(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the ~~registrant~~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☒ No ☐

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☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October 27, 2017,~~May 2, 2022, there were ~~20,411,480~~20,590,577 shares of Common Stock ($1.50 par value) outstanding.

In this report, for periods presented, “we,” “us,” “our,” “the Company,” and “Viad Corp” refer to Viad Corp and its subsidiaries.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY (Continued)

Note 1. Overview and Basis of Presentation ~~and Principles~~

Basis of ~~Consolidation~~Presentation

The accompanying unaudited condensed consolidated financial statements ~~of Viad Corp (“Viad” or the “Company”) have been~~were 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 United States Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. ~~In the opinion of management, these~~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~~our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, filed with the SEC on ~~March 6, 2017.~~February 25, 2022 (“2021 Form 10-K”).

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

Nature of Business

We are a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events. During the first quarter of 2022, we rebranded GES’ brand experiences business and introduced Spiro to the market to accelerate our growth by servicing the changing needs of today’s brand marketers across a broader spectrum of their experiential marketing needs.

We operate through 3 reportable segments: Pursuit, Spiro, and GES Exhibitions as further described below. The Spiro and GES Exhibitions reportable segments are both live event businesses, and are collectively referred to as “GES.”

Pursuit

Pursuit is a collection of inspiring and unforgettable travel experiences that includes recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, FlyOver, and Sky Lagoon.

Spiro

Spiro is an experiential marketing agency that partners with leading brands around the world to manage and elevate their global experiential marketing activities. Spiro builds immersive experiences with its clients starting with the strategic plan, creating the content and design, and finishing with the delivery and execution. Spiro delivers a broad range of unique and impactful experiences for its clients, including strategic exhibition program management, corporate meetings and events, digital experiences, corporate customer centers, brand and sports activations, product launches, consumer pop-up events, on-site services, and audio visual/technology solutions.

GES Exhibitions

GES Exhibitions is a global exhibition services company with a legacy spanning over 90 years and teams throughout North America, Europe, and the Middle East. GES Exhibitions partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows, including strategy, creative & design, registration & engagement, accommodations, logistics & management, material handling, overhead sign hanging, graphics and other rental and labor services. GES Exhibitions also serves as an in-house or preferred provider of electrical and other event services within event venues, including convention centers and conference hotels.

Reclassifications

During the first quarter of 2022, we changed our segment reporting as a result of operational changes and how our chief operating decision maker (“CODM”) reviews the financial performance of GES and makes decisions regarding the allocation of resources. As a result, we changed the presentation of certain items in GES’ disaggregation of revenue and reportable segments. Refer to Note 2 – Revenue and Related Contract Costs and Contract Liabilities and Note 23 – Segment Information for additional information. We also

reclassified certain prior-year amounts to conform to current-period presentation. Such reclassifications had no impact on our results of operations or cash flows.

Impact of COVID-19

Starting in mid-March 2020, the COVID-19 pandemic created severe disruptions in the live event and tourism industries and those disruptions had a significant and negative impact on our operations and financial performance. We are not able to fully estimate the future impact of the pandemic on our business due to the evolving and uncertain nature of COVID-19, including ongoing vaccination and other mitigation efforts as well as the scope and magnitude of variants, infections, and hospitalizations. We will continue to evaluate and implement additional actions necessary to mitigate the negative financial and operational impact of COVID-19 on our business.

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
2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers	Amendment relates to the application of Topic 805, Business Combinations, to contracts with a customer acquired in a business combination after the acquirer has adopted Topic 606. ASU 2021-08 requires contract assets and contract liabilities to be accounted for as if they (the acquirer) entered into the original contract at the same time and same date as the acquiree.	1/1/2023	We are currently evaluating the potential impact of the adoption of this new guidance on our consolidated financial statements. We do not expect this new guidance will have a material impact on our consolidated financial statements.


Standard	Description	Date of adoption	Effect on the financial statements
Standards Recently Adopted
ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s	The amendment simplified the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. The amendment also required expanded disclosures about the terms and features of convertible instruments.	1/1/2022	The adoption of this new standard on January 1, 2022 did not have a material impact on our consolidated financial statements.
ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance	Amendment improves the transparency of government assistance received by most business entities by requiring annual disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements.	1/1/2022	We adopted this new standard on a prospective basis. This new guidance will be effective for our Annual Report on Form 10-K for the year ending December 31, 2022, whereby we will expand our disclosures within the scope of this new standard that are reflected in the financial statements as of the adoption date. We do not expect this new standard to have a material impact our consolidated financial statements or related disclosures.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with United States 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~~things: impairment testing of recorded ~~goodwill;~~goodwill and intangible assets and long-lived assets; allowances for uncollectible accounts receivable; sales reserve allowances; 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~~share-based compensation costs; the discount rates used to ~~determine share-based compensation costs under~~value lease obligations; the ~~fair~~redemption value ~~method;~~of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Cash, Cash Equivalents, and Restricted Cash

~~Insurance Recoveries~~Cash equivalents are highly-liquid investments with remaining maturities when purchased of three months or less. Cash and cash equivalents consist of cash and bank demand deposits and money market funds. Investments in money market funds are classified as available-for-sale and carried at fair value. Restricted cash represents collateral required for surety bonds, bank guarantees, letters of credit, and corporate credit cards.

Cash, cash equivalents, and restricted cash balances presented in the Condensed Consolidated Statements of Cash Flows consisted of the following:

~~Receipts from insurance up to the~~


	March 31,		December 31,
(in thousands)	2022		2021
Cash and cash equivalents	$	57,902	$	61,600
Restricted cash included in other current assets		5,035		2,703
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	62,937	$	64,303

Revenue Recognition

Revenue is measured based on a specified amount of consideration in a contract with a customer, net of commissions paid to customers and amounts collected on behalf of third parties. We recognize revenue when a performance obligation is satisfied by transferring control of a product or delivering the service to a customer.

Pursuit’s service revenue is derived through its admissions, accommodations, and transportation services. Product revenue is derived through food and beverage and retail sales. Revenue is recognized ~~losses~~at the time services are ~~considered recoveries and are accounted for when they are probable of receipt. Anticipated proceeds in excess~~performed or upon delivery of the product. Pursuit’s service revenue is recognized loss are considered a gain contingency. A contingency gain for anticipated insurance proceeds in excess of losses already recognized is not recognized until all contingencies relating to the insurance claim have been resolved.

On December 29, 2016, the Mount Royal Hotel was damaged by a fire and closed. During the fourth quarter of 2016, the Company recorded an asset impairment loss of $2.2 million and an offsetting impairment recovery (and related insurance receivable)over time as the ~~losses related to~~customer simultaneously receives and consumes the ~~fire were covered by Viad’s property~~benefits, and ~~business interruption insurance. During July 2017, Viad resolved~~product revenue is recognized at a point in time.

GES’ service revenue is primarily derived through its property and business interruption insurance claims for a total of $36.3 million, of which $9.0 million was received during the first six months of 2017 with the remainder received during the third quarter. The Company allocated $2.2 million to an insurance receivable, $29.3 million was recorded as an impairment recovery (partially offset by impairment charges of $0.2 million) related to construction costs to re-open the hotel, $2.2 million was recorded as a business interruption gain for the recovery of lost profits, $1.1 million was recorded as contra-expense to offset non-capitalizable costs incurred by the Company, and the remaining $1.5 million was recorded as deferred revenue, which will be recognized over the periods when the business interruption losses are actually incurred.

~~Nature of Business~~

Viad is an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, the United Arab Emirates, and Hong Kong. Viad is committed to providing unforgettable experiences to its clients and guests. Viad operates through three reportable business segments: GES U.S., GES International (collectively, “GES”), and Pursuit.

~~GES~~

~~GES is a global, full-service provider for live events that produces exhibitions, conferences, corporate events, and consumer events. GES offers a~~ comprehensive range of ~~live~~marketing, event production, and other related services ~~and a full suite of audio-visual services from creative and technology~~ to ~~content and design, along with online tools powered by next generation technologies that help clients easily manage the complexities of their events.~~

~~GES’ clients include~~ event organizers and corporate brand marketers. ~~Corporate brand marketers include exhibitors~~GES’ service revenue is earned over time over the duration of the live event, which generally lasts one to three days. Revenue for goods and ~~domestic~~services provided for which we do not have control of the goods or services before that good or service is transferred to a customer is recorded on a net basis to reflect only the fees received for arranging these services. GES’ product revenue is derived from the build of exhibits and ~~international corporations~~environments and graphics and is recognized at a point in time upon delivery of the product.

Noncontrolling Interests – Non-redeemable and Redeemable

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that ~~want~~is not attributable, directly or indirectly, to ~~promote~~us. We report non-redeemable noncontrolling interest within stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of consolidated net income or loss attributable to Viad and the non-redeemable noncontrolling interest is presented in the Condensed Consolidated Statements of Operations.

We consider noncontrolling interests with redemption features that are not solely within our control to be redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to our 56.4% equity ownership interest in Esja Attractions ehf. (“Esja”), which owns the FlyOver Iceland attraction. The Esja shareholders agreement contains a put option that gives the minority Esja shareholders the right to sell (or “put”) their ~~brands, services~~Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered mezzanine equity and ~~innovations, feature new products,~~we report it between liabilities and ~~build business relationships.~~stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the Condensed Consolidated Statements of Operations and the accretion of the redemption value is recorded as an adjustment to accumulated deficit and is included in our income (loss) per share. Refer to Note 22 – Noncontrolling Interest – Redeemable and Non-redeemable for additional information.

Convertible Preferred Stock

We record shares of convertible preferred stock based on proceeds received net of costs on the date of issuance. Redeemable preferred stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as mezzanine equity and is reported between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets.

Leases

We recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet and classify leases as either finance or operating leases. The classification of the lease determines whether we recognize the lease expense on an effective interest method basis (finance lease) or on a straight-line basis (operating lease) over the lease term. In determining whether an agreement contains a lease, we consider

if we have a right to control the use of the underlying asset during the lease term in exchange for an obligation to make lease payments arising from the lease. We recognize ROU assets and lease liabilities at commencement date, which is when the underlying asset is available for use to a lessee, based on the present value of lease payments over the lease term.

Our operating and finance leases are primarily facility, equipment, and land leases. Our facility leases comprise mainly manufacturing facilities, sales and design facilities, offices, storage and/or warehouses, and truck marshaling yards for our GES ~~serves corporate brand marketers when they exhibit at shows~~business. These facility leases generally have lease terms ranging up to 24 years. Our equipment leases comprise mainly vehicles, hardware, and ~~when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.~~

~~Pursuit~~

~~Pursuit is a collection of iconic natural and cultural destination travel experiences that enjoy perennial demand. Pursuit offers guests distinctive and world renowned experiences through~~ ~~its collection of unique hotels, lodges, recreational attractions, and transportation services~~. Pursuit is composed of four lines of business: (i) Hospitality; (ii) Attractions; (iii) Transportation, and (iv) Travel Planning. 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 and Vancouveroffice equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and ~~Glacier, Denali,~~Iceland on which our Pursuit hotels or attractions are located and ~~Kenai Fjords National Parks~~have lease terms ranging up to 46 years.

If a lease contains a renewal option that is reasonably certain to be exercised, then the lease term includes the optional periods in measuring a ROU asset and lease liability. We evaluate the reasonably certain threshold at lease commencement, and it is typically met if we identify substantial economic incentives or termination penalties. We do not include variable leases and variable non-lease components in the ~~United States.~~ calculation of the ROU asset and corresponding lease liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay our lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. We expense these variable lease payments as incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, we utilize an incremental borrowing rate based on lease term and country, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a collateralized basis and is the expected rate at which we would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term and the country.

We are also a lessor to third party tenants who either lease certain portions of facilities that we own or sublease certain portions of facilities that we lease. We record lease income from owned facilities as rental income and we record sublease income from leased facilities as an offset to lease expense in the Condensed Consolidated Statements of Operations. We classify all of our leases for which we are the lessor as operating leases.

Note 2. Revenue and Related Contract Costs and Contract Liabilities

Pursuit’s performance obligations are short-term in nature. They include the provision of a hotel room, an attraction admission, a chartered or ticketed bus or van ride, and/or the sale of food, beverage, or retail products. We recognize revenue when the service has been provided or the product has been delivered. When we extend credit, payment terms are generally within 30 days and contain no significant financing components.

GES’ performance obligations consist of services or product(s) outlined in a contract. While we often sign multi-year contracts for recurring events, the obligations for each occurrence are well defined and conclude upon the occurrence of each event. The obligations are typically the provision of services and/or sale of a product in connection with a live event. Revenue for goods and services provided for which we do not have control of the goods or services before that good or service is transferred to a customer is recorded on a net basis to reflect only the fees received for arranging these services. We recognize revenue for services generally at the close of the live event. We recognize revenue for products either upon delivery to the customer’s location, upon delivery to an event that we are serving, or when we have the right to invoice. In circumstances where a customer cancels a contract, we generally have the right to bill the customer for costs incurred to date. Payment terms are generally within 30-60 days and contain no significant financing components.

Contract Liabilities

Pursuit ~~is composed~~and GES typically receive customer deposits prior to transferring the related product or service to the customer. We record these deposits as a contract liability, which are recognized as revenue upon satisfaction of ~~Brewster Travel Canada,~~ the ~~Alaska Collection, Glacier Park, Inc.,~~related contract performance obligation(s). GES also provides customer rebates and ~~FlyOver Canada.~~volume discounts to certain event organizers that we recognize as a reduction of revenue. We include these amounts in “Contract liabilities” and “Other deferred items and liabilities” in the Condensed Consolidated Balance Sheets.

Changes to contract liabilities are as follows:


(in thousands)
Balance at December 31, 2021	$	39,662
Cash additions		42,092
Revenue recognized		(19,037	)
Foreign exchange translation adjustment		(1,656	)
Balance at March 31, 2022	$	61,061

Contract Costs

GES capitalizes certain incremental costs incurred in obtaining and fulfilling contracts. Capitalized costs principally relate to direct costs of materials and services incurred in fulfilling services of future live events, and also include up-front incentives and commissions incurred upon contract signing. We expense costs associated with preliminary contract activities (i.e. proposal activities) as incurred. Capitalized contract costs are expensed upon the transfer of the related goods or services and are included in Costs of services or Costs of products, as applicable. We include the deferred incremental costs of obtaining and fulfilling contracts in “Current contract costs” and “Other investments and assets” in the Condensed Consolidated Balance Sheets.

Changes to contract costs are as follows:


(in thousands)
Balance at December 31, 2021	$	13,790
Additions		16,017
Expenses		(6,694	)
Foreign exchange translation adjustment		36
Balance at March 31, 2022	$	23,149

~~Impact~~As of ~~Recent Accounting Pronouncements~~March 31, 2022, capitalized contract costs consisted of $0.2 million to obtain contracts and $22.9 million to fulfill contracts. We did 0t recognize an impairment loss with respect to capitalized contract costs during the three months ended March 31, 2022 or 2021.

Disaggregation of Revenue

The following ~~table provides~~tables disaggregate Pursuit and GES revenue by major service and product lines, timing of revenue recognition, and markets served:

Pursuit

During the first quarter of 2022, we reallocated certain ancillary revenue presented in Pursuit’s services revenue to better align with how we analyze revenue and depict the nature of revenue. All prior periods have been reclassified to conform to this new presentation.


	Three Months Ended
	March 31,
(in thousands)	2022		2021
Services:
Ticket revenue	$	9,202	$	1,484
Rooms revenue		6,903		4,769
Transportation		1,179		537
Other		1,370		1,095
Total services revenue		18,654		7,885
Products:
Food and beverage		4,093		1,224
Retail operations		1,037		681
Total products revenue		5,130		1,905
Total revenue	$	23,784	$	9,790

Timing of revenue recognition:
Services transferred over time	$	18,654	$	7,885
Products transferred at a point in time		5,130		1,905
Total revenue	$	23,784	$	9,790

Markets:
Banff Jasper Collection	$	14,330	$	8,460
Alaska Collection		497		289
Glacier Park Collection		1,009		578
FlyOver		4,139		463
Sky Lagoon(1)		3,809		0
Total revenue	$	23,784	$	9,790

(1)

We opened Pursuit’s Sky Lagoon attraction in Reykjavik, Iceland on April 30, 2021.

GES

During the first quarter of 2022, we changed our segment reporting as a ~~brief description~~result of ~~recent accounting pronouncements:~~operational changes and how our CODM reviews the financial performance of GES and makes decisions regarding the allocation of resources. Accordingly, GES’ new reportable segments are Spiro and GES Exhibitions. As a result, we changed certain items in the following disaggregation of revenue table. All prior periods have been reclassified to conform to the new reporting structure.


