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VIAD CORP - Quarter Report: 2016 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

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

incorporation or organization

 

(I.R.S. Employer

Identification No.)

 

 

1850 North Central Avenue, Suite 1900

Phoenix, Arizona

 

85004-4565

(Address of principal executive offices)

 

(Zip Code)

 

(602) 207-1000

(Registrant’s 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  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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  x    No  o

Indicate by check mark whether 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

 

x

 

 

 

 

 

 

 

Non-accelerated filer

 

o

 

Smaller reporting company

 

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  x

As of July 29, 2016, there were 20,285,032 shares of Common Stock ($1.50 par value) outstanding.

 

 

 

 


INDEX

 

 

 

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

1

 

Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015

1

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015

2

 

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015

3

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015

4

 

Notes to Condensed Consolidated Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34

Item 4.

Controls and Procedures

35

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

36

Item 1A.

Risk Factors

36

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

Item 6.

Exhibits

37

 

 

 

SIGNATURES

37

 

 

 

 


 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VIAD CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

(in thousands, except share data)

 

2016

 

 

2015

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,239

 

 

$

56,531

 

Accounts receivable, net of allowances for doubtful accounts of $1,625 and $1,593,

   respectively

 

 

122,254

 

 

 

93,800

 

Inventories

 

 

38,952

 

 

 

27,529

 

Other current assets

 

 

27,417

 

 

 

17,311

 

Total current assets

 

 

219,862

 

 

 

195,171

 

Property and equipment, net

 

 

249,011

 

 

 

189,239

 

Other investments and assets

 

 

37,297

 

 

 

37,631

 

Deferred income taxes

 

 

46,782

 

 

 

50,137

 

Goodwill

 

 

187,475

 

 

 

185,223

 

Other intangible assets, net

 

 

40,237

 

 

 

33,322

 

Total Assets

 

$

780,664

 

 

$

690,723

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

92,500

 

 

$

65,497

 

Customer deposits

 

 

77,884

 

 

 

33,128

 

Accrued compensation

 

 

23,438

 

 

 

23,154

 

Other current liabilities

 

 

31,771

 

 

 

29,238

 

Current portion of debt and capital lease obligations

 

 

47,605

 

 

 

34,554

 

Total current liabilities

 

 

273,198

 

 

 

185,571

 

Long-term debt and capital lease obligations

 

 

83,420

 

 

 

92,849

 

Pension and postretirement benefits

 

 

29,369

 

 

 

29,629

 

Other deferred items and liabilities

 

 

43,897

 

 

 

47,336

 

Total liabilities

 

 

429,884

 

 

 

355,385

 

Commitments and contingencies

 

 

 

 

 

 

 

 

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

 

 

572,902

 

 

 

576,523

 

Retained deficit

 

 

(9,390

)

 

 

(17,866

)

Unearned employee benefits and other

 

 

120

 

 

 

109

 

Accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized gain on investments

 

 

366

 

 

 

346

 

Cumulative foreign currency translation adjustments

 

 

(18,685

)

 

 

(23,257

)

Unrecognized net actuarial loss and prior service credit, net

 

 

(11,180

)

 

 

(11,265

)

Common stock in treasury, at cost, 4,664,712 and 4,771,443 shares, respectively

 

 

(233,285

)

 

 

(239,411

)

Total Viad stockholders’ equity

 

 

338,250

 

 

 

322,581

 

Noncontrolling interest

 

 

12,530

 

 

 

12,757

 

Total stockholders’ equity

 

 

350,780

 

 

 

335,338

 

Total Liabilities and Stockholders’ Equity

 

$

780,664

 

 

$

690,723

 

 

Refer to Notes to Condensed Consolidated Financial Statements.

1


 

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share data)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibition and event services

 

$

240,028

 

 

$

237,614

 

 

$

441,314

 

 

$

450,866

 

Exhibits and environments

 

 

44,236

 

 

 

48,955

 

 

 

79,086

 

 

 

92,631

 

Travel and recreation services

 

 

40,483

 

 

 

30,466

 

 

 

45,709

 

 

 

37,934

 

Total revenue

 

 

324,747

 

 

 

317,035

 

 

 

566,109

 

 

 

581,431

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services

 

 

250,041

 

 

 

236,868

 

 

 

464,268

 

 

 

462,129

 

Costs of products sold

 

 

40,692

 

 

 

43,881

 

 

 

74,107

 

 

 

84,141

 

Corporate activities

 

 

2,707

 

 

 

1,983

 

 

 

4,618

 

 

 

4,793

 

Interest income

 

 

(38

)

 

 

(443

)

 

 

(94

)

 

 

(506

)

Interest expense

 

 

1,336

 

 

 

1,103

 

 

 

2,620

 

 

 

2,254

 

Restructuring charges

 

 

975

 

 

 

1,069

 

 

 

1,967

 

 

 

1,285

 

Total costs and expenses

 

 

295,713

 

 

 

284,461

 

 

 

547,486

 

 

 

554,096

 

Income from continuing operations before income taxes

 

 

29,034

 

 

 

32,574

 

 

 

18,623

 

 

 

27,335

 

Income tax expense

 

 

9,226

 

 

 

10,372

 

 

 

5,774

 

 

 

7,105

 

Income from continuing operations

 

 

19,808

 

 

 

22,202

 

 

 

12,849

 

 

 

20,230

 

Income (loss) from discontinued operations

 

 

(364

)

 

 

78

 

 

 

(550

)

 

 

(70

)

Net income

 

 

19,444

 

 

 

22,280

 

 

 

12,299

 

 

 

20,160

 

Net loss attributable to noncontrolling interest

 

 

65

 

 

 

109

 

 

 

227

 

 

 

173

 

Net income attributable to Viad

 

$

19,509

 

 

$

22,389

 

 

$

12,526

 

 

$

20,333

 

Diluted income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations attributable to Viad common stockholders

 

$

0.98

 

 

$

1.11

 

 

$

0.65

 

 

$

1.02

 

Discontinued operations attributable to Viad common stockholders

 

 

(0.02

)

 

 

0.01

 

 

 

(0.03

)

 

 

(0.01

)

Net income attributable to Viad common stockholders

 

$

0.96

 

 

$

1.12

 

 

$

0.62

 

 

$

1.01

 

Weighted-average outstanding and potentially dilutive common shares

 

 

20,153

 

 

 

19,918

 

 

 

20,124

 

 

 

19,933

 

Basic income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations attributable to Viad common stockholders

 

$

0.98

 

 

$

1.11

 

 

$

0.65

 

 

$

1.02

 

Discontinued operations attributable to Viad common stockholders

 

 

(0.02

)

 

 

0.01

 

 

 

(0.03

)

 

 

(0.01

)

Net income attributable to Viad common stockholders

 

$

0.96

 

 

$

1.12

 

 

$

0.62

 

 

$

1.01

 

Weighted-average outstanding common shares

 

 

19,983

 

 

 

19,778

 

 

 

19,949

 

 

 

19,757

 

Dividends declared per common share

 

$

0.10

 

 

$

0.10

 

 

$

0.20

 

 

$

0.20

 

Amounts attributable to Viad common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

19,873

 

 

$

22,311

 

 

$

13,076

 

 

$

20,403

 

Income (loss) from discontinued operations

 

 

(364

)

 

 

78

 

 

 

(550

)

 

 

(70

)

Net income

 

$

19,509

 

 

$

22,389

 

 

$

12,526

 

 

$

20,333

 

 

Refer to Notes to Condensed Consolidated Financial Statements.

2


 

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income

 

$

19,444

 

 

$

22,280

 

 

$

12,299

 

 

$

20,160

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on investments, net of tax(1)

 

 

21

 

 

 

(26

)

 

 

20

 

 

 

133

 

Unrealized foreign currency translation adjustments, net of tax(1)

 

 

(3,470

)

 

 

5,953

 

 

 

4,572

 

 

 

(11,626

)

Change in net actuarial gain, net of tax(1)

 

 

83

 

 

 

168

 

 

 

241

 

 

 

336

 

Change in prior service cost, net of tax(1)

 

 

(71

)

 

 

(85

)

 

 

(156

)

 

 

(171

)

Comprehensive income

 

 

16,007

 

 

 

28,290

 

 

 

16,976

 

 

 

8,832

 

Comprehensive loss attributable to noncontrolling interest

 

 

65

 

 

 

109

 

 

 

227

 

 

 

173

 

Comprehensive income attributable to Viad

 

$

16,072

 

 

$

28,399

 

 

$

17,203

 

 

$

9,005

 

 

(1)

The tax effect on other comprehensive income (loss) is not significant.

Refer to Notes to Condensed Consolidated Financial Statements.

3


 

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

12,299

 

 

$

20,160

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

18,557

 

 

 

17,870

 

Deferred income taxes

 

 

(3,318

)

 

 

(1,147

)

Loss from discontinued operations

 

 

550

 

 

 

70

 

Restructuring charges

 

 

1,967

 

 

 

1,285

 

Gains on dispositions of property and other assets

 

 

(185

)

 

 

(222

)

Share-based compensation expense

 

 

2,499

 

 

 

2,106

 

Excess tax benefit from share-based compensation arrangements

 

 

(39

)

 

 

(232

)

Other non-cash items, net

 

 

1,591

 

 

 

3,493

 

Change in operating assets and liabilities (excluding the impact of acquisitions):

 

 

 

 

 

 

 

 

Receivables

 

 

(29,915

)

 

 

(43,036

)

Inventories

 

 

(11,035

)

 

 

1,896

 

Accounts payable

 

 

24,661

 

 

 

22,860

 

Restructuring liabilities

 

 

(1,832

)

 

 

(1,669

)

Accrued compensation

 

 

(3,465

)

 

 

(1,128

)

Customer deposits

 

 

43,656

 

 

 

9,166

 

Income taxes payable

 

 

(1,591

)

 

 

1,905

 

Other assets and liabilities, net

 

 

(22

)

 

 

4,643

 

Net cash provided by operating activities

 

 

54,378

 

 

 

38,020

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(20,597

)

 

 

(13,150

)

Cash paid for acquired businesses

 

 

(57,766

)

 

 

(123

)

Proceeds from dispositions of property and other assets

 

 

1,008

 

 

 

751

 

Net cash used in investing activities

 

 

(77,355

)

 

 

(12,522

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

55,000

 

 

 

30,000

 

Payments on debt and capital lease obligations

 

 

(52,054

)

 

 

(38,100

)

Dividends paid on common stock

 

 

(4,050

)

 

 

(4,008

)

Debt issuance costs

 

 

(352

)

 

 

 

Common stock purchased for treasury

 

 

(651

)

 

 

(5,969

)

Excess tax benefit from share-based compensation arrangements

 

 

39

 

 

 

232

 

Proceeds from exercise of stock options

 

 

 

 

 

2,135

 

Net cash used in financing activities

 

 

(2,068

)

 

 

(15,710

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(247

)

 

 

(1,921

)

Net change in cash and cash equivalents

 

 

(25,292

)

 

 

7,867

 

Cash and cash equivalents, beginning of year

 

 

56,531

 

 

 

56,990

 

Cash and cash equivalents, end of period

 

$

31,239

 

 

$

64,857

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

5,794

 

 

$

2,792

 

Cash paid for interest

 

$

2,374

 

 

$

1,659

 

Property and equipment acquired under capital leases

 

$

691

 

 

$

370

 

Property and equipment purchases in accounts payable and accrued liabilities

 

$

2,655

 

 

$

338

 

 

Refer to Notes to Condensed Consolidated Financial Statements.

 

 

 

4


 

VIAD CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Basis of Presentation 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”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with Viad’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 11, 2016.

The condensed consolidated financial statements include the accounts of Viad and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things, the fair value of Viad’s reporting units used to perform annual impairment testing of recorded goodwill, allowances for uncollectible accounts receivable, provisions for income taxes, including uncertain tax positions, valuation allowances related to deferred tax assets, liabilities for losses related to self-insured liability claims, liabilities for losses related to environmental remediation obligations, sublease income associated with restructuring liabilities, assumptions used to measure pension and postretirement benefit costs and obligations, assumptions used to determine share-based compensation costs under the fair value method, and allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Nature of Business

Viad is an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, and the United Arab Emirates. Viad is committed to providing best in class experiences to its clients, customers, and guests by offering products and services designed to meet their current and future needs. Viad operates through three reportable business segments: the Marketing & Events U.S. Segment (the “U.S. Segment”), the Marketing & Events International Segment (the “International Segment”) (collectively, the “Marketing & Events Group”), and the Travel & Recreation Group.

Marketing & Events Group

The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), is a global, full-service provider for live events that produces exhibitions, congresses and conferences, corporate events, consumer events, exhibits, and entertainment experiences. GES provides a comprehensive range of live event services, including official show services, audio-visual services, cutting-edge creative and design, strategic marketing and measurement services, registration, and event accommodations – all with a global reach.

GES’ clients include event organizers and corporate brand marketers. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products, and build business relationships. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.

Travel & Recreation Group

The Travel & Recreation Group offers guests distinctive and world renowned experiences in iconic natural and cultural destinations in North America through its collection of unique hotels, lodges, recreational attractions, and transportation services. The Travel & Recreation Group is composed of four lines of business: (i) Hospitality; (ii) Attractions; (iii) Package Tours; and (iv) Transportation. These four lines of business work together, driving economies of scope and meaningful scale in and around the iconic destinations of Banff, Jasper, and Waterton Lakes National Parks in Canada, and Glacier, Denali, and Kenai Fjords National Parks in the United States. The Travel & Recreation Group is composed of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”), and Alaskan Park Properties, Inc. (“Alaska Denali Travel”).

