quarter of 2009, Viad recorded aggregate goodwill impairment losses of $98.3
million related to the Marketing & Events Group, which were included in the consolidated statements
of operations under the caption Goodwill impairment losses. The goodwill impairment losses
consisted of $79.7 million at the Marketing & Events U.S. segment and $18.6 million at the
Marketing & Events International segment. In addition, the Company recorded aggregate other
intangible asset impairment losses of $11.4 million, which were included in the consolidated
statements of operations under the caption Intangible asset impairment losses. Of the total
amount, $8.9 million related to trade name, customer relationships, design libraries and
proprietary technology intangible assets at the Marketing & Events U.S. segment and $2.5 million
related to a trade name at the Marketing & Events International segment. Viad also recorded
impairment losses of $1.7 million related to touring exhibit assets at the Marketing & Events U.S.
segment, which were included in the consolidated statements of operations under the caption Other
impairment losses.
Page 8
Table of Contents
Note 4. Inventories
The components of inventories were as follows:
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
(in thousands) | ||||||||
Raw materials |
$ | 19,337 | $ | 23,113 | ||||
Work in process |
16,758 | 21,705 | ||||||
Inventories |
$ | 36,095 | $ | 44,818 | ||||
During the three months ended September 30, 2009, Viad recorded an excess inventory write-down
of $1.8 million related to the Marketing & Events U.S. segment, which was included under the
caption Cost of services in the consolidated statements of operations.
Note 5. Property and Equipment
Property and equipment consisted of the following:
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
(in thousands) | ||||||||
Land |
$ | 9,055 | $ | 8,997 | ||||
Buildings and leasehold improvements |
87,308 | 84,242 | ||||||
Equipment and other |
297,753 | 291,108 | ||||||
394,116 | 384,347 | |||||||
Accumulated depreciation |
(247,453 | ) | (229,347 | ) | ||||
Property and equipment, net |
$ | 146,663 | $ | 155,000 | ||||
Depreciation expense for the three months ended September 30, 2010 and 2009 was $7.1 million
and $7.3 million, respectively, and for the nine months ended September 30, 2010 and 2009 was $20.6
million and $19.9 million, respectively.
As discussed in Note 3, Viad recorded impairment losses of $1.7 million related to touring
exhibit assets at the Marketing & Events U.S. segment during the three months ended September 30,
2009.
During the fourth quarter of 2009, Viad commenced a plan of sale related to a non-strategic
real estate asset. The asset consisted of land, building and related improvements and as of
December 31, 2009, was classified on Viads consolidated balance sheets under the caption Asset
held for sale. In March 2010, Viad completed the sale for $14.3 million (net of selling costs).
Note 6. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the nine months ended September 30, 2010
were as follows:
Marketing & | ||||||||||||||||
Marketing & | Events | Travel & | ||||||||||||||
Events U.S. | International | Recreation Group | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Balance at January 1, 2010 |
$ | 62,686 | $ | 22,472 | $ | 39,773 | $ | 124,931 | ||||||||
Foreign currency translation adjustments |
| (198 | ) | 1,025 | 827 | |||||||||||
Balance at September 30, 2010 |
$ | 62,686 | $ | 22,274 | $ | 40,798 | $ | 125,758 | ||||||||
As discussed in Note 3, during the third quarter of 2009, Viad recorded impairment losses of
$98.3 million related to goodwill and $11.4 million related to other intangible assets.
Page 9
Table of Contents
A summary of other intangible assets as of September 30, 2010 is presented below:
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Value | Amortization | Value | ||||||||||
(in thousands) | ||||||||||||
Amortized intangible assets: |
||||||||||||
Customer contracts and relationships |
$ | 2,499 | $ | (974 | ) | $ | 1,525 | |||||
Non-compete agreements |
1,989 | (1,974 | ) | 15 | ||||||||
Proprietary technology |
519 | (419 | ) | 100 | ||||||||
Design libraries |
175 | (88 | ) | 87 | ||||||||
Other |
162 | (96 | ) | 66 | ||||||||
5,344 | (3,551 | ) | 1,793 | |||||||||
Unamortized intangible assets: |
||||||||||||
Trademarks and trade names |
177 | | 177 | |||||||||
Total |
$ | 5,521 | $ | (3,551 | ) | $ | 1,970 | |||||
A summary of other intangible assets as of December 31, 2009 is presented below:
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Value | Amortization | Value | ||||||||||
(in thousands) | ||||||||||||
Amortized intangible assets: |
||||||||||||
Customer contracts and relationships |
$ | 2,507 | $ | (511 | ) | $ | 1,996 | |||||
Non-compete agreements |
1,952 | (1,865 | ) | 87 | ||||||||
Proprietary technology |
526 | (331 | ) | 195 | ||||||||
Design libraries |
175 | (22 | ) | 153 | ||||||||
Other |
158 | (65 | ) | 93 | ||||||||
5,318 | (2,794 | ) | 2,524 | |||||||||
Unamortized intangible assets: |
||||||||||||
Trademarks and trade names |
176 | | 176 | |||||||||
Total |
$ | 5,494 | $ | (2,794 | ) | $ | 2,700 | |||||
Intangible asset amortization expense for the three months ended September 30, 2010 and 2009
was $238,000 and $542,000, respectively, and $721,000 and $1.5 million for the nine months ended
September 30, 2010 and 2009, respectively. Estimated amortization expense related to amortized
intangible assets for future periods is expected to be as follows:
(in thousands) | ||||
2010 |
$ | 232 | ||
2011 |
$ | 717 | ||
2012 |
$ | 360 | ||
2013 |
$ | 350 | ||
2014 and thereafter |
$ | 134 |
Page 10
Table of Contents
Note 7. Accrued Liabilities and Other
Other current liabilities consisted of the following:
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
(in thousands) | ||||||||
Continuing operations: |
||||||||
Customer deposits |
$ | 44,081 | $ | 41,411 | ||||
Accrued compensation |
17,646 | 10,533 | ||||||
Self-insured liability accrual |
8,069 | 8,078 | ||||||
Accrued foreign income taxes |
4,665 | 1,118 | ||||||
Accrued restructuring |
2,732 | 5,684 | ||||||
Accrued sales and use taxes |
1,895 | 3,325 | ||||||
Accrued dividends |
841 | 845 | ||||||
Other |
15,285 | 12,212 | ||||||
95,214 | 83,206 | |||||||
Discontinued operations: |
||||||||
Environmental remediation liabilities |
913 | 1,075 | ||||||
Self-insured liability accrual |
375 | 395 | ||||||
Other |
566 | 401 | ||||||
1,854 | 1,871 | |||||||
Total other current liabilities |
$ | 97,068 | $ | 85,077 | ||||
Other deferred items and liabilities consisted of the following:
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
(in thousands) | ||||||||
Continuing operations: |
||||||||
Self-insured liability accrual |
$ | 15,204 | $ | 14,083 | ||||
Accrued compensation |
4,881 | 4,979 | ||||||
Accrued restructuring |
4,773 | 5,971 | ||||||
Foreign deferred tax liability |
2,979 | 4,358 | ||||||
Accrued income taxes |
193 | 407 | ||||||
Deferred gain on sale of property |
| 646 | ||||||
Other |
4,639 | 5,111 | ||||||
32,669 | 35,555 | |||||||
Discontinued operations: |
||||||||
Self-insured liability accrual |
7,872 | 8,075 | ||||||
Environmental remediation liabilities |
5,198 | 5,638 | ||||||
Accrued income taxes |
977 | 948 | ||||||
Other |
1,403 | 2,198 | ||||||
15,450 | 16,859 | |||||||
Total other deferred items and liabilities |
$ | 48,119 | $ | 52,414 | ||||
Note 8. Debt
As of September 30, 2010, Viads total debt of $9.6 million consisted of $4.7 million of
capital lease obligations and a $4.9 million borrowing under the Companys secured revolving credit
agreement (the Credit Facility). The Credit Facility provides for a $75 million revolving line of
credit, which may be increased up to an additional $50 million under certain circumstances. The
term of the Credit Facility is five years (expiring on June 15, 2011) and borrowings are to be used
for general corporate purposes (including permitted acquisitions) and to support up to $25 million
of letters of credit. The lenders have a first perfected security interest in all of the personal
property of Viad and GES, including 65 percent of the capital stock of top-tier foreign
subsidiaries.
Page 11
Table of Contents
Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the prime
rate or the London Interbank Offered Rate, plus appropriate spreads tied to Viads leverage ratio.
Commitment fees and letters of credit fees are also tied to Viads leverage ratio. The fees on the
unused portion of the Credit Facility are currently 0.50 percent annually.
As of September 30, 2010, Viad had $65.5 million of capacity remaining under its Credit
Facility reflecting an outstanding borrowing of $4.9 million and outstanding letters of credit of
$4.6 million. Financial covenants include a fixed-charge coverage ratio of not less than 0.80 to 1
through the third quarter of 2010 and 1.00 to 1 thereafter and a leverage ratio of not greater than
2.50 to 1. Additionally, Viad must maintain a consolidated minimum cash balance of $50 million. As
of September 30, 2010, the fixed-charge coverage and leverage ratios were 1.27 to 1 and 0.87 to 1,
respectively. Significant other covenants include limitations on: investments, common stock
dividends, stock repurchases, additional indebtedness, sales/leases of assets, acquisitions,
consolidations or mergers and liens on property. The terms of the Credit Facility restrict Viad
from paying more than $5 million in dividends in the aggregate in any calendar year and also
restrict the Company from repurchasing more than $10 million in the aggregate of the Companys
common stock during the remainder of the credit facility term. As of September 30, 2010, Viad was
in compliance with all covenants.
The estimated fair value of total debt was $9.7 million and $12.8 million as of September 30,
2010 and December 31, 2009, respectively. The fair value of debt was estimated by discounting the
future cash flows using rates currently available for debt of similar terms and maturity.
Note 9. Stockholders Equity
The following represents a reconciliation of the carrying amounts of stockholders equity
attributable to Viad and the noncontrolling interest for the nine months ended September 30, 2010:
Total Viad | Total | |||||||||||
Stockholders | Noncontrolling | Stockholders | ||||||||||
Equity | Interest | Equity | ||||||||||
(in thousands) | ||||||||||||
Balance at January 1, 2010 |
$ | 377,515 | $ | 7,116 | $ | 384,631 | ||||||
Net income |
4,842 | 766 | 5,608 | |||||||||
Dividends on common stock |
(2,466 | ) | | (2,466 | ) | |||||||
Common stock purchased for treasury |
(6,906 | ) | | (6,906 | ) | |||||||
Employee benefit plans |
2,621 | | 2,621 | |||||||||
Unrealized foreign currency translation adjustment |
2,783 | | 2,783 | |||||||||
Unrealized gain on investments |
78 | | 78 | |||||||||
Prior service credit and net actuarial loss |
(1,658 | ) | | (1,658 | ) | |||||||
ESOP allocation adjustment |
1,100 | | 1,100 | |||||||||
Other |
10 | | 10 | |||||||||
Balance at September 30, 2010 |
$ | 377,919 | $ | 7,882 | $ | 385,801 | ||||||
The following represents a reconciliation of the carrying amounts of stockholders equity
attributable to Viad and the noncontrolling interest for the nine months ended September 30, 2009:
Total Viad | Total | |||||||||||
Stockholders | Noncontrolling | Stockholders | ||||||||||
Equity | Interest | Equity | ||||||||||
(in thousands) | ||||||||||||
Balance at January 1, 2009 |
$ | 460,555 | $ | 6,534 | $ | 467,089 | ||||||
Net income (loss) |
(90,231 | ) | 640 | (89,591 | ) | |||||||
Dividends on common stock |
(2,470 | ) | | (2,470 | ) | |||||||
Common stock purchased for treasury |
(1,167 | ) | | (1,167 | ) | |||||||
Employee benefit plans |
2,837 | | 2,837 | |||||||||
Unrealized foreign currency translation adjustment |
21,995 | | 21,995 | |||||||||
Unrealized gain on investments |
207 | | 207 | |||||||||
Prior service credit and net actuarial loss |
(369 | ) | | (369 | ) | |||||||
ESOP allocation adjustment |
1,000 | | 1,000 | |||||||||
Other |
42 | | 42 | |||||||||
Balance at September 30, 2009 |
$ | 392,399 | $ | 7,174 | $ | 399,573 | ||||||
Page 12
Table of Contents
Note 10. Fair Value Measurements
The fair value of an asset or liability is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value guidance requires an entity to maximize the use of quoted
prices and other observable inputs and minimize the use of unobservable inputs when measuring fair
value, and also establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities. |
Level 2 Observable inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. |
Level 3 Unobservable inputs to the valuation methodology that are significant to the measurement
of fair value. |
Viad measures its money market mutual funds and certain other mutual fund investments at fair
value on a recurring basis using Level 1 inputs. The fair value information related to these assets
is summarized in the following table:
Fair Value Measurements at September 30, 2010 Using | ||||||||||||||||
Significant | ||||||||||||||||
Quoted Prices | Other | Significant | ||||||||||||||
in Active | Observable | Unobserved | ||||||||||||||
September 30, | Markets | Inputs | Inputs | |||||||||||||
2010 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
(in thousands) | ||||||||||||||||
Assets: |
||||||||||||||||
Money market funds |
$ | 32,775 | $ | 32,775 | $ | | $ | | ||||||||
Other mutual funds |
1,702 | 1,702 | | | ||||||||||||
Total |
$ | 34,477 | $ | 34,477 | $ | | $ | | ||||||||
As of September 30, 2010 and December 31, 2009, Viad had investments in money market mutual
funds of $32.8 million and $27.6 million, respectively, which were included in the consolidated
balance sheets under the caption Cash and cash equivalents. These investments were classified as
available-for-sale and were recorded at fair value. There have been no realized or unrealized gains
or losses related to these investments and the Company has not experienced any redemption
restrictions with respect to any of the money market mutual funds.