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Service lines:
Spiro	$	42,816		$	12,059
GES Exhibitions		111,831			7,152
Intersegment eliminations		(1,071	)		(66	)
Total revenue	$	153,576		$	19,145

Timing of revenue recognition:
Services transferred over time	$	132,483		$	17,015
Products transferred over time(1)		7,938			417
Products transferred at a point in time		13,155			1,713
Total revenue	$	153,576		$	19,145

Geographical markets:
North America	$	129,027		$	15,858
EMEA		25,813			3,903
Intersegment eliminations		(1,264	)		(616	)
Total revenue	$	153,576		$	19,145

~~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 which 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 impact of the adoption of this new guidance on its financial position or results of operations including analyzing its current portfolio of customer contracts. The Company has assigned internal resources in addition to the engagement of a third-party service provider to assist in the evaluation of the impact on its accounting policies, processes, and system requirements. Based on the Company’s preliminary assessment, the adoption of this standard will not have a material impact on Viad’s consolidated financial statements. Although significant additional disclosures will be required, the Company expects the immaterial impact to primarily relate to the deferral of certain commissions which were previously expensed as incurred but will generally be capitalized and amortized over the period of contract performance, and the deferral of certain costs incurred in connection with trade shows which were previously expensed as incurred but will generally be capitalized and expensed upon the completion of the show. The Company will adopt the standard on January 1, 2018 and will be using the modified retrospective transition method. Additionally, the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The Company is continuing its assessment, which may identify other impacts.
~~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 including analyzing its existing operating leases. Based on the Company’s current assessment, the adoption of this standard will have a material impact on Viad’s consolidated balance sheets, but the income statement is not expected to be materially impacted. The Company expects the most significant impact will relate to facility and equipment leases and embedded lease arrangements which are currently recorded as operating leases. The Company is continuing its assessment, which may identify other impacts. The Company will adopt the standard on January 1, 2019.
~~ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments~~	The amendment provides guidance on eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Early adoption is permitted.	~~January 1, 2018~~	~~The adoption of this new guidance is not expected to have a significant effect on Viad’s financial position or results of operations.~~
~~ASU 2016-16~~, ~~Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory~~	The amendment eliminates an exception in ASC 740 which prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The amendment requires an entity to recognize the income tax consequences of intra-entity transfers of assets other than inventory at the time that the transfer occurs.	~~January 1, 2018~~	~~The adoption of this new guidance is not expected to have a significant effect on Viad’s financial position or results of operations.~~

(1)

GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.

~~Standard~~	~~Description~~	~~Date of adoption~~	~~Effect on the financial statements~~
~~Standards Not Yet Adopted (Continued)~~
~~ASU 2017-01~~, ~~Business Combination (Topic 805) - Clarifying the Definition of a Business~~	~~The amendment provides guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.~~	~~January 1, 2018~~	~~The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements.~~
~~ASU 2017-04~~, ~~Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment~~	The amendment eliminates the requirement to estimate the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceeded its fair value. Goodwill impairment will now be recognized by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment should be applied prospectively and is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.	~~January 1, 2020~~	The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements and the Company expects the adoption to reduce the complexity surrounding the analysis of goodwill impairment.
~~ASU 2017-07~~, ~~Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension~~ ~~Cost and Net Periodic Postretirement Benefit Cost~~	The amendment requires an employer to disaggregate the service cost components from the other components of net benefit cost. The service cost components are required to be presented in operating income and the other components of net benefit cost are required to be presented outside of operating income.	~~January 1, 2018~~	The Company currently presents all components of net periodic pension and postretirement benefit costs in cost of services in the consolidated statements of operations. The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements.
~~ASU 2017-09~~, ~~Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting~~	~~The amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.~~	~~January 1, 2018~~	The Company grants share-based awards but rarely has modifications to the awards. The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements.


~~Standards Recently Adopted~~
~~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 requires 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 new guidance did not have a significant effect on Viad’s consolidated financial statements.~~
~~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.	~~January 1, 2017~~	The adoption of this new guidance resulted in a decrease of 6% to the effective tax rate during the first quarter of 2017 as compared to 2016, and resulted in a decrease of 1% to the effective tax rate during the nine months ended September 30, 2017 as compared to 2016.

Note 2. 3. Share-Based Compensation

~~The following table summarizes~~We grant share-based compensation ~~expense:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

2017

2016

Performance unit incentive plan (“PUP”)

$
3,941

$
1,601

$
7,184

$
2,952

Restricted stock

672

523

2,069

1,597

Restricted stock units

124

86

231

160

Share-based compensation before income tax benefit

4,737

2,210

9,484

4,709

Income tax benefit

(1,752
)

(812
)

(3,524
)

(1,750
)
Share-based compensation, net of income tax benefit

$
2,985

$
1,398

$
5,960

$
2,959

~~Viad did not record any share-based compensation expense through restructuring expense during~~awards to our officers, directors, and certain key employees pursuant to the ~~three months ended September 30, 2017 or 2016, and recorded zero and $0.2 million for the nine months ended September 30, 2017 and 2016, respectively.~~

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

PUP Awards

Restricted Stock

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, 2016

255,505

$
26.11

267,051

$
25.96

15,982

$
25.58

Granted

73,557

$
47.44

64,648

$
46.64

2,950

$
47.45

Vested

(76,082
)

$
23.66

(79,104
)

$
24.01

(6,182
)

$
25.05

Forfeited

(5,911
)

$
30.64

(9,807
)

$
33.84

—

$
—

Balance at September 30, 2017

247,069

$
33.10

242,788

$
31.79

12,750

$
30.90

~~Viad Corp Omnibus Incentive Plan~~

~~The~~ 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”) ~~was approved by Viad stockholders and was effective May 18, 2017. The 2017 Plan replaced the Company’s 2007 Viad Corp Omnibus Stock Plan (the “2007 Plan”)~~. ~~No further awards may be made under the 2007 Plan, although awards previously granted under the 2007 Plan will remain outstanding in accordance with their respective terms.~~ The 2017 Plan has a 10-year ~~life~~ term and provides for the following types of awards: (a) incentive and non-qualified stock ~~options,~~options; (b) restricted stock awards and restricted stock ~~units,~~units; (c) performance units or performance ~~shares,~~shares; (d) stock appreciation ~~rights,~~rights; (e) cash-based ~~awards,~~awards; and (f) certain other stock-based awards. In June 2017, ~~Viad~~we registered 1,750,000 shares of common stock issuable under the 2017 Plan. As of ~~September 30, 2017,~~March 31, 2022, there were ~~1,746,927~~427,774 shares available for future grant under the 2017 Plan.

The following table summarizes share-based compensation expense:

~~PUP Awards~~


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Performance-based restricted stock units	$	14		$	140
Restricted stock awards and restricted stock units		1,562			1,244
Stock options		590			379
Share-based compensation expense before income tax		2,166			1,763
Income tax benefit(1)		(17	)		(27	)
Share-based compensation expense, net of income tax	$	2,149		$	1,736

(1)

The 2022 and 2021 income tax benefit amount primarily reflects the tax benefit associated with our Canadian-based employees.

~~In February 2016,~~Performance-based Restricted Stock Units

Performance-based restricted stock units (“PRSUs”) are tied to our stock price and 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 uponexpected achievement of certain performance-based criteria. The ~~performance period~~vesting of PRSUs is based upon the achievement of the performance-based criteria over a three to four-year period. We account for PRSUs that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period. The estimated number of units to be achieved is ~~three years.~~updated each reporting period.

We account for PRSUs that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are recorded when they occur.

During the ~~nine~~three months ended ~~September 30, 2017, Viad~~March 31, 2022, we granted ~~$3.5~~PRSUs with a grant date fair value of $2.4 million, ~~of PUP awards~~all of which ~~$1.4 million~~ are payable in shares.

In 2022, PRSUs granted in 2019 vested and we paid $0.4 million in cash. No PRSUs were paid in shares in 2022. In 2021, PRSUs granted in 2018 vested; however, as performance metrics were not achieved, 0 awards were paid in cash or in shares.

As of ~~September 30, 2017 and December~~March 31, 2016, Viad had recorded liabilities of $10.3 million and $7.6 million, respectively, related to PUP awards. In March 2017, the PUP awards granted in 2014 vested and cash payouts of $3.7 million were distributed. In March 2016, the PUP awards granted in 2013 vested and cash payouts of $0.2 million were distributed.

~~Restricted Stock~~

~~As of September 30, 2017,~~2022, the unamortized cost of ~~all~~ outstanding ~~restricted stock awards~~equity-based PRSUs was ~~$3.1~~$4.6 million, which ~~Viad expects~~we expect to recognize ~~in the consolidated financial statements~~ over a weighted-average period of approximately ~~1.2~~2.1 years. ~~During~~Liabilities related to liability-based PRSUs were $0.1 million as of March 31, 2022 and $0.7 million as of December 31, 2021.

The following table summarizes the ~~nine~~activity of the outstanding PRSU awards:


	Equity-Based PRSUs				Liability-Based PRSUs
	Shares		Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Balance at December 31, 2021		134,152	$	37.30		77,746		$	57.13
Granted		65,000	$	36.46		0		$	0
Vested		0	$	0		(36,758	)	$	58.31
Forfeited		0	$	0		(461	)	$	56.23
Balance at March 31, 2022		199,152	$	37.03		40,527		$	56.06

Service-based Restricted Stock Awards and Restricted Stock Units

Restricted stock awards and restricted stock units are service-based awards. We account for restricted stock awards and restricted stock units that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period.

We account for restricted stock units that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are recorded when they occur.

As of March 31, 2022, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $8.0 million, which we expect to recognize over a weighted-average period of approximately 1.4 years. We withheld 14,750 shares for $0.5 million during the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, the Company repurchased 26,916~~12,055 shares for ~~$1.3~~$0.5 million ~~and 24,432 shares for $0.7 million, respectively,~~during the three months ended March 31, 2021 related to tax withholding requirements on vested share-based awards.

~~Restricted Stock Units~~

AsAggregate liabilities related to liability-based restricted stock units were $0.1 million as of ~~both September 30, 2017~~March 31, 2022 and $0.2 million as of December 31, ~~2016, Viad had aggregate liabilities recorded of $0.4 million related to restricted stock units. In February 2017, portions of~~2021. During the ~~2012 and 2014~~three months ended March 31, 2022, 3,709 restricted stock units vested, and ~~cash payouts of $0.3~~we paid $0.1 million ~~were distributed. In February 2016, portions of~~in cash. During the ~~2011, 2012, and 2013~~three months ended March 31, 2021, 3,174 restricted stock units vested, and ~~cash payouts~~we paid $0.1 million in cash.

The following table summarizes the activity of ~~$0.2 million were distributed.~~the outstanding restricted stock awards and restricted stock units:


	Equity-Based Restricted Stock Awards					Equity-Based Restricted Stock Units					Liability-Based 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, 2021		76,792		$	52.83		239,188		$	34.74		6,278		$	55.93
Granted		0		$	0		98,926		$	33.96		0		$	0
Vested		(51,331	)	$	52.05		(20,540	)	$	44.79		(3,709	)	$	56.66
Forfeited		(211	)	$	56.23		(2,811	)	$	36.87		(309	)	$	56.47
Balance at March 31, 2022		25,250		$	54.39		314,763		$	33.82		2,260		$	54.75

Stock Options

~~During~~We grant non-qualified stock options that are performance-based, as well as non-qualified stock options that are service-based. The performance-based awards are recognized on a straight-line basis over the respective performance period, and the underlying shares expected to be settled are adjusted each reporting period based on estimated future achievement of the respective performance metrics. The service-based awards are recognized on a straight-line basis over the requisite service period on a graded-vesting schedule ranging from one to three ~~and nine months ended September 30, 2017, there was no~~years.

The following table summarizes stock option ~~activity. As~~activity:


	Shares			Weighted-Average Exercise Price		Aggregate Intrinsic Value(1)
Options outstanding at December 31, 2021		312,008		$	31.01
Granted		233,970		$	33.96
Exercised		0		$	0
Forfeited		(120,000	)	$	19.30
Options outstanding at March 31, 2022		425,978		$	35.93	$	1,139,798
Options exercisable at March 31, 2022		73,028		$	36.29	$	373,364

(1)

The aggregate intrinsic value of ~~both September 30, 2017~~stock options outstanding represents the difference between our closing stock price at the end of the reporting period and ~~December 31, 2016, there were 63,773~~the exercise price, multiplied by the number of in-the-money stock options.

The following table summarizes stock options outstanding and exercisable ~~with a weighted-average exercise price~~as of ~~$16.62.~~ March 31, 2022:


	Options Outstanding						Options Exercisable
Range of exercise prices	Shares		Weighted-Average Remaining Contractual Life (in years)		Weighted-Average Exercise Price		Shares		Weighted-Average Exercise Price
$21.85		54,150		5.41	$	21.85		27,075	$	21.85
$33.96		233,970		6.90	$	33.96		0	$	0
$44.80		137,858		5.90	$	44.80		45,953	$	44.80
$21.85 - $44.80		425,978		6.39	$	35.93		73,028	$	36.29

The fair value of stock options granted in 2022 was estimated on the date of grant using the Black-Scholes option pricing model.

Following is additional information on stock options granted during the three months ended March 31, 2022 and the underlying assumptions used in assessing fair value:


	Three Months Ended
	March 31, 2022
Assumptions used to estimate fair value of stock options granted:
Risk-free interest rate		1.86	%
Expected term (in years)		4.5
Expected volatility		58.3	%
Expected dividend yield		0
Weighted average grant-date fair value per share of options granted	$	16.50

As of ~~September 30, 2017, there were no~~March 31, 2022, the total unrecognized ~~costs~~compensation cost related to non-vested stock option ~~awards.~~awards was $4.7 million. We expect to recognize such costs over a weighted-average period of approximately 1.7 years.

Note 4. Acquisitions

~~Note 3.~~ 2021 Acquisition

Golden Skybridge

On March 18, 2021, we acquired a 60% controlling interest in the Golden Skybridge attraction for total cash consideration of ~~Businesses~~

~~FlyOver Canada~~

On December 29, 2016, the Company acquired the assets and operations of FlyOver Canada, a recreational attraction that provides a virtual flight ride experience with a combination of motion seating, spectacular media, and visual effects including wind, scents, and mist. The purchase price was $68.8$15 million Canadian dollars (approximately ~~$50.9~~$12 million U.S. dollars), of which $6 million Canadian dollars (approximately $4.8 million U.S. dollars) were primarily used to fund additional experiences. The Golden Skybridge opened in ~~cash, subject to certain adjustments.~~June 2021.

The ~~following table summarizes the allocation~~fair value of ~~the aggregate purchase price paid and the amounts of~~net assets acquired ~~and liabilities assumed based on the estimated fair value~~ as of the acquisition ~~date. The allocation of the purchase price was completed as of March 31, 2017.~~

(in thousands)

Purchase price paid as:

Cash

$
50,920

Cash acquired

(6
)
Purchase price, net of cash acquired

50,914

Fair value of net assets acquired:

Inventories

$
11

Prepaid expenses

37

Property and equipment

10,867

Intangible assets

6,028

Total assets acquired

16,943

Accrued liabilities

118

Total liabilities assumed

118

Total fair value of net assets acquired

16,825

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

$
34,089

date included $2.2 million U.S. dollars in property and equipment and $6.8 million U.S. dollars in noncontrolling interest. 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 of $11.8 million U.S. dollars was recorded as ~~goodwill.~~“Goodwill.” Goodwill ~~of FlyOver Canada~~ is included in the Pursuit ~~business group and is a separate reporting unit.~~reportable segment. The primary factor that contributed to the purchase price resulting in the recognition of goodwill ~~relates~~related to future growth opportunities ~~and the expansion of the FlyOver concept.~~when combined with our other businesses. Goodwill is ~~expected to be~~not deductible for tax ~~purposes pursuant to Canadian tax regulations. The estimated values of current~~purposes. We included these assets ~~and liabilities were based upon their historical costs on~~in the Condensed Consolidated Balance Sheets from the date of ~~acquisition due to their short-term nature.~~ acquisition.

Transaction costs associated with the acquisition ~~of FlyOver Canada~~ were ~~$0.1~~$0.4 million ~~in 2017 and $0.5 million in 2016 and~~U.S. dollars during 2021, which are included in ~~cost~~“Costs of ~~services in Viad’s condensed consolidated statements of operations.~~

~~Identified intangible assets acquired~~services” in the ~~FlyOver Canada acquisition totaled $6.0 million~~Condensed Consolidated Statements of Operations.

Note 5. Inventories

We state inventories, which consist primarily of exhibit design and ~~consisted~~construction materials and supplies, as well as retail inventory, at the lower of ~~trade names of $3.7 million, customer relationships of $1.6 million,~~cost (first-in, first-out and ~~non-compete agreements of $0.7 million. The weighted-average amortization period related to the intangible assets is 9.4 years.~~

The results of operations of FlyOver Canada have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three and nine months ended September 30, 2017, revenue related to FlyOver Canada was $4.2 million and $8.0 million, respectively, and operating income was $2.2 million and $2.5 million, respectively.specific identification methods) or net realizable value.

~~Other Acquisitions~~

In March 2017, the Company completed the acquisition of the Poken event engagement technology for total cash consideration of $1.7 million, subject to certain adjustments. These assets have been included in Viad’s condensed consolidated financial statements from the date of acquisition.