5


 

Impact of Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements:

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Not Yet Adopted

 

 

 

 

 

 

ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

 

The standard establishes a new recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company may adopt either retrospectively to each prior period presented with the option to elect certain practical expedients or with the cumulative effect recognized at the date of initial application and providing certain disclosures.

 

Subsequent to the issuance of ASU 2014-09, the FASB issued several amendments in 2016 to the original standard including ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. These amendments do not change the core principle of the guidance stated in ASU 2014-09. Rather, they are intended to clarify and improve understanding of certain topics included within the revenue standard

 

January 1, 2018

 

The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations, including the method of adoption to be used.

ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory

 

The amendment applies to inventory measures using first-in, first-out or average cost and will require entities to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation. Replacement cost and net realizable value less a normal profit margin will no longer be considered.

 

January 1, 2017

 

The adoption of this guidance is not expected to have a significant effect on Viad's consolidated financial statements.

ASU 2016-02, Leases (Topic 842)

 

The amendment requires lessees to recognize on their balance sheet a right-of-use asset and a lease liability for leases with lease terms greater than one year. The amendment requires additional disclosures about leasing arrangements, and requires a modified retrospective approach to adoption. Early adoption is permitted.

 

January 1, 2019

 

The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations.

ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting

 

The amendment identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. Early adoption is permitted.

 

January 1, 2017

 

The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations.

 

6


 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Recently Adopted

ASU 2014-12, Compensation - Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period

 

The amendment requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award.

 

January 1, 2016

 

The Company adopted this guidance prospectively to all awards granted after the effective date. The adoption of this guidance did not have a material impact on the consolidated financial statements.

ASU 2015-03, Interest - Imputation of Interest Simplifying the Presentation of Debt Issuance Costs

ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements

 

The amendments require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. For line-of-credit arrangements, an entity may defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.

 

January 1, 2016

 

The adoption of this guidance resulted in the reclassification of unamortized debt issuance costs of $1.6 million from other long-term assets to a reduction in long-term debt on the December 31, 2015 consolidated balance sheet.

ASU 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments

 

The amendment requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.

 

January 1, 2016

 

The adoption of this guidance did not have a material impact on the consolidated financial statements.

 

 

Note 2. Share-Based Compensation

The following table summarizes share-based compensation expense:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Restricted stock

 

$

576

 

 

$

506

 

 

$

1,074

 

 

$

1,100

 

Performance unit incentive plan (“PUP”)

 

 

816

 

 

 

376

 

 

 

1,351

 

 

 

988

 

Restricted stock units

 

 

41

 

 

 

(7

)

 

 

74

 

 

 

18

 

Share-based compensation before income tax benefit

 

 

1,433

 

 

 

875

 

 

 

2,499

 

 

 

2,106

 

Income tax benefit

 

 

(540

)

 

 

(325

)

 

 

(938

)

 

 

(792

)

Share-based compensation, net of income tax benefit

 

$

893

 

 

$

550

 

 

$

1,561

 

 

$

1,314

 

Viad recorded zero and $0.2 million of share-based compensation expense through restructuring expense for the three and six months ended June 30, 2016, respectively, and $56,000 and $0.1 million for the three and six months ended June 30, 2015, respectively.

The following table summarizes the activity of the outstanding share-based compensation awards:

 

 

 

Restricted Stock

 

 

PUP Awards

 

 

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2015

 

 

279,217

 

 

$

25.65

 

 

 

231,165

 

 

$

26.15

 

 

 

16,447

 

 

$

25.69

 

Granted

 

 

74,300

 

 

$

27.01

 

 

 

104,084

 

 

$

26.88

 

 

 

5,500

 

 

$

26.98

 

Vested

 

 

(71,005

)

 

$

26.89

 

 

 

(73,188

)

 

$

27.35

 

 

 

(5,965

)

 

$

27.18

 

Forfeited

 

 

(7,054

)

 

$

24.80

 

 

 

(6,556

)

 

$

25.84

 

 

 

 

 

$

 

Balance at June 30, 2016

 

 

275,458

 

 

$

25.72

 

 

 

255,505

 

 

$

26.11

 

 

 

15,982

 

 

$

25.58

 

7


 

Restricted Stock

As of June 30, 2016, the unamortized cost of all outstanding restricted stock awards was $3.5 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.6 years. During the six months ended June 30, 2016 and 2015, the Company repurchased 23,625 shares for $0.7 million and 34,184 shares for $0.9 million, respectively, related to tax withholding requirements on vested share-based awards. As of June 30, 2016, there were 892,084 total shares available for future grant in accordance with the provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”).

PUP Awards

In February 2016, the PUP Plan was amended to provide that PUP awards earned under the 2007 Plan may be payable in the form of cash or in shares of Viad common stock (or a combination of both). Previously, payouts could only be made in cash. The vesting of shares is based upon achievement of certain performance-based criteria. The performance period of the shares is for a three-year period.

During the six months ended June 30, 2016, Viad granted $2.7 million PUP awards of which $0.9 million are payable in shares. As of June 30, 2016 and December 31, 2015, Viad had recorded liabilities of $3.5 million and $2.4 million, respectively, related to PUP awards. In March 2016, the PUP awards granted in 2013 vested and cash payouts of $0.2 million were distributed. In March 2015, the PUP awards granted in 2012 vested and cash payouts of $2.4 million were distributed.

Restricted Stock Units

As of June 30, 2016 and December 31, 2015, Viad had aggregate liabilities recorded of $0.2 million and $0.3 million, respectively, related to restricted stock units. In February 2016, portions of the 2011, 2012, and 2013 restricted stock units vested and cash payouts of $0.2 million were distributed. Similarly, in February 2015, portions of the 2010, 2011, and 2012 restricted stock units vested and cash payouts of $0.3 million were distributed.

Stock Options

During the three and six months ended June 30, 2016, there was no stock option activity. As of both June 30, 2016 and December 31, 2015 there were 63,773 stock options outstanding and exercisable with a weighted-average exercise price of $16.62. As of June 30, 2016, there were no unrecognized costs related to non-vested stock option awards.

Note 3. Acquisition of Businesses

Maligne Lake Tours

On January 4, 2016, the Company acquired the assets and operations of Maligne Tours Ltd. (“Maligne Lake Tours”), which provides interpretive boat tours and related services at Maligne Lake, the largest lake in Jasper National Park. The purchase price was $20.9 million Canadian dollars (approximately $15.0 million U.S. dollars) in cash, subject to certain adjustments.

The following table summarizes the allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment and intangible assets.  

 

(in thousands)

 

 

 

 

 

 

 

 

Purchase price paid as:

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

$

14,962

 

 

 

 

 

 

 

 

 

 

Fair value of net assets acquired:

 

 

 

 

 

 

 

 

Inventories

 

$

246

 

 

 

 

 

Prepaid expenses

 

 

2

 

 

 

 

 

Property and equipment

 

 

4,133

 

 

 

 

 

Intangible assets

 

 

9,244

 

 

 

 

 

Total assets acquired

 

 

13,625

 

 

 

 

 

Customer deposits

 

 

15

 

 

 

 

 

Total liabilities assumed

 

 

15

 

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

13,610

 

Excess purchase price over fair value of net assets acquired (“goodwill”)

 

 

 

 

 

$

1,352

 

8


 

Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill is included in the Travel & Recreation Group and the primary factor that contributed to the purchase price resulting in the recognition of goodwill relates to future growth opportunities when combined with the Company’s other businesses. Goodwill is expected to be deductible for tax purposes pursuant to Canadian tax regulations. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of Maligne Lake Tours were $0.1 million in 2016 and $0.2 million in 2015, and are included in corporate activities in Viad’s condensed consolidated statements of operations.

Identified intangible assets acquired in the Maligne Lake Tours acquisition totaled $9.2 million and consist of operating licenses, customer relationships, and trade names. The weighted-average amortization period related to the intangible assets is 26.7 years, largely attributable to operating licenses amortized over the remaining Parks Canada lease of 29 years.

The results of operations of Maligne Lake Tours have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended June 30, 2016, revenue and operating income related to Maligne Lake Tours were $1.6 million and $0.1 million, respectively. During the six months ended June 30, 2016, revenue and operating losses related to Maligne Lake Tours were $1.6 million and $44,000, respectively.

CATC

On March 11, 2016, the Company acquired 100 percent of the equity interest in CIRI Alaska Tourism Corporation (“CATC”), the operator of an Alaskan tourism business that includes a marine sightseeing tour business, three lodges, and a package tour business. The purchase price was $45.0 million in cash, subject to certain adjustments.

The following table summarizes the updated allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. During the three months ended June 30, 2016, the Company made certain purchase accounting measurement period adjustments based on refinements to assumptions used in the preliminary valuation of approximately $89,000 from working capital receivable, $0.1 million to accounts payable, and $16,000 from accrued liabilities. All other balances in the following table remain unchanged. The purchase price allocation remains open and may be adjusted as a result of the finalization of the Company’s purchase price allocation procedures related to the assessment of property and equipment and intangible assets.

 

(in thousands)

 

 

 

 

 

 

 

 

Purchase price paid as:

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

$

45,000

 

Working capital receivable

 

 

 

 

 

 

(35

)

Cash acquired

 

 

 

 

 

 

(2,196

)

Purchase price, net of cash acquired

 

 

 

 

 

 

42,769

 

 

 

 

 

 

 

 

 

 

Fair value of net assets acquired:

 

 

 

 

 

 

 

 

Accounts receivable

 

$

8

 

 

 

 

 

Inventories

 

 

921

 

 

 

 

 

Prepaid expenses

 

 

82

 

 

 

 

 

Property and equipment

 

 

43,470

 

 

 

 

 

Intangible assets

 

 

980

 

 

 

 

 

Total assets acquired

 

 

45,461

 

 

 

 

 

Accounts payable

 

 

306

 

 

 

 

 

Accrued liabilities

 

 

434

 

 

 

 

 

Customer deposits

 

 

1,952

 

 

 

 

 

Total liabilities assumed

 

 

2,692

 

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

42,769

 

Excess purchase price over fair value of net assets acquired (“goodwill”)

 

 

 

 

 

$

 

Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of CATC were $0.2 million in 2016 and $0.6 million in 2015 and are included in corporate activities in Viad’s condensed consolidated statements of operations.

9


 

Identified intangible assets acquired in the CATC acquisition totaled $1.0 million and consist of customer relationships and trade names. The weighted-average amortization period related to the intangible assets is 5.8 years.

The results of operations of CATC have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended June 30, 2016, revenue and operating income related to CATC were $9.3 million and $1.5 million, respectively. During the six months ended June 30, 2016, revenue and operating income related to CATC were $9.3 million and $0.8 million, respectively.

Supplementary pro forma financial information

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the above acquisitions had each been completed on January 1, 2015:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share data)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenue

 

$

324,747

 

 

$

326,988

 

 

$

566,188

 

 

$

591,516

 

Depreciation and amortization

 

$

10,187

 

 

$

10,811

 

 

$

18,756

 

 

$

19,961

 

Income from continuing operations

 

$

19,870

 

 

$

22,677

 

 

$

11,741

 

 

$

18,008

 

Net income attributable to Viad

 

$

19,571

 

 

$

22,864

 

 

$

11,418

 

 

$

18,111

 

Diluted income per share (1)

 

$

0.97

 

 

$

1.14

 

 

$

0.56

 

 

$

0.90

 

Basic income per share

 

$

0.97

 

 

$

1.14

 

 

$

0.56

 

 

$

0.90

 


(1)

Diluted income per share amount cannot exceed basic income per share.

 

Note 4. Inventories

The components of inventories consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2016

 

 

2015

 

Raw materials

 

$

17,989

 

 

$

14,383

 

Work in process

 

 

20,963

 

 

 

13,146

 

Inventories

 

$

38,952

 

 

$

27,529

 

 

Note 5. Other Current Assets

Other current assets consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2016

 

 

2015

 

Prepaid vendor payments

 

$

7,930

 

 

$

2,140

 

Income tax receivable

 

 

4,954

 

 

 

4,643

 

Prepaid software maintenance

 

 

3,546

 

 

 

2,026

 

Prepaid taxes

 

 

1,682

 

 

 

1,261

 

Prepaid rent

 

 

1,526

 

 

 

1,406

 

Prepaid insurance

 

 

1,275

 

 

 

2,024

 

Prepaid other

 

 

4,653

 

 

 

2,777

 

Other

 

 

1,851

 

 

 

1,034

 

Other current assets

 

$

27,417

 

 

$

17,311

 

 

10


 

Note 6. Property and Equipment

Property and equipment consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2016

 

 

2015

 

Land and land interests

 

$

31,986

 

 

$

29,032

 

Buildings and leasehold improvements

 

 

177,948

 

 

 

135,381

 

Equipment and other

 

 

304,178

 

 

 

270,957

 

Gross property and equipment

 

 

514,112

 

 

 

435,370

 

Accumulated depreciation

 

 

(265,101

)

 

 

(246,131

)

Property and equipment, net

 

$

249,011

 

 

$

189,239

 

 

Depreciation expense was $8.4 million and $7.4 million for the three months ended June 30, 2016 and 2015, respectively, and $15.1 million and $14.1 million for the six months ended June 30, 2016 and 2015, respectively.