As of September 30, 2010 and December 31, 2009, Viad had investments in other mutual funds of
$1.7 million and $1.8 million, respectively, which were classified in the consolidated balance
sheets under the caption Other investments and assets. These investments were classified as
available-for-sale and were recorded at fair value. As of September 30, 2010 and December 31, 2009,
there were unrealized gains on the investments of $380,000 ($232,000 after-tax) and $252,000
($154,000 after-tax), respectively, which were included in the consolidated balance sheets under
the caption Accumulated other comprehensive income (loss).
The carrying values of cash and cash equivalents, receivables and accounts payable approximate
fair value due to the short-term maturities of these instruments. The estimated fair value of debt
obligations is disclosed in Note 8.
Page 13
Table of Contents
Note 11. Income Per Share
The following is a reconciliation of the numerators and denominators of diluted and basic per
share computations for net income (loss) attributable to Viad:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Basic net income (loss) per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Net income (loss) attributable to Viad |
$ | 4,796 | $ | (97,133 | ) | $ | 4,842 | $ | (90,231 | ) | ||||||
Less: Allocation to non-vested shares |
(114 | ) | | (126 | ) | | ||||||||||
Net income (loss) allocated to Viad common stockholders |
$ | 4,682 | $ | (97,133 | ) | $ | 4,716 | $ | (90,231 | ) | ||||||
Denominator: |
||||||||||||||||
Weighted-average outstanding common shares |
20,001 | 19,981 | 20,037 | 19,950 | ||||||||||||
Net income (loss) attributable to Viad common stockholders |
$ | 0.23 | $ | (4.86 | ) | $ | 0.24 | $ | (4.52 | ) | ||||||
Diluted net income (loss) per share |
||||||||||||||||
Numerator: |
||||||||||||||||
Net income (loss) attributable to Viad |
$ | 4,796 | $ | (97,133 | ) | $ | 4,842 | $ | (90,231 | ) | ||||||
Denominator: |
||||||||||||||||
Weighted-average outstanding shares |
20,001 | 19,981 | 20,037 | 19,950 | ||||||||||||
Additional dilutive shares related to share-based compensation |
308 | | 295 | | ||||||||||||
Weighted-average outstanding and potentially dilutive shares |
20,309 | 19,981 | 20,332 | 19,950 | ||||||||||||
Net income (loss) attributable to Viad common stockholders |
$ | 0.23 | $ | (4.86 | ) | $ | 0.24 | $ | (4.52 | ) | ||||||
Options to purchase 474,000 and 637,000 shares of common stock were outstanding during the
nine months ended September 30, 2010 and 2009, respectively, but were not included in the
computation of dilutive shares outstanding because the effect would be anti-dilutive. Additionally,
295,000 share-based compensation awards for the nine months ended September 30, 2010 were
considered dilutive and included in the computation of diluted income per share. For the nine
months ended September 30, 2009, 269,000 share-based compensation awards that would normally have
been considered dilutive and thus included as outstanding for purposes of computing diluted income
per share were excluded due to net losses reported in the period, thereby making such shares
anti-dilutive.
Note 12. Income Taxes
The following represents a reconciliation of income tax expense (benefit) and the amount that
would be computed using the statutory federal income tax rates for the nine months ended September
30:
2010 | 2009 | |||||||||||||||
(in thousands) | ||||||||||||||||
Computed income tax expense (benefit) at
statutory federal income tax rate of 35% |
$ | 3,331 | 35.0 | % | $ | (38,264 | ) | 35.0 | % | |||||||
State income tax benefit, net of federal
provision |
(279 | ) | (2.9 | %) | (5,473 | ) | 5.0 | % | ||||||||
Tax resolutions, net |
(149 | ) | (1.6 | %) | (3,297 | ) | 3.1 | % | ||||||||
Change in enacted tax law |
1,279 | 13.5 | % | | 0.0 | % | ||||||||||
Nondeductible goodwill impairment |
| 0.0 | % | 26,831 | (24.5 | %) | ||||||||||
Other, net |
(273 | ) | (2.9 | %) | 468 | (0.5 | %) | |||||||||
Income tax expense (benefit) |
$ | 3,909 | 41.1 | % | $ | (19,735 | ) | 18.1 | % | |||||||
In March 2010, the Patient Protection and Affordable Care Act and a related measure, the
Health Care and Education Affordability Reconciliation Act of 2010, were both enacted into law. As
a result of this legislation, the tax deductions for the portion of the prescription drug costs for
which Viad receives a Medicare Part D subsidy have been eliminated for tax years beginning after
December 31, 2012. Accordingly, during the first quarter of 2010, Viad reduced its deferred tax
asset related to its postretirement benefit plan liability to reflect the change in the tax law.
The reduction in the deferred tax asset resulted in an increase to income tax expense of $1.3
million during the first quarter of 2010.
Page 14
Table of Contents
Viad is required to estimate and record provisions for income taxes in each of the
jurisdictions in which the Company operates. Accordingly, the Company must estimate its actual
current income tax liability, and assess temporary differences arising from the treatment of items
for tax purposes as compared to the treatment for accounting purposes. These differences result in
deferred tax assets and liabilities which are included in Viads consolidated balance sheets. The
Company must assess the likelihood that deferred tax assets will be recovered from future taxable
income and to the extent that recovery is not likely, a valuation allowance must be established.
The Company uses significant judgment in forming a conclusion regarding the recoverability of its
deferred tax assets and evaluates the available positive and negative evidence to determine whether
it is more-likely-than-not that its deferred tax assets will be realized in the future. As of
September 30, 2010 and December 31, 2009, Viad had gross deferred tax assets of $63.5 million and
$61.2 million, respectively. These deferred tax assets reflect the expected future tax benefits to
be realized upon reversal of deductible temporary differences, and the utilization of net operating
loss and tax credit carryforwards.
For the cumulative three-year period ending December 31, 2009, Viad had a pre-tax operating
loss, which was primarily the result of the goodwill and other impairment losses recorded during
2009. The Company considered the negative evidence of this cumulative pre-tax operating loss
position on the future recoverability of its deferred tax assets. Viad also considered positive
evidence regarding the realization of deferred tax assets including the Companys historical and
forecasted taxable income, taxpaying history and future reversals of deferred tax liabilities.
Furthermore, Viad also considered the fact that the goodwill impairment losses are not tax
deductible, and thus do not contribute to tax losses. As of both September 30, 2010 and December
31, 2009, Viad had a valuation allowance of $162,000 related to certain state deferred tax assets.
With respect to all other deferred tax assets, management believes that recovery from future
taxable income is more-likely-than-not.
As noted above, Viad uses considerable judgment in forming a conclusion regarding the
recoverability of its deferred tax assets. As a result, there are inherent uncertainties regarding
the ultimate realization of these assets, which is primarily dependent on Viads ability to
generate sufficient taxable income in future periods. In light of the Companys recent operating
losses, and the risks and uncertainties in the current economic environment, it is possible that
the relative weight of positive and negative evidence regarding the recoverability of Viads
deferred tax assets may change, which could result in a material increase in the Companys
valuation allowance. If such an increase in the valuation allowance were to occur, it would result
in increased income tax expense in the period the assessment was made.
Viad is subject to regular and recurring audits by the taxing authorities in the jurisdictions
in which the Company conducts or had previously conducted operations. These include U.S. federal
and most state jurisdictions, and certain foreign jurisdictions including Canada, the United
Kingdom and Germany.
Viad exercises judgment in determining its income tax provision due to transactions, credits
and calculations where the ultimate tax determination is uncertain. As of September 30, 2010 and
December 31, 2009, Viad did not have any accrued gross liabilities associated with uncertain tax
positions for continuing operations. However, as of September 30, 2010 and December 31, 2009, Viad
had accrued interest and penalties related to uncertain tax positions for continuing operations of
$193,000 and $407,000, respectively. Viad classifies interest and penalties related to income tax
liabilities as a component of income tax expense. During the three and nine months ended September
30, 2010, Viad recorded a tax-related interest expense credit of $230,000 and $214,000,
respectively. During the three and nine months ended September 30, 2009, Viad recorded tax-related
interest expense of $9,000 and $125,000, respectively.
During the nine months ended September 30, 2010 and 2009, Viad recorded tax benefits related
to the favorable resolution of tax matters in continuing operations of $149,000 and $3.3 million,
respectively. These favorable tax resolutions represent the reversal of amounts accrued for tax and
related interest and penalties in connection with uncertain tax positions which were effectively
settled or for which there was a lapse of the applicable statute of limitations.
In addition to the above, Viad had accrued gross liabilities associated with uncertain tax
positions for discontinued operations of $636,000 as of both September 30, 2010 and December 31,
2009. In addition, as of September 30, 2010 and December 31, 2009, Viad had accrued interest and
penalties related to uncertain tax positions for discontinued operations of
$341,000 and $312,000, respectively. Future tax resolutions or settlements that may occur
related to these uncertain tax positions would be recorded through discontinued operations (net of
federal tax effects, if applicable).
As of September 30, 2010, Viad did not have any unrecognized tax benefits for continuing
operations; however, the Company had $193,000 of accrued tax-related interest. If amounts accrued
are less than amounts ultimately assessed by the taxing authorities, Viad would record additional
income tax expense. To the extent that the Company determines that accrued amounts are no longer
needed due to a lapse in the applicable statute of limitations or other reasons, such liabilities
would be reversed as a reduction of income tax expense (net of federal tax effects, if applicable)
in the period such determination is made. The Company believes that it is reasonably possible that
the entire amount of accrued interest could be resolved or settled within the next 12 months, which
would reduce the amount of accrued income taxes payable. If such tax resolutions or settlements
occur, they could result in cash payments, the recognition of additional income tax expense, or the
reversal of accrued income taxes which may impact Viads effective tax rate in future periods.
Page 15
Table of Contents
During the second quarter of 2010, Viad received income tax refunds of $5.6 million related to
carryback claims associated with 2009 operating losses.
During the first quarter of 2009, Viad paid reassessments of $4.9 million and received
aggregate tax refunds of $1.9 million related to a Canadian tax settlement agreement.
Viads 2007 through 2009 U.S. federal tax years and various state tax years from 2006 through
2009 remain subject to income tax examinations by tax authorities. In addition, tax years from 2007
through 2009 related to Viads foreign taxing jurisdictions also remain subject to examination.
Viad classifies liabilities associated with uncertain tax positions as non-current liabilities
in its consolidated balance sheets unless they are expected to be paid within the next year. As of
September 30, 2010 and December 31, 2009, liabilities associated with uncertain tax positions
(including interest and penalties) of $1.2 million and $1.4 million were classified as non-current
liabilities, respectively.
Viad does not record deferred taxes on the undistributed earnings of its Canadian subsidiaries
as management presently intends to reinvest the earnings of those operations. As of December 31,
2009, there was approximately $84.6 million of accumulated undistributed earnings related to Viads
Canadian subsidiaries, the majority of which has been previously reinvested in the assets of those
foreign operations. The incremental unrecognized tax liability (net of estimated foreign tax
credits) related to those undistributed earnings was approximately $2.3 million. To the extent that
circumstances change and it becomes apparent that some or all of the undistributed earnings will be
remitted to the parent, Viad would accrue incremental U.S. income taxes and foreign withholding
taxes attributable to such remittance. Furthermore, there have been certain legislative
initiatives, which could potentially result in the reduction or elimination of the deferral of U.S.
income taxes on unrepatriated foreign earnings. If such initiatives were to become enacted tax law,
the Company may be required to record additional income tax expense, which could have a negative
impact on Viads financial position and results of operations.