~~Supplementary pro forma financial information~~

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the 2016 acquisitions of CATC Alaska Tourism Corporation (“CATC”) (acquired March 2016), the business of ON Event Services, LLC (“ON Services”) (acquired August 2016), and FlyOver Canada (acquired December 2016) had been completed on January 1, 2016:

Three Months Ended

Nine Months Ended

(in thousands, except per share data)

September 30, 2016

September 30, 2016

Revenue

$
389,877

$
991,818

Depreciation and amortization

$
14,427

$
39,565

Income from continuing operations

$
35,047

$
47,734

Net income attributable to Viad

$
33,834

$
46,198

Diluted income per share

$
1.67

$
2.28

Basic income per share

$
1.67

$
2.28

~~Note 4.~~ ~~Inventories~~

The components of inventories consisted of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Raw materials	$	1,882	$	2,350
Finished goods		7,309		6,231
Inventories	$	9,191	$	8,581

September 30,

December 31,

(in thousands)

2017

2016

Raw materials

$
18,455

$
16,846

Work in process

21,298

14,574

Inventories

$
39,753

$
31,420

Other current assets consisted of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Restricted cash	$	5,035	$	2,703
Prepaid software maintenance		4,105		4,154
Income tax receivable		2,350		1,901
Prepaid vendor payments		1,602		1,604
Prepaid taxes		106		456
Prepaid other		1,854		1,165
Other		1,675		2,097
Other current assets	$	16,727	$	14,080

September 30,

December 31,

(in thousands)

2017

2016

Prepaid vendor payments

$
6,407

$
3,633

Income tax receivable

4,282

3,614

Prepaid software maintenance

3,435

2,804

Prepaid insurance

3,030

2,479

Prepaid taxes

1,038

850

Prepaid rent

769

327

Prepaid other

3,273

731

Other

1,739

4,011

Other current assets

$
23,973

$
18,449

Property and equipment consisted of the following:


	September 30,			December 31,			March 31,			December 31,
(in thousands)	2017			2016			2022			2021
Land and land interests	$	32,599		$	31,670		$	30,621		$	30,532
Buildings and leasehold improvements		214,844			185,987			411,581			407,930
Equipment and other		347,461			326,868			420,679			413,684
Gross property and equipment		594,904			544,525			862,881			852,146
Accumulated depreciation		(299,147	)		(264,667	)		(372,591	)		(364,060	)
Property and equipment, net (excluding finance leases)								490,290			488,086
Finance lease ROU assets, net								63,696			61,022
Property and equipment, net	$	295,757		$	279,858		$	553,986		$	549,108

Depreciation expense was ~~$12.5 million and $10.0~~$11.0 million for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and $32.9 million and $25.1~~$10.9 million for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2021.

~~Non-cash increases to property~~Property and equipment related to assets acquired under capital leases were $1.1 million and $1.0 million for the nine months ended September 30, 2017 and 2016, respectively. Non-cash increases to property and equipment purchases inpurchased through accounts payable and accrued liabilities ~~were $0.8~~decreased $2.1 million during the three months ended March 31, 2022 and ~~$5.6~~decreased $0.5 million during the three months ended March 31, 2021. Capitalized interest was $1.9 million for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2022, which was primarily related to the development of Pursuit’s FlyOver attractions.

Note 7. 8. Other Investments and Assets

Other investments and assets consisted of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Self-insured liability receivable	$	6,847	$	6,847
Other mutual funds		4,005		4,057
Contract costs		2,763		2,685
Other		3,063		3,129
Other investments and assets	$	16,678	$	16,718

September 30,

December 31,

(in thousands)

2017

2016

Cash surrender value of life insurance

$
23,167

$
23,197

Self-insured liability receivable

10,463

10,463

Workers’ compensation insurance security deposits

3,550

4,050

Other mutual funds

2,560

2,062

Other

7,005

4,525

Other investments and assets

$
46,745

$
44,297

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


(in thousands)	Pursuit
Balance at December 31, 2021	$	112,078
Foreign currency translation adjustments		1,155
Balance at March 31, 2022	$	113,233

Goodwill is tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. We use a discounted expected future cash flow methodology (income approach) to estimate the fair value of our reporting units for purposes of goodwill impairment testing.

(in thousands)

GES U.S.

GES International

Pursuit

Total

Balance at December 31, 2016

$
148,277

$
34,460

$
71,285

$
254,022

Business acquisitions

—

1,060

—

1,060

Foreign currency translation adjustments

—

3,084

5,753

8,837

Balance at September 30, 2017

$
148,277

$
38,604

$
77,038

$
263,919

Intangible asset amortization expense was ~~$3.3~~$1.2 million ~~and $2.7 million~~ for both the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and $9.6 million and $6.1 million for~~ the ~~nine~~three months ended September 30, 2017 and 2016, respectively. The weighted-average amortization period of customer contracts and relationships is approximately 8.8 years, operating contracts and licenses is approximately 26.5 years, tradenames is approximately 7.2 years, non-compete agreements is approximately 2.5 years, and other amortizable intangible assets is approximately 2.6 years. TheMarch 31, 2021.

At March 31, 2022, the estimated future amortization expense related to ~~amortized~~ intangible assets ~~held at September 30, 2017~~subject to amortization is as follows:


(in thousands)
Year ending December 31,
Remainder of 2022	$	3,916
2023		4,491
2024		3,530
2025		2,233
2026		2,204
Thereafter		47,633
Total	$	64,007

(in thousands)

Year ending December 31,

Remainder of 2017

$
2,812

2018

11,014

2019

9,946

2020

8,446

2021

7,450

Thereafter

25,544

Total

$
65,212

Other current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Continuing operations:
Commissions payable	$	8,862	$	4,119
Accrued sales and use taxes		6,138		3,428
Self-insured liability		4,977		4,815
Accrued employee benefit costs		4,617		4,164
Accrued professional fees		2,035		1,671
Current portion of pension and postretirement liabilities		1,457		1,637
Accommodation service deposits		780		892
Accrued restructuring		544		864
Accrued interest payable		207		228
Other taxes		1,091		1,042
Other		5,571		4,963
Total continuing operations		36,279		27,823
Discontinued operations:
Self-insured liability		287		312
Environmental remediation liabilities		52		60
Other		94		94
Total discontinued operations		433		466
Total other current liabilities	$	36,712	$	28,289

September 30,

December 31,

(in thousands)

2017

2016

Continuing operations:

Accrued income tax payable

$
16,673

$
758

Accrued employee benefit costs

5,935

2,624

Self-insured liability accrual

5,690

5,941

Commissions payable

3,777

639

Accrued sales and use taxes

2,623

4,279

Accrued dividends

2,116

2,119

Current portion of pension liability

1,793

1,963

Deferred rent

1,656

1,535

Accrued rebates

1,061

1,078

Accrued professional fees

924

794

Accrued restructuring

750

1,924

Other taxes

3,315

4,210

Other

4,909

1,774

Total continuing operations

51,222

29,638

Discontinued operations:

Environmental remediation liabilities

661

492

Self-insured liability accrual

332

162

Other

103

98

Total discontinued operations

1,096

752

Total other current liabilities

$
52,318

$
30,390

Other deferred items and liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2022		2021
Continuing operations:
Foreign deferred tax liability	$	25,620	$	27,748
Multi-employer pension plan withdrawal liability		14,151		14,260
Self-insured excess liability		6,847		6,847
Self-insured liability		5,238		5,119
Accrued compensation		5,095		5,696
Accrued restructuring		2,664		2,571
Other		2,839		2,758
Total continuing operations		62,454		64,999
Discontinued operations:
Environmental remediation liabilities		2,169		2,168
Self-insured liability		1,514		1,535
Other		250		251
Total discontinued operations		3,933		3,954
Total other deferred items and liabilities	$	66,387	$	68,953

September 30,

December 31,

(in thousands)

2017

2016

Continuing operations:

Self-insured liability

$
14,644

$
12,981

Self-insured excess liability

10,463

10,463

Accrued compensation

9,402

8,514

Deferred rent

4,076

5,271

Foreign deferred tax liability

2,264

2,264

Accrued restructuring

1,903

1,858

Other

2,655

1,300

Total continuing operations

45,407

42,651

Discontinued operations:

Self-insured liability

3,011

3,748

Environmental remediation liabilities

1,716

3,091

Accrued income taxes

—

1,045

Other

126

199

Total discontinued operations

4,853

8,083

Total other deferred items and liabilities

$
50,260

$
50,734

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


	March 31,			December 31,
(in thousands, except interest rates)	2022			2021
2021 Credit Facility, 5.5% weighted-average interest rate at March 31, 2022 and December 31, 2021, due through 2028(1)	$	398,000		$	399,000
FlyOver Iceland Credit Facility, 4.9% weighted-average interest rate at March 31, 2022 and December 31, 2021, due through 2025(1)		5,397			5,566
FlyOver Iceland Term Loans, 3.8% weighted-average interest rate at March 31, 2022 and December 31, 2021, due through 2024(1)		712			689
Less unamortized debt issuance costs		(14,419	)		(14,804	)
Total debt		389,690			390,451
Finance lease obligations, 9.1% weighted-average interest rate at March 31, 2022 and December 31, 2021, due through 2067		66,414			63,401
Financing arrangements		3,322			5,528
Total debt and finance obligations (2)(3)		459,426			459,380
Current portion		(11,270	)		(12,800	)
Long-term debt and finance obligations	$	448,156		$	446,580

September 30,

December 31,

(in thousands, except interest rates)

2017

2016

Revolving credit facility and term loan 3.3% and 2.6% weighted-average interest rate at
   September 30, 2017 and December 31, 2016, respectively, due through 2019 ⁽¹⁾

$
184,688

$
212,750

Brewster Inc. revolving credit facility 2.7% weighted-average interest rate at
   December 31, 2016 ⁽¹⁾

—

36,456

Less unamortized debt issuance costs

(1,071
)

(1,464
)
Total debt

183,617

247,742

Capital lease obligations 4.2% and 4.9% weighted-average interest rate at September 30,
   2017 and December 31, 2016, respectively, due through 2021

1,584

1,469

Total debt and capital lease obligations

185,201

249,211

Current portion ⁽²⁾

(124,574
)

(174,968
)
Long-term debt and capital lease obligations

$
60,627

$
74,243

(1)

⁽¹⁾	Represents the weighted-average interest rate in effect at the respective periods, ~~for the revolving credit facilities and term loan borrowings,~~ including any applicable margin. The interest rates do not include amortization of ~~debt issuance costs or commitment fees.~~

⁽²⁾	~~Borrowings under the revolving credit facilities are classified as current because all borrowed amounts are due within one year.~~

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 Viad, GES, GES Event Intelligence Services, Inc., CATC, and ON Services including 65 percent of the capital stock of top-tier foreign subsidiaries.

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 there is no default or unmatured default, as defined in the Credit Agreement. 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 September 30, 2017, the fixed charge coverage ratio was 3.18 to 1.00, the leverage ratio was 1.26 to 1.00, and Viad was in compliance with all covenants under the Credit Agreement.

Effective December 28, 2016, Brewster Inc., part of Pursuit, entered into a credit agreement (the “Brewster Credit Agreement”) with a $38 million revolving credit facility (the “Brewster Revolving Credit Facility”). The Brewster Credit Agreement was used in connection with the Company’s acquisition of FlyOver Canada and has a maturity date of December 28, 2017. The Company intends to amend and extend the Brewster Revolving Credit Facility for one year. Additional loan proceeds will be used for potential future acquisitions in Canada and other general corporate purposes of Brewster Inc. Brewster Inc.’s lender has a first perfected security interest in all of the personal property of Brewster Inc. under the Brewster Revolving Credit Facility and a guaranty from Brewster Travel Canada Inc., the immediate parent of Brewster Inc., (secured by its present and future personal property), Viad, and all current or future subsidiaries of Viad that are required to be guarantors under Viad’s Credit Agreement.

As of September 30, 2017, Viad’s total debt and capital lease obligations were $185.2 million, consisting of outstanding borrowings under the Term Loan of $79.7 million, the Revolving Credit Facility of $105.0 million, and capital lease obligations of $1.6 million, offset in part by unamortized debt issuance costs of $1.1 million. As of September 30, 2017, Viad had $68.7 million of capacity remaining under the Revolving Credit Facility, reflecting borrowings of $105.0 million and $1.3 million in outstanding letters of credit. As of September 30, 2017, Brewster Inc. had $38.0 million of capacity remaining under the Brewster Revolving Credit Facility.

~~Borrowings under the Revolving Credit Facility (of which GES, GES Event Intelligence Services, Inc., CATC, and ON Services 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.

As of September 30, 2017, Viad, on behalf of its subsidiaries, had certain obligations under guarantees to third parties. 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 September 30, 2017 would be $7.5 million. These guarantees relate to facilities leased by the Company through September 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.

commitment fees.

Effective July 30, 2021, we entered into a new $500 million credit facility (the “2021 Credit Facility”). The 2021 Credit Facility provides for a $400 million Term Loan B with a maturity date of July 30, 2028 and a $100 million revolving credit facility with a maturity date of July 30, 2026. The proceeds will be used to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes.

On March 23, 2022, we entered into an amendment to the 2021 Credit Facility, which modified the revolving credit facility’s financial covenants as detailed below.

The $400 million Term Loan B proceeds were offset in part by $14.8 million in related fees. The proceeds from the Term Loan B were used to repay the $327 million outstanding balance under our then outstanding $450 million revolving credit facility. The interest rate on the Term Loan B is London Interbank Offered Rate (“LIBOR”) plus 5.00%, with a LIBOR floor of 0.50%. There are 0 financial covenants under the Term Loan B.

The following are significant terms under the revolving credit facility, as amended:

As of March 31, 2022, capacity remaining under the 2021 Credit Facility was $87.4 million, reflecting the $100 million revolving credit facility less $12.6 million in outstanding letters of credit.

Effective February 15, 2019, FlyOver Iceland ehf., (“FlyOver Iceland”) a wholly-owned subsidiary of Esja, entered into a credit agreement with a €5.0 million (approximately $5.6 million U.S. dollars) credit facility (the “FlyOver Iceland Credit Facility”) with a maturity date of March 1, 2022. The loan proceeds were used to complete the development of the FlyOver Iceland attraction.

We entered into an addendum effective December 1, 2021 wherein the principal payments were deferred for twelve months beginning December 1, 2021, with the first payment due December 1, 2022. The addendum extended the maturity date to March 1, 2025 and provided for a semi-annual waiver of certain covenants through June 30, 2022 with the first testing date as of December 31, 2022. Conditions to the addendum included securing additional capital of ISK 75.0 million (approximately $0.6 million) in January 2022, which was completed, in order to strengthen FlyOver Iceland’s liquidity position. There were no other changes to the terms of the FlyOver Iceland Credit Facility.

During 2020, FlyOver Iceland entered into three term loans totaling ISK 90.0 million (approximately $0.7 million U.S. dollars) (the “FlyOver Iceland Term Loans”). The first term loan for ISK 10.0 million was entered into effective October 15, 2020 with a maturity date of April 1, 2023 and bears interest on a seven-day term deposit at the Central Bank of Iceland. The second term loan for ISK 30.0 million was entered into effective October 15, 2020 with a maturity date of October 1, 2024 and bears interest on a seven-day term deposit at the Central Bank of Iceland plus 3.07%. The third term loan for ISK 50.0 million was entered into effective December 29, 2020 with a maturity date of February 1, 2023 and bears interest at one-month Reykjavik InterBank Offered Rate (“REIBOR”) plus 4.99%. The Icelandic State Treasury guarantees supplemental loans provided by credit institutions to companies impacted by the COVID-19 pandemic. Accordingly, the Icelandic State Treasury guaranteed the repayment of up to 85% of the principal and interest on the ISK 10.0 million and ISK 30.0 million term loans and 70% of the principal amount on the ISK 50.0 million term loan. Loan proceeds were used to fund FlyOver Iceland operations.

We have insurance premium financing arrangements in order to finance certain of our insurance premium payments. The financing arrangements are payable within the next 12 months and bear a weighted average interest rate of 2.11%.

Note 15. Common and Preferred Stock

Convertible Series A Preferred Stock

On August 5, 2020, we entered into an Investment Agreement with funds managed by private equity firm Crestview Partners, relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $135 million or $1,000 per share. The $135 million issuance was offset in part by $9.2 million of expenses related to the capital raise. We have classified the convertible preferred stock as mezzanine equity in the Condensed Consolidated Balance Sheet due to the existence of certain change in control provisions that are not solely within our control.

The Convertible Series A Preferred Stock carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option and is convertible at the option of the holders into shares of our common stock at a conversion price of $21.25 per share. Dividends paid-in-kind increase the redemption value of the preferred stock. The redemption value of the preferred stock was $141.8 million as of March 31, 2022 and $139.9 million as of March 31, 2021. Upon the occurrence of a change in control event, the holders have a right to require Viad to repurchase such preferred stock. During the three months ended March 31, 2022, $2.0 million of dividends were declared all of which were paid in cash. We intend to pay preferred stock dividends in cash for the foreseeable future.

Holders of the Convertible Series A Preferred Stock are entitled to vote with holders of Viad’s common stock on an as-converted basis.

Common Stock Repurchases

Our Board of Directors previously authorized us to repurchase shares of our common stock from time to time at prevailing market prices. Effective February 7, 2019, our Board of Directors authorized the repurchase of an additional 500,000 shares. In March 2020, our Board of Directors suspended our share repurchase program for the foreseeable future. As of March 31, 2022, 546,283 shares remain available for repurchase. Additionally, we repurchase shares related to tax withholding requirements on vested restricted stock awards. Refer to Note 3 – Share-Based Compensation.