 

 

Note 7. Other Investments and Assets

Other investments and assets consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2016

 

 

2015 (1)

 

Cash surrender value of life insurance

 

$

22,080

 

 

$

21,970

 

Self-insured liability receivable

 

 

5,979

 

 

 

5,979

 

Workers’ compensation insurance security deposits

 

 

4,250

 

 

 

4,250

 

Other mutual funds

 

 

1,995

 

 

 

2,192

 

Other

 

 

2,993

 

 

 

3,240

 

Other investments and assets

 

$

37,297

 

 

$

37,631

 

 

(1)

In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company adopted the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction of long-term debt on the December 31, 2015 condensed consolidated balance sheet.

 

Note 8. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill were as follows:

 

(in thousands)

 

Marketing &

Events U.S. Segment

 

 

Marketing &

Events

International Segment

 

 

Travel &

Recreation

Group

 

 

Total

 

Balance at December 31, 2015

 

$

112,300

 

 

$

38,635

 

 

$

34,288

 

 

$

185,223

 

Business acquisitions

 

 

 

 

 

 

 

 

1,352

 

 

 

1,352

 

Foreign currency translation adjustments

 

 

 

 

 

(1,829

)

 

 

2,729

 

 

 

900

 

Balance at June 30, 2016

 

$

112,300

 

 

$

36,806

 

 

$

38,369

 

 

$

187,475

 

11


 

Other intangible assets consisted of the following:

 

 

 

June 30, 2016

 

 

December 31, 2015

 

(in thousands)

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts and relationships

 

$

39,564

 

 

$

(10,616

)

 

$

28,948

 

 

$

38,342

 

 

$

(7,814

)

 

$

30,528

 

Operating contracts and licenses

 

 

9,687

 

 

 

(454

)

 

 

9,233

 

 

 

665

 

 

 

(272

)

 

 

393

 

Other

 

 

4,718

 

 

 

(3,122

)

 

 

1,596

 

 

 

3,736

 

 

 

(1,795

)

 

 

1,941

 

Total amortized intangible assets

 

 

53,969

 

 

 

(14,192

)

 

 

39,777

 

 

 

42,743

 

 

 

(9,881

)

 

 

32,862

 

Unamortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business licenses

 

 

460

 

 

 

 

 

 

460

 

 

 

460

 

 

 

 

 

 

460

 

Other intangible assets

 

$

54,429

 

 

$

(14,192

)

 

$

40,237

 

 

$

43,203

 

 

$

(9,881

)

 

$

33,322

 

Intangible asset amortization expense was $1.8 million for both the three months ended June 30, 2016 and 2015, and $3.5 million and $3.8 million for the six months ended June 30, 2016 and 2015, respectively. The weighted-average amortization period of customer contracts and relationships, operating contracts and licenses, and other amortizable intangible assets is approximately 7.6 years, 27.5 years, and 2.4 years, respectively. The estimated future amortization expense related to amortized intangible assets held at June 30, 2016 is as follows:

 

(in thousands)

 

 

 

 

Year ending December 31,

 

 

 

 

Remainder of 2016

 

$

3,557

 

2017

 

 

6,057

 

2018

 

 

5,103

 

2019

 

 

4,730

 

2020

 

 

4,185

 

Thereafter

 

 

16,145

 

Total

 

$

39,777

 

 

 

Note 9. Other Current Liabilities

Other current liabilities consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2016

 

 

2015

 

Continuing operations:

 

 

 

 

 

 

 

 

Self-insured liability accrual

 

$

6,992

 

 

$

6,891

 

Accrued employee benefit costs

 

 

3,433

 

 

 

3,892

 

Accrued sales and use taxes

 

 

5,010

 

 

 

4,772

 

Accrued dividends

 

 

2,111

 

 

 

2,103

 

Accrued restructuring

 

 

1,954

 

 

 

1,757

 

Current portion of pension liability

 

 

1,767

 

 

 

1,768

 

Accrued rebates

 

 

1,515

 

 

 

752

 

Deferred rent

 

 

1,140

 

 

 

548

 

Accrued professional fees

 

 

1,070

 

 

 

751

 

Other taxes

 

 

3,909

 

 

 

1,465

 

Other

 

 

903

 

 

 

3,523

 

Total continuing operations

 

 

29,804

 

 

 

28,222

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

313

 

 

 

295

 

Self-insured liability accrual

 

 

207

 

 

 

200

 

Other

 

 

1,447

 

 

 

521

 

Total discontinued operations

 

 

1,967

 

 

 

1,016

 

Total other current liabilities

 

$

31,771

 

 

$

29,238

 

 

12


 

 

Note 10. Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2016

 

 

2015

 

Continuing operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

$

13,810

 

 

$

13,662

 

Self-insured excess liability

 

 

5,979

 

 

 

5,979

 

Accrued compensation

 

 

5,416

 

 

 

7,612

 

Deferred rent

 

 

5,219

 

 

 

5,607

 

Foreign deferred tax liability

 

 

2,384

 

 

 

2,384

 

Accrued restructuring

 

 

671

 

 

 

519

 

Other

 

 

1,174

 

 

 

1,262

 

Total continuing operations

 

 

34,653

 

 

 

37,025

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

3,979

 

 

 

4,177

 

Self-insured liability

 

 

3,825

 

 

 

3,986

 

Accrued income taxes

 

 

1,169

 

 

 

1,151

 

Other

 

 

271

 

 

 

997

 

Total discontinued operations

 

 

9,244

 

 

 

10,311

 

Total other deferred items and liabilities

 

$

43,897

 

 

$

47,336

 

 

 

Note 11. Debt and Capital Lease Obligations

The components of long-term debt and capital lease obligations consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands, except interest rates)

 

2016

 

 

2015

 

Revolving credit facility and term loan 2.5% and 2.4% weighted-average interest rate at

   June 30, 2016 and December 31, 2015, respectively, due through 2019 (1)

 

$

131,125

 

 

$

127,500

 

Less unamortized debt issuance costs (2)

 

 

(1,671

)

 

 

(1,572

)

Total debt

 

 

129,454

 

 

 

125,928

 

Capital lease obligations, 6.2% and 6.1% weighted-average interest rate at June 30,

   2016 and December 31, 2015, respectively, due through 2018

 

 

1,571

 

 

 

1,475

 

Total debt and capital lease obligations

 

 

131,025

 

 

 

127,403

 

Current portion

 

 

(47,605

)

 

 

(34,554

)

Long-term debt and capital lease obligations

 

$

83,420

 

 

$

92,849

 

(1)

Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facility and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

In accordance with ASU 2015-03, unamortized debt issuance costs are reflected as a direct deduction from the carrying amount of the related debt. The Company applied the new guidance retrospectively to all prior periods presented in the condensed consolidated financial statements. As a result, $1.6 million of unamortized debt issuance costs were reclassified from other investments and assets to a reduction in long-term debt on the December 31, 2015 condensed consolidated balance sheet.

Effective December 22, 2014, Viad entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a senior credit facility in the aggregate amount of $300 million, which consists of a $175 million revolving credit facility (the “Revolving Credit Facility”) and a $125 million term loan (the “Term Loan”). Loans under the Credit Agreement have a maturity date of December 22, 2019. Proceeds from the loans made under the Credit Agreement were used to refinance certain outstanding debt of the Company and will be used for the Company’s general corporate purposes in the ordinary course of its business. Under the Credit Agreement, the Revolving Credit Facility and/or the Term Loan may be increased up to an additional $100 million under certain circumstances. If such circumstances are met, the Company may obtain the additional borrowings under the Revolving Credit Facility, the Term Loan, or a combination of the two. The Revolving Credit Facility has a $40 million sublimit for letters of credit. Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars, or British pounds. Viad’s lenders under the Credit Agreement have a first perfected security interest in all of the personal property of

13


 

Viad, GES, and GES Event Intelligence Services, Inc., including 65 percent of the capital stock of top-tier foreign subsidiaries. CATC will also provide Viad’s lenders with a first perfected security interest in all of CATC’s personal property upon the execution of a subsidiary security agreement by the lenders and CATC.

Effective February 24, 2016, Viad executed an amendment (the “Credit Agreement Amendment”) to the Credit Agreement. The Credit Agreement Amendment modified the terms of the financial covenants and the negative covenants related to acquisitions, restricted payments, and indebtedness. The overall maximum leverage ratio and minimum fixed charge coverage ratio are 3.50 to 1.00 and 1.75 to 1.00, respectively, and will remain at those levels for the entire remaining term of the Credit Agreement. Acquisitions in substantially the same or related lines of business are permitted under the Credit Agreement Amendment, as long as the pro forma leverage ratio is less than or equal to 3.00 to 1.00. Viad can make dividends, distributions, and repurchases of its common stock up to $20 million per calendar year. Stock dividends, distributions, and repurchases above the $20 million limit are not subject to a liquidity covenant, and are permitted as long as the Company’s pro forma leverage ratio is less than or equal to 2.50 to 1.00 and no default or unmatured default, as defined in the Credit Agreement, exists. Unsecured debt is allowed as long as the Company’s pro forma leverage ratio is less than or equal to 3.00 to 1.00. Significant other covenants under the Credit Agreement that remain unchanged by the Credit Agreement Amendment include limitations on investments, sales/leases of assets, consolidations or mergers, and liens on property. As of June 30, 2016, the fixed charge coverage ratio was 2.11 to 1.00, the leverage ratio was 1.71 to 1.00, and Viad was in compliance with all covenants under the Credit Agreement.

As of June 30, 2016, Viad’s total debt and capital lease obligations were $131.0 million, consisting of outstanding borrowings under the Term Loan of $103.1 million, under the Revolving Credit Facility of $28.0 million, and capital lease obligations of $1.6 million, offset in part by unamortized debt issuance costs of $1.7 million. As of June 30, 2016, Viad had $145.7 million of capacity remaining under its Credit Facility, reflecting borrowings of $28.0 million under the Revolving Credit Facility and $1.3 million in outstanding letters of credit.

Borrowings under the Revolving Credit Facility (of which GES and GES Event Intelligence Services, Inc. are guarantors) are indexed to the prime rate or the London Interbank Offered Rate, plus appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to Viad’s leverage ratio. The fees on the unused portion of the Credit Facility are currently 0.35 percent annually. CATC will become a guarantor for Viad’s borrowings under the Revolving Credit Facility upon the execution of a guaranty agreement by the lenders and CATC.

As of June 30, 2016, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities entered into by Viad’s 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 June 30, 2016 would be $9.0 million. These guarantees relate to facilities leased by the Company through March 2021. 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.

The estimated fair value of total debt was $122.3 million and $113.9 million as of June 30, 2016 and December 31, 2015, 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 12. 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.

14


 

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 tables:

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

June 30, 2016

 

 

Quoted Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobserved

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

118

 

 

$

118

 

 

$

 

 

$

 

Other mutual funds

 

 

1,995

 

 

 

1,995

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

2,113

 

 

$

2,113

 

 

$

 

 

$

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

December 31, 2015

 

 

Quoted Prices

in Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobserved

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

118

 

 

$

118

 

 

$

 

 

$

 

Other mutual funds

 

 

2,192

 

 

 

2,192

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

2,310

 

 

$

2,310

 

 

$

 

 

$

 

As of June 30, 2016 and December 31, 2015, Viad had investments in money market mutual funds of $0.1 million for both periods, which are included in the condensed consolidated balance sheets under the caption “Cash and cash equivalents.” These investments are classified as available-for-sale and were recorded at fair value. There have been no realized 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 June 30, 2016 and December 31, 2015, Viad had investments in other mutual funds of $2.0 million and $2.2 million, respectively, which are included in the condensed consolidated balance sheets under the caption “Other investments and assets.” These investments are classified as available-for-sale and were recorded at fair value. As of June 30, 2016 and December 31, 2015, there were unrealized gains of $0.6 million ($0.4 million after-tax) and $0.6 million ($0.3 million after tax), respectively, which were included in the condensed consolidated balance sheets under the caption “Accumulated other comprehensive income (loss)” (“AOCI”).

The carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term maturities of these instruments. Refer to Note 11 - Debt and Capital Lease Obligations for the estimated fair value of debt obligations.