Note 13. Pension and Postretirement Benefits
The net periodic benefit cost of Viads pension and postretirement benefit plans for the three
months ended September 30, included the following components:
Domestic Plans | ||||||||||||||||||||||||
Postretirement | Foreign | |||||||||||||||||||||||
Pension Plans | Benefit Plans | Pension Plans | ||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Service cost |
$ | 53 | $ | 50 | $ | 27 | $ | 19 | $ | 75 | $ | 65 | ||||||||||||
Interest cost |
311 | 327 | 265 | 301 | 193 | 198 | ||||||||||||||||||
Expected return on plan assets |
(149 | ) | (149 | ) | (41 | ) | (50 | ) | (149 | ) | (136 | ) | ||||||||||||
Amortization of prior service cost (credit) |
10 | 11 | (293 | ) | (323 | ) | | | ||||||||||||||||
Recognized net actuarial loss |
139 | 96 | 157 | 120 | | | ||||||||||||||||||
Net periodic benefit cost |
$ | 364 | $ | 335 | $ | 115 | $ | 67 | $ | 119 | $ | 127 | ||||||||||||
Page 16
Table of Contents
The net periodic benefit cost of Viads pension and postretirement benefit plans for the nine
months ended September 30 included the following components:
Domestic Plans | ||||||||||||||||||||||||
Postretirement | Foreign | |||||||||||||||||||||||
Pension Plans | Benefit Plans | Pension Plans | ||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Service cost |
$ | 159 | $ | 138 | $ | 81 | $ | 51 | $ | 227 | $ | 123 | ||||||||||||
Interest cost |
933 | 975 | 795 | 843 | 581 | 392 | ||||||||||||||||||
Expected return on plan assets |
(447 | ) | (471 | ) | (123 | ) | (154 | ) | (448 | ) | (258 | ) | ||||||||||||
Amortization of prior service cost (credit) |
30 | 33 | (879 | ) | (969 | ) | | | ||||||||||||||||
Recognized net actuarial loss |
416 | 276 | 470 | 270 | | | ||||||||||||||||||
Net periodic benefit cost |
$ | 1,091 | $ | 951 | $ | 344 | $ | 41 | $ | 360 | $ | 257 | ||||||||||||
Viad expects to contribute $1.1 million to its funded pension plans, $790,000 to its unfunded
pension plans and $182,000 to its postretirement benefit plans in 2010. As of September 30, 2010,
Viad had contributed $921,000 to its funded pension plans, $622,000 to its unfunded pension plans
and $84,000 to its postretirement benefit plans.
Note 14. Restructuring Charges
During the nine months ended September 30, 2010, Viad recorded aggregate restructuring charges
of $2.8 million. The charges primarily related to reorganization activities in the Marketing &
Events Group, comprised of the elimination of certain positions. During the nine months ended
September 30, 2010, certain non-cash adjustments were made to the restructuring liabilities which
primarily related to the amortization of share-based awards. Previously, Viad has incurred charges
attributable to headcount reductions and facility consolidations, and has recorded adjustments to
restructuring liabilities in certain circumstances. As of September 30, 2010, the remaining
aggregate restructuring liabilities primarily relate to future lease payment obligations to be made
over the remaining lease terms. The changes in the restructuring liability balances for the nine
months ended September 30, 2010 are as follows:
Marketing & | ||||||||||||
Events Group | Other | |||||||||||
Consolidation | Restructurings | Total | ||||||||||
(in thousands) | ||||||||||||
Balance at January 1, 2010 |
$ | 8,628 | $ | 3,027 | $ | 11,655 | ||||||
Restructuring charges |
2,508 | 287 | 2,795 | |||||||||
Cash payments |
(4,727 | ) | (1,139 | ) | (5,866 | ) | ||||||
Adjustment to liability |
(763 | ) | (278 | ) | (1,041 | ) | ||||||
Foreign currency translation adjustment |
(38 | ) | | (38 | ) | |||||||
Balance at September 30, 2010 |
$ | 5,608 | $ | 1,897 | $ | 7,505 | ||||||
Note 15. Litigation, Claims and Other Contingencies
Viad and certain of its subsidiaries are plaintiffs or defendants to various actions,
proceedings and pending claims, some of which involve, or may involve, compensatory, punitive or
other damages. Litigation is subject to many uncertainties and it is possible that some of the
legal actions, proceedings or claims could be decided against Viad. Although the amount of
liability as of September 30, 2010, with respect to certain of these matters is not ascertainable,
Viad believes that any resulting liability, after taking into consideration amounts already
provided for, including insurance coverage, will not have a material impact on the Companys
business, financial position or results of operations.
Viad is subject to various U.S. federal, state and foreign laws and regulations governing the
prevention of pollution and the protection of the environment in the jurisdictions in which Viad
has or had operations. If the Company has failed to comply with these environmental laws and
regulations, civil and criminal penalties could be imposed and Viad could become subject to
regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the
case with many companies, Viad also faces exposure to actual or potential claims and lawsuits
involving environmental matters relating to its past operations. Although it is a party to certain
environmental disputes, Viad believes that any resulting liabilities, after taking into
consideration amounts already provided for, including insurance coverage, will not have a material
impact on the Companys financial position or results of operations. As of September 30, 2010,
there was a remaining environmental remediation liability of $6.1 million related to previously
sold operations of which $913,000 was included in the consolidated
balance sheets under the caption Other current liabilities and $5.2 million under the
caption Other deferred items and liabilities.
Page 17
Table of Contents
As of September 30, 2010, Viad had certain obligations under guarantees to third parties on
behalf of its subsidiaries. These guarantees are not subject to liability recognition in the
consolidated financial statements and primarily relate to leased facilities and credit or loan
arrangements with banks, entered into by Viads subsidiary operations. The Company would generally
be required to make payments to the respective third parties under these guarantees in the event
that the related subsidiary could not meet its own payment obligations. The maximum potential
amount of future payments that Viad would be required to make under all guarantees existing as of
September 30, 2010 would be $38.6 million. These guarantees primarily relate to leased facilities
expiring through October 2017. There are no recourse provisions that would enable Viad to recover
from third parties any payments made under the guarantees. Furthermore, there are no collateral or
similar arrangements whereby Viad could recover payments.
Viads businesses contribute to various multi-employer pension plans based on obligations
arising under collective bargaining agreements covering its union-represented employees. Based upon
the information available to Viad from plan administrators, management believes that approximately
one-third to one-half of these multi-employer plans are underfunded. The Pension Protection Act of
2006 requires pension plans underfunded at certain levels to reduce, over defined time periods, the
underfunded status. In addition, under current laws, the termination of a plan, or a voluntary
withdrawal from a plan by Viad, or a shrinking contribution base to a plan as a result of the
insolvency or withdrawal of other contributing employers to such plan would require Viad to make
payments to such plan for its proportionate share of the plans unfunded vested liabilities. As of
September 30, 2010, the amount of additional funding, if any, that Viad would be required to make
related to multi-employer pension plans is not ascertainable.
Glacier Park operates the concession portion of its business under a concession contract with
the U.S. National Park Service (the Park Service) for Glacier National Park. Glacier Parks
original 25-year concession contract with the Park Service that was to expire on December 31, 2005,
has been extended for five one-year periods and now expires on December 31, 2010. The Park Service,
in its sole discretion, may continue extending Glacier Parks concession contract in one-year
increments. When this contract ultimately expires, Glacier Park will have the opportunity to bid on
a new concession contract. If Glacier Park does secure a new contract, possible terms would be for
10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier Parks
remaining business would consist of its operations at Waterton Lakes National Park, Alberta, Canada
and East Glacier, Montana. In such a circumstance, Glacier Park would be entitled to an amount
equal to its possessory interest, which generally means the value of the structures acquired or
constructed, fixtures installed and improvements made to the concession property at Glacier
National Park during the term of the concessions contract. Glacier Park owns its Glacier Park Lodge
operations in East Glacier. Glacier Park also owns the Prince of Wales Hotel in Waterton Lakes
National Park, which is operated under a ground lease with the Canadian government that was
recently renewed for a 42-year term running through January 31, 2052. Glacier Park generated 25
percent of Travel & Recreation Groups full year 2009 segment operating income.
Page 18
Table of Contents
Note 16. Segment Information
Viad measures profit and performance of its operations on the basis of segment operating
income which excludes restructuring charges and recoveries and impairment losses and recoveries.
Corporate activities include expenses not allocated to operations. Depreciation and amortization
and share-based compensation are the only significant non-cash items for the reportable segments.
Disclosures regarding Viads reportable segments with reconciliations to consolidated totals are as
follows:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(in thousands) | ||||||||||||||||
Revenues: |
||||||||||||||||
Marketing & Events Group: |
||||||||||||||||
U.S. |
$ | 125,127 | $ | 104,737 | $ | 438,996 | $ | 445,767 | ||||||||
International |
38,133 | 32,830 | 144,559 | 128,764 | ||||||||||||
Intersegment eliminations |
(101 | ) | (2,911 | ) | (7,546 | ) | (8,454 | ) | ||||||||
163,159 | 134,656 | 576,009 | 566,077 | |||||||||||||
Travel & Recreation Group |
51,985 | 46,469 | 81,787 | 69,562 | ||||||||||||
$ | 215,144 | $ | 181,125 | $ | 657,796 | $ | 635,639 | |||||||||
Segment operating income (loss): |
||||||||||||||||
Marketing & Events Group: |
||||||||||||||||
U.S. |
$ | (9,544 | ) | $ | (19,640 | ) | $ | (11,890 | ) | $ | (12,497 | ) | ||||
International |
(2,038 | ) | (2,598 | ) | 7,131 | 6,845 | ||||||||||
(11,582 | ) | (22,238 | ) | (4,759 | ) | (5,652 | ) | |||||||||
Travel & Recreation Group |
21,501 | 19,548 | 22,602 | 19,437 | ||||||||||||
9,919 | (2,690 | ) | 17,843 | 13,785 | ||||||||||||
Corporate activities |
(1,749 | ) | (2,024 | ) | (4,451 | ) | (4,230 | ) | ||||||||
8,170 | (4,714 | ) | 13,392 | 9,555 | ||||||||||||
Interest income |
174 | 102 | 358 | 495 | ||||||||||||
Interest expense |
(472 | ) | (378 | ) | (1,438 | ) | (1,223 | ) | ||||||||
Restructuring charges: |
||||||||||||||||
Marketing & Events U.S. |
(183 | ) | (3,093 | ) | (2,508 | ) | (6,023 | ) | ||||||||
Travel & Recreation Group |
| | (235 | ) | | |||||||||||
Corporate |
| (774 | ) | (52 | ) | (774 | ) | |||||||||
Impairment losses: |
||||||||||||||||
Marketing & Events U.S. |
| (90,290 | ) | | (90,290 | ) | ||||||||||
Marketing & Events International |
| (21,066 | ) | | (21,066 | ) | ||||||||||
Income (loss) before income taxes |
$ | 7,689 | $ | (120,213 | ) | $ | 9,517 | $ | (109,326 | ) | ||||||
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
(in thousands) | ||||||||
Assets: |
||||||||
Marketing & Events U.S. |
$ | 241,737 | $ | 245,255 | ||||
Marketing & Events International |
78,900 | 78,450 | ||||||
Travel & Recreation Group |
170,015 | 147,090 | ||||||
Corporate and other |
136,144 | 138,391 | ||||||
$ | 626,796 | $ | 609,186 | |||||
Note 17. Impact of Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued new guidance related to
accounting and reporting for transfers of financial assets, which is codified in Accounting
Standards Codification (ASC) Topic 860. The objective of this guidance is to improve the
relevance, representational faithfulness, and comparability of the information that a reporting
entity provides in its financial statements about a transfer of financial assets. Viad adopted the
provisions of this guidance on January 1, 2010, which did not have an impact on Viads financial
position or results of operations.
Page 19
Table of Contents
In June 2009, the FASB issued new guidance related to accounting and reporting for variable
interest entities, which is codified in ASC Topic 810. This guidance amends previously issued
standards and addresses the effects of the elimination of the qualifying special-purpose entity
concept contained in those previous standards. Viad adopted the provisions of this guidance on
January 1, 2010, which did not have an impact on Viads financial position or results of
operations.
In October 2009, the FASB issued new guidance related to revenue arrangements with multiple
deliverables, which is codified in ASC Topic 605. This guidance changes the requirements for
establishing separate units of accounting for
multiple-deliverable revenue arrangements and requires revenue to be allocated to each
deliverable based on the relative selling price. The new guidance is effective prospectively for
revenue arrangements entered into in fiscal years beginning on or after June 15, 2010, with early
adoption permitted provided that the guidance is retrospectively applied to the beginning of the
period of adoption. Viad will adopt the provisions of this guidance on January 1, 2011. The
adoption of this guidance is not expected to have a material impact on Viads financial position or
results of operations.