Note 16. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) (“AOCI”) by component are as follows:


(in thousands)	Cumulative Foreign Currency Translation Adjustments			Unrecognized Net Actuarial Loss and Prior Service Credit, Net			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2021	$	(16,162	)	$	(11,267	)	$	(27,429	)
Other comprehensive income before reclassifications		3,412			—			3,412
Amounts reclassified from AOCI, net of tax		—			407			407
Net other comprehensive income		3,412			407			3,819
Balance at March 31, 2022	$	(12,750	)	$	(10,860	)	$	(23,610	)


(in thousands)	Cumulative Foreign Currency Translation Adjustments			Unrecognized Net Actuarial Loss and Prior Service Credit, Net			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2020	$	(16,686	)	$	(13,955	)	$	(30,641	)
Other comprehensive loss before reclassifications		3,977			—			3,977
Amounts reclassified from AOCI, net of tax		—			121			121
Net other comprehensive income		3,977			121			4,098
Balance at March 31, 2021	$	(12,709	)	$	(13,834	)	$	(26,543	)

Amounts reclassified that relate to our defined benefit pension and postretirement plans include the amortization of prior service costs and actuarial net losses recognized during each period presented. We recorded these costs as components of net periodic cost for each period presented. Refer to Note 18 – Pension and Postretirement Benefits for additional information.

Note 17. Income Taxes

The effective tax rate was 7.8% for the three months ended March 31, 2022 and 6.3% for the three months ended March 31, 2021.

The income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The effective tax rates for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 were ~~30.4 percent and 33.8 percent, respectively. The effective tax rates for the nine months ended September 30, 2017 and 2016 were 29.0 percent and 33.1 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 nine months ended September 30, 2017 was less than the federal statutory rate of ~~35.0 percent~~21% primarily ~~due to foreign income taxed at lower rates,~~as a result of excluding the ~~release~~tax benefits on losses recognized in the United States, United Kingdom, and other European countries where we have a valuation allowance.

We paid cash for incomes taxes of $1.4 million during the valuation allowance against certain foreign net operating losses, and the adoption of new accounting guidance, which requires the excess tax benefit on share-based compensation to be recorded to income tax expense rather than equity. The effective tax rate for the ninethree months ended ~~September 30, 2016 was less than~~March 31, 2022 and $0.7 million during the ~~federal statutory rate primarily due to foreign income taxed at lower rates.~~

~~During the nine~~three months ended ~~September 30, 2017 and 2016, cash paid for income taxes was $10.9 million and $8.4 million, respectively.~~March 31, 2021.

Note ~~16.~~ 18. Pension and Postretirement Benefits

The components of net periodic benefit cost of ~~Viad’s~~our pension and postretirement benefit plans for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016 included~~2021 consist of the following:


	Domestic Plans																		Domestic Plans
	Pension Plans						Postretirement Benefit Plans						Foreign Pension Plans						Pension Plans						Postretirement Benefit Plans					Foreign Pension Plans
(in thousands)	2017			2016			2017			2016			2017			2016			2022			2021			2022		2021			2022			2021
Service cost	$	8		$	54		$	22		$	5		$	138		$	123		$	—		$	—		$	10	$	13		$	85		$	113
Interest cost		197			257			92			126			120			124			125			114			54		55			88			76
Expected return on plan assets		(55	)		(62	)		—			—			(156	)		(142	)		(2	)		(27	)		—		—			(125	)		(125	)
Amortization of prior service credit		—			—			(107	)		(125	)		—			—			—			—			22		(1	)		—			—
Recognized net actuarial loss		106			105			3			46			48			1			134			151			23		56			35			49
Net periodic benefit cost	$	256		$	354		$	10		$	52		$	150		$	106		$	257		$	238		$	109	$	123		$	83		$	113
Settlement cost																			$	115		$	—		$	—	$	—		$	533		$	—
Total expenses																			$	372		$	238		$	109	$	123		$	616		$	113

~~The components of net periodic benefit cost of Viad’s pension and postretirement benefit plans for the nine months ended September 30, 2017 and 2016 included the following:~~

Domestic Plans

Pension Plans

Postretirement Benefit Plans

Foreign Pension Plans

(in thousands)

2017

2016

2017

2016

2017

2016

Service cost

$
56

$
74

$
69

$
74

$
396

$
368

Interest cost

604

774

311

429

348

368

Expected return on plan assets

(162
)

(192
)

—

—

(450
)

(421
)
Amortization of prior service credit

—

—

(323
)

(377
)

—

—

Recognized net actuarial loss

336

318

123

221

137

2

Net periodic benefit cost

$
834

$
974

$
180

$
347

$
431

$
317

~~Viad expects~~We expect to contribute ~~$1.6~~$0.9 million to ~~its~~our funded pension plans, ~~$0.9~~$0.9 million to ~~its~~our unfunded pension plans, and ~~$1.1~~$0.8 million to ~~its~~our postretirement benefit plans in ~~2017.~~2022. During the ~~nine~~three months ended ~~September 30, 2017, Viad~~March 31, 2022, we contributed ~~$1.4~~$0.2 million to ~~its~~our funded pension plans, ~~$0.5~~$0.2 million to ~~its~~our unfunded pension plans, and ~~$1.1~~$0.2 million to ~~its~~our postretirement benefit plans.

Note ~~17.~~ 19. Restructuring Charges

~~The Company has taken~~GES

As part of our efforts to drive efficiencies and simplify our business operations, we took certain restructuring actions designed to simplify and transform GES for greater profitability. In response to the COVID-19 pandemic in 2020, we accelerated our transformation and streamlining efforts at GES to significantly reduce ~~the Company’s~~costs and create a lower and more flexible cost structure ~~primarily within GES U.S. and GES International, as well as~~focused on servicing our more profitable market segments. These initiatives resulted in restructuring charges related to the elimination of certain positions and continuing to reduce our facility footprint at GES, as well as charges related to the ~~corporate office. As a result, the Company~~closure and liquidation of GES’ United Kingdom-based audio-visual services business.

Other Restructurings

We recorded restructuring charges in connection with the consolidation of certain support functions at our corporate headquarters and certain reorganization activities within Pursuit. These charges primarily ~~consisting~~consist of severance and related benefits ~~as a result of workforce reductions and charges related~~due to ~~the consolidation and downsizing of facilities representing the remaining operating lease obligations (net of estimated sublease income) and related costs.~~headcount reductions.

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


	GES						Other Restructurings
(in thousands)	Severance & Employee Benefits			Facilities			Severance & Employee Benefits			Total
Balance at December 31, 2021	$	1,976		$	1,433		$	26		$	3,435
Restructuring charges		229			425			—			654
Cash payments		(82	)		(429	)		(53	)		(564	)
Non-cash items(1)		(355	)		—			—			(355	)
Adjustment to liability		(2	)		1			39			38
Balance at March 31, 2022	$	1,766		$	1,430		$	12		$	3,208

GES

Other Restructurings

(in thousands)

Severance &
Employee
Benefits

Facilities

Severance &
Employee
Benefits

Total

Balance at December 31, 2016

$
2,274

$
1,092

$
416

$
3,782

Restructuring charges

442

237

138

817

Cash payments

(1,048
)

(449
)

(451
)

(1,948
)
Adjustment to liability

—

—

2

2

Balance at September 30, 2017

$
1,668

$
880

$
105

$
2,653

(1)

Represents non-cash adjustments related to a write-down of certain ROU assets as a result of vacating certain facilities prior to the lease term during the three months ended March 31, 2022.

As of ~~September 30, 2017,~~March 31, 2022, $1.5 million of the liabilities related to severance and employee benefits ~~are expected to be paid~~will remain unpaid by the end of ~~2018. Additionally, the liability~~2022. The liabilities related to ~~future lease payments~~facilities primarily include non-lease expenses that will be paid over the remaining lease ~~terms for GES.~~terms. Refer to Note 19 23 – Segment Information for information regarding restructuring charges by segment.

Note 20. Leases and Other

The balance sheet presentation of our operating and finance leases is as follows:


		March 31,		December 31,
(in thousands)	Classification on the Condensed Consolidated Balance Sheet	2022		2021
Assets:
Operating lease assets	Operating lease ROU assets	$	104,057	$	95,915
Finance lease assets	Property and equipment, net		63,696		61,022
Total lease assets		$	167,753	$	156,937

Liabilities:
Current:
Operating lease obligations	Operating lease obligations	$	13,602	$	12,451
Finance lease obligations	Current portion of debt and finance obligations		2,902		2,928
Noncurrent:
Operating lease obligations	Long-term operating lease obligations		101,325		93,406
Finance lease obligations	Long-term debt and finance obligations		63,512		60,473
Total lease liabilities		$	181,341	$	169,258

The components of lease expense consisted of the following:


	Three Months Ended
	March 31,
(in thousands)	2022		2021
Finance lease cost:
Amortization of ROU assets	$	1,051	$	1,070
Interest on lease liabilities		1,435		1,315
Operating lease cost		5,822		6,270
Short-term lease cost		364		261
Variable lease cost		1,014		942
Total lease cost, net	$	9,686	$	9,858

Other information related to operating and finance leases are as follows:


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,798		$	6,153
Operating cash flows from finance leases	$	1,467		$	274
Financing cash flows from finance leases	$	724		$	710
ROU assets obtained in exchange for lease obligations:
Operating leases	$	5,560		$	6,299
Finance leases	$	3,107		$	42,907

	March 31,			December 31,
	2022			2021
Weighted-average remaining lease term (years):
Operating leases		8.62			8.54
Finance leases		34.11			34.95
Weighted-average discount rate:
Operating leases		6.97	%		6.86	%
Finance leases		9.08	%		9.06	%

As of March 31, 2022, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, are as follows:


(in thousands)	Operating Leases			Finance Leases			Total
Remainder of 2022	$	16,842		$	6,700		$	23,542
2023		20,952			8,383			29,335
2024		19,060			7,299			26,359
2025		17,697			6,620			24,317
2026		17,319			6,411			23,730
Thereafter		68,801			187,778			256,579
Total future lease payments		160,671			223,191			383,862
Less: Amount representing interest		(45,744	)		(156,777	)		(202,521	)
Present value of minimum lease payments		114,927			66,414			181,341
Current portion		13,602			2,902			16,504
Long-term portion	$	101,325		$	63,512		$	164,837

As of March 31, 2022, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that we own, are as follows:


(in thousands)
Remainder of 2022	$	1,056
2023		1,162
2024		941
2025		784
2026		625
Thereafter		920
Total minimum rents	$	5,488

Leases Not Yet Commenced

As of March 31, 2022, we had executed a facility lease for which we did not have control of the underlying assets. Accordingly, we did not record the lease liability and ROU asset on our Condensed Consolidated Balance Sheets. This lease is for the new FlyOver attraction, FlyOver Canada Toronto. We expect the lease commencement date to begin in fiscal year 2022 with a lease term of 20 years.

Note ~~18.~~ 21. Litigation, Claims, Contingencies, and Other

~~Viad and certain of its subsidiaries~~We 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.~~us. Although the amount of liability as of ~~September 30, 2017~~March 31, 2022 with respect to ~~these~~unresolved legal matters is not ascertainable, ~~Viad believes~~we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on ~~Viad’s~~our business, financial position, or results of operations.

~~Viad~~On July 18, 2020, an off-road Ice Explorer operated by our Pursuit business was involved in an accident while enroute to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. We continue to support the victims and their families, and we are fully cooperating with the applicable regulatory authorities to investigate this accident. We immediately reported the accident to our relevant insurance carriers, who are also supporting the investigation and subsequent claims. Subject to customary deductibles, we believe that our insurance coverage is sufficient to cover potential claims related to this accident.

We are subject to various ~~U.S.~~United States 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~~we have or had operations. If ~~the Company fails~~we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and ~~Viad~~we 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~~we also ~~faces~~face exposure to actual or potential claims and lawsuits involving environmental matters relating to ~~its~~our past operations. As of ~~September 30, 2017, Viad~~March 31, 2022, we had recorded environmental remediation liabilities of ~~$2.4~~$2.2 million related to previously sold operations. Although ~~it is~~we are a party to certain environmental disputes, ~~Viad believes~~we believe 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~~our financial position or results of operations.

As of ~~September 30, 2017, Viad,~~March 31, 2022, on behalf of ~~its~~our subsidiaries, we had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities and equipment leases entered into by ~~Viad’s~~our subsidiary operations. ~~The Company~~We 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~~we would be required to make under all guarantees existing as of ~~September 30, 2017~~March 31, 2022 would be ~~$7.5~~$99.8 million. These guarantees relate to our leased equipment and facilities ~~leased by the Company~~ through ~~September 2021.~~January 2040. There are no0 recourse provisions that would enable ~~Viad~~us to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements ~~whereby Viad~~pursuant to which we could recover payments.

A significant ~~portion~~number of ~~Viad’s~~our employees are unionized and ~~the Company is~~we are a party to approximately 100 collective-bargaining agreements, with approximately one-third requiring renegotiation each year. If ~~the Company was~~we are 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~~our business and results of operations. ~~Viad believes~~We believe that relations with ~~its~~our employees are satisfactory and that collective-bargaining agreements expiring in ~~2017~~2022 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 to resolve those issues in a manner that will be reasonable and equitable to employees, customers, and stockholders.business. Although ~~the Company’s~~our 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 GES.

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 plansWe 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 September 30, 2017, 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,~~and general liabilities, which includes automobile, product ~~and~~ general liability, and client property loss claims. The aggregate amount of insurance liabilities (up to ~~the Company’s~~our retention limit) related to ~~Viad’s~~our continuing operations was ~~$20.2~~$10.2 million as of ~~September 30, 2017~~March 31, 2022, which includes ~~$14.3~~$6.2 million related to workers’ compensation liabilities, and ~~$5.9~~$4.0 million related to ~~general/auto~~general liability claims. ~~Viad has~~We have also retained and provided for certain workers’ compensation insurance liabilities in

conjunction with previously sold businesses of ~~$3.3~~$1.8 million as of ~~September 30, 2017, related to workers’ compensation liabilities.~~March 31, 2022. We are also self-insured for certain employee health benefits and the estimated employee health benefit claims incurred but not yet reported was $1.2 million as of March 31, 2022. Provisions for losses for claims incurred, including actuarially derived estimated claims incurred but not yet reported, are made based on ~~Viad’s~~our historical experience, claims frequency, and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. ~~Viad has~~We have purchased insurance for amounts in excess of the self-insured levels, which generally range from ~~$0.2~~$0.2 million to ~~$0.5~~$0.5 million on a per claim basis. ~~Viad does~~We do not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. ~~Viad’s~~Our net cash payments in connection with these insurance liabilities were ~~$1.3 million and $1.5~~$1.6 million for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and $3.8 million and $3.9~~$0.2 million for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2021.

In addition, as of ~~September 30, 2017, Viad~~March 31, 2022, we have recorded insurance liabilities of ~~$10.5~~$6.8 million related to continuing operations, which represents the amount for which ~~Viad remains~~we remain the primary obligor after self-insured insurance limits, without taking into consideration the above-referenced insurance coverage. Of this total, ~~$6.9~~$6.7 million is related to workers’ compensation liabilities and ~~$3.6~~$0.1 million related to general/auto liability claims, which ~~are~~is recorded in ~~other~~“Other deferred items and ~~liabilities~~liabilities” in ~~Viad’s condensed consolidated balance sheets~~the Condensed Consolidated Balance Sheets with a corresponding receivable in ~~other investments.~~“Other investments and assets.”

Note 22. Noncontrolling Interests – Redeemable and Non-redeemable

Redeemable noncontrolling interest

On November 3, 2017, we acquired the controlling interest (54.5% of the common stock) in Esja, a private corporation in Reykjavik, Iceland. Subsequent to additional capital contributions, our equity ownership increased to 56.4% as of March 31, 2022. Through Esja and its wholly-owned subsidiary, we are operating the FlyOver Iceland attraction.

The minority Esja shareholders have the right to sell (or “put”) their Esja shares to us based on a multiple of 5.0x EBITDA as calculated on the trailing 12 months from the most recently completed quarter before the put option exercise. The put option is only exercisable after 36 months of business operation, which will be August 2022 (the “Reference Date”), and if the FlyOver Iceland attraction has earned a minimum of €3.25 million in unadjusted EBITDA during the most recent fiscal year and during the trailing 12-month period prior to exercise (the “Put Option Condition”). The put option is exercisable during a period of 12 months following the Reference Date (the “Option Period”) if the Put Option Condition has been met. If the Put Option Condition has not been met during the first Option Period, the Reference Date will be extended for an additional 12 months up to three times. If after 72 months, the FlyOver Iceland attraction has not achieved the Put Option Condition, the put option expires. If the Put Option Condition is met during any of the Option Periods, yet the shares are not exercised prior to the end of the 12-month Option Period, the put option will expire.

The noncontrolling interest’s carrying value is determined by the fair value of the noncontrolling interest as of the acquisition date and the noncontrolling interest’s share of the subsequent net income or loss. This value is benchmarked against the redemption value of the sellers’ put option. The carrying value is adjusted to the redemption value, provided that it does not fall below the initial carrying value, as determined by the purchase price allocation. We have made a policy election to reflect any changes caused by such an adjustment to retained earnings (accumulated deficit), rather than to current earnings (loss).

Changes in the redeemable noncontrolling interest are as follows:


(in thousands)
Balance at December 31, 2021	$	5,444
Net loss attributable to redeemable noncontrolling interest		(138	)
Adjustment to the redemption value	��	351
Foreign currency translation adjustment		49
Balance at March 31, 2022	$	5,706

Non-redeemable noncontrolling interest

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. Our non-redeemable noncontrolling interest relates to the equity ownership interest that we do not own.