Note 13. Stockholders’ Equity

The following represents a reconciliation of the carrying amounts of stockholders’ equity attributable to Viad and the noncontrolling interest for the six months ended June 30, 2016 and 2015:

 

(in thousands)

 

Total Viad

Stockholders’

Equity

 

 

Noncontrolling

Interest

 

 

Total

Stockholders’

Equity

 

Balance at December 31, 2015

 

$

322,581

 

 

$

12,757

 

 

$

335,338

 

Net income (loss)

 

 

12,526

 

 

 

(227

)

 

 

12,299

 

Dividends on common stock ($0.20 per share)

 

 

(4,050

)

 

 

 

 

 

(4,050

)

Common stock purchased for treasury

 

 

(651

)

 

 

 

 

 

(651

)

Employee benefit plans

 

 

3,145

 

 

 

 

 

 

3,145

 

Unrealized foreign currency translation adjustment

 

 

4,572

 

 

 

 

 

 

4,572

 

Tax benefits from share-based compensation

 

 

39

 

 

 

 

 

 

39

 

Other changes to AOCI

 

 

105

 

 

 

 

 

 

105

 

Other

 

 

(17

)

 

 

 

 

 

(17

)

Balance at June 30, 2016

 

$

338,250

 

 

$

12,530

 

 

$

350,780

 

 

15


 

(in thousands)

 

Total Viad

Stockholders’

Equity

 

 

Noncontrolling

Interest

 

 

Total

Stockholders’

Equity

 

Balance at December 31, 2014

 

$

335,387

 

 

$

12,315

 

 

$

347,702

 

Net income (loss)

 

 

20,333

 

 

 

(173

)

 

 

20,160

 

Dividends on common stock ($0.20 per share)

 

 

(4,008

)

 

 

 

 

 

(4,008

)

Common stock purchased for treasury

 

 

(5,969

)

 

 

 

 

 

(5,969

)

Employee benefit plans

 

 

4,790

 

 

 

 

 

 

4,790

 

Unrealized foreign currency translation adjustment

 

 

(11,626

)

 

 

 

 

 

(11,626

)

Tax benefits from share-based compensation

 

 

232

 

 

 

 

 

 

232

 

Other changes to AOCI

 

 

298

 

 

 

 

 

 

298

 

Other

 

 

(1

)

 

 

(1

)

 

 

(2

)

Balance at June 30, 2015

 

$

339,436

 

 

$

12,141

 

 

$

351,577

 

 

Changes in AOCI by component are as follows:

 

(in thousands)

 

Unrealized Gains

on Investments

 

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2015

 

$

346

 

 

$

(23,257

)

 

$

(11,265

)

 

$

(34,176

)

Other comprehensive income before reclassifications

 

 

36

 

 

 

4,572

 

 

 

 

 

 

4,608

 

Amounts reclassified from AOCI, net of tax

 

 

(16

)

 

 

 

 

 

85

 

 

 

69

 

Net other comprehensive income

 

 

20

 

 

 

4,572

 

 

 

85

 

 

 

4,677

 

Balance at June 30, 2016

 

$

366

 

 

$

(18,685

)

 

$

(11,180

)

 

$

(29,499

)

 

The following table presents information about reclassification adjustments out of AOCI:

 

 

 

Six Months Ended June 30,

 

 

Affected Line Item in the

Statement Where Net

Income is Presented

(in thousands)

 

2016

 

 

2015

 

 

 

Unrealized gains on investments

 

$

(25

)

 

$

(54

)

 

Interest income

Tax effect

 

 

9

 

 

 

20

 

 

Income taxes

 

 

$

(16

)

 

$

(34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognized net actuarial loss(1)

 

$

388

 

 

$

345

 

 

 

Amortization of prior service credit(1)

 

 

(251

)

 

 

(275

)

 

 

Tax effect

 

 

(52

)

 

 

(101

)

 

Income taxes

 

 

$

85

 

 

$

(31

)

 

 

 

(1)

Amount included in pension expense. Refer to Note 16 - Pension and Postretirement Benefits.

 

16


 

Note 14. Income Per Share

The components of basic and diluted income per share are as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share data)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income attributable to Viad (diluted)

 

$

19,509

 

 

$

22,389

 

 

$

12,526

 

 

$

20,333

 

Less: Allocation to non-vested shares

 

 

(265

)

 

 

(321

)

 

 

(171

)

 

 

(304

)

Net income allocated to Viad common stockholders (basic)

 

$

19,244

 

 

$

22,068

 

 

$

12,355

 

 

$

20,029

 

Basic weighted-average outstanding common shares

 

 

19,983

 

 

 

19,778

 

 

 

19,949

 

 

 

19,757

 

Additional dilutive shares related to share-based compensation

 

 

170

 

 

 

140

 

 

 

175

 

 

 

176

 

Diluted weighted-average outstanding shares

 

 

20,153

 

 

 

19,918

 

 

 

20,124

 

 

 

19,933

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income attributable to Viad common stockholders

 

$

0.96

 

 

$

1.12

 

 

$

0.62

 

 

$

1.01

 

Diluted income attributable to Viad common stockholders(1)

 

$

0.96

 

 

$

1.12

 

 

$

0.62

 

 

$

1.01

 

 

(1)

Diluted income per share amount cannot exceed basic income per share.

Options to purchase 7,386 shares of common stock were outstanding during the six months ended June 30, 2015, but were not included in the computation of dilutive shares outstanding because the effect would be anti-dilutive.

 

Note 15. Income Taxes

The effective tax rates for the three months ended June 30, 2016 and 2015 were 31.8 percent for both periods. The effective tax rates for the six months ended June 30, 2016 and 2015 were 31.0 percent and 26.0 percent, respectively.

The income tax provision was computed based on the Company’s estimated effective tax rate and forecasted income by jurisdiction expected for the full year, including the impact of any unusual, infrequent, or non-recurring items. The effective tax rate for the six months ended June 30, 2016 was less than the federal statutory rate of 35.0 percent primarily due to foreign income taxed at lower rates. The effective tax rate for the six months ended June 30, 2015 was less than the federal statutory rate primarily due to the recording of a non-cash tax benefit relating to certain foreign intangible deferred tax assets that was recorded during the period.

The Company uses significant judgment in forming conclusions regarding the recoverability of its deferred tax assets and evaluates all available positive and negative evidence to determine if it is more-likely-than-not that the deferred tax assets will be realized. To the extent recovery does not appear likely, a valuation allowance must be recorded. 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.

The Company also evaluates its ability to utilize its foreign tax credits, given its recent utilization history and projected future domestic income. As of December 31, 2015, $9.2 million of the $19.5 million in tax credit carryforwards were related to foreign tax credits, which are subject to a 10-year carryforward period and begin to expire in 2020.

While management believes that the deferred tax assets, net of existing valuation allowances will be utilized in future periods, there are inherent uncertainties regarding the ultimate realization of these assets. It is possible that the relative weight of positive and negative evidence regarding the realization of deferred tax assets may change, which could result in a material increase or decrease in the company’s valuation allowance. Such a change could result in a material increase or decrease to income tax expense in the period the assessment was made.

Viad exercises judgment in determining its income tax provision when the ultimate tax determination is uncertain. 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.

Viad had liabilities associated with uncertain tax positions (including interest and penalties) for continuing operations of $0.3 million for both June 30, 2016 and December 31, 2015. In addition, Viad had liabilities for uncertain tax positions (including interest and penalties) for discontinued operations of $1.2 million and $1.1 million as of June 30, 2016 and December 31, 2015, respectively. The total liability associated with uncertain tax positions was $1.5 million and $1.4 million as of June 30, 2016 and December 31, 2015, respectively. Future tax resolutions or settlements that may occur related to these uncertain tax positions would be recorded through either continuing or discontinued operations (net of tax, if applicable). The Company expects to release positions, including interest and penalties, of $0.1 million of continuing operations and $1.2 million of discontinued operations within the next twelve months due to statute expiration.

17


 

 

Note 16. Pension and Postretirement Benefits

The net periodic benefit cost of Viad’s pension and postretirement plans for the three months ended June 30, 2016 and 2015 included the following components:

 

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Service cost

 

$

10

 

 

$

26

 

 

$

33

 

 

$

44

 

 

$

125

 

 

$

131

 

Interest cost

 

 

259

 

 

 

275

 

 

 

152

 

 

 

139

 

 

 

126

 

 

 

131

 

Expected return on plan assets

 

 

(37

)

 

 

(81

)

 

 

 

 

 

 

 

 

(144

)

 

 

(152

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(126

)

 

 

(185

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

98

 

 

 

143

 

 

 

81

 

 

 

134

 

 

 

1

 

 

 

2

 

Net periodic benefit cost

 

$

330

 

 

$

363

 

 

$

140

 

 

$

132

 

 

$

108

 

 

$

112

 

 

The net periodic benefit cost of Viad’s pension and postretirement plans for the six months ended June 30, 2016 and 2015 included the following components:

 

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Service cost

 

$

20

 

 

$

51

 

 

$

69

 

 

$

87

 

 

$

245

 

 

$

259

 

Interest cost

 

 

517

 

 

 

526

 

 

 

303

 

 

 

316

 

 

 

244

 

 

 

260

 

Expected return on plan assets

 

 

(130

)

 

 

(192

)

 

 

 

 

 

 

 

 

(279

)

 

 

(301

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(252

)

 

 

(276

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

213

 

 

 

268

 

 

 

175

 

 

 

273

 

 

 

1

 

 

 

4

 

Net periodic benefit cost

 

$

620

 

 

$

653

 

 

$

295

 

 

$

400

 

 

$

211

 

 

$

222

 

 

Viad expects to contribute $0.9 million to its funded pension plans, $0.8 million to its unfunded pension plans, and $1.1 million to its postretirement benefit plans in 2016. During the six months ended June 30, 2016, Viad contributed $0.4 million to its funded pension plans, $0.3 million to its unfunded pension plans, and $0.4 million to its postretirement benefit plans.

 

Note 17. Restructuring Charges

The Company has taken certain restructuring actions designed to reduce the Company’s cost structure primarily within the Marketing & Events U.S. Segment, and the Marketing & Events International Segment, as well as the elimination of certain positions at the corporate office. As a result, the Company recorded restructuring charges consisting primarily of severance and related benefits.

Changes to the restructuring liability by major restructuring activity are as follows:

 

 

 

Marketing & Events

Group Consolidation

 

 

Other Restructurings

 

 

 

 

 

(in thousands)

 

Severance &

Employee

Benefits

 

 

Facilities

 

 

Severance &

Employee

Benefits

 

 

Total

 

Balance at December 31, 2015

 

$

751

 

 

$

1,291

 

 

$

234

 

 

$

2,276

 

Restructuring charges

 

 

1,455

 

 

 

9

 

 

 

503

 

 

 

1,967

 

Cash payments

 

 

(1,126

)

 

 

(213

)

 

 

(493

)

 

 

(1,832

)

Adjustment to liability

 

 

 

 

 

 

 

 

214

 

 

 

214

 

Balance at June 30, 2016

 

$

1,080

 

 

$

1,087

 

 

$

458

 

 

$

2,625

 

 

As of June 30, 2016, the liabilities related to severance and employee benefits are expected to be paid by the end of 2018. Additionally, the liability related to future lease payments will be paid over the remaining lease terms for the Marketing & Events Group. Refer to Note 19 - Segment Information, for information regarding restructuring charges by segment.

 

18


 

Note 18. Litigation, Claims, Contingencies, and Other

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 June 30, 2016 with respect to these matters is not ascertainable, Viad believes that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on Viad’s 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. As of June 30, 2016, Viad had recorded environmental remediation liabilities of $4.3 million related to previously sold operations. Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position or results of operations.

As of June 30, 2016, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities entered into by Viad’s 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 June 30, 2016 would be $9.0 million. These guarantees relate to facilities leased by the Company through March 2021. 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.

A significant portion of Viad’s employees are unionized and the Company is a party to approximately 100 collective-bargaining agreements, with approximately one-third requiring renegotiation each year. If the Company was unable to reach an agreement with a union during the collective-bargaining process, the union may call for a strike or work stoppage, which may, under certain circumstances, adversely impact the Company’s businesses and results of operations. Viad believes that relations with its employees are satisfactory and that collective-bargaining agreements expiring in 2016 will be renegotiated in the ordinary course of business without having a material adverse effect on Viad’s operations. The Company entered into showsite and warehouse agreements with the Chicago Teamsters Local 727, effective January 1, 2014, and those agreements contain provisions that allow the parties to re-open negotiation of the agreements on pension-related issues. The Company is in informal discussions regarding those issues with all relevant parties and is working diligently to resolve those issues in a manner that will be reasonable and equitable to employees, customers, and shareholders. Although the Company’s labor relations are currently stable, disruptions pending the outcome of the Chicago Teamsters Local 727 negotiations could occur, as they could with any collective-bargaining agreement negotiation, with the possibility of an adverse impact on the operating results of the Marketing & Events Group.

Viad’s 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 plan’s unfunded vested liabilities. As of June 30, 2016, the amount of additional funding, if any, that Viad would be required to make related to multi-employer pension plans is not ascertainable.

Viad is self-insured up to certain limits for workers’ compensation, employee health benefits, automobile, product and general liability, and property loss claims. The aggregate amount of insurance liabilities (up to the Company’s retention limit) related to Viad’s continuing operations was $20.8 million as of June 30, 2016 which includes $13.7 million related to workers’ compensation liabilities and $7.1 million related to general/auto liability claims. Viad has also retained and provided for certain insurance liabilities in conjunction with previously sold businesses of $4.0 million as of June 30, 2016, related to workers’ compensation liabilities. Provisions for losses for claims incurred, including estimated claims incurred but not yet reported, are made based on Viad’s 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 $0.2 million to $0.5 million 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. Viad’s net cash payments in connection with these insurance liabilities were $1.4 million and $2.4 million for the three and six months ended June 30, 2016, respectively.

19


 

In addition, as of June 30, 2016, Viad recorded insurance liabilities of $6.0 million related to continuing operations, which represents the amount for which Viad remains the primary obligor after self-insured insurance limits, without taking into consideration the above-referenced insurance coverage. Of this total, $2.5 million related to workers’ compensation liabilities and $3.5 million related to general/auto liability claims. The Company has recorded those amounts in other deferred items and liabilities in Viad’s condensed consolidated balance sheets with a corresponding receivable in other investments.

Note 19. 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 charges. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and amortization and share-based compensation expense are the only significant non-cash items for the reportable segments.