Note 18. Common Stock Repurchases
In September 2010, Viad announced its intent to repurchase up to an additional 500,000 shares
of the Companys common stock from time to time at prevailing market prices. At the time of the
announcement, there were 160,681 shares available for repurchase pursuant to previously announced
authorizations. Viad purchased 356,300 shares for $6.3 million during the three months ended
September 30, 2010, with 304,381 shares remaining for repurchase from the recently announced
authorization. Additionally, during the nine months ended September 30, 2010 and 2009, the Company
repurchased 28,407 shares for $573,000 and 68,988 shares for $1.2 million, respectively, related to
tax withholding requirements on share-based awards.
Page 20
Table of Contents
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with Viad Corps condensed consolidated
financial statements and related notes. This discussion contains forward-looking statements that
involve risks and uncertainties. Viad Corps actual results could differ materially from those
anticipated due to various factors discussed under Forward-Looking Statements and elsewhere in
this quarterly report.
Overview:
Viad Corp (Viad or the Company) operates in three reportable business segments: Marketing
& Events U.S., Marketing & Events International and Travel & Recreation Group. As discussed below,
the Company changed its reporting segments related to the Marketing & Events Group during the first
quarter of 2010.
In July 2009, Viad announced a strategic reorganization to align its brands and operations
into two operating groups: the Marketing & Events Group and the Travel & Recreation Group. The
operating groups are supported by a Corporate Services Group that centralizes responsibility for
various corporate functions. Immediately following the close of business on December 31, 2009,
substantially all of the domestic operations of the Marketing & Events Group were combined into one
legal entity by transferring all of the assets and third party liabilities of
Exhibitgroup/Giltspur, a division of Viad Corp, The Becker Group, Ltd. (Becker Group) and other
related entities into GES Exposition Services, Inc. Furthermore, on February 2, 2010, GES
Exposition Services, Inc. changed its name to Global Experience Specialists, Inc. (GES). The
services that were previously provided under the Companys brands of Exhibitgroup/Giltspur and
Becker Group are now provided under the Global Experience Specialists brand.
Marketing & Events Group In connection with the reorganization and consolidation of business
units within the Marketing & Events Group, the Company changed its management structure and
internal organization in a manner that caused a change to the composition of its reportable
segments, which was effective in the first quarter of 2010. Accordingly, the Marketing & Events
Group consists of two reporting segments based on geographical lines of responsibility, the U.S.
segment and International segment, as follows:
1. | Marketing & Events U.S., which includes all domestic GES and affiliated
operations, including those services formerly provided under the Exhibitgroup/Giltspur
and Becker Group brands. The consolidation of the domestic Marketing & Events Group
operations is aimed to provide a fully integrated service delivery network through a
realigned sales organization, shared infrastructure and facilities, and a common
operational platform. |
2. | Marketing & Events International, which includes all foreign operations of the
Marketing & Events Group and consists of two operating segments: Canada and EMEA
(Europe, Middle East, Africa). This reporting segment includes the operations of the
following companies: GES Exposition Services (Canada) Limited, Giltspur Exhibits of
Canada, Inc., Melville Exhibition and Event Services Limited and Melville Data Services
Limited (collectively Melville) and affiliates, SDD Exhibitions and GES GmbH & Co.
KG. |
Beginning in the first quarter of 2010, the presentation of segment information for the
Marketing & Events Group is based on the redefined segments, and comparable prior year information
has been restated to reflect the revised segment structure.
The Marketing & Events Group specializes in all aspects of the design, planning and production
of face-to-face events, immersive environments and brand-based experiences for clients, including
show organizers, corporate brand marketers and retail shopping centers. Show organizers include
for-profit and not-for-profit show owners as well as show management companies. Corporate brand
marketers include exhibitors and other major domestic and international corporations. Retail
shopping centers include major developers, owners and management companies of shopping malls and
lifestyle centers.
Under its agreements with show organizers, the Marketing & Events Group serves as the official
services contractor, providing services to the show organizer, and is designated as the exclusive
provider of certain services to exhibitors participating in the exhibition or event. Show organizer
services generally include: general event management; planning and consultation; concept design;
exhibition layout and design; graphics and design; show traffic analysis; carpeting and flooring;
decorating products and accessories; custom graphics; overhead rigging; cleaning; and electrical,
lighting and plumbing distribution. Exclusive exhibitor services provide exhibitors with a single
point of contact to facilitate a timely, safe and efficient move-in and move-out of the show. These
services typically include: material handling services; overhead rigging; electrical distribution;
and cleaning.
Page 21
Table of Contents
In addition to exclusive exhibitor services, the Marketing & Events Group competes with other
providers to sell non-exclusive services to exhibitors, including: custom exhibit design and
construction; portable and modular exhibits and
design; integrated marketing, including pre- and post-event communications and customer
relationship management; multimedia services; event surveys; return on investment analysis;
attendee and exhibit booth traffic analysis; staff training; online management tools; logistics,
storage and refurbishment of exhibits; booth furnishings, carpeting and signage; in-house
installation and dismantling; and various other show services. The Marketing & Events Group aims to
provide these services, combined with complete event program management and planning, to corporate
brand marketer clients across all exhibitions and events in which they participate regardless of
whether or not it is the official services contractor.
The Marketing & Events Group also provides a variety of immersive, entertaining attractions
and brand-based experiences, sponsored events, mobile marketing and other branded entertainment and
face-to-face marketing solutions for clients and venues, including shopping malls, movie studios,
museums, leading consumer brands and casinos. In addition, the Marketing & Events Group offers
retail clients complete turnkey services, including design, engineering, graphic production,
fabrication, warehousing, shipping, and on-site installation of retail merchandising units, kiosks
and holiday environments. The Marketing & Events Group also provides construction and installation
services for permanent installations, including museum exhibits, corporate lobbies, visitors
centers, showrooms, and retail interiors.
Travel & Recreation Group Brewster Inc. (Brewster) provides tourism services in the
Canadian Rockies in Alberta and in other parts of Western Canada. Brewsters operations include the
Banff Gondola, Columbia Icefield Ice Explorer Tours, motorcoach services, charter and sightseeing
services, tour boat operations, inbound package tour operations and hotel operations. Glacier Park,
Inc. (Glacier Park) operates four historic lodges and three motor inns and provides food and
beverage operations, retail operations and tour and transportation services in and around Glacier
National Park in Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is an 80
percent owned subsidiary of Viad.
The following are financial highlights of the third quarter of 2010 presented in accordance
with accounting principles generally accepted in the United States of America (GAAP):
Viad Corp (Consolidated)
| Total revenues of $215.1 million compared to $181.1 million in the third quarter of
2009 |
| Net income attributable to Viad of $4.8 million versus a loss of $97.1 million in
the third quarter of 2009 |
| Diluted income per share of $0.23 versus a loss per share of $4.86 in the third
quarter of 2009 |
| Cash and cash equivalents totaled $152.1 million as of September 30, 2010 |
| Debt was $9.6 million as of September 30, 2010 |
Marketing & Events U.S.
| Revenues of $125.1 million, an increase of 19.5 percent from the third quarter of
2009 |
| Segment operating loss of $9.5 million, as compared to a loss of $19.6 million in
the third quarter of 2009 |
Marketing & Events International
| Revenues of $38.1 million, an increase of 16.2 percent from the third quarter of
2009 |
| Segment operating loss of $2.0 million, as compared to a loss of $2.6 million in
the third quarter of 2009 |
Travel & Recreation Group
| Revenues of $52.0 million, an increase of 11.9 percent from the third quarter of
2009 |
| Segment operating income of $21.5 million, an increase of 10.0 percent from the
third quarter of 2009 |
Non-GAAP Measures:
The following discussion includes a presentation of Adjusted EBITDA and Income before
impairment losses, which are utilized by management to measure the profit and performance of Viads
operations and to facilitate period to period comparisons. Adjusted EBITDA is defined by Viad as
net income attributable to Viad before interest expense, income taxes, depreciation and
amortization, impairment losses and recoveries, changes in accounting principles and the effects of
discontinued operations. Income before impairment losses is defined by Viad as net income
attributable to Viad before the after-tax effect of impairment losses related to goodwill, other
intangible assets and other long-lived assets. The presentation of Adjusted EBITDA and Income
before impairment losses is supplemental to results presented under GAAP and may not be comparable
to similarly titled measures used by other companies. Adjusted EBITDA is considered a useful
operating metric as potential variations arising from taxes, depreciation, debt service costs,
impairment losses and recoveries, changes in accounting principles and the effects of discontinued
operations are eliminated, thus resulting in an additional measure considered to be indicative of
Viads ongoing operations. Income before impairment losses is utilized by management to review
operating results of the business without the effects of noncash impairment losses. These non-GAAP
measures should be considered in addition to, but not as a substitute for, other measures of
financial performance reported in accordance with GAAP.
Page 22
Table of Contents
Management believes that the presentation of Adjusted EBITDA and Income before impairment
losses provides useful information to investors regarding Viads results of operations for
trending, analyzing and benchmarking the performance and value of Viads business. Management uses
Adjusted EBITDA and Income before impairment losses primarily as performance measures and believes
that the GAAP financial measure most directly comparable to these non-GAAP measures is net income
attributable to Viad. Although Adjusted EBITDA is used as a financial measure to assess the
performance of the business, the use of Adjusted EBITDA is limited because it does not consider
material costs, expenses and other items necessary to operate the business. These items include
debt service costs, non-cash depreciation and amortization expense associated with long-lived
assets, expenses related to U.S. federal, state, local and foreign income taxes, impairment losses
or recoveries, and the effects of accounting changes and discontinued operations. Similarly,
although Income before impairment losses is used as a financial measure to assess the performance
of the business, its use is limited because it does not consider non-cash goodwill, other
intangible asset and other long-lived asset impairment losses. Because Adjusted EBITDA and Income
before impairment losses do not consider the above items, a user of Viads 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 Companys performance.
A reconciliation of Adjusted EBITDA to net income (loss) attributable to Viad is as follows:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(in thousands) | ||||||||||||||||
Adjusted EBITDA |
$ | 14,489 | $ | (1,501 | ) | $ | 31,503 | $ | 23,993 | |||||||
Impairment losses |
| (111,356 | ) | | (111,356 | ) | ||||||||||
Interest expense |
(472 | ) | (378 | ) | (1,438 | ) | (1,223 | ) | ||||||||
Income tax benefit (expense) |
(1,911 | ) | 23,947 | (3,909 | ) | 19,735 | ||||||||||
Depreciation and amortization |
(7,310 | ) | (7,845 | ) | (21,314 | ) | (21,380 | ) | ||||||||
Net income (loss) attributable to Viad |
$ | 4,796 | $ | (97,133 | ) | $ | 4,842 | $ | (90,231 | ) | ||||||
The increase in Adjusted EBITDA of $16.0 million for the third quarter of 2010 compared to the
third quarter of 2009 was primarily driven by higher segment operating results at the Marketing &
Events U.S. segment and the Travel & Recreation Group and lower restructuring charges. The increase
in Adjusted EBITDA of $7.5 million for the first nine months of 2010 compared to 2009 was primarily
due to higher segment operating results at the Travel & Recreation Group and lower restructuring
charges. See Results of Operations below for a discussion of fluctuations.
A reconciliation of income (loss) before impairment losses attributable to Viad to net income
(loss) attributable to Viad is as follows:
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(in thousands) | ||||||||||||||||
Income (loss) before impairment losses attributable to Viad |
$ | 4,796 | $ | (2,955 | ) | $ | 4,842 | $ | 3,947 | |||||||
Impairment losses, net of tax |
| (94,178 | ) | | (94,178 | ) | ||||||||||
Net income (loss) attributable to Viad |
$ | 4,796 | $ | (97,133 | ) | $ | 4,842 | $ | (90,231 | ) | ||||||
Results of Operations:
Comparison of Third Quarter of 2010 to the Third Quarter of 2009
Revenues for the third quarter of 2010 increased 18.8 percent to $215.1 million compared to
$181.1 million in the third quarter of 2009. Viads income before income taxes was $7.7 million for
the third quarter of 2010 compared to a loss of $120.2 million in the third quarter of 2009. The
2010 third quarter net income attributable to Viad was $4.8 million, or $0.23 per diluted share,
compared to a loss of $97.1 million, or $4.86 per diluted share, in the third quarter of 2009. In
the 2009 third quarter, the Company recorded impairment losses of $94.2 million (after-tax), or
$4.71 per diluted share, primarily related to goodwill and other intangible assets in the Marketing
& Events Group. The 2009 third quarter loss attributable to Viad before impairment losses was $3.0
million, or $0.15 per diluted share. There were no impairment losses in the third quarter of 2010.