Changes in the non-redeemable noncontrolling interest are as follows:


(in thousands)	Glacier Park Inc.			Brewster (1)			Sky Lagoon			Total
Balance at December 31, 2021	$	15,315		$	58,601		$	11,640		$	85,556
Net loss attributable to non-redeemable noncontrolling interest		(735	)		(362	)		(107	)		(1,204	)
Foreign currency translation adjustments		3			614			120			737
Balance at March 31, 2022	$	14,583		$	58,853		$	11,653		$	85,089
Equity ownership interest that we do not own		20	%		40	%		49	%

(1)

Includes Mountain Park Lodges and our recently acquired Golden Skybridge at Brewster, part of the Banff Jasper Collection.

Note ~~19.~~ 23. Segment Information

~~Viad measures~~An operating segment is defined as a component of an enterprise that engages in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer.

During the first quarter of 2022, we changed our segment reporting as a result of operational changes and how our CODM reviews the financial performance of GES and makes decisions regarding the allocation of resources. Accordingly, GES’ new reportable segments are Spiro and GES Exhibitions. We made no changes to the Pursuit reportable segment.

We measure the profit and performance of ~~its~~our operations on the basis of segment operating income (loss) which excludes restructuring charges and recoveries and impairment ~~charges and recoveries.~~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~~Our reportable segments, with reconciliations to consolidated totals, are as follows:


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Revenue:
Pursuit	$	23,784		$	9,790
GES:
Spiro		42,816			12,059
GES Exhibitions		111,831			7,152
GES intersegment eliminations		(1,071	)		(66	)
Total GES		153,576			19,145
Total revenue	$	177,360		$	28,935

Segment operating loss:
Pursuit	$	(21,198	)	$	(18,321	)
GES:
Spiro		(239	)		(7,169	)
GES Exhibitions		(1,355	)		(12,735	)
Total GES		(1,594	)		(19,904	)
Segment operating loss		(22,792	)		(38,225	)
Corporate eliminations (1)		17			17
Corporate activities		(2,673	)		(2,005	)
Interest expense, net		(5,877	)		(5,085	)
Other expense, net		(638	)		(360	)
Restructuring charges:
Pursuit		0			(23	)
Spiro		(418	)		(50	)
GES Exhibitions		(236	)		(2,733	)
Corporate		0			(20	)
Impairment charges:
GES Exhibitions		(583	)		0
Loss from continuing operations before income taxes	$	(33,200	)	$	(48,484	)

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

2017

2016

Revenue:

GES:

U.S.

$
184,761

$
232,484

$
684,003

$
636,299

International

54,040

60,926

203,222

187,689

Intersegment eliminations

(6,682
)

(6,425
)

(17,126
)

(15,439
)
Total GES

232,119

286,985

870,099

808,549

Pursuit

106,980

97,402

159,581

143,111

Corporate eliminations ⁽¹⁾

—

(1,922
)

—

(3,086
)
Total revenue

$
339,099

$
382,465

$
1,029,680

$
948,574

Segment operating income (loss):

GES:

U.S.

$
(2,851
)

$
14,543

$
39,319

$
37,907

International

(2,870
)

644

8,491

4,951

Total GES

(5,721
)

15,187

47,810

42,858

Pursuit

53,860

44,248

53,523

44,733

Segment operating income

48,139

59,435

101,333

87,591

Corporate eliminations ⁽¹⁾

18

(518
)

50

(940
)
Corporate activities

(4,474
)

(2,772
)

(10,092
)

(7,390
)
Operating income

43,683

56,145

91,291

79,261

Interest income

74

44

174

138

Interest expense

(2,117
)

(1,489
)

(6,281
)

(4,109
)
Restructuring charges:

GES U.S.

435

(1,498
)

364

(1,791
)
GES International

(689
)

(203
)

(1,043
)

(1,374
)
Pursuit

—

—

—

(93
)
Corporate

(1
)

4

(138
)

(406
)
Impairment recoveries (charges):

Pursuit

24,467

(120
)

29,098

(120
)
Income from continuing operations before income taxes

$
65,852

$
52,883

$
113,465

$
71,506

(1)

Corporate eliminations represent the elimination of depreciation expense recorded by Pursuit associated with previously eliminated intercompany profit realized by GES for renovations to Pursuit’s Banff Gondola.

⁽¹⁾

Corporate eliminations recorded during the three and nine months ended September 30, 2017 represent the elimination of depreciation expense recorded by Pursuit associated with previously eliminated intercompany profit realized by GES for renovations to Pursuit’s Banff Gondola. The corporate eliminations recorded during the three and nine months ended September 30, 2016 represent the elimination of intercompany revenue and profit realized by GES for work completed on renovations to Pursuit’s Banff Gondola.

Additional information of our reportable segments is as follows:


	Three Months Ended March 31,
	March 31,
(in thousands)	2022		2021
Depreciation:
Pursuit	$	7,782	$	6,457
Spiro		929		1,497
GES Exhibitions		2,291		2,936
Corporate		4		12
	$	11,006	$	10,902
Amortization:
Pursuit	$	1,179	$	1,030
Spiro		52		130
GES Exhibitions		1,042		1,115
	$	2,273	$	2,275
Capital expenditures:
Pursuit	$	11,491	$	9,223
Spiro		144		148
GES Exhibitions		865		0
Corporate and other		70		0
	$	12,570	$	9,371

No asset information has been provided for our reportable segments as our CODM no longer reviews asset information by reportable segment.

Note ~~20.~~ ~~Discontinued Operations~~

Discontinued operations in 2017 includes reserves to resolve certain environmental matters and legal fees related to previously sold operations. During 2016, Viad recorded liability reserve adjustments and legal fees related to previously sold operations.

~~Note 21.~~ 24. Subsequent Event

On ~~November 3, 2017,~~April 6, 2022, we completed the acquisition of Glacier Raft Company ~~acquired the controlling interest (54.5%~~for $26.5 million, subject to working capital and other customary adjustments. This acquisition was funded via cash on hand of ~~the common stock)~~approximately $11.5 million and borrowing under our revolving credit facility of $15.0 million. The Glacier Raft Company provides guided river rafting trips operating in ~~Esja Attractions ehf. (“Esja”), for~~Pursuit’s West Glacier, Montana operations. In addition to its rafting adventures, Glacier Raft Company owns 13 log cabins, a ~~purchase price of €8.2 million (approximately $9.5 million) in cash. Esja,~~lodge, and a ~~private corporation in Reykjavik, Iceland, is developing and will operate the new FlyOver Iceland attraction. The FlyOver Iceland attraction is expected to open in 2019.~~wedding venue located on 50 acres with views into Glacier National Park.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors include, among others: the factors set forth under “Risk Factors” (Part I, Item 1A) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) in our 2021 Form 10-K filed with the SEC, as may be updated elsewhere in this report; and the information set forth in other Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC. Such risks, uncertainties, and other important factors include, among others: the short- and longer-term effects of the COVID-19 pandemic, including the demand for travel, event business and travel experiences, and levels of consumer confidence; actions that governments, businesses, and individuals take in response to the COVID-19 pandemic or any future resurgence, including limiting or banning travel; the impact of the COVID-19 pandemic, or any future resurgence, on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; and the pace of recovery following the COVID-19 pandemic or any future resurgence.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

•

the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;

•

our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;

•

general economic uncertainty in key global markets and a worsening of global economic conditions;

•

travel industry disruptions;

•

seasonality of our businesses;

•

unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;

•

our exposure to labor shortages, turnover, and labor cost increases;

•

the importance of key members of our account teams to our business relationships;

•

the competitive nature of the industries in which we operate;

•

our dependence on large exhibition event clients;

•

adverse effects of show rotation on our periodic results and operating margins;

•

transportation disruptions and increases in transportation costs;

•

natural disasters, weather conditions, accidents, and other catastrophic events;

•

our exposure to labor cost increases and work stoppages related to unionized employees;

•

our multi-employer pension plan funding obligations;

•

our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;

•

our exposure to cybersecurity attacks and threats;

•

our exposure to currency exchange rate fluctuations;

•

liabilities relating to prior and discontinued operations; and

•

compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to “Risk Factors” (Part I, Item 1A) of our 2021 Form 10-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement except as required by applicable law or regulation.

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with ~~the Annual Report on~~our 2021 Form 10-K ~~of Viad Corp (“Viad” or the “Company”) for the year ended December 31, 2016~~ and the condensed consolidated financial statements and ~~accompanying~~related notes included in this Form 10-Q. The MD&A is intended to assist in ~~providing an~~ understanding ~~of the Company’s~~our financial condition and results of operations. ~~This discussion contains forward-looking statements that involve risks~~

Overview

We are a leading global provider of extraordinary experiences, including hospitality and ~~uncertainties. Viad’s actual results could differ materially from those anticipated due~~leisure activities, experiential marketing, and live events. During the first quarter of 2022, we rebranded GES’ brand experiences business and introduced Spiro to ~~various factors discussed under “Forward-Looking Statements” and elsewhere in this Form 10-Q.~~the market to accelerate our growth by servicing the changing needs of today’s brand marketers across a broader spectrum of their experiential marketing needs.

~~Overview~~

~~Viad operates~~We operate through three reportable ~~business~~ segments: Pursuit, Spiro, and GES ~~U.S.,~~Exhibitions. The Spiro and GES ~~International (collectively, “GES”), and Pursuit.~~

~~GES~~

~~GES is a global, full-service provider for live events that produces exhibitions, conferences, corporate events, and consumer events. GES offers a comprehensive range of~~Exhibitions reportable segments are both live event ~~services~~companies, and ~~a full suite of audio-visual services from creative and technology~~are collectively referred to ~~content and design, along with online tools powered by next generation technologies that help clients easily manage~~as “GES.”

COVID-19 Pandemic

Starting in mid-March 2020, the ~~complexities of their events.~~

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.

~~Markets Served~~

~~GES U.S. and GES International both offer a full suite of services for event organizers and corporate brand marketers across four~~COVID-19 pandemic created severe disruptions in the live event ~~markets: (i) Exhibitions; (ii) Conferences; (iii) Corporate Events,~~ and ~~(iv) Consumer Events (collectively, “Live Events”).~~tourism industries and those disruptions had a significant and negative impact on our operations and financial performance. We are not able to fully estimate the future impact of the pandemic on our business due to the evolving and uncertain nature of COVID-19, including ongoing vaccination and other mitigation efforts as well as the scope and magnitude of variants, infections, and hospitalizations. We will continue to evaluate and implement additional actions necessary to mitigate the negative financial and operational impact of COVID-19 on our business. For a discussion of COVID-19 related risks and uncertainties that may affect our business, refer to “Risk Factors” (Part I, Item 1A) of our 2021 Form 10-K.

~~Services Offered~~Seasonality

~~GES offers a comprehensive range~~Pursuit’s peak activity occurs during the summer months. During 2021, 82% of ~~services~~Pursuit’s revenue was earned in the second and ~~innovative technology to event organizers and corporate brand marketers including (i) Core Services; (ii) Event Technology, and (iii) Audio-Visual:~~

~~Core Services~~. GES provides official contracting services and products to event organizers and corporate brand marketers for Live Events. Contracting services and products are provided primarily to Exhibitions and to a lesser degree to Conferences, Corporate Events, and Consumer Events.

~~Event Technology.~~ ~~GES offers a comprehensive range~~third quarters. We seasonally closed Pursuit’s non-year-round properties during the first quarter of ~~event technology services including event accommodation solutions, registration and data analytics, and event management tools.~~

~~Event accommodation solutions~~. GES U.S. provides end-to-end event accommodation services in North America. GES is responsible for researching and recommending local hotels, securing room blocks, marketing reserved room blocks to event attendees and corporate brand marketers, managing attendee and corporate brand marketer reservations, and addressing any accommodations concerns during the show.

~~Registration and data analytics~~. GES U.S. and GES International provide both a software-as-a-service model and fully managed options for registration and ticketing, lead management, and reporting and analytics. Their multi-lingual and multi-currency technology enables a common platform for global event organizers.

~~Event management tools~~. GES U.S. and GES International provide event management tools for Live Events which include online ordering capabilities, sponsoring management tools, content management systems, and Live Event tracking.

~~Audio-Visual.~~ GES U.S. and GES International offer a variety of audio-visual and digital services for Live Events and corporate brand marketers. GES combines the science of innovative digital solutions with the latest audio-visual 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.

~~Seasonality~~2022.

~~GES U.S. and GES International exhibition and~~GES’ live event activity can vary significantly from quarter to quarter and year to year depending on the frequency and timing of ~~shows, as some~~shows. Some shows are not held ~~each year~~annually and some ~~may~~ shift between quarters. Show rotation refers to shows that occur less frequently than annually, as well as annual shows that shift quarters from one year to the next. During the first quarter of 2022, we saw an acceleration in the recovery of in-person trade shows as event organizers began to hold larger-scale face-to-face live events amid the COVID-19 pandemic.

Results of Operations

Financial Highlights


	Three Months Ended
	March 31,
(in thousands, except per share data)	2022			2021			Change vs. 2021
Total revenue	$	177,360		$	28,935		**
Net loss attributable to Viad	$	(29,001	)	$	(43,152	)		32.8	%
Segment operating loss(1)	$	(22,792	)	$	(38,225	)		40.4	%
Diluted loss per common share from continuing operations attributable to Viad common stockholders	$	(1.54	)	$	(2.23	)		30.9	%

** Change is greater than +/- 100%

~~Pursuit~~

Pursuit is a collection of iconic natural and cultural destination travel experiences that enjoy perennial demand. Pursuit offers guests distinctive and world renowned experiences through its collection of unique hotels, lodges, recreational attractions, and transportation services. Pursuit is composed(1)

Refer to Note 23 – Segment Information of the ~~following collections:~~

~~Brewster Travel Canada~~ isNotes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a leading travel and tourism provider in the Canadian Rockies in Alberta, Canada with two lodging properties in Banff National Park, one lodging property in Jasper National Park, five world-class recreational attractions, food and beverage services, retail operations, sightseeing and transportation services.

~~Alaska Collection~~ is a leading travel and tourism provider in Alaska with two lodging properties and a sightseeing excursion in Denali National Park and Preserve, a lodge in Talkeetna, Alaska’s top-rated wildlife and glacier cruise, and two lodging properties located near Kenai Fjords National Park. The Alaska Collection also provides food and beverage services and retail operations with respect to those properties.

~~Glacier Park, Inc.~~ ~~is an operator of seven lodging properties, 12 retail shops, and 11 dining outlets in and around Glacier National Park in Montana, one~~reconciliation of the non-GAAP financial measure, segment operating loss, to the most visited national parks in the United States, and Waterton Lakes National Park in Alberta, Canada, with a leading share of rooms in that market. Glacier Park, Inc. is an 80 percent owned subsidiary of Viad.

directly comparable GAAP measure.

~~FlyOver Canada~~ is a recreational attraction that provides a virtual flight ride experience located in Vancouver, Canada that combines motion seating, spectacular media, and visual effects including wind, scents, and mist to give the unforgettable experience of flying across Canada.

Pursuit is composed of four lines of business: (i) Hospitality (including food and beverage services and retail operations); (ii) Attractions (including food and beverage services and retail operations); (iii) Transportation; and (iv) Travel Planning. 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 and Vancouver in Canada, and Glacier, Denali, and Kenai Fjords National Parks in the United States.

~~Seasonality~~

~~Pursuit experiences peak activity during the summer months. During 2016, 90 percent of Pursuit’s revenue was earned in the second and third quarters.~~

~~Results of Operations~~

~~Financial Highlights~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands, except per share data)

2017

2016

Percentage
Change

2017

2016

Percentage
Change

Revenue

$
339,099

$
382,465

(11.3
)%

$
1,029,680

$
948,574

8.6
%
Net income attributable to Viad

$
44,657

$
33,792

32.2
%

$
79,381

$
46,318

71.4
%
Segment operating income ⁽¹⁾

$
48,139

$
59,435

(19.0
)%

$
101,333

$
87,591

15.7
%
Diluted income per common share from continuing operations attributable to Viad common stockholders

$
2.19

$
1.68

30.4
%

$
3.91

$
2.33

67.8
%

Three months ended ~~September 30, 2017~~March 31, 2022 compared with the three months ended ~~September 30, 2016~~March 31, 2021

•

Total revenue ~~decreased $43.4~~increased $148.4 million ~~or 11.3 percent,~~during the three months ended March 31, 2022 as the COVID-19 pandemic-related restrictions lessened and people felt more comfortable traveling and gathering in larger groups. Live events at GES increased as certain previously cancelled shows in 2021 and 2020 took place during the first quarter of 2022, although at reduced capacities from pre-COVID-19 levels. All of Pursuit’s year-round properties were open during the first quarter of 2022.

•

Net loss attributable to Viad improved $14.2 million during the three months ended March 31, 2022, primarily reflecting higher revenue during 2022 and a $2.2 million decrease in restructuring charges for the three months ended March 31, 2022.

•

Total segment operating loss improved $15.4 million during the three months ended March 31, 2022, primarily due to ~~negative show rotation of approximately $75 million~~higher revenue at ~~GES. This decrease was offset in part by underlying growth at both~~ GES and Pursuit, incremental revenue from the acquisitions of the business of ON Event Services, LLC (“ON Services”), FlyOver Canada, and the Poken event engagement technology (“Poken”) of $13.1 million, and a favorable foreign exchange impact of $3.4 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.