Viad’s reportable segments, with reconciliations to consolidated totals, are as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Segment

 

$

220,078

 

 

$

208,749

 

 

$

403,815

 

 

$

401,692

 

International Segment

 

 

72,682

 

 

 

85,723

 

 

 

126,763

 

 

 

150,959

 

Intersegment eliminations

 

 

(7,332

)

 

 

(7,903

)

 

 

(9,014

)

 

 

(9,154

)

Total Marketing & Events Group

 

 

285,428

 

 

 

286,569

 

 

 

521,564

 

 

 

543,497

 

Travel & Recreation Group

 

 

40,483

 

 

 

30,466

 

 

 

45,709

 

 

 

37,934

 

Corporate eliminations (1)

 

 

(1,164

)

 

 

 

 

 

(1,164

)

 

 

 

Total revenue

 

$

324,747

 

 

$

317,035

 

 

$

566,109

 

 

$

581,431

 

Segment operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Segment

 

$

22,502

 

 

$

18,974

 

 

$

23,364

 

 

$

21,611

 

International Segment

 

 

4,876

 

 

 

11,109

 

 

 

4,307

 

 

 

12,156

 

Total Marketing & Events Group

 

 

27,378

 

 

 

30,083

 

 

 

27,671

 

 

 

33,767

 

Travel & Recreation Group

 

 

7,058

 

 

 

6,203

 

 

 

485

 

 

 

1,394

 

Segment operating income

 

 

34,436

 

 

 

36,286

 

 

 

28,156

 

 

 

35,161

 

Corporate eliminations (1)

 

 

(422

)

 

 

 

 

 

(422

)

 

 

 

Corporate activities

 

 

(2,707

)

 

 

(1,983

)

 

 

(4,618

)

 

 

(4,793

)

Operating income

 

 

31,307

 

 

 

34,303

 

 

 

23,116

 

 

 

30,368

 

Interest income

 

 

38

 

 

 

443

 

 

 

94

 

 

 

506

 

Interest expense

 

 

(1,336

)

 

 

(1,103

)

 

 

(2,620

)

 

 

(2,254

)

Restructuring charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events U.S. Segment

 

 

 

 

 

(383

)

 

 

(293

)

 

 

(471

)

Marketing & Events International Segment

 

 

(956

)

 

 

(133

)

 

 

(1,171

)

 

 

(271

)

Travel & Recreation Group

 

 

(1

)

 

 

(148

)

 

 

(93

)

 

 

(142

)

Corporate

 

 

(18

)

 

 

(405

)

 

 

(410

)

 

 

(401

)

Income from continuing operations before income taxes

 

$

29,034

 

 

$

32,574

 

 

$

18,623

 

 

$

27,335

 

 

(1)

Represents the elimination of intercompany revenue and profit realized by the Marketing & Events Group for work completed on renovations for the Travel & Recreation Group’s Banff Gondola.

 

Note 20. Discontinued Operations

For the three and six months ended June 30, 2016, Viad recorded losses from discontinued operations of $0.4 million and $0.6 million, respectively, primarily due to liability reserve adjustments and legal fees related to previously sold operations. For the three and six months ended June 30, 2015, Viad recorded income from discontinued operations of $78,000 and a loss from discontinued operations of $70,000, primarily due to liability reserve adjustments and legal fees related to previously sold operations.

 

 

20


 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the Annual Report on Form 10-K of Viad Corp (“Viad” or the “Company”) for the year ended December 31, 2015 and the condensed consolidated financial statements and accompanying notes included in this Form 10-Q. The MD&A is intended to assist in providing an understanding of the Company’s financial condition and results of operations. This discussion contains forward-looking statements that involve risks and uncertainties. Viad’s 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 operates through three reportable business segments: the Marketing & Events U.S. Segment (the “U.S. Segment”), the Marketing & Events International Segment (the “International Segment”) (collectively, the “Marketing & Events Group”), and the Travel & Recreation Group.

Marketing & Events Group

The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), is a global, full-service provider for live events that produces exhibitions, congresses and conferences, corporate events, consumer events, exhibits, and entertainment experiences. GES provides a comprehensive range of live event services, including official show services, audio-visual services, cutting-edge creative and design, strategic marketing and measurement services, registration, and event accommodations – all with a global reach.

GES’ clients include event organizers and corporate brand marketers. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products, and build business relationships. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.

The U.S. Segment and the International Segment both provide a full suite of services for event organizers and exhibitors across four categories of live events: (i) Exhibitions; (ii) Congresses and Conferences; (iii) Corporate Events; and (iv) Consumer Events (collectively, “Live Events”).

Within each of the above four Live Events categories, the Marketing & Events Group delivers variations of four types of services to event organizers and exhibitors: (i) Core Services; (ii) Event Accommodations; (iii) Audio-Visual; and (iv) Registration and Data.

 

·

Core Services. GES provides official contracting services and products to event organizers and exhibitors during Live Events. Contracting services and products are provided primarily to Exhibitions and to a lesser degree to Congresses and Conferences, Corporate Events, and Consumer Events.

 

 

·

Event Accommodations. As the distributor of exclusive accommodation services for a Live Event, GES is responsible for researching and recommending local hotels, securing room blocks, marketing reserved room blocks to event attendees and exhibitors, managing attendee and exhibitor reservations, and addressing any accommodations concerns during the show.

 

 

·

Audio-Visual. GES offers a variety of audio-visual (“AV”) and digital services for Live Events and corporate brand marketers. GES combines the science of innovative digital solutions with the latest AV technology and superior service to create award-winning attendee engagements. Services provided include digital design and content, media production, content testing, equipment rental, staging, and creative services.

 

 

·

Registration and Data. GES provides event registration and data services and is Europe’s leading software-as-a-service event registration and data intelligence service provider.

Seasonality

For both the U.S. Segment and the International Segment, exhibition and event activity can vary significantly from quarter to quarter and year to year depending on the frequency and timing of shows, as some shows are not held each year and some may shift between quarters.

21


 

Travel & Recreation Group

The Travel & Recreation Group offers guests distinctive and world renowned experiences in iconic natural and cultural destinations in North America through its collection of unique hotels, lodges, recreational attractions, and transportation services. It draws its customers from major markets, including Canada, the United States, the United Kingdom, Australia/New Zealand, Asia, and Europe. It markets directly to consumers, as well as through distribution channels that include tour operators, tour wholesalers, destination management companies, and retail travel agencies and organizations.

The Travel & Recreation Group is comprised of four lines of business: (i) Hospitality; (ii) Attractions; (iii) Package Tours; and (iv) Transportation. These four lines of business work together, driving economies of scope and meaningful scale in and around the iconic destinations of Banff, Jasper and Waterton Lakes National Parks in Canada, and Glacier, Denali, and Kenai Fjords National Parks in the United States. The Travel & Recreation Group is composed of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”), and Alaskan Park Properties, Inc. (“Alaska Denali Travel”).

 

·

Brewster, a wholly-owned subsidiary of Viad, is a leading travel and tourism provider in the Canadian Rockies in Alberta and in other areas of Western Canada. Brewster’s operations include the Banff Gondola, Columbia Icefield Glacier Adventure, Glacier Skywalk, Banff Lake Cruise, Maligne Lake Tours, inbound package tours, corporate event management services, sightseeing tours, airport services, charter motorcoach services, and hotel operations.

 

 

·

Glacier Park, an 80 percent owned subsidiary of Viad, is an owner and operator of seven lodging properties located in and around Glacier National Park in Montana and Waterton Lakes National Park in Alberta, Canada, with a leading share of rooms in that market.

 

 

·

Alaska Denali Travel, a wholly-owned subsidiary of Viad, is a travel and tourism provider and operator of five lodging properties located in Denali National Park and Preserve and Kenai Fjords National Park in Alaska.

The Travel & Recreation Group expanded its service offerings with the following 2016 acquisitions:

 

·

Maligne Lake Tours. In January 2016, the Company acquired the business of Maligne Tours Ltd. (“Maligne Lake Tours”), which provides interpretive boat tours and related services at Maligne Lake, the largest lake in Jasper National Park. Maligne Lake Tours has seven tour boats operating seasonally from May through October, a marina and day lodge that offers food and beverage and retail services, a historic chalet complex that is available for catered special events, and a historic boat house that offers canoes, kayaks, and rowboats for rental.  

 

 

·

CATC. In March 2016, the Company acquired CIRI Alaska Tourism Corporation (“CATC”), the operator of an Alaskan tourism business that includes a marine sightseeing tour business, three lodges (the Talkeetna Alaskan Lodge, the Seward Windsong Lodge, and the Kenai Fjords Wilderness Lodge), and a package tour business. The operations of CATC, whose primary operating season runs from May through September, are being integrated with Alaska Denali Travel.

Refer to Note 3 – Acquisition of Businesses of the Notes to Condensed Consolidated Financial Statements for additional information.

Seasonality

The Travel & Recreation Group experiences peak activity during the summer months. During 2015, 87 percent of the Travel & Recreation Group’s revenue was earned in the second and third quarters.

22


 

Non-GAAP Measures

In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company also discloses non-GAAP financial measures of Adjusted EBITDA, Segment operating income, Adjusted Segment EBITDA, organic revenue, and organic segment operating income (collectively, the “Non-GAAP Measures”). The presentation of the Non-GAAP Measures is supplemental to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. The Non-GAAP Measures may not be comparable to similarly titled measures used by other companies. Management believes that the presentation of the Non-GAAP Measures provides useful information to investors regarding Viad’s results of operations for trending, analyzing, and benchmarking the performance and value of Viad’s business.

 

·

“Adjusted EBITDA” is defined by Viad as net income attributable to Viad before the Company’s portion of interest expense, income taxes, depreciation and amortization, impairment charges and recoveries, changes in accounting principles, and the effects of discontinued operations. Adjusted EBITDA is utilized by management to measure the profit and performance of Viad’s operations and to facilitate period-to-period comparisons. Refer to the table below for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

 

·

“Segment operating income” is defined by Viad as net income attributable to Viad before income (loss) from discontinued operations, corporate activities, interest expense and interest income, income taxes, restructuring charges, impairment losses and recoveries, and the reduction for income attributable to non-controlling interest. Segment operating income is utilized by management to measure the profit and performance of Viad’s operating segments to facilitate period-to-period comparisons.

 

·

“Adjusted Segment EBITDA” is defined by Viad as segment operating income (as defined above) before non-cash depreciation and amortization and acquisition integration costs, if any. Adjusted Segment EBITDA is utilized by management to measure the profit and performance of Viad’s operating segments and acquisitions to facilitate period-to-period comparisons. For a discussion of how this metric is used in connection with 2016 full year acquisition performance expectations, refer to the “Forward Looking Non-GAAP Financial Measures” section of this MD&A. Management believes that Adjusted Segment EBITDA for acquisitions enables investors to assess how effectively management is investing capital into major corporate development projects, both from a valuation and return perspective.

 

·

“Organic revenue” and “organic segment operating income” are defined by Viad as revenue and segment operating income (as defined above), respectively, without the impact of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods. The impact of exchange rate variances is calculated as the difference between current period activity translated at the current period’s exchange rates and the comparable prior period’s exchange rates. Management believes that the presentation of “organic” results permits investors to better understand Viad’s performance without the effects of exchange rate variances or acquisitions and to facilitate period-to-period comparisons and analysis of Viad’s operating performance. Refer to the “Results of Operations” section of this MD&A for reconciliations of organic revenue and organic segment operating income to the most directly comparable GAAP measures.

The Non-GAAP Measures are considered useful operating metrics as potential variations arising from taxes, depreciation and amortization, debt service costs, impairment charges and recoveries, changes in accounting principles, and the effects of discontinued operations are eliminated, thus resulting in additional measures considered to be indicative of Viad’s ongoing operations and segment performance. Although the Non-GAAP Measures are used as financial measures to assess the performance of the business, the use of these measures is limited because these measures do 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 charges or recoveries, and the effects of accounting changes and discontinued operations. Since the Non-GAAP Measures do not consider the above items, a user of Viad’s financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company’s performance.

23


 

A reconciliation of net income attributable to Viad to Adjusted EBITDA is as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income attributable to Viad

 

$

19,509

 

 

$

22,389

 

 

$

12,526

 

 

$

20,333

 

Depreciation and amortization

 

 

10,187

 

 

 

9,162

 

 

 

18,557

 

 

 

17,870

 

Interest expense

 

 

1,336

 

 

 

1,103

 

 

 

2,620

 

 

 

2,254

 

Income tax expense

 

 

9,226

 

 

 

10,372

 

 

 

5,774

 

 

 

7,105

 

(Income) loss from discontinued operations

 

 

364

 

 

 

(78

)

 

 

550

 

 

 

70

 

Noncontrolling interest

 

 

(30

)

 

 

(46

)

 

 

(30

)

 

 

(62

)

Adjusted EBITDA

 

$

40,592

 

 

$

42,902

 

 

$

39,997

 

 

$

47,570

 

The change in Adjusted EBITDA was primarily due to lower segment operating income at the Marketing & Events Group. Refer to the Results of Operations section of this MD&A for a discussion of fluctuations.

Forward-Looking Non-GAAP Financial Measures

The Company has also provided Adjusted Segment EBITDA as a forward-looking Non-GAAP Measure within the Results of Operations section of this MD&A. The Company does not provide a reconciliation of this forward-looking Non-GAAP Measure to the most directly comparable GAAP financial measure because, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible, not all of the information necessary for quantitative reconciliation of this forward-looking Non-GAAP Measure to the most directly comparable GAAP financial measure is available to the Company without unreasonable efforts. Consequently, any attempt to disclose such reconciliation would imply a degree of precision that could be confusing or misleading to investors. It is probable that the forward-looking Non-GAAP Measure may be materially different from the corresponding GAAP Measure.