The improved results as compared to the 2009 third quarter were also the result of higher revenues,
overhead reductions and productivity improvements driven by the Companys Lean initiatives.
Page 23
Table of Contents
During the third quarter of 2010, foreign exchange rate variances resulted in a decrease of
$215,000 in revenues and an increase of $578,000 in segment operating income as compared to the
third quarter of 2009. Viad conducts its foreign
operations primarily in Canada and the United Kingdom and to a lesser extent in certain other
countries. The following table summarizes the effect of foreign exchange rate variances on revenues
and segment operating results from Viads significant international operations for the third
quarter:
Revenues | Segment Operating Results | |||||||||||||||||||||||
Weighted Average | Effect of Rate | Weighted Average | Effect of Rate | |||||||||||||||||||||
Exchange Rates | Variance | Exchange Rates | Variance | |||||||||||||||||||||
2010 | 2009 | (thousands) | 2010 | 2009 | (thousands) | |||||||||||||||||||
Marketing & Events Group: |
||||||||||||||||||||||||
Canada |
$ | 0.96 | $ | 0.92 | $ | 457 | $ | 0.96 | $ | 0.86 | $ | (94 | ) | |||||||||||
United Kingdom |
$ | 1.54 | $ | 1.62 | $ | (1,666 | ) | $ | 1.65 | $ | 1.71 | $ | 28 | |||||||||||
Travel & Recreation Group: |
||||||||||||||||||||||||
Canada |
$ | 0.96 | $ | 0.91 | $ | 1,382 | $ | 0.96 | $ | 0.91 | $ | 626 |
Accordingly, Viads third quarter results were impacted by the strengthening of the Canadian
dollar and weakening of the British pound relative to the U.S. dollar. Future decreases in the
exchange rates may adversely impact overall expected profitability and historical period-to-period
comparisons when operating results are translated into U.S. dollars.
Marketing & Events Group. Revenues for the Marketing & Events U.S. segment were $125.1 million
for the third quarter of 2010, up 19.5 percent compared to $104.7 million in the third quarter of
2009. The increase was primarily due to positive show rotation of $17 million and base same-show
revenue increases of 8.6 percent in the third quarter of 2010. Management defines base same-show
revenue as revenue from exhibitions and events that occur in the same quarter and same city every
year. Base same-shows represented 33.8 percent of 2010 third quarter Marketing & Events U.S.
revenues. Segment operating loss was $9.5 million in the third quarter of 2010, compared to a loss
of $19.6 million in the third quarter of 2009. The improved operating results were primarily due to
increases in revenues, overhead reductions and productivity improvements driven by the Companys
Lean initiatives.
Revenues for the Marketing & Events International segment were $38.1 million for the third
quarter of 2010, up 16.2 percent compared to $32.8 million in the third quarter of 2009. Segment
operating loss was $2.0 million in the third quarter of 2010, compared to a loss of $2.6 million in
the third quarter of 2009. As discussed above, results in this segment were impacted by exchange
rates during the 2010 third quarter, resulting in decreases of $1.6 million in revenue and $50,000
in segment operating income, as compared to the third quarter of 2009. Excluding exchange rate
variances, 2010 third quarter revenues increased by $6.9 million, or 21.0 percent, primarily
resulting from positive show rotation of $8 million.
Although the Marketing & Events Group has a diversified revenue base and long-term contracts
for future shows, its revenues are affected by general economic and industry-specific conditions.
In general, the exhibition and event industry is experiencing modest improvement; however, the
prospects for individual shows tend to be driven by the success of the industry related to those
shows. For the 2010 full year, management expects U.S. same-show revenues to decline at a
single-digit rate, reflecting decreases during the first and second quarters, partially offset by
increases during the second half of the year. Management expects demand from shopping center
clients for holiday-themed events and experiences and retail merchandising units to improve
somewhat over 2009 levels but to remain below historical levels. Accordingly, management
anticipates that the pricing environment will remain challenging. Additionally, management expects
show rotation to positively impact full year revenues by $15 million to $20 million due to a few
major, non-annual shows that occurred in 2010, while foreign currency exchange rate variances are
not expected to have a significant impact on full year 2010 results.
In anticipation of recessionary pressures on revenues, management began taking actions to
reduce overhead costs during early 2008, and in early 2009, management began implementing changes
to its Marketing & Events Group service delivery processes based on Lean principles in order to
further increase efficiencies, decrease costs and enhance service levels. Also in 2009, management
commenced the integration of GES Exposition Services, Exhibitgroup/Giltspur and Becker Group to
form the new Global Experience Specialists organization. As a result of these efforts, management
realized a reduction in Marketing & Events Group overhead costs of approximately $41 million during
2009 and anticipates a further reduction in U.S. overhead costs of approximately $10 million during
2010, partially offset by accruals for performance-based incentives. Additionally, management
anticipates realizing more than $10 million in variable cost savings from its Lean initiatives
during 2010, offsetting general market pressures on margins.
Page 24
Table of Contents
As part of the business integration, the Marketing & Events U.S. sales force was combined and
aligned with its primary customer segments exhibition sales, brand marketer sales (which
primarily represents exhibitor sales) and retail sales. These sales forces are supported by an
integrated service delivery network, shared infrastructure and facilities, and a common operational
platform.
Management remains focused on improving the profitability of the Marketing & Events Group
through continued integration and consolidation of operations to increase capacity utilization and
reduce costs, as well as leveraging the collective strengths and capabilities of the combined
organization to increase productivity and win market share by delivering comprehensive, innovative,
value-added solutions that enable clients to generate a higher return on their face-to-face
marketing investments.
The Marketing & Events Group is subject to multiple collective bargaining agreements that
affect labor costs, about one-third of which expire each year. Although labor relations between the
companies and labor are currently stable, disruptions during future contract negotiations could
occur, with the possibility of an adverse impact on the operating results of the Marketing & Events
Group.
Travel & Recreation Group. Revenues for the Travel & Recreation Group segment were $52.0
million, up 11.9 percent compared to third quarter 2009 revenues of $46.5 million. Segment
operating income was $21.5 million, up 10.0 percent from 2009 operating income of $19.5 million. As
discussed above, results in this segment were impacted by exchange rate variances during the 2010
third quarter, resulting in increases of $1.4 million and $626,000 in revenues and segment
operating income, respectively, as compared to the third quarter of 2009. Excluding exchange rate
variances, 2010 third quarter revenues increased by $4.1 million, or 8.9 percent, primarily due to
stronger demand for the Companys tourism services as well as initiatives to capture incremental
spend per guest.
The Travel & Recreation Group segment is affected by consumer discretionary spending on
tourism activities. As the economy stabilizes, management expects results from the Travel &
Recreation Group segment to benefit from improved tourism demand versus 2009. Additionally,
management anticipates that foreign currency exchange rate variances will have a moderately
favorable impact on full year 2010 results.
During 2009, approximately 72 percent of revenue and 80 percent of segment operating income
generated in the Travel & Recreation Group segment was derived through its Canadian operations.
These operations are largely affected by foreign customer visitation, and, accordingly, increases
in the value of the Canadian dollar compared to other currencies could adversely affect customer
volumes, revenue and operating income from the Travel & Recreation Group segment.
Glacier Park operates the concession portion of its business under a concession contract with
the U.S. National Park Service (the Park Service) for Glacier National Park. Glacier Parks
original 25-year concession contract with the Park Service that was to expire on December 31, 2005,
has been extended for five one-year periods and now expires on December 31, 2010. The Park Service,
in its sole discretion, may continue extending Glacier Parks concession contract in one-year
increments. When this contract ultimately expires, Glacier Park will have the opportunity to bid on
a new concession contract. If Glacier Park does secure a new contract, possible terms would be for
10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier Parks
remaining business would consist of its operations at Waterton Lakes National Park, Alberta, Canada
and East Glacier, Montana. In such a circumstance, Glacier Park would be entitled to an amount
equal to its possessory interest, which generally means the value of the structures acquired or
constructed, fixtures installed and improvements made to the concession property at Glacier
National Park during the term of the concessions contract. Glacier Park owns its Glacier Park Lodge
operations in East Glacier. Glacier Park also owns the Prince of Wales Hotel in Waterton Lakes
National Park, which is operated under a ground lease with the Canadian government that was
recently renewed for a 42-year term running through January 31, 2052. Glacier Park generated 25
percent of Travel & Recreation Groups full year 2009 segment operating income.
Corporate Activities. Corporate activities expense totaled $1.7 million in the third quarter
of 2010 compared to $2.0 million in the third quarter of 2009. The decrease was primarily due to
lower consulting fees in the 2010 quarter as compared to the 2009 quarter, partially offset by an
accrual for performance-based incentives.
Restructuring Charges. Viad recorded restructuring charges of $183,000 in the third quarter of
2010 related to reorganization activities resulting from the elimination of certain positions. In
the third quarter of 2009, Viad recorded restructuring charges of $5.2 million related to facility
consolidations and other reorganization activities. Also in the third quarter of 2009, Viad
reversed $1.3 million of restructuring reserves due to a revision in estimated sublease income
associated with certain leased facilities.
Income Taxes. The effective tax rate in the third quarter of 2010 was 24.9 percent, compared
to 19.9 percent in the third quarter of 2009. The lower rate in 2009 was primarily due to goodwill
impairment losses in 2009, as well as the
resolution of tax matters of $149,000 in 2010 versus $3.3 million in 2009. Excluding these items,
the effective tax rates in the third quarters of 2010 and 2009 would have been 26.8 percent and
39.2 percent, respectively.
Page 25
Table of Contents
Comparison of First Nine Months of 2010 to the First Nine Months of 2009
Revenues for the first nine months of 2010 increased 3.5 percent to $657.8 million compared to
$635.6 million during the first nine months of 2009. Viads income before income taxes was $9.5
million for the first nine months of 2010 compared to a loss of $109.3 million in the comparable
period in 2009. Net income attributable to Viad for the first nine months of 2010 was $4.8 million,
or $0.24 per diluted share, compared to a net loss of $90.2 million, or $4.52 per diluted share,
during the first nine months of 2009. In the 2009 third quarter, the Company recorded impairment
losses of $94.2 million (after-tax), or $4.72 per diluted share, primarily related to goodwill and
other intangible assets in the Marketing & Events Group. Income attributable to Viad before
impairment losses for the first nine months of 2009 was $3.9 million, or $0.20 per diluted share.
There were no impairment losses for the comparable period in 2010. The improved results as
compared to the 2009 period were also the result of increased revenues, overhead reductions and
productivity improvements driven by the Companys Lean initiatives, partially offset by accruals
for 2010 performance-based incentives (versus incentive reversals in the 2009 period).
During the first nine months of 2010, foreign exchange rate variances resulted in increases of
$9.3 million and $1.2 million in revenues and segment operating income, respectively, as compared
to the first nine months of 2009. Viad conducts its foreign operations primarily in Canada and the
United Kingdom and to a lesser extent in certain other countries. The following table summarizes
the effect of foreign exchange rate variances on revenues and segment operating results from Viads
significant international operations for the first nine months of the year:
Revenues | Segment Operating Results | |||||||||||||||||||||||
Weighted Average | Effect of Rate | Weighted Average | Effect of Rate | |||||||||||||||||||||
Exchange Rates | Variance | Exchange Rates | Variance | |||||||||||||||||||||
2010 | 2009 | (thousands) | 2010 | 2009 | (thousands) | |||||||||||||||||||
Marketing & Events Group: |
||||||||||||||||||||||||
Canada |
$ | 0.96 | $ | 0.85 | $ | 6,821 | $ | 0.99 | $ | 0.75 | $ | 431 | ||||||||||||
United Kingdom |
$ | 1.53 | $ | 1.54 | $ | (878 | ) | $ | 1.51 | $ | 1.47 | $ | 67 | |||||||||||
Travel & Recreation Group: |
||||||||||||||||||||||||
Canada |
$ | 0.96 | $ | 0.89 | $ | 4,100 | $ | 0.95 | $ | 0.92 | $ | 707 |
Accordingly, Viads nine-month results were favorably impacted by the strengthening of the
Canadian dollar relative to the U.S. dollar. Viads nine-month results were also impacted by the
strengthening of the British pound relative to the U.S. dollar during the first four months of
2010, followed by its subsequent weakening during the last five months of the period. Future
decreases in the exchange rates may adversely impact overall expected profitability and historical
period-to-period comparisons when operating results are translated into U.S. dollars.