~~Net income attributable to Viad~~ ~~increased $10.9 million, primarily due to impairment recoveries related to the Mount Royal Hotel fire and higher segment operating income from~~ Pursuit, offset in part by ~~decreased segment operating income at~~a $9.1 million gain on sale of a GES ~~primarily due to negative show rotation.~~

warehouse in Orlando in 2021.

•

~~Total segment operating income~~⁽¹⁾~~decreased $11.3 million primarily due to the decrease in revenue.~~

~~Nine months ended September 30, 2017 compared with the nine months ended September 30, 2016~~

~~Total revenue~~ increased $81.1 million or 8.6 percent, primarily due to incremental revenue from the acquisitions of ON Services, FlyOver Canada, and Poken of $49.8 million and underlying growth at both GES and Pursuit. This increase was offset in part by an unfavorable foreign exchange impact of $10.6 million and negative show rotation of approximately $6 million.

~~Net income attributable to Viad~~ increased $33.1 million, primarily due to impairment recoveries related to the Mount Royal Hotel fire, increased segment operating income at Pursuit and GES, and a decrease in restructuring charges, offset in part by higher corporate activities expense due to an increase in performance-based compensation driven by the Company’s stock price appreciation, and higher interest expense.

•

~~Total segment operating income~~⁽¹⁾~~increased $13.7 million, primarily due to the increase in revenue.~~

⁽¹⁾	~~Refer to Note 19~~ – Segment Information of the Notes to Condensed Consolidated Financial Statements for a reconciliation of the non-GAAP financial measure, segment operating income, to the most directly comparable GAAP measure.

~~Foreign Exchange Rate Variances~~

~~Viad conducts its foreign operations primarily in Canada, the United Kingdom, the Netherlands, 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 nine months ended September 30, 2017 and 2016, excluding the effect of acquisitions completed during 2017 and 2016:

~~Three months ended September 30, 2017 compared with the three months ended September 30, 2016~~

Revenue

Segment Operating Results

Weighted-Average
Exchange Rates

FX Impact

Weighted-Average
Exchange Rates

FX Impact

2017

2016

(in thousands)

2017

2016

(in thousands)

GES:

Canada (CAD)

$
0.80

$
0.77

$
680

$
0.80

$
0.77

$
44

United Kingdom (GBP)

$
1.32

$
1.31

235

$
1.31

$
1.32

115

Europe (EUR)

$
1.19

$
1.12

382

$
1.18

$
1.14

13

1,297

172

Pursuit

Canada (CAD)

$
0.80

$
0.77

2,119

$
0.80

$
0.77

1,218

$
3,416

$
1,390

~~Nine months ended September 30, 2017 compared with the nine months ended September 30, 2016~~

Revenue

Segment Operating Results

Weighted-Average
Exchange Rates

FX Impact

Weighted-Average
Exchange Rates

FX Impact

2017

2016

(in thousands)

2017

2016

(in thousands)

GES:

Canada (CAD)

$
0.76

$
0.76

$
(202
)

$
0.76

$
0.78

$
(221
)
United Kingdom (GBP)

$
1.28

$
1.38

(11,395
)

$
1.28

$
1.25

(210
)
Europe (EUR)

$
1.11

$
1.12

(100
)

$
1.12

$
1.13

(39
)

(11,697
)

(470
)
Pursuit

Canada (CAD)

$
0.78

$
0.77

1,134

$
0.78

$
0.77

762

$
(10,563
)

$
292

Viad’s three months ended September 30, 2017 revenue and segment operating results were primarily impacted by the strengthening of the Canadian dollar relative to the U.S. dollar. Viad’s nine months ended September 30, 2017 revenue and segment operating results were primarily impacted by the weakening of the British pound and the strengthening of the 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.

Analysis of Revenue and Operating Results by Reportable Segment

~~GES~~Pursuit

The following ~~tables provide a comparison of GES’ reported revenue and segment operating results to organic revenue~~⁽³⁾ ~~and organic segment operating results~~⁽³⁾ ~~for the three and nine months ended September 30, 2017 and 2016 in order to better understand the underlying performance of the segment without the effects of acquisitions or FX Impact.~~

Three Months Ended

Three Months Ended

September 30, 2017

September 30, 2016

Change

(in thousands)

As Reported

Acquisitions⁽¹⁾

FX Impact

Organic⁽³⁾

As Reported

Acquisitions⁽²⁾

Organic⁽³⁾

As Reported

Organic⁽³⁾

Revenue:

GES:

U.S.

$
184,761

$
19,063

$
—

$
165,698

$
232,484

$
10,354

$
222,130

(20.5
)%

(25.4
)%
International

54,040

152

1,297

52,591

60,926

—

60,926

(11.3
)%

(13.7
)%
Intersegment eliminations

(6,682
)

—

—

(6,682
)

(6,425
)

—

(6,425
)

(4.0
)%

(4.0
)%
Total GES

$
232,119

$
19,215

$
1,297

$
211,607

$
286,985

$
10,354

$
276,631

(19.1
)%

(23.5
)%
Segment operating income (loss) ⁽⁴⁾:

GES:

U.S.

$
(2,851
)

$
(1,080
)

$
—

$
(1,771
)

$
14,543

$
458

$
14,085

**

**

International

(2,870
)

(269
)

172

(2,773
)

644

—

644

**

**

Total GES

$
(5,721
)

$
(1,349
)

$
172

$
(4,544
)

$
15,187

$
458

$
14,729

**

**

Nine Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

Change

(in thousands)

As Reported

Acquisitions⁽¹⁾

FX Impact

Organic⁽³⁾

As Reported

Acquisitions⁽²⁾

Organic⁽³⁾

As Reported

Organic⁽³⁾

Revenue:

GES:

U.S.

$
684,003

$
56,544

$
—

$
627,459

$
636,299

$
15,398

$
620,901

7.5
%

1.1
%
International

203,222

738

(11,697
)

214,181

187,689

—

187,689

8.3
%

14.1
%
Intersegment eliminations

(17,126
)

—

—

(17,126
)

(15,439
)

—

(15,439
)

(10.9
)%

(10.9
)%
Total GES

$
870,099

$
57,282

$
(11,697
)

$
824,514

$
808,549

$
15,398

$
793,151

7.6
%

4.0
%
Segment operating income (loss)⁽⁴⁾:

GES:

U.S.

$
39,319

$
(913
)

$
—

$
40,232

$
37,907

$
543

$
37,364

3.7
%

7.7
%
International

8,491

(463
)

(470
)

9,424

4,951

—

4,951

71.5
%

90.3
%
Total GES

$
47,810

$
(1,376
)

$
(470
)

$
49,656

$
42,858

$
543

$
42,315

11.6
%

17.3
%

** Change is greater than +/- 100 percent

⁽¹⁾	~~Acquisitions include ON Services (acquired August 2016) for GES U.S. and Poken (acquired March 2017) for GES International and GES U.S.~~

⁽²⁾	To maximize synergies, GES’ existing in-house audio-visual services team was merged into ON Services. Accordingly, the amounts for GES U.S. acquisitions include results from the existing in-house audio-visual services team.

⁽³⁾

Organic revenue and organic 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 organic segment operating results, see the “Non-GAAP Measures” section of this MD&A.

⁽⁴⁾	~~Refer to Note 19~~ – Segment Information of the Notes to Condensed Consolidated Financial Statements for a reconciliation of the non-GAAP financial measure, segment operating income (loss), to the most directly comparable GAAP measure.

~~Three months ended September 30, 2017 compared with the three months ended September 30, 2016~~

~~GES U.S.~~

~~GES U.S. revenue~~ decreased $47.7 million or 20.5 percent, primarily due to negative show rotation of approximately $63 million and other non-recurring business in the comparable prior period, offset in part by incremental revenue of $8.7 million from the acquisitions of ON Services and Poken, new business wins, and U.S. base same-show revenue growth of 1.6 percent. U.S. base same-show revenue growth was lower due to one event with a reduced scope of service as result of a venue change. Base same-shows represented 37.0 percent of GES’ U.S. organic revenue*. Organic revenue* decreased $56.4 million or 25.4 percent.

~~GES U.S. operating results~~ decreased $17.4 million to an operating loss of $2.9 million. This decrease was primarily due to the decrease in revenue driven by negative show rotation, offset in part by lower performance-based compensation expense and income of $2.8 million from a contract settlement. Organic operating income* decreased $15.9 million.

~~GES International~~

~~GES International revenue~~ decreased $6.9 million or 11.3 percent, primarily due to negative show rotation of approximately $12 million, offset in part by new business wins and a favorable FX Impact of $1.3 million. Organic revenue* decreased $8.3 million or 13.7 percent.

~~GES International operating results~~ decreased $3.5 million to an operating loss of $2.9 million. This decrease was primarily due to the decrease in revenue driven by negative show rotation. Organic operating income* decreased $3.4 million.

~~Nine months ended September 30, 2017 compared with the nine months ended September 30, 2016~~

~~GES U.S.~~

~~GES U.S. revenue~~ increased $47.7 million or 7.5 percent, primarily due to incremental revenue of $41.1 million from the acquisitions of ON Services and Poken and U.S. base same-show revenue growth of 4.4 percent, offset in part by negative show rotation of approximately $7 million. Base same-shows represented 35.4 percent of GES’ U.S. organic revenue*. Organic revenue* increased $6.6 million or 1.1 percent.

~~GES U.S. operating income~~ increased $1.4 million or 3.7 percent, primarily due to higher revenue, offset in part by a $7.5 million increase in depreciation and amortization expense primarily due to the acquisition of ON Services. Organic operating income* increased $2.9 million or 7.7 percent.

~~GES International~~

~~GES International revenue~~ increased $15.5 million or 8.3 percent, primarily due to new business wins, offset in part by an unfavorable FX Impact of $11.7 million. GES International had positive show rotation of approximately $1.0 million. Organic revenue* increased $26.5 million or 14.1 percent.

~~GES International operating income~~ ~~increased $3.5 million or 71.5 percent, primarily due to higher revenue. Organic operating income* increased $4.5 million or 90.3 percent.~~

* Refer to footnote (3) in the above tables for more information about the non-GAAP financial measures of organic revenue and organic segment operating results.

~~2017 Outlook~~

Although GES 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 2017 full year, management expects GES’ revenue to increase 6 percent to 7 percent versus 2016. The August 2016 acquisition of ON Services and the March 2017 acquisition of Poken are expected to provide incremental revenue of $43 million to $45 million and incremental Adjusted Segment EBITDA of $5 million to $7 million. Show rotation is expected to have a net negative impact on GES’ revenue of approximately $10 million compared to 2016. GES U.S. base same-show revenue is expected to increase at a mid-single digit rate. Management anticipates an unfavorable FX Impact on GES’ 2017 full year revenue and segment operating income of approximately $7 million and $0.2 million, respectively. The expected FX Impact reflects the assumption that the U.S. dollar to the British pound exchange rate will be $1.31 and the U.S. dollar to the Canadian dollar exchange rate will be $0.81 during the fourth quarter of 2017. For more information about Adjusted Segment EBITDA and segment operating income, see the “Non-GAAP Measures” section of this MD&A.

Management is executing a strategic growth plan to position GES as the preferred global, full-service provider for Live Events, with further reach to corporate events, consumer events, conferences, and exhibitions. In support of this strategy, the Company has acquired two leading audio-visual production businesses and four leading event technology businesses since 2014 that complement, enhance, and expand the current business and offer higher-margin growth opportunities. Management continues to pursue additional opportunities to acquire businesses with proven products and services to create the most comprehensive suite of services for the Live Events industry. During 2017, management intends to make selective investments in additional resources to capitalize on continued growth opportunities in under-penetrated categories of Live Events, such as corporate events and consumer events, and in cross-selling new services.

Additionally, management remains focused on improving the profitability of GES 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.

~~Pursuit~~

~~The following tables provide~~table presents a comparison of Pursuit’s reported revenue and segment operating ~~results to organic revenue~~⁽²⁾ ~~and organic segment operating results~~⁽²⁾loss for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016 in order~~2021:


	Three Months Ended
	March 31,
(in thousands)	2022			2021			Change vs. 2021
Revenue(1):
Pursuit:
Attractions	$	12,501		$	2,256		**
Hospitality		9,415			6,941			35.6	%
Transportation		1,288			533		**
Other		580			60		**
Total Pursuit	$	23,784		$	9,790		**

Segment operating loss(2):
Total Pursuit	$	(21,198	)	$	(18,321	)		(15.7	)%

** Change is greater than +/- 100%

(1)

Revenue by line of business does not agree to ~~better understand the underlying performance~~Note 2 – Revenue and Related Contract Costs and Contract Liabilities of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) as the amounts in the above table include product revenue from food and beverage and retail operations within each line of business.

(2)

Refer to Note 23 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment ~~without~~operating loss, to the ~~effects of acquisitions or FX Impact.~~

Three Months Ended

Three Months Ended

September 30, 2017

September 30, 2016

Change

(in thousands)

As Reported

Acquisitions⁽¹⁾

FX Impact

Organic⁽²⁾

As Reported

Acquisitions

Organic⁽²⁾

As Reported

Organic⁽²⁾

Revenue:

Pursuit:

Hospitality

$
39,577

$
—

$
236

$
39,341

$
39,664

$
—

$
39,664

(0.2
)%

(0.8
)%
Attractions

59,059

4,227

1,700

53,132

42,883

—

42,883

37.7
%

23.9
%
Transportation

6,252

—

201

6,051

5,097

—

5,097

22.7
%

18.7
%
Travel Planning

2,874

—

29

2,845

10,908

—

10,908

(73.7
)%

(73.9
)%
Intra-Segment Eliminations & Other

(782
)

—

(47
)

(735
)

(1,150
)

—

(1,150
)

32.0
%

36.1
%
Total Pursuit

$
106,980

$
4,227

$
2,119

$
100,634

$
97,402

$
—

$
97,402

9.8
%

3.3
%

Segment operating income ⁽³⁾:

Total Pursuit

$
53,860

$
2,227

$
1,218

$
50,415

$
44,248

$
—

$
44,248

21.7
%

13.9
%
most directly comparable GAAP measure.

Nine Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

Change

(in thousands)

As Reported

Acquisitions⁽¹⁾

FX Impact

Organic⁽²⁾

As Reported

Acquisitions⁽¹⁾

Organic⁽²⁾

As Reported

Organic⁽²⁾

Revenue:

Pursuit:

Hospitality

$
55,279

$
13,440

$
145

$
41,694

$
56,791

$
12,935

$
43,856

(2.7
)%

(4.9
)%
Attractions

88,910

21,256

910

66,744

61,056

13,597

47,459

45.6
%

40.6
%
Transportation

11,906

—

120

11,786

10,150

—

10,150

17.3
%

16.1
%
Travel Planning

4,334

1,268

9

3,057

16,861

1,529

15,332

(74.3
)%

(80.1
)%
Intra-Segment Eliminations & Other

(848
)

—

(50
)

(798
)

(1,747
)

—

(1,747
)

51.5
%

54.3
%
Total Pursuit

$
159,581

$
35,964

$
1,134

$
122,483

$
143,111

$
28,061

$
115,050

11.5
%

6.5
%

Segment operating income ⁽³⁾:

Total Pursuit

$
53,523

$
8,431

$
762

$
44,330

$
44,733

$
8,870

$
35,863

19.6
%

23.6
%

⁽¹⁾	Acquisitions for the three months ended September 30, 2017 include FlyOver Canada (acquired December 2016). Acquisitions for the nine month periods include CATC Alaska Tourism Corporation (“CATC”) (acquired March 2016) and FlyOver Canada (acquired December 2016).

⁽²⁾

⁽³⁾	~~Refer to Note 19~~ – Segment Information of the Notes to Condensed Consolidated Financial Statements for a reconciliation of the non-GAAP financial measure, segment operating income, to the most directly comparable GAAP measure.

Three months ended ~~September 30, 2017~~March 31, 2022 compared with the three months ended ~~September 30, 2016~~March 31, 2021

Pursuit revenue increased ~~$9.6~~$14.0 million, ~~or 9.8 percent,~~which reflects the continued strengthening of leisure travel demand as pandemic-related restrictions eased and as people started to feel more comfortable traveling. Pursuit’s new year-round attractions, the Sky Lagoon and FlyOver Las Vegas, contributed $5.1 million during the three months ended March 31, 2022. All of Pursuit’s year-round attractions and properties were open during the first quarter of 2022. Although most of Pursuit’s year-round attractions and properties were open during the first quarter of 2021, there was lower visitation due in part to ~~strong growth from attractions, primarily the Banff Gondola and Columbia Icefield Glacier Adventure attractions, incremental revenue of $4.2 million from the acquisition of~~pandemic-related capacity restrictions in addition to temporary government mandated closures at FlyOver Canada and a favorable FX Impact of $2.1 million. This increase was offset in part by a reduction in travel planning as the Company completes the previously announced downsizing of Brewster Travel Canada’s package tours line of business and a revenue decline of $2.1FlyOver Iceland.