24


 

Results of Operations

Financial Highlights

 

 

Three Months Ended

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

June 30,

 

 

 

 

 

(in thousands, except per share data)

 

2016

 

 

2015

 

 

Percentage

Change

 

 

2016

 

 

2015

 

 

Percentage

Change

 

Revenue

 

$

324,747

 

 

$

317,035

 

 

 

2.4

%

 

$

566,109

 

 

$

581,431

 

 

 

(2.6

)%

Segment operating income (1)

 

$

34,436

 

 

$

36,286

 

 

 

(5.1

)%

 

$

28,156

 

 

$

35,161

 

 

 

(19.9

)%

Income from continuing operations attributable to Viad common stockholders

 

$

19,873

 

 

$

22,311

 

 

 

(10.9

)%

 

$

13,076

 

 

$

20,403

 

 

 

(35.9

)%

Net income attributable to Viad

 

$

19,509

 

 

$

22,389

 

 

 

(12.9

)%

 

$

12,526

 

 

$

20,333

 

 

 

(38.4

)%

Diluted income per common share from continuing operations attributable to Viad common stockholders

 

$

0.98

 

 

$

1.11

 

 

 

(11.7

)%

 

$

0.65

 

 

$

1.02

 

 

 

(36.3

)%

(1)

Refer to Note 19 - Segment Information of the Notes to Condensed Consolidated Financial Statements for a reconciliation of Segment operating income to the most directly comparable GAAP measure.

Three months ended June 30, 2016 compared with the three months ended June 30, 2015

 

·

Total revenue increased $7.7 million or 2.4 percent, primarily due to incremental revenue from the acquisitions of CATC and Maligne Lake Tours of $10.9 million and base same-show revenue growth of 2.6 percent, offset in part by negative show rotation of approximately $6 million, and an unfavorable foreign exchange impact of $4.4 million. Management defines base same-show revenue as revenue derived from shows that the Company produced out of the same city during the same quarter in each year.

 

·

Total segment operating income decreased $1.9 million or 5.1 percent, primarily due to $1.5 million of additional depreciation and amortization expense related to the acquisitions of Maligne Lake Tours and CATC, as well as increases in certain other expenses.

 

·

Income from continuing operations attributable to Viad decreased $2.4 million primarily due to decreased segment operating income, higher corporate costs, and increased interest expense.

 

·

Net income attributable to Viad decreased $2.9 million primarily due to decreased segment operating income, higher corporate costs, and increased interest expense.

Six months ended June 30, 2016 compared with the six months ended June 30, 2015

 

·

Total revenue decreased $15.3 million or 2.6 percent, primarily due to negative show rotation of approximately $17 million, an unfavorable foreign exchange impact of $8.4 million, and the partial closure of the Banff Gondola for renovations in the Travel & Recreation Group, offset in part by base same-show revenue growth of 4.1 percent and incremental revenue from the acquisitions of CATC and Maligne Lake Tours.

 

·

Total segment operating income decreased $7.0 million or 19.9 percent, primarily due to lower revenue and an increase in certain other expenses.

 

·

Income from continuing operations attributable to Viad decreased $7.3 million, primarily due to decreased segment operating income.

 

·

Net income attributable to Viad decreased $7.8 million, primarily due to decreased segment operating income.

25


 

Foreign Exchange Rate Variances

Viad conducts its foreign operations primarily in Canada, the United Kingdom, Germany, and to a lesser extent, in certain other countries.

The following tables summarize the effects of foreign exchange rate variances on revenue and segment operating results (or “FX Impact”) from Viad’s significant international operations for the three and six months ended June 30, 2016 and 2015, excluding the effect of 2016 acquisitions:

Three months ended June 30, 2016 and 2015:

 

 

Revenue

 

 

Segment Operating Results

 

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

 

2016

 

 

2015

 

 

(in thousands)

 

 

2016

 

 

2015

 

 

(in thousands)

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.78

 

 

$

0.81

 

 

$

(567

)

 

$

0.78

 

 

$

0.81

 

 

$

(60

)

United Kingdom (GBP)

 

$

1.44

 

 

$

1.54

 

 

 

(3,209

)

 

$

1.42

 

 

$

1.55

 

 

 

(178

)

Europe (EUR)

 

$

1.13

 

 

$

1.11

 

 

 

171

 

 

$

1.13

 

 

$

1.11

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

 

(3,605

)

 

 

 

 

 

 

 

 

 

 

(213

)

Travel & Recreation Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.78

 

 

$

0.81

 

 

 

(839

)

 

$

0.78

 

 

$

0.81

 

 

 

(219

)

 

 

 

 

 

 

 

 

 

 

$

(4,444

)

 

 

 

 

 

 

 

 

 

$

(432

)

Six months ended June 30, 2016 and 2015:

 

 

Revenue

 

 

Segment Operating Results

 

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

 

2016

 

 

2015

 

 

(in thousands)

 

 

2016

 

 

2015

 

 

(in thousands)

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.76

 

 

$

0.80

 

 

$

(1,803

)

 

$

0.78

 

 

$

0.80

 

 

$

(55

)

United Kingdom (GBP)

 

$

1.43

 

 

$

1.53

 

 

 

(5,479

)

 

$

1.61

 

 

$

1.54

 

 

 

(30

)

Europe (EUR)

 

$

1.12

 

 

$

1.11

 

 

 

88

 

 

$

1.12

 

 

$

1.06

 

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

(7,194

)

 

 

 

 

 

 

 

 

 

 

(61

)

Travel & Recreation Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.77

 

 

$

0.81

 

 

 

(1,237

)

 

$

0.86

 

 

$

0.81

 

 

 

142

 

 

 

 

 

 

 

 

 

 

 

$

(8,431

)

 

 

 

 

 

 

 

 

 

$

81

 

Viad’s revenue and segment operating results were primarily impacted by the weakening of the British pound and Canadian dollar relative to the U.S. dollar. Future changes in the exchange rates may impact overall expected profitability and historical period-to-period comparisons when revenue and segment operating results are translated into U.S. dollars.

26


 

Analysis of Revenue and Operating Results by Reportable Segment

Marketing & Events Group

The following tables provide a comparison of the Marketing & Events Group’s reported revenue and segment operating results to organic revenue and segment operating results for the three and six months ended June 30, 2016 and 2015 in order to better understand the underlying performance of the segment without the effects of acquisitions, if any, or FX Impact.

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Change

 

(in thousands)

 

As Reported

 

 

Acquisitions

 

 

FX Impact

 

 

Organic(1)

 

 

As Reported

 

 

Acquisitions

 

 

Organic(1)

 

 

As Reported

 

 

Organic(1)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Segment

 

$

220,078

 

 

$

 

 

$

 

 

$

220,078

 

 

$

208,749

 

 

$

 

 

$

208,749

 

 

 

5.4

%

 

 

5.4

%

International Segment

 

 

72,682

 

 

 

 

 

 

(3,605

)

 

 

76,287

 

 

 

85,723

 

 

 

 

 

 

85,723

 

 

 

(15.2

)%

 

 

(11.0

)%

Intersegment eliminations

 

 

(7,332

)

 

 

 

 

 

 

 

 

(7,332

)

 

 

(7,903

)

 

 

 

 

 

(7,903

)

 

 

7.2

%

 

 

7.2

%

Total Marketing & Events

   Group

 

$

285,428

 

 

$

 

 

$

(3,605

)

 

$

289,033

 

 

$

286,569

 

 

$

 

 

$

286,569

 

 

 

(0.4

)%

 

 

0.9

%

Segment operating income (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Segment

 

$

22,502

 

 

$

 

 

$

 

 

$

22,502

 

 

$

18,974

 

 

$

 

 

$

18,974

 

 

 

18.6

%

 

 

18.6

%

International Segment

 

 

4,876

 

 

 

 

 

 

(213

)

 

 

5,089

 

 

 

11,109

 

 

 

 

 

 

11,109

 

 

 

(56.1

)%

 

 

(54.2

)%

Total Marketing & Events

   Group

 

$

27,378

 

 

$

 

 

$

(213

)

 

$

27,591

 

 

$

30,083

 

 

$

 

 

$

30,083

 

 

 

(9.0

)%

 

 

(8.3

)%

 

  

 

Six Months Ended

 

 

Six Months Ended

 

 

 

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Change

 

 

 

As Reported

 

 

Acquisitions

 

 

FX Impact

 

 

Organic(1)

 

 

As Reported

 

 

Acquisitions

 

 

Organic(1)

 

 

As Reported

 

 

Organic(1)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Segment

 

$

403,815

 

 

$

 

 

$

 

 

$

403,815

 

 

$

401,692

 

 

$

 

 

$

401,692

 

 

 

0.5

%

 

 

0.5

%

International Segment

 

 

126,763

 

 

 

 

 

 

(7,194

)

 

 

133,957

 

 

 

150,959

 

 

 

 

 

 

150,959

 

 

 

(16.0

)%

 

 

(11.3

)%

Intersegment eliminations

 

 

(9,014

)

 

 

 

 

 

 

 

 

(9,014

)

 

 

(9,154

)

 

 

 

 

 

(9,154

)

 

 

1.5

%

 

 

1.5

%

Total Marketing & Events

   Group

 

$

521,564

 

 

$

 

 

$

(7,194

)

 

$

528,758

 

 

$

543,497

 

 

$

 

 

$

543,497

 

 

 

(4.0

)%

 

 

(2.7

)%

Segment operating income (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Segment

 

$

23,364

 

 

$

 

 

$

 

 

$

23,364

 

 

$

21,611

 

 

$

 

 

$

21,611

 

 

 

8.1

%

 

 

8.1

%

International Segment

 

 

4,307

 

 

 

 

 

 

(61

)

 

 

4,368

 

 

 

12,156

 

 

 

 

 

 

12,156

 

 

 

(64.6

)%

 

 

(64.1

)%

Total Marketing & Events

   Group

 

$

27,671

 

 

$

 

 

$

(61

)

 

$

27,732

 

 

$

33,767

 

 

$

 

 

$

33,767

 

 

 

(18.1

)%

 

 

(17.9

)%

(1)

Organic revenue and segment operating results are non-GAAP financial measures that adjust for the impacts of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods presented. For more information about organic revenue and segment operating results, see the "Non-GAAP Measures" section of this MD&A.

(2)

Refer to Note 19 - Segment Information of the Notes to Condensed Consolidated Financial Statements for a reconciliation of Segment operating income to the most directly comparable GAAP measure.

Three months ended June 30, 2016 compared with the three months ended June 30, 2015

U.S. Segment

U.S. Segment revenue increased $11.3 million or 5.4 percent, primarily due to base same-show revenue growth of 2.6 percent, positive show rotation of approximately $6 million, and increased sales to corporate clients. Base same-shows represented 37.1 percent of the U.S. Segment revenue.

U.S. Segment operating income increased $3.5 million or 18.6 percent, primarily due to higher revenue.

27


 

International Segment

International Segment revenue decreased $13.0 million or 15.2 percent, primarily due to negative show rotation of approximately $12 million and an unfavorable FX Impact of $3.6 million, offset in part by new business wins and net growth in existing shows. Organic revenue decreased $9.4 million or 11.0 percent.

International Segment operating income decreased $6.2 million or 56.1 percent, primarily due to lower revenue, a non-recurring gain of $1.3 million realized in 2015 related to exiting a venue services agreement in the United Kingdom, and higher wages and performance-based incentives in the second quarter of 2016. Organic operating income decreased $6.0 million or 54.2 percent.

Six months ended June 30, 2016 compared with the six months ended June 30, 2015

U.S. Segment

U.S. Segment revenue increased $2.1 million or 0.5 percent, primarily due to base same-show revenue growth of 4.1 percent, offset in part by lower short-term event bookings due to timing and negative show rotation of approximately $1 million. Base same-shows represented 46.2 percent of the U.S. Segment revenue.

U.S. Segment operating income increased $1.8 million or 8.1 percent, primarily due to higher revenue and lower administrative expenses.

International Segment

International Segment revenue decreased $24.2 million or 16.0 percent, primarily due to negative show rotation of approximately $16 million and an unfavorable FX Impact of $7.2 million. Organic revenue decreased $17.0 million or 11.3 percent.

International Segment operating income decreased $7.8 million or 64.6 percent, primarily due to lower revenue, higher wages and performance-based incentives, and a non-recurring gain of $1.3 million realized in 2015 related to exiting a venue services agreement in the United Kingdom. Organic operating income decreased $7.8 million or 64.1 percent.

2016 Outlook

Although the Marketing & Events Group has a diversified revenue base and long-term contracts for future shows, its revenue is affected by general economic and industry-specific conditions. The prospects for individual shows tend to be driven by the success of the industry related to those shows. In general, the exhibition and event industry is experiencing modest growth.

For the 2016 full year, management expects the Marketing & Events Group’s revenue to be up mid to high-single digits from 2015 driven by positive show rotation of approximately $50 million, new business wins, and continued same-show growth, partially offset by an unfavorable FX Impact. Management anticipates an unfavorable FX Impact on the Marketing & Events Group’s 2016 full year revenue and segment operating income of approximately $24 million and $1.5 million, respectively. The expected FX Impact has increased due to the expectation that the U.S. dollar to the British pound exchange rate will be approximately $1.29 for the second half of 2016 versus the prior expectation of $1.43. Management expects full year U.S. base same-show revenue to increase at a mid-single digit rate.