Marketing & Events Group. Revenues for the Marketing & Events U.S. segment were $439.0 million
for the first nine months of 2010, down 1.5 percent compared to $445.8 million in 2009. The revenue
decline was due primarily to lower same-show revenues and pricing pressures, largely offset by
positive show rotation of approximately $20 million in revenue. Base same-show revenues declined
4.0 percent during the first nine months of 2010. Management defines base same-show revenue as
revenue from exhibitions and events that occur in the same quarter and same city every year. Base
same-shows represented approximately 40 percent of Marketing & Events U.S. revenues for the first
nine months of 2010. Segment operating loss was $11.9 million in the first nine months of 2010,
compared to a loss of $12.5 million in the 2009 period. The improved operating results were largely
the result of overhead reductions and productivity improvements driven by the Companys Lean
initiatives, partially offset by accruals for 2010 performance-based incentives (versus incentive
reversals in 2009).
Revenues for the Marketing & Events International segment were $144.6 million for the first
nine months of 2010, up 12.3 percent from $128.8 million in 2009. Segment operating income was $7.1
million in the first nine months of 2010, compared to $6.8 million in the 2009 period. As discussed
above, results in this segment were impacted by exchange rates during the first nine months of
2010, resulting in increases of $5.2 million and $454,000 in revenues and segment operating income,
respectively, as compared to 2009. Excluding exchange rate variances, revenues for the first nine
months of 2010
increased by $10.6 million, or 8.2 percent, and segment operating income decreased by
$168,000. The increase in revenue primarily resulted from a major project for the 2010 Winter
Olympic Games in Canada, improving industry trends, same-show growth and market share gains,
partially offset by a reduction in revenues of approximately $1 million due to show rotation. The
decline in operating income was primarily the result of a less profitable mix of business during
the 2010 first quarter.
Page 26
Table of Contents
Travel & Recreation Group. Revenues from the Travel & Recreation Group segment were $81.8
million for the first nine months of 2010, up 17.6 percent compared to 2009 revenues of $69.6
million. Segment operating income was $22.6 million compared to $19.4 million in 2009. As discussed
above, results in this segment were impacted by exchange rate variances during the first nine
months of 2010, resulting in increases of $4.1 million and $707,000 in revenues and segment
operating income, respectively, as compared to 2009. Excluding exchange rate variances, revenues
for the first nine months of 2010 increased by $8.1 million, or 11.7 percent, primarily due to
stronger demand for the Companys tourism services as well as initiatives to capture incremental
spend per guest.
Corporate Activities. Corporate activities expense totaled $4.5 million in the first nine
months of 2010, compared to $4.2 million in the comparable period in 2009. The increase was
primarily due to higher performance-based compensation expense in the first nine months of 2010 as
compared to performance-based compensation expense reversals in the 2009 period, partially offset
by lower consulting fees in the 2010 period.
Restructuring Charges. Viad recorded restructuring charges of $2.8 million in the first nine
months of 2010, compared to $8.1 million in the comparable period in 2009. The charges primarily
related to reorganization activities in the Marketing & Events Group, comprised of the elimination
of certain positions as well as facility consolidations. Additionally, during the first nine months
of 2009, Viad reversed $1.3 million of restructuring reserves due to a revision in estimated
sublease income associated with certain leased facilities.
Income Taxes. The effective tax rate in the first nine months of 2010 was 41.1 percent,
compared to 18.1 percent in the comparable period in 2009. The low rate in 2009 was primarily due
to goodwill impairment losses in 2009 and the resolution of tax matters in 2010 resulting in net
expense of $1.1 million versus the favorable resolution of tax matters of $3.3 million in 2009.
Excluding these items, the effective tax rate in the first nine months of 2010 and 2009 would have
been 29.2 percent and 36.5 percent, respectively.
Liquidity and Capital Resources:
Cash and cash equivalents were $152.1 million as of September 30, 2010 as compared to $116.3
million as of December 31, 2009, with the increase primarily due to cash flow from operations and
proceeds from the sale of certain assets, partially offset by capital expenditures and common stock
share repurchases. Management believes that Viads existing sources of liquidity will be sufficient
to fund operations and capital commitments for at least the next 12 months.
Viads total debt as of September 30, 2010 was $9.6 million compared to $12.8 million as of
December 31, 2009. The debt-to-capital ratio was 0.024 to 1 as of September 30, 2010 compared with
0.032 to 1 as of December 31, 2009. Capital is defined as total debt and capital lease obligations
plus total stockholders equity.
Effective November 20, 2009, Viad amended its secured revolving credit agreement (the Credit
Facility) to ensure that the Company continued to meet its obligations under the Credit Facility
given the current economic environment. The amended Credit Facility provides for a $75 million
revolving line of credit, and may be increased up to an additional $50 million under certain
circumstances. The Credit Facility expires on June 15, 2011 and borrowings are to be used for
general corporate purposes (including permitted acquisitions) and to support up to $25 million of
letters of credit. The lenders have a first perfected security interest in all of the personal
property of Viad and GES, including 65 percent of the capital stock of top-tier foreign
subsidiaries.
Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the prime
rate or the London Interbank Offered Rate (LIBOR), plus appropriate spreads tied to Viads
leverage ratio. Commitment fees and letters of credit fees are also tied to Viads leverage ratio.
The fees on the unused portion of the Credit Facility are currently 0.50 percent annually. As of
September 30, 2010, Viad had $65.5 million of capacity remaining under its Credit Facility
reflecting an outstanding borrowing of $4.9 million and issued letters of credit of $4.6 million.
As part of the amendment, Viads financial covenants were amended and include a fixed-charge
coverage ratio of not less than 0.80 to 1 through the third quarter of 2010 and 1.00 to 1
thereafter and a leverage ratio (defined as total debt to Adjusted EBITDA) of not greater than 2.50
to 1. Additionally, Viad must maintain a consolidated minimum cash balance of $50 million. As of
September 30, 2010, the fixed-charge coverage and leverage ratios were 1.27 to 1 and 0.87 to 1,
respectively. Significant other covenants include limitations on: investments, common stock
dividends, stock repurchases, additional indebtedness, sales/leases of assets, acquisitions,
consolidations or mergers and liens on property. The terms of the Credit Facility restrict Viad
from paying more
than $5 million in dividends in the aggregate in any calendar year and also restrict the
Company from repurchasing more than $10 million in the aggregate of the Companys common stock
during the remainder of the Credit Facility term. As of September 30, 2010, Viad was in compliance
with all covenants.
Page 27
Table of Contents
As of September 30, 2010, Viad had certain obligations under guarantees to third parties on
behalf of its subsidiaries. These guarantees are not subject to liability recognition in the
consolidated financial statements and primarily relate to leased facilities and credit or loan
arrangements with banks, entered into by Viads subsidiary operations. The Company would generally
be required to make payments to the respective third parties under these guarantees in the event
that the related subsidiary could not meet its own payment obligations. The maximum potential
amount of future payments that Viad would be required to make under all guarantees existing as of
September 30, 2010 would be $38.6 million. These guarantees primarily relate to leased facilities
expiring through October 2017. There are no recourse provisions that would enable Viad to recover
from third parties any payments made under the guarantees. Furthermore, there are no collateral or
similar arrangements whereby Viad could recover payments.
Capital expenditures for the first nine months of 2010 totaled $11.6 million and primarily
related to the purchase of rental inventory, equipment and computer hardware primarily at the
Marketing & Events U.S. segment and building improvements and equipment at the Travel & Recreation
Group. For the first nine months of 2009, capital expenditures totaled $18.7 million and primarily
related to the purchase of equipment and information systems and related costs, as well as exhibit
costs, at the Marketing & Events U.S. segment.
During the first quarter of 2010, Viad completed the sale of a non-strategic real estate asset
for $14.3 million (net of selling costs). The asset was previously held in the Travel & Recreation
Group and was classified on Viads consolidated balance sheets under the caption Asset held for
sale as of December 31, 2009.
In September 2010, Viad announced its intent to repurchase up to an additional 500,000 shares
of the Companys common stock from time to time at prevailing market prices. At the time of the
announcement, there were 160,681 shares available for repurchase pursuant to previously announced
authorizations. Viad purchased 356,300 shares for $6.3 million during the three months ended
September 30, 2010, with 304,381 shares remaining for repurchase from the recently announced
authorization. Additionally, during the nine months ended September 30, 2010 and 2009, the Company
repurchased 28,407 shares for $573,000 and 68,988 shares for $1.2 million, respectively, related to
tax withholding requirements on share-based awards.
Viad exercises significant judgment in determining its income tax provision due to
transactions, credits and calculations where the ultimate tax determination is uncertain.
Accordingly, Viad has recorded accrued liabilities associated with uncertain tax positions. The
final resolution or settlement of uncertain tax positions could result in future cash payments.
During the first quarter of 2009, Viad paid certain foreign income tax reassessments of $4.9
million and received tax refunds of $1.9 million pursuant to a joint settlement agreement with
certain Canadian taxing jurisdictions.
During the second quarter of 2010, Viad received income tax refunds of $5.6 million related to
carryback claims associated with 2009 operating losses.
Viad and certain of its subsidiaries are plaintiffs or defendants to various actions,
proceedings and pending claims, some of which involve, or may involve, compensatory, punitive or
other damages. Litigation is subject to many uncertainties and it is possible that some of the
legal actions, proceedings or claims could be decided against Viad. Although the amount of
liability as of September 30, 2010 with respect to certain of these matters is not ascertainable,
Viad believes that any resulting liability, after taking into consideration amounts already
provided for, including insurance coverage, will not have a material impact on Viads business,
financial position or results of operations.
Viad is subject to various U.S. federal, state and foreign laws and regulations governing the
prevention of pollution and the protection of the environment in the jurisdictions in which Viad
has or had operations. If the Company has failed to comply with these environmental laws and
regulations, civil and criminal penalties could be imposed and Viad could become subject to
regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the
case with many companies, Viad also faces exposure to actual or potential claims and lawsuits
involving environmental matters relating to its past operations. Although it is a party to certain
environmental disputes, Viad believes that any resulting liabilities, after taking into
consideration amounts already provided for, including insurance coverage, will not have a material
impact on the Companys financial position, results of operations or liquidity. As of September 30,
2010, there was a remaining environmental remediation liability of $6.1 million related to
previously sold operations of which $913,000 was included in the consolidated balance sheets under
the caption Other current liabilities and $5.2 million under the caption Other deferred items
and liabilities.
Viads businesses contribute to various multi-employer pension plans based on obligations
arising under collective bargaining agreements covering its union-represented employees. Based upon
the information available to Viad from plan administrators, management believes that several of
these multi-employer plans are underfunded. The Pension Protection Act of 2006 requires pension
plans underfunded at certain levels to reduce, over defined time periods, the underfunded status.
In addition, under current laws, the termination of a plan, or a voluntary withdrawal from a plan
by Viad, or a shrinking contribution base to a plan as a result of the insolvency or withdrawal of
other contributing employers to such plan would require Viad to make payments to such plan for its
proportionate share of the plans unfunded vested liabilities. As of September 30, 2010, the amount
of additional funding, if any, that Viad would be required to make related to multi-employer
pension plans is not ascertainable.
Page 28
Table of Contents
Off-Balance Sheet Arrangements:
Viad does not have any off-balance sheet arrangements with unconsolidated special-purpose or
other entities that would materially affect the Companys financial position, results of
operations, liquidity or capital resources. Furthermore, Viad does not have any relationships with
special-purpose or other entities that provide off-balance sheet financing; liquidity, market risk
or credit risk support; or engage in leasing or other services that expose the Company to liability
or risks of loss that are not reflected in Viads consolidated financial statements.
Critical Accounting Policies and Estimates:
The preparation of financial statements in conformity with GAAP requires estimates and
assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities in the consolidated financial statements.
The SEC has defined a companys most critical accounting policies as those that are most important
to the portrayal of a companys financial position and results of operations, and that require a
company to make its most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on these criteria, Viad has identified
and discussed with its audit committee the following critical accounting policies and estimates
pertaining to Viad, and the methodology and disclosures related to those estimates:
Goodwill and other intangible assets Goodwill is not amortized, but tested for impairment at
the reporting unit level on an annual basis on October 31 of each year. Goodwill is also tested for
impairment between annual tests if an event occurs or circumstances change that would
more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Viads
reporting units are defined, and goodwill is tested, at either an operating segment level, or at
the component level of an operating segment, depending on various factors including the internal
reporting structure of the operating segment, the level of integration among components, the
sharing of assets among components, and the benefits and likely recoverability of goodwill by the
components operations.
As of September 30, 2010, Viad had goodwill of $85.0 million related to its Marketing & Events
Group, which consisted of $62.7 million related to the Marketing & Events U.S. segment and $22.3
million related to the Marketing & Events International segment. For goodwill impairment testing
purposes, this goodwill is assigned to and tested at the component level within the respective
segments geographical operations. As of September 30, 2010, the amount of goodwill assigned to
each of the discrete reporting units in the United States, the United Kingdom (Melville) and Canada
was $62.7 million, $13.5 million and $8.8 million, respectively. Also, as of September 30, 2010,
the Brewster operating segment (within the Travel & Recreation Group) had goodwill of $40.8
million. Brewster is considered a reporting unit for goodwill impairment testing purposes.