Pursuit segment operating loss increased $2.9 million ~~due to the fire-related closure of the Mount Royal Hotel. Organic revenue* increased $3.2 million or 3.3 percent.~~

~~Pursuit operating income~~ ~~increased $9.6 million or 21.7 percent,~~ primarily due to the increase in ~~revenue from high-margin attractions. Operating income included~~operating costs as all of Pursuit’s year-round properties operated at full capacity during the first quarter of 2022 and due to a ~~$1.1~~$2.8 million ~~business interruption gain for the recovery of lost profits~~prior year benefit from the ~~Mount Royal Hotel. Organic operating income* increased $6.2 million or 13.9 percent.~~

~~Nine months ended September 30, 2017 compared with the nine months ended September 30, 2016~~

~~Pursuit revenue~~ increased $16.5 million or 11.5 percent, due to strong growth from attractions primarily driven by the re-opening of the Banff Gondola (which was closed for renovations from October 2015 through April 2016), incremental revenue of $7.9 million from the acquisitions of FlyOver Canada and CATC, and a favorable FX Impact of $1.1 million. This increase wasCanadian government’s emergency wage subsidy program, offset in part by a reduction in travel planning as the Company completes the previously announced downsizing of Brewster Travel Canada’s package tours line of business and a revenue decline of $4.6 million due to the fire-related closure of the Mount Royal Hotel. Organic revenue* increased $7.4 million or 6.5 percent.higher revenue.

~~Pursuit operating income~~ increased $8.8 million or 19.6 percent, primarily due to the increase in revenue from high-margin attractions. Operating income included a $2.2 million business interruption gain for the recovery of lost profits from the Mount Royal Hotel. Organic operating income* increased $8.5 million or 23.6 percent.

* Refer to footnote (2) in the above tables for more information about the non-GAAP financial measures of organic revenue and organic segment operating results.

Performance Measures

~~Management uses~~We use the following key business metrics to evaluate the performance of Pursuit’s ~~hospitality~~attractions business:

•

Number of visitors. The number of visitors allows us to assess the volume of tickets sold at each attraction during the period.

•

Revenue per attraction visitor. Revenue per attraction visitor is calculated as total attractions revenue divided by the total number of visitors at all Pursuit 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 ~~available room (“RevPAR”), average daily rate (“ADR”), and occupancy. These~~visitor measures the total spend per visitor that attraction properties are able to capture, which is important to the profitability of the attractions business.

•

Effective ticket price. Effective ticket price is calculated as revenue from the sale of attraction tickets divided by the total number of visitors at all comparable Pursuit attractions during the period.

We use the following key business metrics, ~~are commonly used~~common in the hospitality industry, to ~~measure performance.~~evaluate Pursuit’s hospitality business:

•

Revenue per Available Room. RevPAR is calculated as total rooms revenue divided by the total number of room nights available for all comparable Pursuit 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 per available room 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 Pursuit hospitality properties during the period. ADR is used to assess the pricing levels that the hospitality properties are able to ~~generate.~~realize. 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 Pursuit 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~~increases in ancillary non-rooms revenue (including food and beverage and retail revenue).

Management evaluates the performance of Pursuit’s 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 Pursuit 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.

The following table provides Pursuit’s ~~same-store~~ key performance ~~indicators for~~indicators.


	Three Months Ended									Three Months Ended
	March 31, 2022									March 31, 2021										Change vs. 2021
	As Reported			New Experiences(1)			Same-Store(2)			As Reported			New Experiences(1)		FX Impact(3)		Same-Store(2)			As Reported			Same-Store(2)
Attractions Key Performance Indicators:
Number of visitors		291,578			106,629			184,949			57,486			—		—		57,486		**			**
Ticket revenue (in thousands)	$	9,202		$	4,154		$	5,048		$	1,484		$	—	$	3	$	1,481		**			**
Effective ticket price	$	31.56		$	38.96		$	27.30		$	25.82		$	—	$	—	$	25.77			22.2	%		6.0	%
Attractions revenue (in thousands)	$	12,501		$	5,123		$	7,378		$	2,256		$	—	$	5	$	2,250		**			**
Revenue per attraction visitor	$	42.88		$	48.05		$	39.89		$	39.24		$	—	$	—	$	39.15			9.3	%		1.9	%
Hospitality Key Performance Indicators:
Room nights available		119,049			—			119,049			109,909			—	$	—		109,909			8.3	%		8.3	%
Rooms revenue (in thousands)	$	6,903		$	—		$	6,903		$	4,769		$	—	$	5	$	4,764			44.7	%		44.9	%
RevPAR	$	57.99		$	—		$	57.99		$	43.39		$	—	$	—	$	43.35			33.6	%		33.8	%
Occupancy		50.4	%		0.0	%		50.4	%		42.6	%		—				42.6	%		18.4	%		18.4	%
ADR	$	115.03		$	—		$	115.03		$	101.89			—	$	—	$	101.77			12.9	%		13.0	%
Hospitality revenue (in thousands)	$	9,415		$	—		$	9,415		$	6,941		$	—	$	7	$	6,934			35.6	%		35.8	%

** Change is greater than +/- 100%

(1)

New Experiences comprises the ~~three and nine months ended September 30, 2017 and 2016. The same-store metrics below indicate the performance of all Pursuit~~following attractions and/or lodging properties ~~and attractions~~ that were ~~owned by Viad~~opened or acquired after January 1, 2021: Sky Lagoon (opened April 2021), the Golden Skybridge (opened June 2021), and ~~operating~~FlyOver Las Vegas (opened September 2021).

(2)

Same-Store metrics include only attractions and lodging properties that Pursuit operated at full capacity, considering seasonal closures, for the entirety of both periods presented. For ~~Pursuit properties and attractions~~experiences located ~~in Canada,~~outside the United States, financial metric comparisons to the prior year are expressed on a constant U.S. dollar basis.

(3)

Foreign exchange rate variance effects (or “FX Impact”) represents the adjustments necessary to express prior financial metrics 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

Nine Months Ended

September 30,

September 30,

2017

2016

% Change

2017

2016

% Change

Same-Store Key Performance Indicators ⁽¹⁾

Hospitality:

Room nights available

108,015

107,635

0.4
%

152,366

150,604

1.2
%
RevPAR

$
200

$
192

4.2
%

$
140

$
133

5.3
%
ADR

$
227

$
213

6.6
%

$
187

$
178

5.1
%
Occupancy

87.9
%

90.1
%

(2.2
)%

75.2
%

74.8
%

0.4
%
Attractions:

Passengers

1,139,516

1,092,356

4.3
%

1,626,121

1,453,899

11.8
%
Revenue per passenger

$
48

$
40

20.0
%

$
42

$
33

27.3
%

⁽¹⁾

~~The Same-Store Key Performance Indicators for the three month comparison exclude the FlyOver Canada attraction (acquired in December 2016) as it was not owned by Viad for the entirety~~impact of both periods presented. The Same-Store Key Performance Indicators for the nine month comparison exclude the CATC hospitality properties and attraction (acquired in March 2016) and the FlyOver Canada attraction (acquired in December 2016), as they were not owned by Viad for the entirety of both periods presented. Additionally, the Same-Store Key Performance Indicators exclude the Mount Royal Hotel hospitality property due to its fire-related closure (effective December 2016). The Banff Gondola attraction was closed for renovations from October 2015 through April 2016. Accordingly, 2016 includes only five months of operation whereas 2017 includes the full three and nine months of operations.

~~Hospitality.~~ ~~Room nights available increased during the nine months ended September 30, 2017 primarily due to~~ changes in exchange rates for same-store Pursuit experiences located outside of the ~~opening dates for certain seasonal properties. RevPAR increased during the three months ended September 30, 2017 primarily due to an~~United States.

Attractions. The increase in ~~ADR~~same-store visitors during 2022 was driven by management’s focus on yield management, offset in part by lower occupancy primarily due to forest fires in the Glacier National Park area. RevPAR increased during the nine months ended September 30, 2017 primarily due to an increase in occupancy and an increase in ADR driven by management’s focus on yield management, as well as an increase in occupancy reflecting strong parkhigher visitation during the first ~~nine months~~quarter of ~~2017.~~

~~Attractions. The increase in the number of passengers during the three months ended September 30, 2017 was primarily~~2022 due to ~~management’s efforts to enhance~~border closures and travel restrictions during 2021 as a result of the ~~guest experience and its focus on yield management, combined with strong park visitation~~COVID-19 pandemic in ~~Canada. The increase in the number of passengers during the nine months ended September 30, 2017 was primarily due~~addition to the Banff Gondola being closed for renovations during the first four months of 2016. Excluding the Banff Gondola passengers, total same-store attraction passengers for the nine month period would have increased 36,158 in 2017 driven by management’s efforts to enhance the guest experiencetemporary government mandated closures at FlyOver Canada and ~~its focus on yield management, combined with strong park visitation in Canada.~~

FlyOver Iceland. Revenue per ~~passenger~~attraction increased ~~during 2017 primarily~~ due to higher effective ticket prices and ancillary revenue.

Hospitality. Room nights available increased as all of Pursuit’s year-round properties were open during the first quarter of 2022. Although most of Pursuit year-round properties were open during the first quarter of 2021, there was lower visitation due in part to pandemic-related capacity restrictions. The increase in RevPAR and ADR was primarily driven by ~~management’s focus on yield~~revenue management ~~and higher revenue from ancillary food and beverage and retail services primarily resulting from management’s recent renovations of~~efforts.

GES

During the ~~retail and food and beverage operations at the Banff Gondola and the food and beverage operations at the Columbia Icefield Glacier Discovery Center.~~

During 2016, Pursuit derived approximately 59 percent of its revenue and 74 percent of its 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, Pursuit is affected by consumer discretionary spending on tourism activities.

~~2017 Outlook~~

For the 2017 full year, management expects Pursuit’s revenue to increase 12 percent to 14 percent. The December 2016 acquisition of FlyOver Canada and the March 2016 acquisition of CATC, combined, are expected to provide incremental revenue of $10 million to $11 million and incremental Adjusted Segment EBITDA of $2 million to $3.5 million, which includes an incremental first quarter ~~seasonal operating loss~~ of ~~approximately $2.3 million from CATC.~~2022, we changed our segment reporting as a result of operational changes and how our CODM reviews the financial performance of GES and makes decisions regarding the allocation of resources. Accordingly, GES’ new reportable segments are Spiro and GES Exhibitions. We reclassified prior periods to conform to the current-period presentation.

~~Additionally, management expects Pursuit’s revenue to be negatively impacted by approximately $13 million as the Company completes the previously announced downsizing~~The following table presents a comparison of Brewster Travel Canada’s package tours line of business. The fire-related closure of the Mount Royal Hotel is expected to negatively impact revenue by approximately $5 million. Management anticipates a favorable FX Impact on Pursuit’s 2017 full yearGES’ reported revenue and segment operating ~~income of approximately $2 million and $0.7 million, respectively. Management expects these factors will be more than offset by organic growth across the rest of Pursuit’s lines of business.~~

In July 2017, Viad resolved its property and business interruption insurance claims related to the Mount Royal Hotel fire for a total of $36.3 million, inclusive of $9.0 million received during the first and second quarters of 2017. Viad recorded an additional impairment recovery of approximately $24.7 million related to construction costs to re-open the hotel, $1.1 million was recorded as a business interruption gain for the recovery of lost profits, and the remaining $1.5 million was recorded as deferred income that will be recognized over the periods the business interruption losses are actually incurred. Management anticipates recognizing approximately $0.5 million of the business interruption recovery during the remainder of 2017 with approximately $1 million being deferred to the first half of 2018.

The Pursuit guidance ranges include approximately $1 million in revenue and approximately $3 million in adjusted segment EBITDA related to the Mount Royal Hotel, which reflects the 2017 portion of business interruption insurance recoveries (including both business interruption gains for lost profits and contra-expense for on-going operating costs) and the re-opening of most of the property’s retail tenants and one of its dining operations. The hotel itself is expected to remain closed until mid-2018. For more information about Adjusted Segment EBITDA and segment operating income, see the “Non-GAAP Measures” section of this MD&A.

~~Corporate Activities~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

Percentage Change 2017 vs. 2016

2017

2016

Percentage Change 2017 vs. 2016

Corporate activities

$
4,474

$
2,772

61.4
%

$
10,092

$
7,390

36.6
%

~~The increase in corporate activities expense~~loss for the three ~~and nine~~ months ended ~~September 30, 2017 was primarily due to an increase in performance-based compensation expense driven by Viad’s common stock price appreciation.~~

~~Interest Expense~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

Percentage Change 2017 vs. 2016

2017

2016

Percentage Change 2017 vs. 2016

Interest expense

$
2,117

$
1,489

42.2
%

$
6,281

$
4,109

52.9
%

~~The increase in interest expense for the three~~March 31, 2022 and ~~nine months ended September 30, 2017 was primarily due to higher debt balances in 2017 resulting from acquisitions completed during August and December of 2016.~~2021:

~~Restructuring Charges~~


	Three Months Ended							Nine Months Ended							Three Months Ended
	September 30,							September 30,							March 31,
(in thousands)	2017		2016		Percentage Change 2017 vs. 2016			2017		2016		Percentage Change 2017 vs. 2016			2022			2021			Change vs. 2021
Restructuring charges	$	255	$	1,697		(85.0	)%	$	817	$	3,664		(77.7	)%
Revenue:
GES:
Spiro															$	42,816		$	12,059		**
GES Exhibitions																111,831			7,152		**
Intersegment eliminations																(1,071	)		(66	)	**
Total GES															$	153,576		$	19,145		**
Segment operating loss(1):
GES:
Spiro															$	(239	)	$	(7,169	)		96.7	%
GES Exhibitions																(1,355	)		(12,735	)		89.4	%
Total GES															$	(1,594	)	$	(19,904	)		92.0	%

~~Restructuring charges during the three and nine months ended September 30, 2017 and 2016 were primarily related to the elimination of certain positions and facility consolidations in GES.~~

~~Impairment Charges (Recoveries)~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

Percentage Change 2017 vs. 2016

2017

2016

Percentage Change 2017 vs. 2016
Impairment charges (recoveries)

$
(24,467
)

$
120

**

$
(29,098
)

$
120

**

** Change is greater than +/- ~~100 percent~~100%

~~On December 29, 2016,~~

(1)

Refer to Note 23 – Segment Information of the ~~Mount Royal Hotel was damaged by~~Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a ~~fire and closed. During July 2017,~~reconciliation of the ~~Company resolved its property and business interruption insurance claims related~~non-GAAP financial measure, segment operating loss, to the ~~fire for a total of $36.3 million. During~~most directly comparable GAAP measure.

Three months ended March 31, 2022 compared with the three months ended ~~September 30, 2017,~~March 31, 2021

Spiro and GES Exhibitions revenue increased $30.8 million and $104.7 million, respectively, as in-person event activity continued to improve due to the ~~Company received insurance proceeds~~resumption of ~~$27.3~~live event activity and the return of large-scale events that were canceled or postponed into the first half of 2021.

Spiro and GES Exhibitions segment operating loss improved $6.9 million and $11.4 million, respectively, primarily due to higher revenue and the continued focus on managing discretionary costs. GES Exhibitions’ operating loss improvement in 2022 was offset in part by a $9.1 million gain on sale of ~~which $24.7~~a GES warehouse in Orlando in 2021.

Other Expenses


	Three Months Ended
	March 31,
(in thousands)	2022			2021			Change vs. 2021
Corporate activities	$	2,673		$	2,005			33.3	%
Interest expense, net	$	5,877		$	5,085			15.6	%
Other expense, net	$	638		$	360			77.2	%
Restructuring charges	$	654		$	2,826			(76.9	)%
Impairment charges	$	583		$	—		**
Income tax benefit	$	(2,582	)	$	(3,045	)		(15.2	)%
Income from discontinued operations	$	275		$	348			(21.0	)%

** Change is greater than +/- 100%

Corporate Activities– The increase in corporate activities expense during the three months ended March 31, 2022 was primarily due to higher performance-based compensation expense.

Interest Expense, net – The increase in interest expense during the three months ended March 31, 2022 was primarily due to higher interest rates and higher debt balances in 2022, offset in part by $1.9 million ~~was~~in capitalized interest recorded ~~as an impairment recovery (partially offset by impairment~~during the three months ended March 31,2022.

Restructuring Charges – Restructuring charges ~~of $0.2 million)~~during the three months ended March 31, 2022 were primarily related to ~~construction~~severance and facility closures at GES. Restructuring charges during the three months ended March 31, 2021 were primarily related to facility closures and the elimination of certain positions at GES. In response to the COVID-19 pandemic, we accelerated our transformation and streamlining efforts at GES to significantly reduce costs and create a lower and more flexible cost structure focused on servicing our more profitable market segments.

Impairment Charges– Impairment charges during the three months ended March 31, 2022 were related to ~~re-open the hotel, $1.1 million~~certain software development costs that are no longer being utilized at GES.

Income Tax Benefit – The effective tax rate was ~~recorded as a business interruption gain~~7.8% for the recovery of lost profits, and the remaining $1.5 million was recorded as deferred income, which will be recognized over the periods the business interruption losses are actually incurred. During the ninethree months ended September 30, 2017, the Company received $36.3 million in insurance proceeds, of which $2.2 million was allocated to an insurance receivable, $29.3 million was recorded as an impairment recovery (partially offset by impairment charges of $0.2 million) related to construction costs to re-open the hotel, $2.2 million was recorded as a business interruption gainMarch 31, 2022 and 6.3% for the recovery of lost profits, $1.1 million was recorded as contra-expense to offset non-capitalizable costs incurred by the Company, and the remaining $1.5 million was recorded as deferred income, which will be recognized over the periods the business interruption losses are actually incurred.