Management is executing a strategic growth plan to position the Marketing & Events Group as the preferred, global full-service provider of live events, with further reach to exhibitions, congresses and conferences, corporate events, and consumer events. In support of this strategy, the Company continues to pursue opportunities to acquire businesses with proven products and services that complement, enhance, or expand the current business or offer growth opportunities to create the most comprehensive suite of services for the Live Events industry.

Additionally, management remains focused on improving the profitability of the U.S. Segment through continued efforts to more effectively manage labor costs by driving productivity gains through rigorous and strategic pre-show planning that reduces the ratio of labor costs to revenue. Improving this metric is a top priority of management and the Company continues to develop and enhance tools to support and systematize show site labor planning, measurement, and benchmarking.

28


 

Travel & Recreation Group

The following tables provide a comparison of the Travel & Recreation Group’s reported revenue and segment operating results to organic revenue and segment operating results for the three and six months ended June 30, 2016 and 2015 in order to better understand the underlying performance of the segment without the effects of acquisitions, if any, or FX Impact.

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Change

 

(in thousands)

 

As Reported

 

 

Acquisitions(1)

 

 

FX Impact

 

 

Organic(2)

 

 

As Reported

 

 

Acquisitions(1)

 

 

Organic(2)

 

 

As Reported

 

 

Organic(2)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Travel & Recreation Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hospitality

 

$

14,277

 

 

$

4,277

 

 

$

(140

)

 

$

10,140

 

 

$

8,845

 

 

$

 

 

$

8,845

 

 

 

61.4

%

 

 

14.6

%

Attractions

 

 

18,120

 

 

 

6,168

 

 

 

(450

)

 

 

12,402

 

 

 

13,276

 

 

 

 

 

 

13,276

 

 

 

36.5

%

 

 

(6.6

)%

Package Tours

 

 

5,414

 

 

 

448

 

 

 

(164

)

 

 

5,130

 

 

 

4,518

 

 

 

 

 

 

4,518

 

 

 

19.8

%

 

 

13.5

%

Transportation

 

 

3,111

 

 

 

 

 

 

(102

)

 

 

3,213

 

 

 

4,217

 

 

 

 

 

 

4,217

 

 

 

(26.2

)%

 

 

(23.8

)%

Intra-Segment Eliminations &

   Other

 

 

(439

)

 

 

 

 

 

17

 

 

 

(456

)

 

 

(390

)

 

 

 

 

 

(390

)

 

 

(12.6

)%

 

 

(16.9

)%

Total Travel & Recreation Group

 

$

40,483

 

 

$

10,893

 

 

$

(839

)

 

$

30,429

 

 

$

30,466

 

 

$

 

 

$

30,466

 

 

 

32.9

%

 

 

(0.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income (3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Travel & Recreation Group

 

$

7,058

 

 

$

1,582

 

 

$

(219

)

 

$

5,695

 

 

$

6,203

 

 

$

 

 

$

6,203

 

 

 

13.8

%

 

 

(8.2

)%

 

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Change

 

 

 

As Reported

 

 

Acquisitions(1)

 

 

FX Impact

 

 

Organic(2)

 

 

As Reported

 

 

Acquisitions(1)

 

 

Organic(2)

 

 

As Reported

 

 

Organic(2)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Travel & Recreation Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hospitality

 

$

17,127

 

 

$

4,290

 

 

$

(319

)

 

$

13,156

 

 

$

11,715

 

 

$

 

 

$

11,715

 

 

 

46.2

%

 

 

12.3

%

Attractions

 

 

18,173

 

 

 

6,207

 

 

 

(452

)

 

 

12,418

 

 

 

15,133

 

 

 

 

 

 

15,133

 

 

 

20.1

%

 

 

(17.9

)%

Package Tours

 

 

5,953

 

 

 

448

 

 

 

(214

)

 

 

5,719

 

 

 

5,291

 

 

 

 

 

 

5,291

 

 

 

12.5

%

 

 

8.1

%

Transportation

 

 

5,053

 

 

 

 

 

 

(283

)

 

 

5,336

 

 

 

6,329

 

 

 

 

 

 

6,329

 

 

 

(20.2

)%

 

 

(15.7

)%

Intra-Segment Eliminations &

   Other

 

 

(597

)

 

 

 

 

 

31

 

 

 

(628

)

 

 

(534

)

 

 

 

 

 

(534

)

 

 

(11.8

)%

 

 

(17.6

)%

Total Travel & Recreation Group

 

$

45,709

 

 

$

10,945

 

 

$

(1,237

)

 

$

36,001

 

 

$

37,934

 

 

$

 

 

$

37,934

 

 

 

20.5

%

 

 

(5.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income (loss) (3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Travel & Recreation Group

 

$

485

 

 

$

798

 

 

$

142

 

 

$

(455

)

 

$

1,394

 

 

$

 

 

$

1,394

 

 

 

(65.2

)%

 

**

 

 

** Change is greater than +/- 100 percent

(1)

Acquisitions include Maligne Lake Tours (acquired January 2016) and CATC (acquired March 2016).

(2)

Organic revenue and segment operating results are non-GAAP financial measures that adjust for the impacts of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods presented. For more information about organic revenue and segment operating results, see the “Non-GAAP Measures” section of this MD&A.

(3)

Refer to Note 19 - Segment Information of the Notes to Condensed Consolidated Financial Statements for a reconciliation of Segment operating income to the most directly comparable GAAP measure.

Three months ended June 30, 2016 compared with the three months ended June 30, 2015

Travel & Recreation Group revenue increased $10.0 million or 32.9 percent, primarily due to incremental revenue from the acquisitions of CATC and Maligne Lake Tours of $10.9 million which mainly impacted hospitality and attractions with the addition of three lodges and two sightseeing tours. This increase was offset in part by the partial closure of the Banff Gondola for renovations, the downsizing of transportation, and an unfavorable FX Impact of $0.8 million. Organic revenue remained relatively flat as compared to the corresponding period in 2015 due to increases across other hospitality and attraction assets which offset the declines at the Banff Gondola.

29


 

Travel & Recreation Group operating income increased $0.9 million or 13.8 percent, primarily due to higher revenue. Organic operating income decreased $0.5 million or 8.2 percent primarily due to the partial closure of the Banff Gondola.

Six months ended June 30, 2016 compared with the six months ended June 30, 2015

Travel & Recreation Group revenue increased $7.8 million or 20.5 percent, primarily due to incremental revenue from the acquisitions of CATC and Maligne Lake Tours of $10.9 million. Declines from the partial closure of the Banff Gondola, the downsizing of transportation, and an unfavorable FX Impact of $1.2 million, were offset in part by increases across other hospitality and attraction assets. Organic revenue decreased $1.9 million or 5.1 percent.

Travel & Recreation Group operating income decreased $0.9 million or 65.2 percent, primarily due to the partial closure of the Banff Gondola, offset in part by incremental operating income from the acquisitions of CATC and Maligne Lake Tours of $0.8 million. Organic operating income decreased $1.8 million.

Performance Measures

Management uses the following key business metrics to evaluate the Travel & Recreation Group hospitality business: revenue per available room (“RevPAR”), average daily rate (“ADR”), and occupancy. These metrics are commonly used in the hospitality industry to measure performance.

 

·

Revenue per Available Room. RevPAR is calculated as total rooms revenue divided by the total number of room nights available for all comparable Travel & Recreation Group hospitality properties during the period. Total rooms revenue does not include non-rooms revenue, which consists of ancillary revenue generated by hospitality properties, such as food and beverage and retail revenue. RevPAR measures the period-over-period change in rooms revenue for comparable hospitality properties. RevPAR is affected by average daily rate and occupancy, which have different implications on profitability.

 

·

Average Daily Rate. ADR is calculated as total rooms revenue divided by the total number of room nights sold for all comparable Travel & Recreation Group hospitality properties during the period. ADR is used to assess the pricing levels that the hospitality properties are able to generate. Increases in ADR at hospitality properties lead to increases in rooms revenue with no substantial effect on variable costs, therefore having a greater impact on margins than increases in occupancy.

 

·

Occupancy. Occupancy is calculated as the total number of room nights sold divided by the total number of room nights available for all comparable Travel & Recreation Group hospitality properties during the period. Occupancy measures the utilization of the available capacity at the hospitality properties. Increases in occupancy result in increases in rooms revenue and additional variable operating costs (including housekeeping services, utilities, and room amenity costs), as well as increased ancillary non-rooms revenue (including food and beverage and retail revenue).

Management evaluates the performance of the Travel & Recreation Group attractions business utilizing the number of passengers and total attractions revenue per passenger. The number of passengers allows management to assess the volume of visitor activity at each attraction during the period. Total attractions revenue per passenger is calculated as total attractions revenue divided by the total number of passengers at all Travel & Recreation Group attractions during the period. Total attractions revenue includes ticket sales and ancillary revenue generated by attractions, such as food and beverage and retail revenue. Total attractions revenue per passenger measures the total spend per visitor that attraction properties are able to capture, which is important to the profitability of the attractions business.

30


 

The following table provides Travel & Recreation Group same-store key performance indicators for the three and six months ended June 30, 2016 and 2015. The same-store metrics below indicate the performance of all Travel & Recreation Group properties and attractions that were owned by Viad and operating at full capacity, considering seasonal closures, for the entirety of both periods presented. For Travel & Recreation Group properties and attractions located in Canada, comparisons to the prior year are on a constant U.S. dollar basis, using the current year quarterly average exchange rates for previous periods, to eliminate the FX Impact. Management believes that this same-store constant currency basis provides better comparability between reporting periods.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2016

 

 

2015

 

 

% Change

 

 

2016

 

 

2015

 

 

% Change

 

Same-Store Key Performance Indicators (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hospitality:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room nights available

 

 

58,220

 

 

 

59,269

 

 

 

(1.8

)%

 

 

98,351

 

 

 

98,959

 

 

 

(0.6

)%

RevPAR

 

$

91

 

 

$

78

 

 

 

16.7

%

 

$

72

 

 

$

63

 

 

 

14.3

%

ADR

 

$

141

 

 

$

130

 

 

 

8.5

%

 

$

119

 

 

$

112

 

 

 

6.3

%

Occupancy

 

 

65.0

%

 

 

60.3

%

 

 

4.7

%

 

 

60.2

%

 

 

56.2

%

 

 

4.0

%

Attractions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Passengers

 

 

397,763

 

 

 

394,789

 

 

 

0.8

%

 

 

397,763

 

 

 

442,564

 

 

 

(10.1

)%

Revenue per passenger

 

$

30

 

 

$

32

 

 

 

(6.3

)%

 

$

30

 

 

$

33

 

 

 

(9.1

)%

(1)

The Same-Store Key Performance Indicators exclude Maligne Lake Tours attraction (acquired in January 2016) and CATC hospitality properties and attraction (acquired in March 2016), as they were not owned by Viad for the entirety of both periods presented.

Hospitality. Room nights available decreased during the three and six months ended June 30, 2016 primarily due to changes in the opening dates at certain seasonal Glacier Park properties as a result of management’s review of a variety of factors, including weather conditions, opening dates of other properties in the area, and availability of seasonal employees.

RevPAR increased during the three and six months ended June 30, 2016 due to increases in both ADR and occupancy across all geographies resulting from strong park visitation and management’s focus on yield management.

Attractions. The decrease in the number of passengers for the six months ended June 30, 2016 was due to the partial closure of the Banff Gondola for renovations. The lift operations of the gondola re-opened on May 1, 2016; however the ancillary retail and dining services at the gondola’s mountain top facility remained closed for renovations.  

The decrease in revenue per passenger for the three and six months ended June 30, 2016 was primarily due to the partial closure of the Banff Gondola, as well as new pricing strategies at the Columbia Icefield Glacier Adventure and the Glacier Skywalk that resulted in increased revenue from those two attractions with a greater number passengers and lower revenue per passenger.

During 2015, the Travel & Recreation Group derived approximately 73 percent of revenue and 89 percent of segment operating income from its Canadian operations, which are largely dependent on foreign customer visitation. Accordingly, the strengthening or weakening of the Canadian dollar, relative to other currencies, could affect customer volumes and the results of operations. Additionally, the Travel & Recreation Group is affected by consumer discretionary spending on tourism activities.

2016 Outlook

Management expects the Travel & Recreation Group’s revenue to increase 30 percent to 32 percent from 2015, primarily due to the January 2016 acquisition of Maligne Lake Tours and the March 2016 acquisition of CATC, which are expected to provide $31 million to $33 million in revenue and Adjusted Segment EBITDA of approximately $10 million to $12 million. Brewster’s package tours and transportation lines of business are expected to negatively impact revenue by approximately $5 million as management streamlines those operations to focus on higher return opportunities. Management anticipates an unfavorable FX Impact on the Travel & Recreation Group’s 2016 full year revenue of approximately $1.5 million and no impact to segment operating income. Renovation closures at the Banff Gondola are expected to decrease revenue by approximately $1 million.