Viad uses a discounted expected future cash flow methodology (income approach) in order to
estimate the fair value of its reporting units for purposes of goodwill impairment testing. The
estimates and assumptions regarding expected future cash flows, discount rates and terminal values
require considerable judgment and are based on market conditions, financial forecasts, industry
trends and historical experience.
The most critical assumptions and estimates in determining the estimated fair value of its
reporting units relate to the amounts and timing of expected future cash flows for each reporting
unit and the reporting unit cost of capital (discount rate) applied to those cash flows.
Furthermore, the assumed reporting unit cost of capital rates (discount rates) are estimated using
a build-up method based on the perceived risk associated with the cash flows pertaining to the
specific reporting unit. In order to assess the reasonableness of its fair value estimates, the
Company performs a reconciliation of the aggregate fair values of its reporting units to Viads
market capitalization.
As noted above, the estimates and assumptions regarding expected future cash flows, discount
rates and terminal values require considerable judgment and are based on market conditions,
financial forecasts, industry trends and historical experience. These estimates, however, have
inherent uncertainties and different assumptions could lead to materially different results. As of
September 30, 2010, Viad had aggregate goodwill of $125.8 million recorded in the consolidated
balance
sheets. Furthermore, as a result of the Companys most recent impairment analysis performed in
the fourth quarter of 2009, the excess of the estimated fair values over the carrying values
(expressed as a percentage of the carrying amounts) under step one of the impairment test were 35
percent, 52 percent and 54 percent, respectively, for each of the Marketing & Events reporting
units in the United States, the United Kingdom (Melville) and Canada. For the Brewster reporting
unit, the excess of the estimated fair value over the carrying value was 46 percent as of the most
recent impairment test. Due to continued uncertainties in the current economic environment,
reductions in the Companys expected revenue, operating income or cash flow forecasts and
projections, or an increase in reporting unit cost of capital, could trigger additional goodwill
impairment testing, which may result in impairment losses.
Page 29
Table of Contents
Other intangible assets not subject to amortization, which consist of trademarks and trade
names, are also tested for impairment annually on October 31 of each year, or more frequently if
events or changes in circumstances indicate that the asset might be impaired. Other intangible
assets not subject to amortization are also reviewed annually to determine whether an indefinite
useful life remains appropriate. The Company also uses an income approach to measure the estimated
fair values of its trademarks and trade names not subject to amortization. Intangible assets
subject to amortization are stated at cost, net of accumulated amortization, and are tested for
potential impairment whenever events or changes in circumstances indicate that the carrying amount
of the intangible asset may not be recoverable through undiscounted cash flows. Intangible assets
subject to amortization primarily consist of customer contracts and relationships, non-compete
agreements, proprietary technology and design libraries.
As of September 30, 2010, the Company had aggregate intangible assets not subject to
amortization of $177,000, and aggregate intangible assets subject to amortization of $1.8 million.
Due to continued uncertainties in the current economic environment, reductions in the Companys
expected revenue, operating income or cash flow forecasts and projections could trigger additional
impairment testing for these intangible assets, which may result in impairment losses.
Income taxes Viad is required to estimate and record provisions for income taxes in each of
the jurisdictions in which the Company operates. Accordingly, the Company must estimate its actual
current income tax liability, and assess temporary differences arising from the treatment of items
for tax purposes as compared to the treatment for accounting purposes. These differences result in
deferred tax assets and liabilities which are included in Viads consolidated balance sheets. The
Company must assess the likelihood that deferred tax assets will be recovered from future taxable
income and to the extent that recovery is not likely, a valuation allowance must be established.
The Company uses significant judgment in forming a conclusion regarding the recoverability of its
deferred tax assets and evaluates the available positive and negative evidence to determine whether
it is more likely-than-not that its deferred tax assets will be realized in the future. As of
September 30, 2010 and December 31, 2009, Viad had gross deferred tax assets of $63.5 million and
$61.2 million, respectively. These deferred tax assets reflect the expected future tax benefits to
be realized upon reversal of deductible temporary differences, and the utilization of net operating
loss and tax credit carryforwards.
For the cumulative three-year period ending December 31, 2009, Viad had a pre-tax operating
loss, which was primarily the result of the goodwill and other impairment losses recorded during
2009. The Company considered the negative evidence of this cumulative pre-tax operating loss
position on the future recoverability of its deferred tax assets. Viad also considered positive
evidence regarding the realization of deferred tax assets including the Companys historical and
forecasted taxable income, taxpaying history and future reversals of deferred tax liabilities.
Furthermore, Viad also considered the fact that the goodwill impairment losses are not tax
deductible, and thus do not contribute to tax losses. As of both September 30, 2010 and December
31, 2009, Viad had a valuation allowance of $162,000 related to certain state deferred tax assets.
With respect to all other deferred tax assets, management believes that recovery from future
taxable income is more-likely-than-not.
As noted above, Viad uses considerable judgment in forming a conclusion regarding the
recoverability of its deferred tax assets. As a result, there are inherent uncertainties regarding
the ultimate realization of these assets, which is primarily dependent on Viads ability to
generate sufficient taxable income in future periods. In light of the Companys recent operating
losses, and the risks and uncertainties in the current economic environment, it is possible that
the relative weight of positive and negative evidence regarding the recoverability of Viads
deferred tax assets may change, which could result in a material increase in the Companys
valuation allowance. If such an increase in the valuation allowance were to occur, it would result
in increased income tax expense in the period the assessment was made.
In March 2010, the Patient Protection and Affordable Care Act and a related measure, the
Health Care and Education Affordability Reconciliation Act of 2010, were both enacted into law. As
a result of this legislation, the tax deductions for the portion of the prescription drug costs for
which Viad receives a Medicare Part D subsidy have been eliminated for tax years beginning after
December 31, 2012. Accordingly, during the first quarter of 2010, Viad reduced its deferred tax
asset related to its postretirement benefit plan liability to reflect the change in the tax law.
The reduction in the deferred tax asset resulted in an increase to income tax expense of $1.3
million during the first quarter of 2010.
Viad is subject to regular and recurring audits by the taxing authorities in the jurisdictions
in which the Company conducts or had previously conducted operations. These include U.S. federal
and most state jurisdictions, and certain foreign jurisdictions including Canada, the United
Kingdom and Germany.
Page 30
Table of Contents
Viad exercises judgment in determining its income tax provision due to transactions, credits
and calculations where the ultimate tax determination is uncertain. As of September 30, 2010 and
December 31, 2009, Viad did not have any accrued gross liabilities associated with uncertain tax
positions for continuing operations. However, as of September 30, 2010 and December 31, 2009, Viad
had accrued interest and penalties related to uncertain tax positions for continuing operations of
$193,000 and $407,000, respectively.
During the nine months ended September 30, 2010 and 2009, Viad recorded tax benefits related
to the favorable resolution of tax matters in continuing operations of $149,000 and $3.3 million,
respectively. These favorable tax resolutions represent the reversal of amounts accrued for tax and
related interest and penalties in connection with uncertain tax positions which were effectively
settled or for which there was a lapse of the applicable statute of limitations.
In addition to the above, Viad had accrued gross liabilities associated with uncertain tax
positions for discontinued operations of $636,000 as of both September 30, 2010 and December 31,
2009. In addition, as of September 30, 2010 and December 31, 2009, Viad had accrued interest and
penalties related to uncertain tax positions for discontinued operations of $341,000 and $312,000,
respectively. Future tax resolutions or settlements that may occur related to these uncertain tax
positions would be recorded through discontinued operations (net of federal tax effects, if
applicable).
In the first quarter of 2009, Viad paid reassessments of $4.9 million and received aggregate
tax refunds of $1.9 million related to a Canadian tax settlement agreement.
During the second quarter of 2010, Viad received income tax refunds of $5.6 million related to
carryback claims associated with 2009 operating losses.
Viad does not record deferred taxes on the undistributed earnings of its Canadian subsidiaries
as management presently intends to reinvest the earnings of those operations. As of December 31,
2009, there was approximately $84.6 million of accumulated undistributed earnings related to Viads
Canadian subsidiaries, the majority of which have been previously reinvested in the assets of those
foreign operations. The incremental unrecognized tax liability (net of estimated foreign tax
credits) related to those undistributed earnings was approximately $2.3 million. To the extent that
circumstances change and it becomes apparent that some or all of the undistributed earnings will be
remitted to the parent, Viad would accrue incremental U.S. income taxes and foreign withholding
taxes attributable to such remittance. Furthermore, there have been certain legislative
initiatives, which could potentially result in the reduction or elimination of the deferral of U.S.
income taxes on unrepatriated foreign earnings. If such initiatives were to become enacted tax law,
the Company may be required to record additional income tax expense, which could have a negative
impact on Viads financial position and results of operations.
Insurance liabilities Viad is self-insured up to certain limits for workers compensation,
automobile, product and general liability and property loss claims. The aggregate amount of
insurance liabilities related to Viads continuing operations was $23.3 million as of September 30,
2010. Of this total, $17.1 million related to workers compensation liabilities and the remaining
$6.2 million related to general/auto liability claims. Viad has also retained and provided for
certain insurance liabilities in conjunction with previously sold businesses totaling $8.2 million
as of September 30, 2010, primarily related to workers compensation liabilities. Provisions for
losses for claims incurred, including estimated claims incurred but not yet reported, are made
based on Viads historical experience, claims frequency and other factors. A change in the
assumptions used could result in an adjustment to recorded liabilities. Viad has purchased
insurance for amounts in excess of the self-insured levels, which generally range from $200,000 to
$500,000 on a per claim basis. Viad does not maintain a self-insured retention pool fund as claims
are paid from current cash resources at the time of settlement. Viads net cash payments in
connection with these insurance liabilities were $4.8 million and $6.2 million for the first nine
months of 2010 and 2009, respectively.
Pension and postretirement benefits Viads pension plans use traditional defined benefit
formulas based on years of service and final average compensation. Funding policies provide that
payments to defined benefit pension trusts shall be at least equal to the minimum funding required
by applicable regulations. The Company presently anticipates contributing $1.1 million to its
funded pension plans and $790,000 to its unfunded pension plans in 2010, of which the Company has
contributed $921,000 and $622,000 as of September 30, 2010, respectively.
Viad and certain of its subsidiaries have defined benefit postretirement plans that provide
medical and life insurance for certain eligible employees, retirees and dependents. The related
postretirement benefit liabilities are recognized over the period that services are provided by
employees. In addition, Viad retained the obligations for these benefits for retirees of
certain sold businesses. While the plans have no funding requirements, Viad expects to
contribute $182,000 to the plans in 2010, of which $84,000 has been contributed as of September 30,
2010.
Page 31
Table of Contents
The assumed health care cost trend rate used in measuring the December 31, 2009 accumulated
postretirement benefit obligation was ten percent, declining one-half percent each year to the
ultimate rate of five percent by the year 2019 and remaining at that level thereafter.
A one-percentage-point increase in the assumed health care cost trend rate for each year would
increase the accumulated postretirement benefit obligation as of December 31, 2009 by $1.5 million
and the total of service and interest cost components by $102,000. A one-percentage-point decrease
in the assumed health care cost trend rate for each year would decrease the accumulated
postretirement benefit obligation as of December 31, 2009 by $1.3 million and the total of service
and interest cost components by $88,000.
The weighted-average discount rates used to determine the domestic funded pension, domestic
unfunded pension and postretirement benefit obligations as of December 31, 2009 were 5.90 percent,
5.70 percent and 5.60 percent, respectively. The weighted-average discount rate used to determine
the foreign pension benefit obligations as of December 31, 2009 was 5.60 percent. The
weighted-average discount rates used to determine the 2009 net periodic benefit cost for the
domestic and foreign pension plans were 6.90 percent and 7.00 percent, respectively. The discount
rates used in determining future pension and postretirement benefit obligations are based on rates
determined by actuarial analysis and management review, and reflect the estimated rates of return
on a high-quality, hypothetical bond portfolio whose cash flows match the timing and amounts of
expected benefit payments.
The expected return on plan assets used to determine net periodic benefit cost for the
Companys domestic and foreign pension plans for 2009 was 6.35 percent and 6.50 percent,
respectively. The expected return on plan assets used to determine net periodic benefit cost for
postretirement benefit plans for 2009 was 6.10 percent.
Share-based compensation Viad grants share-based compensation awards to officers, directors
and certain key employees pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the 2007 Plan).