31


 

Corporate Activities

 

 

Three Months Ended

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

June 30,

 

 

 

 

 

 

June 30,

 

 

 

 

 

(in thousands)

 

2016

 

 

2015

 

 

Percentage Change 2016 vs. 2015

 

 

2016

 

 

2015

 

 

Percentage Change 2016 vs. 2015

 

Corporate activities

 

$

2,707

 

 

$

1,983

 

 

 

36.5

%

 

$

4,618

 

 

$

4,793

 

 

 

(3.7

)%

Corporate activities expense increased $0.7 million during the three months ended June 30, 2016 as compared to the corresponding period in 2015, primarily due to an increase in performance-based compensation expense. Corporate activities expense decreased $0.2 million during the six months ended June 30, 2016, as compared to the corresponding period in 2015 primarily due to 2015 costs related to a shareholder nomination and settlement agreement and higher consulting and other transaction-related costs associated with acquisitions in 2015, offset in part by an increase in performance-based compensation expense.

Interest Expense

 

 

Three Months Ended

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

June 30,

 

 

 

 

 

 

June 30,

 

 

 

 

 

(in thousands)

 

2016

 

 

2015

 

 

Percentage Change 2016 vs. 2015

 

 

2016

 

 

2015

 

 

Percentage Change 2016 vs. 2015

 

Interest expense

 

$

1,336

 

 

$

1,103

 

 

 

21.1

%

 

$

2,620

 

 

$

2,254

 

 

 

16.2

%

Interest expense increased for the three and six months ended June 30, 2016 as compared to the corresponding periods in 2015, primarily due to higher outstanding debt balances resulting from acquisitions completed during the first quarter of 2016.

Income Taxes

The effective tax rates for the three months ended June 30, 2016 and 2015 were 31.8 percent for both periods and 31.0 percent and 26.0 percent for the six months ended June 30, 2016 and 2015, respectively. The first six months of 2015 included a $1.6 million non-cash tax benefit related to deferred taxes associated with certain foreign intangible assets.

Liquidity and Capital Resources

Cash and cash equivalents were $31.2 million as of June 30, 2016, as compared to $56.5 million as of December 31, 2015. During the six months ended June 30, 2016, the Company generated net cash flow from operating activities of $54.4 million primarily due to changes in working capital. Management believes that Viad’s existing sources of liquidity will be sufficient to fund operations and capital commitments for at least the next 12 months.

As of June 30, 2016, the Company had approximately $27.0 million of its cash and cash equivalents held outside of the United States, consisting of $10.9 million in Canada, $7.1 million in the United Kingdom, $5.9 million in the Netherlands, $1.9 million in the United Arab Emirates, and $1.2 million in Germany. There are certain earnings related to the Company’s Canadian and Netherlands operations that have historically been deemed permanently reinvested. As of June 30, 2016, the incremental tax associated with these earnings if the cash balances were repatriated to the United States would approximate $0.7 million.

Cash Flows

Operating Activities

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

Net income

 

$

12,299

 

 

$

20,160

 

Depreciation and amortization

 

 

18,557

 

 

 

17,870

 

Deferred income taxes

 

 

(3,318

)

 

 

(1,147

)

Loss from discontinued operations

 

 

550

 

 

 

70

 

Other non-cash items

 

 

5,833

 

 

 

6,430

 

Changes in assets and liabilities

 

 

20,457

 

 

 

(5,363

)

Net cash provided by operating activities

 

$

54,378

 

 

$

38,020

 

Net cash provided by operating activities increased $16.4 million primarily due to changes in working capital.

32


 

Investing Activities

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

Capital expenditures

 

$

(20,597

)

 

$

(13,150

)

Cash paid for acquired businesses

 

 

(57,766

)

 

 

(123

)

Proceeds from dispositions of property and other assets

 

 

1,008

 

 

 

751

 

Net cash used in investing activities

 

$

(77,355

)

 

$

(12,522

)

Net cash used in investing activities increased $64.8 million, primarily due to cash payments, net of cash acquired, of $57.8 million for the 2016 acquisitions of Maligne Lake Tours and CATC and an increase in capital expenditures primarily due to the Banff Gondola renovations.

Financing Activities

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2016

 

 

2015

 

Proceeds from borrowings

 

$

55,000

 

 

$

30,000

 

Payments on debt and capital lease obligations

 

 

(52,054

)

 

 

(38,100

)

Dividends paid on common stock

 

 

(4,050

)

 

 

(4,008

)

Debt issuance costs

 

 

(352

)

 

 

 

Common stock purchased for treasury

 

 

(651

)

 

 

(5,969

)

Other

 

 

39

 

 

 

2,367

 

Net cash used in financing activities

 

$

(2,068

)

 

$

(15,710

)

Net cash used in financing activities decreased $13.6 million, primarily due to an increase in net borrowings of $11.0 million related to the CATC acquisition completed in 2016 and a decrease in cash used for common stock repurchases of $5.3 million.

Debt and Capital Lease Obligations

Refer to Note 11 – Debt and Capital Lease Obligations of the Notes to Condensed Consolidated Financial Statements for further discussion.

Share Repurchases

The Board of Directors authorized the Company to repurchase shares of its common stock from time to time at prevailing market prices. During the six months ended June 30, 2015, the Company repurchased 141,462 shares on the open market for $3.8 million. No repurchases were made during the six months ended June 30, 2016. As of June 30, 2016, 440,540 shares remained available for repurchase. The authorization of the Board of Directors does not have an expiration date. In addition, during the six months ended June 30, 2016 and 2015, the Company repurchased 23,625 shares for $0.7 million and 34,184 shares for $0.9 million, respectively, related to tax withholding requirements on vested share-based awards.

Critical Accounting Policies and Estimates

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part II, Item 7) of Viad’s Annual Report on Form 10-K for the year ended December 31, 2015, for a discussion of critical accounting policies and estimates.

Impact of Recent Accounting Pronouncements

Refer to Note 1 - Basis of Presentation and Principles of Consolidation of the Notes to Condensed Consolidated Financial Statements for further information.

33


 

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 or renewal 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. Viad’s 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, capital allocations, 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 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 the “Risk Factors” section in Viad’s 2015 Annual Report.

Information about Viad obtained from sources other than the Company may be out-of-date or incorrect. Please rely only on Company press releases, SEC filings, and other information provided by the Company, keeping in mind that forward-looking statements speak only as of the date made. Viad undertakes no obligation to update any forward-looking statements, including prior forward-looking statements, to reflect events or circumstances arising after the date as of which the forward-looking statements were made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Viad’s 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 Viad’s 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, the United Kingdom, Germany, and to a lesser extent, in certain other countries. The functional currency of Viad’s 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 Viad’s condensed consolidated balance sheets. As a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to Viad’s net equity position reported in its condensed 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 losses recorded in stockholders’ equity of $18.7 million and $23.3 million as of June 30, 2016 and December 31, 2015, respectively. During the three and six months ended June 30, 2016, unrealized foreign currency translation gains of $3.5 million and $4.6 million, respectively, were recorded in other comprehensive income. During the three and six months ended June 30, 2015, unrealized foreign currency translation losses of $6.0 million and $11.6 million, respectively, were recorded in other comprehensive income.

For purposes of consolidation, revenue, expenses, gains, and losses related to Viad’s foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, Viad’s consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and segment 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 revenue and segment operating results.

34


 

The following tables summarize the FX Impact on revenue and segment operating results from Viad’s significant international operations for the three and six months ended June 30, 2016 and 2015, excluding the effect of 2016 acquisitions:

Three months ended June 30, 2016 and 2015:

 

 

Revenue

 

 

Segment Operating Results

 

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

 

2016

 

 

2015

 

 

(in thousands)

 

 

2016

 

 

2015

 

 

(in thousands)

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.78

 

 

$

0.81

 

 

$

(567

)

 

$

0.78

 

 

$

0.81

 

 

$

(60

)

United Kingdom (GBP)

 

$

1.44

 

 

$

1.54

 

 

 

(3,209

)

 

$

1.42

 

 

$

1.55

 

 

 

(178

)

Europe (EUR)

 

$

1.13

 

 

$

1.11

 

 

 

171

 

 

$

1.13

 

 

$

1.11

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

 

(3,605

)

 

 

 

 

 

 

 

 

 

 

(213

)

Travel & Recreation Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.78

 

 

$

0.81

 

 

 

(839

)

 

$

0.78

 

 

$

0.81

 

 

 

(219

)

 

 

 

 

 

 

 

 

 

 

$

(4,444

)

 

 

 

 

 

 

 

 

 

$

(432

)

 

Six months ended June 30, 2016 and 2015:

 

 

Revenue

 

 

Segment Operating Results

 

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

Weighted-Average

Exchange Rates

 

 

FX Impact

 

 

 

2016

 

 

2015

 

 

(in thousands)

 

 

2016

 

 

2015

 

 

(in thousands)

 

Marketing & Events Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.76

 

 

$

0.80

 

 

$

(1,803

)

 

$

0.78

 

 

$

0.80

 

 

$

(55

)

United Kingdom (GBP)

 

$

1.43

 

 

$

1.53

 

 

 

(5,479

)

 

$

1.61

 

 

$

1.54

 

 

 

(30

)

Europe (EUR)

 

$

1.12

 

 

$

1.11

 

 

 

88

 

 

$

1.12

 

 

$

1.06

 

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

(7,194

)

 

 

 

 

 

 

 

 

 

 

(61

)

Travel & Recreation Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada (CAD)

 

$

0.77

 

 

$

0.81

 

 

 

(1,237

)

 

$

0.86

 

 

$

0.81

 

 

 

142

 

 

 

 

 

 

 

 

 

 

 

$

(8,431

)

 

 

 

 

 

 

 

 

 

$

81

 

Viad’s revenue and segment operating results were primarily impacted by the weakening of the British pound and Canadian dollar relative to the U.S. dollar. Future changes in the exchange rates may impact overall expected profitability and historical period-to-period comparisons when revenue and segment operating results are translated into U.S. dollars.

Viad is exposed to foreign exchange transaction risk as its foreign subsidiaries have certain revenue transactions denominated in currencies other than the functional currency of the respective subsidiary. From time to time, Viad utilizes forward contracts to mitigate the impact on earnings related to these transactions due to fluctuations in foreign exchange rates. As of June 30, 2016, Viad did not have any foreign currency forward contracts outstanding.

Viad is exposed to short-term and long-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.

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 June 30, 2016, 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 June 30, 2016. 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 SEC’s 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 Company’s internal control over financial reporting during the three months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

35


 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 18 - Litigation, Claims, Contingencies, and Other of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 for this Form 10-Q) for information regarding legal proceedings involving the Company.

Item 1A. Risk Factors

In addition to other information set forth in this Form 10-Q, careful consideration should be given to the Risk Factors (Part I, Item 1A) and Management’s Discussion and Analysis of Financial Condition and Results of Operations (Part II, Item 7) in Viad’s Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect the Company’s business, financial condition, and/or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the total number of shares of Viad’s common stock that were repurchased during the three months ended June 30, 2016 by Viad pursuant to publicly announced plans or programs, as well as from employees, former employees, and non-employee directors surrendering previously owned Viad common stock (outstanding shares) to pay the taxes in connection with the vesting of restricted stock awards.

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid

Per Share

 

 

Total Number of Shares

Purchased as Part of Publicly

Announced Plans or Programs

 

 

Maximum Number of Shares

That May Yet Be Purchased

Under the Plans or Programs

 

April 1, 2016 - April 30, 2016

 

 

 

 

 

 

 

 

 

 

 

440,540

 

May 1, 2016 - May 31, 2016

 

 

 

 

 

 

 

 

 

 

 

440,540

 

June 1, 2016 - June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

440,540

 

Total

 

 

 

 

 

 

 

 

 

 

 

440,540

 

The Board of Directors authorized the Company to repurchase shares of its common stock from time to time at prevailing market prices. No shares were repurchased on the open market during the three and six months ended June 30, 2016. As of June 30, 2016, 440,540 shares remain available for repurchase. The authorization of the Board of Directors does not have an expiration date.

Effective February 24, 2016, Viad executed an amendment (the “Credit Agreement Amendment”) to its $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). The terms of the Credit Agreement Amendment allow Viad to make dividends, distributions, and repurchases with respect to the Company’s common stock in an amount of up to $20 million per calendar year, but restrict Viad from making any further stock dividends, distributions, or repurchases above such an amount unless the Company’s leverage ratio is less than or equal to 2.50 to 1.00 and no default or unmatured default, as defined in the Credit Agreement, exists. For additional information on the Credit Agreement and the Credit Agreement Amendment, refer to Note 11 – Debt and Capital Lease Obligations of the Notes to Condensed Consolidated Financial Statements.

36


 

Item 6. Exhibits

 

Exhibit #

 

Exhibit Description

 

 

 

10.A

 

Copy of form of Severance Agreement and General Release between Viad Corp and Thomas M. Kuczynski, effective as of April 27, 2016, filed as Exhibit 10 to Viad Corp’s Form 8-K/A filed April 22, 2016, is hereby incorporated by reference.

 

 

 

31.1

 

Exhibit of Certification of Chief Executive Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

 

31.2

 

Exhibit of Certification of Chief Financial Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

 

32.1

 

Additional Exhibit of Certification of Chief Executive Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 

 

 

32.2

 

Additional Exhibit of Certification of Chief Financial Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 

 

 

101.INS

 

XBRL Instance Document.*

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document.*

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.*

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.*

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document.*

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.*

 

*

Filed herewith.

**

Furnished herewith.

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

 

 

 

 

 

 

August 5, 2016

 

 

By:

 

/s/ Leslie S. Striedel

(Date)

 

 

 

 

Leslie S. Striedel

 

 

 

 

 

Chief Accounting Officer

 

 

 

 

 

(Chief Accounting Officer and Authorized Officer)

 

 

37