The 2007 Plan has a ten-year life and provides for the following types of awards: (a) incentive and
non-qualified stock options; (b) restricted stock and restricted stock units; (c) performance units
or performance shares; (d) stock appreciation rights; (e) cash-based awards and (f) certain other
stock-based awards. The number of shares of common stock available for grant under the 2007 Plan is
limited to 1,700,000 shares plus shares awarded under the 1997 Viad Corp Omnibus Incentive Plan
(which terminated in May 2007) that subsequently cease for any reason to be subject to such awards
(other than by reason of exercise or settlement of the awards to the extent the shares are
exercised for, or settled in, vested and non-forfeited shares) up to an aggregate maximum of
1,500,000 shares. Viad issues shares related to its share-based compensation awards from shares
held in treasury.
Share-based compensation expense recognized in the consolidated financial statements during
the three months ended September 30, 2010 and 2009 was $948,000 and $1.0 million, respectively, and
$2.7 million and $2.2 million during the nine months ended September 30, 2010 and 2009,
respectively. In addition, $509,000 of costs associated with share-based compensation were included
in restructuring expense during the nine months ended September 30, 2010. Furthermore, the total
tax benefits related to share-based compensation expense were $329,000 and $381,000 for the three
months ended September 30, 2010 and 2009, respectively, and $957,000 and $788,000 during the nine
months ended September 30, 2010 and 2009, respectively. No share-based compensation costs were
capitalized during the nine months ended September 30, 2010 or 2009.
The fair value of restricted stock and performance-based restricted stock awards are based on
Viads stock price on the date of grant. Liability-based awards are recorded at estimated fair
value, based on the number of units expected to vest and the level of achievement of predefined
performance goals (where applicable) and are remeasured on each balance sheet date based on Viads
stock price until the time of settlement. Viad uses the Black-Scholes option pricing model for
purposes of determining the fair value of each stock option grant for which key assumptions are
necessary. These assumptions include Viads expected stock price volatility; the expected period of
time the stock option will remain outstanding; the expected dividend yield on Viad common stock,
and the risk-free interest rate. Changes in the assumptions could result in different estimates of
the fair value of stock option grants, and consequently impact Viads results of operations.
Impact of Recent Accounting Pronouncements:
In June 2009, the Financial Accounting Standards Board (FASB) issued new guidance related to
accounting and reporting for transfers of financial assets, which is codified in Accounting
Standards Codification (ASC) Topic 860. The objective of this guidance is to improve the
relevance, representational faithfulness, and comparability of the information that a reporting
entity provides in its financial statements about a transfer of financial assets. Viad adopted the
provisions of this guidance on January 1, 2010, which did not have an impact on Viads financial
position or results of operations.
Page 32
Table of Contents
In June 2009, the FASB issued new guidance related to accounting and reporting for variable
interest entities, which is codified in ASC Topic 810. This guidance amends previously issued
standards and addresses the effects of the elimination of the qualifying special-purpose entity
concept contained in those previous standards. Viad adopted the provisions of this guidance on
January 1, 2010, which did not have an impact on Viads financial position or results of
operations.
In October 2009, the FASB issued new guidance related to revenue arrangements with multiple
deliverables, which is codified in ASC Topic 605. This guidance changes the requirements for
establishing separate units of accounting for multiple-deliverable revenue arrangements and
requires revenue to be allocated to each deliverable based on the relative selling price. The new
guidance is effective prospectively for revenue arrangements entered into in fiscal years beginning
on or after June 15, 2010, with early adoption permitted provided that the guidance is
retrospectively applied to the beginning of the period of adoption. Viad will adopt the provisions
of this guidance on January 1, 2011. The adoption of this guidance is not expected to have a
material impact on Viads financial position or results of operations.
Forward-Looking Statements:
As provided by the safe harbor provision under the Private Securities Litigation Reform Act
of 1995, Viad cautions readers that, in addition to historical information contained herein, this
quarterly report includes certain information, assumptions and discussions that may constitute
forward-looking statements. These forward-looking statements are not historical facts, but reflect
current estimates, projections, expectations, or trends concerning future growth, operating cash
flows, availability of short-term borrowings, consumer demand, new business, investment policies,
productivity improvements, ongoing cost reduction efforts, efficiency, competitiveness, legal
expenses, tax rates and other tax matters, foreign exchange rates and the realization of
restructuring cost savings. Actual results could differ materially from those discussed in the
forward-looking statements. Viads businesses can be affected by a host of risks and uncertainties.
Among other things, natural disasters, gains and losses of customers, consumer demand patterns,
labor relations, purchasing decisions related to customer demand for exhibition and event services,
existing and new competition, industry alliances, consolidation and growth patterns within the
industries in which Viad competes, acquisitions, adverse developments in liabilities associated
with discontinued operations, and any deterioration in the economy, may individually or in
combination impact future results. In addition to factors mentioned elsewhere, economic,
competitive, governmental, technological, capital marketplace and other factors, including further
terrorist activities or war, a pandemic health crisis and international conditions, could affect
the forward-looking statements in this quarterly report. Additional information concerning business
and other risk factors that could cause actual results to materially differ from those in the
forward looking statements are discussed in Risk Factors in the risk factors sections included in
Viads 2009 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Viads market risk exposures relate to fluctuations in foreign exchange rates, interest rates
and certain commodity prices. Foreign exchange risk is the risk that fluctuating exchange rates
will adversely affect Viads financial condition or results of operations. Interest rate risk is
the risk that changing interest rates will adversely affect the earnings of Viad. Commodity risk is
the risk that changing prices will adversely affect results of operations.
Viad conducts its foreign operations primarily in Canada and the United Kingdom and to a
lesser extent in certain other countries. The functional currency of Viads foreign subsidiaries is
their local currency. Accordingly, for purposes of consolidation, Viad translates the assets and
liabilities of its foreign subsidiaries into U.S. dollars at the foreign exchange rates in effect
at the balance sheet date. The unrealized gains or losses resulting from the translation of these
foreign denominated assets and liabilities are included as a component of accumulated other
comprehensive income in Viads consolidated balance sheets. As a result, significant fluctuations
in foreign exchange rates relative to the U.S. dollar may result in material changes to Viads net
equity position reported in its consolidated balance sheets. Viad does not currently hedge its
equity risk arising from the translation of foreign denominated assets and liabilities. Viad had
cumulative unrealized foreign currency translation gains recorded in equity of $34.1 million and
$31.3 million as of September 30, 2010 and December 31, 2009, respectively. During the three and
nine months ended September 30, 2010, unrealized foreign currency translation gains of $6.7 million
and $2.8 million were recorded in other comprehensive income, respectively.
Page 33
Table of Contents
In addition, for purposes of consolidation, the revenues, expenses, gains and losses related
to Viads foreign operations are translated into U.S. dollars at the average foreign exchange rates
for the period. As a result, Viads consolidated results of operations are exposed to fluctuations
in foreign exchange rates as the operating results of its foreign operations, when translated, may
vary from period to period, even when the functional currency amounts have not changed. Such
fluctuations may adversely impact overall expected profitability and historical period to period
comparisons. Viad does not currently hedge its net earnings exposure arising from the translation
of its foreign operating results. As noted above, Viad primarily conducts its foreign operations in
Canada and the United Kingdom. The following table summarizes the effect of foreign exchange rate
variances on segment operating results from Viads Canadian and United Kingdom operations for the
three months ended September 30:
Weighted Average | Effect of Rate | |||||||||||
Exchange Rates | Variance | |||||||||||
2010 | 2009 | (thousands) | ||||||||||
Canadian Operations: |
||||||||||||
Marketing & Events Group |
$ | 0.96 | $ | 0.86 | $ | (94 | ) | |||||
Travel & Recreation Group |
$ | 0.96 | $ | 0.91 | $ | 626 | ||||||
United Kingdom Operations: |
||||||||||||
Marketing & Events Group |
$ | 1.65 | $ | 1.71 | $ | 28 |
The following table summarizes the effect of foreign exchange rate variances on segment
operating results from Viads Canadian and United Kingdom operations for the nine months ended
September 30:
Weighted Average | Effect of Rate | |||||||||||
Exchange Rates | Variance | |||||||||||
2010 | 2009 | (thousands) | ||||||||||
Canadian Operations: |
||||||||||||
Marketing & Events Group |
$ | 0.99 | $ | 0.75 | $ | 431 | ||||||
Travel & Recreation Group |
$ | 0.95 | $ | 0.92 | $ | 707 | ||||||
United Kingdom Operations: |
||||||||||||
Marketing & Events Group |
$ | 1.51 | $ | 1.47 | $ | 67 |
As the Canadian operations generated aggregate operating income for the third quarter of 2010,
Viads segment operating income has been favorably impacted by $532,000 from the strengthening of
the Canadian dollar relative to the U.S. dollar. As the United Kingdom operations generated
aggregate operating losses in the third quarter of 2010, Viads segment operating income has been
favorably impacted by $28,000 from the weakening of the British pound relative to the U.S. dollar.
As the Canadian operations generated aggregate operating income in the first nine months of 2010,
Viads segment operating income has been favorably impacted by $1.1 million from the strengthening
of the Canadian dollar relative to the U.S. dollar. As the United Kingdom operations generated
aggregate operating income in the first nine months of 2010, Viads segment operating income has
been favorably impacted by $67,000 from the strengthening of the British pound relative to the U.S.
dollar.
Viad is exposed to short-term interest rate risk on certain of its debt obligations. Viad
currently does not use derivative financial instruments to hedge cash flows for such obligations.
As of September 30, 2010, Viad had variable rate debt outstanding of $4.9 million under the Credit
Facility. Interest payments related to Viads variable rate debt outstanding are indexed to the
prime rate or LIBOR.
Item 4. Controls and Procedures.
Under the supervision and with the participation of management, including the Chief Executive
Officer and Chief Financial Officer of Viad, the effectiveness of the design and operation of
disclosure controls and procedures has been evaluated as of September 30, 2010, and, based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective as of September 30, 2010. Disclosure controls and
procedures are designed to ensure that information required to be disclosed in the reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in such reports is accumulated and communicated to management, including
the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure.
There were no changes in the Companys internal control over financial reporting during the
third quarter of 2010 that have materially affected, or are reasonably likely to materially affect,
internal control over financial reporting.
Page 34
Table of Contents
PART IIOTHER INFORMATION
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider
the factors discussed in Item 1A. Risk Factors of Part 1 and Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations in Part II of Viads Annual Report on
Form 10-K for the year ended December 31, 2009, which could materially affect the Companys
business, financial condition and/or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Set forth below is a table showing the total number of shares of Viad common stock repurchased
during the third quarter of 2010 by Viad either on the open market as part of a repurchase program
or from employees and former employees surrendering previously owned Viad common stock (outstanding
shares) to pay the taxes in connection with the vesting of share-based awards.
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of | Maximum Number (or | |||||||||||||||
Shares Purchased as | Approximate Dollar Value) | |||||||||||||||
Part of Publicly | of Shares that May Yet Be | |||||||||||||||
Total Number of | Average Price Paid | Announced Plans or | Purchased Under the Plans | |||||||||||||
Period | Shares Purchased (#) | Per Share ($) | Programs | or Programs | ||||||||||||
September 2010 |
356,300 | 17.77 | 356,300 | 304,381 | ||||||||||||
Total |
356,300 | 17.77 | 356,300 | 304,381 | ||||||||||||
In September 2010, Viad announced its intent to repurchase up to an additional 500,000 shares
of the Companys common stock from time to time at prevailing market prices. At the time of the
announcement, there were 160,681 shares available for repurchase pursuant to previously announced
authorizations. Viad purchased 356,300 shares for $6.3 million during the three months ended
September 30, 2010, with 304,381 shares remaining for repurchase from the recently announced
authorization. The authorization of the Board of Directors does not have an expiration date. The
terms of Viads $75 million secured revolving credit facility, as amended as of November 20, 2009,
restrict the Company from paying more than $5 million in dividends in the aggregate in any calendar
year and also restrict the Company from repurchasing more than $10 million in the aggregate of the
Companys common stock during the remainder of the credit facility term, which expires in June
2011.
Page 35
Table of Contents
Item 6. Exhibits.
Exhibit No. 31.1 | Certification of Chief Executive Officer of Viad Corp pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002* |
|
Exhibit No. 31.2 | Certification of Chief Financial Officer of Viad Corp pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002* |
|
Exhibit No. 32.1 | Certification of Chief Executive Officer of Viad Corp pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002* |
|
Exhibit No. 32.2 | Certification of Chief Financial Officer of Viad Corp pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002* |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VIAD CORP | ||||||||
(Registrant) | ||||||||
November 5, 2010
|
By | /s/ G. Michael Latta | ||||||
(Date)
|
G. Michael Latta | |||||||
Vice President Controller | ||||||||
(Chief Accounting Officer and Authorized Officer) |
Page 36