~~Income Taxes~~

three months ended March 31, 2021. The effective tax rates for both the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 were ~~30.4 percent and 33.8 percent, respectively. The effective tax rates for~~lower than the ~~nine months ended September 30, 2017 and 2016 were 29.0 percent and 33.1 percent, respectively. The decrease for~~blended statutory rate primarily as a result of excluding the three months was primarily due to higher foreign income taxed at lower rates. The decrease for the nine months was primarily due to higher foreign income taxed at lower rates, the release of a valuation allowance related to foreign net operating losses, and the adoption of new accounting guidance, effective in the first quarter of 2017, which requires the excess tax benefit on ~~share-based compensation to be recorded to income tax expense rather than equity.~~losses recognized in the United States, the United Kingdom, and other European countries where we have a valuation allowance.

Income from Discontinued Operations

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

Percentage Change 2017 vs. 2016

2017

2016

Percentage Change 2017 vs. 2016

Loss from discontinued operations

$
(101
)

$
(221
)

54.3
%

$
(408
)

$
(771
)

47.1
%

~~The loss~~ – Income from discontinued operations during the three months ended ~~September 30, 2017,~~March 31, 2022 and 2021 was primarily attributable to insurance recoveries related to legal expenses associated with previously sold operations. The loss from discontinued operations, during the nine months ended September 30, 2017, was primarily related to legal expenses associated with previously sold operations, offset in part by ~~a reduction in an uncertain tax position due to the lapse of a statute.~~legal expenses.

Liquidity and Capital Resources

Cash, ~~and~~ cash equivalents, and restricted cash were ~~$53.5~~$62.9 million as of ~~September 30, 2017,~~March 31, 2022, as compared to ~~$20.9~~$64.3 million as of December 31, ~~2016.~~2021. Our total available liquidity was $145.3 million, including the available capacity on our revolving credit facility of $87.4 million ($100 million total facility size, less $12.6 million in outstanding letters of credit) and unrestricted cash of $57.9 million. During the ~~nine~~three months ended March 31, 2022, net cash provided by operating activities was $17.9 million.

On August 5, 2020, we entered into an investment agreement with funds managed by private equity firm Crestview Partners (the “Investment Agreement”) who made an investment of $135 million, offset in part by $9.2 million in fees, in newly issued perpetual convertible preferred stock that carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option (the “Convertible Preferred Stock”). The Convertible Preferred Stock is convertible into shares of our common stock at a conversion price of $21.25 per share. The proceeds from Crestview’s investment were used to repay a portion of our then outstanding $450 million revolving credit facility, which we subsequently refinanced in July 2021, and provided us additional short-term liquidity to fund capital expenditures and supported general corporate purposes.

Effective July 30, 2021, we entered into the new $500 million 2021 Credit Facility. The 2021 Credit Facility provides for a $400 million Term Loan B with a maturity date of July 30, 2028 and a $100 million revolving credit facility with a maturity date of July 30, 2026. The $400 million in Term Loan B proceeds were offset in part by $14.8 million in related fees. The proceeds from the Term Loan B were used to repay the $327 million outstanding balance under our then $450 million revolving credit facility. The $100 million revolving credit facility and the remaining proceeds from the Term Loan B have been and will be used to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes. On March 23, 2022, we entered into an amendment to the 2021 Credit Facility, which modified the revolving credit facility’s financial covenants. The amended 2021 Credit Facility requires us to maintain liquidity of $75 million under the revolving credit facility until financials and a compliance certificate for the quarter ended September 30, ~~2017,~~2022 are provided to the ~~Company generated net~~banks, with liquidity defined as unrestricted cash ~~flow from operating activities~~ and available capacity on our revolving credit facility, and other financial covenants that began January 1, 2022. Refer to Note 12 – Debt and Finance Obligations of ~~$114.6~~the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

As of March 31, 2022, we held approximately $41.4 million ~~primarily from results~~ of ~~operations. Management believes~~our cash and cash equivalents outside of the United States, consisting of $19.3 million in Canada, $8.8 million in the United Kingdom, $5.7 million in the Netherlands, $4.5 million in Iceland, and $3.1 million in certain other countries.

We believe that ~~Viad’s~~our existing sources of liquidity will be sufficient to fund operations and projected capital ~~commitments~~outlays, including approximately $100 million in capital expenditures and $26.5 million for the Glacier Raft Company acquisition, for at least the next 12 months.

As of September 30, 2017, the Company had approximately $49.0 million of its cash and cash equivalents held outside of the United States, consisting of $31.9 million in Canada, $7.8 million in the Netherlands, $7.0 million in the United Kingdom, $1.2 million in Germany, $0.9 million in the United Arab Emirates, and $0.2 million in certain other countries. There are certain earnings related to the Company’s Canadian and Netherlands operations that have historically been deemed permanently reinvested. As of September 30, 2017, the incremental tax associated with these earnings if the cash balances were repatriated to the United States would approximate $1.6 million.36

Cash Flows

Operating Activities

Nine Months Ended

September 30,

(in thousands)

2017

2016

Net income

$
80,128

$
47,083

Depreciation and amortization

42,499

31,206

Deferred income taxes

318

(3,549
)
Loss from discontinued operations

408

771

Impairment charges (recoveries)

(29,098
)

120

Other non-cash items

14,369

13,083

Changes in assets and liabilities

6,019

26,708

Net cash provided by operating activities

$
114,643

$
115,422

~~Net~~


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Net loss	$	(30,343	)	$	(45,091	)
Depreciation and amortization		13,279			13,177
Deferred income taxes		(3,104	)		(3,019	)
Income from discontinued operations		(275	)		(348	)
Restructuring charges		654			2,826
Impairment charges		583			—
Gains on dispositions of property and other assets		(74	)		(9,250	)
Share-based compensation expense		2,166			1,763
Other non-cash items, net		2,836			(171	)
Changes in assets and liabilities		32,201			7,394
Net cash provided by (used in) operating activities	$	17,923		$	(32,719	)

The change in net cash provided by (used in) operating activities ~~decreased $0.8~~of $50.6 million was primarily due to ~~changes in working capital, offset in part by~~improved operating results at GES and an increase ~~in results of operations.~~to working capital.

Investing Activities

Nine Months Ended

September 30,

(in thousands)

2017

2016

Capital expenditures

$
(39,493
)

$
(32,582
)
Proceeds from insurance

31,570

—

Cash paid for acquired businesses, net

(1,661
)

(145,735
)
Proceeds from dispositions of property and other assets

734

774

Net cash used in investing activities

$
(8,850
)

$
(177,543
)

~~Net~~


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Capital expenditures	$	(12,570	)	$	(9,371	)
Cash paid for acquisitions, net		—			(7,415	)
Proceeds from dispositions of property and other assets		76			14,106
Net cash used in investing activities	$	(12,494	)	$	(2,680	)

The increase in net cash used in investing activities ~~decreased $168.7~~of $9.8 million was primarily due to ~~cash payments, net~~the increase in capital expenditures whereas in the 2021 period we received proceeds of ~~cash acquired,~~$14.1 million primarily from the sale of ~~$145.7 million for the 2016 acquisitions of ON Services, CATC, and the business of Maligne Lake Tours Ltd., and the Mount Royal Hotel fire-related insurance proceeds received~~a GES warehouse in ~~2017,~~Orlando, offset in part by ~~an increase~~$7.4 million of cash paid for the acquisition of the Golden Skybridge.

Financing Activities


	Three Months Ended
	March 31,
(in thousands)	2022			2021
Proceeds from borrowings	$	1,013		$	40,860
Payments on debt and finance obligations		(4,849	)		(8,310	)
Dividends paid on preferred stock		(1,950	)		—
Distributions to noncontrolling interest, net of contributions from noncontrolling interest		—			(809	)
Payments of debt issuance costs		(313	)		—
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased		(518	)		(519	)
Net cash (used in) provided by financing activities	$	(6,617	)	$	31,222

The change in ~~capital expenditures.~~

~~Financing Activities~~

Nine Months Ended

September 30,

(in thousands)

2017

2016

Proceeds from borrowings

$
60,574

$
153,000

Payments on debt and capital lease obligations

(128,808
)

(86,989
)
Dividends paid on common stock

(6,119
)

(6,079
)
Debt issuance costs

(5
)

(340
)
Common stock purchased for treasury

(1,272
)

(679
)
Other

—

60

Net cash provided by (used in) financing activities

$
(75,630
)

$
58,973

~~Net~~net cash ~~used in~~provided by (used in) financing activities ~~increased $134.6~~of $37.8 million was primarily due to net debt payments of ~~$68.2~~$3.8 million during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 compared to net debt proceeds of ~~$66.0~~$32.6 million during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2021.

Debt and ~~Capital Lease~~Finance Obligations

Refer to Note 1112 – Debt and ~~Capital Lease~~Finance Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further ~~discussion.~~discussion, all of which is incorporated by reference herein.

Share Repurchases

~~The~~Our Board of Directors previously authorized ~~the Company~~us to repurchase shares of ~~its~~our common stock from time to time at prevailing market prices. ~~No open market repurchases were made during~~Effective February 7, 2019, our Board of Directors authorized the ~~nine months ended September 30, 2017 or 2016.~~repurchase of an additional 500,000 shares. In March 2020, our Board of Directors suspended our share repurchase program for the foreseeable future. As of ~~September 30, 2017, 440,540~~March 31, 2022, 546,283 shares remained available for repurchase. The ~~authorization of the~~ Board of ~~Directors~~Directors’ authorization does not have an expiration date. ~~In addition, during the nine months ended September 30, 2017 and 2016, the Company~~

Additionally, we repurchased ~~26,916~~ shares ~~for $1.3 million and 24,432 shares for $0.7 million, respectively,~~ related to tax withholding requirements on vested restricted 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~~our 2021 Form 10-K ~~for the year ended December 31, 2016,~~ for a discussion of our critical accounting policies and estimates.

Impact of Recent Accounting Pronouncements

Refer to Note 1 – Overview and Basis of Presentation ~~and Principles of Consolidation~~ of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information.

~~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, changes in the levels of interest rates, 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 2016 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.

Non-GAAP Measures

In addition to disclosing financial results that are determined in accordance with ~~U.S.~~United States generally accepted accounting principles (“GAAP”), ~~the Company~~we also ~~discloses non-GAAP financial measures of Adjusted EBITDA, Segment operating income, Adjusted Segment EBITDA, organic revenue, and organic~~disclose segment operating income ~~(collectively, the “Non-GAAP Measures”)~~(loss). ~~The presentation~~Our use of ~~the Non-GAAP Measures~~segment operating income (loss) is supplemental to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. As not all companies use identical calculations, ~~the Non-GAAP Measures~~segment operating income (loss) may not be comparable to similarly titled measures used by other companies. ~~Management believes~~We believe that ~~the presentation~~our use of ~~the Non-GAAP Measures~~segment operating income (loss) provides useful information to investors regarding ~~Viad’s~~our results of operations for trending, analyzing, and benchmarking ~~the~~our performance and the value of ~~Viad’s~~our 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”~~ income (loss)”is ~~defined by Viad as~~ net income (loss) attributable to Viad before income (loss) from discontinued operations, corporate activities, interest expense and interest income, income taxes, restructuring charges, impairment ~~losses and recoveries,~~charges, and the reduction for income (loss) attributable to noncontrolling ~~interest.~~interests. Segment operating income (loss) is ~~utilized by management~~used to measure the profit and performance of ~~Viad’s~~our operating segments to facilitate period-to-period comparisons.

~~“Adjusted~~ Refer to Note 23 – Segment ~~EBITDA”~~ ~~is defined by Viad as~~Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of segment operating income ~~(as defined above)~~(loss) to income (loss) from continuing operations before ~~non-cash depreciation and amortization and acquisition integration costs, if any. Adjusted Segment EBITDA~~income taxes.

We believe segment operating income (loss) 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 2017 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~~metric as it eliminates potential variations arising from taxes, ~~depreciation and amortization,~~ debt service costs, impairment charges, ~~and recoveries, changes in accounting principles,~~restructuring charges, the reduction of income (loss) attributable to non-controlling interests, and the effects of discontinued operations, ~~are eliminated, thus~~ resulting in an additional ~~measures~~measure considered to be indicative of ~~Viad’s~~our ongoing operations and segment performance. Although ~~the Non-GAAP Measures are used as financial measures~~we use segment operating income (loss) to assess the performance of ~~the~~our business, the use of ~~these measures~~this measure is limited because ~~these measures do~~this measure does not consider material costs, expenses, and other items necessary to operate ~~the~~our 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~~As segment operating income ~~taxes, impairment charges or recoveries, and the effects of accounting changes and discontinued operations. Since the Non-GAAP Measures do~~(loss) does not consider ~~the above~~these items, ~~a user of Viad’s financial information should consider~~ net income (loss) attributable to Viad should be considered as an important measure of financial performance because it provides a more complete measure of ~~the Company’s~~our performance.

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands)

2017

2016

2017

2016

Net income attributable to Viad

$
44,657

$
33,792

$
79,381

$
46,318

Depreciation and amortization

15,833

12,649

42,499

31,206

Interest expense

2,117

1,489

6,281

4,109

Income tax expense

20,010

17,878

32,929

23,652

Impairment charges (recoveries)

(24,467
)

120

(29,098
)

120

Loss from discontinued operations

101

221

408

771

Other noncontrolling interest

(739
)

(661
)

(697
)

(691
)
Adjusted EBITDA

$
57,512

$
65,488

$
131,703

$
105,485

The decrease in Adjusted EBITDA for the three months ended September 30, 2017 was primarily due to lower segment operating income at GES. The increase in Adjusted EBITDA for the nine months ended September 30, 2017 was primarily due to higher segment operating income at GES and Pursuit. 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 and segment operating income as forward-looking Non-GAAP Measures within the “Results of Operations” section of this MD&A. The Company does not provide reconciliations of these forward-looking Non-GAAP Measures to the most directly comparable GAAP financial measures 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 reconciliations of these forward-looking Non-GAAP Measures to the most directly comparable GAAP financial measures is available to the Company without unreasonable efforts. Consequently, any attempt to disclose such reconciliations would imply a degree of precision that could be confusing or misleading to investors. It is probable that these forward-looking Non-GAAP Measures may be materially different from the corresponding GAAP Measures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Viad’s~~Our market risk ~~exposures relate~~exposure relates to fluctuations in foreign exchange rates and interest ~~rates, and certain commodity prices.~~rates. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect ~~Viad’s~~our 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~~our financial position or results of operations.

~~Viad conducts its~~Our foreign operations are primarily in Canada, the United Kingdom, Iceland, the Netherlands, ~~Germany,~~ and ~~to a lesser extent, in certain other countries.~~Germany. The functional currency of ~~Viad’s~~our foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, ~~Viad translates~~we translate the assets and liabilities of ~~its~~our 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 (loss) in ~~Viad’s condensed consolidated balance sheets.~~the 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~~our net equity position reported in ~~its condensed consolidated balance sheets. Viad does~~the Condensed Consolidated Balance

Sheets. We do not currently hedge ~~its~~our equity risk

arising from the translation of foreign denominated assets and liabilities. ~~Viad had~~We recorded cumulative unrealized foreign currency translation losses ~~recorded~~ in stockholders’ equity of ~~$10.3 million and $29.1~~$12.8 million as of ~~September 30, 2017~~March 31, 2022 and $16.2 million as of December 31, ~~2016, respectively. During the three and nine months ended September 30, 2017,~~2021. We recorded unrealized foreign currency translation gains ~~of $9.1 million and $18.8 million, respectively, were recorded~~ in other comprehensive ~~income. During~~income (loss) of $3.4 million during the three ~~and nine~~ months ended ~~September 30, 2016 an unrealized foreign currency translation loss of $3.8~~March 31, 2022 and $4.0 million ~~and a gain of $0.7 million, respectively, were recorded in other comprehensive income.~~during the three months ended March 31, 2021.

For purposes of consolidation, revenue, expenses, gains, and losses related to ~~Viad’s~~our foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, ~~Viad’s~~our consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and segment operating ~~results~~income (loss) of ~~its~~our 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~~We do not currently hedge ~~its~~our net earnings exposure arising from the translation of ~~its~~our foreign revenue and segment operating ~~results. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion on the “Foreign Exchange Rate Variances.”~~income (loss).

~~Viad is~~We are exposed to foreign exchange transaction risk, as ~~its~~our foreign subsidiaries have certain revenue transactions and loans 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 ~~September 30, 2017, Viad~~March 31, 2022 and December 31, 2021, we did not have any outstanding foreign currency forward ~~contracts outstanding.~~contracts.

~~Viad is~~We are exposed to short-term and long-term interest rate risk on certain of ~~its~~our debt obligations. ~~Viad~~

We do not 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~~We have established disclosure controls and procedures ~~has been evaluated as of September 30, 2017, and, based on~~ that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of September 30, 2017. Disclosure controls and procedures are designed to ensure that information required to be disclosed in ~~the~~our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure that~~such information ~~required to be disclosed in such reports~~ is accumulated and communicated to our management, including ~~the~~our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow ~~for~~ timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2022. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2022.

There were no changes in ~~the Company’s~~our internal control over financial reporting during the three months ended ~~September 30, 2017~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - ~~OTHE~~ROTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 1821 – Litigation, Claims, Contingencies, and Other of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding legal proceedings ~~involving the Company.~~in which we are involved, which information is incorporated by reference herein.

Item 1A. Risk Factors

~~There were no material changes~~In addition to other information set forth in this report, careful consideration should be given to the ~~risk~~ factors ~~disclosed~~discussed in ~~Viad’s Annual Report on~~Part I, Item 1A – Risk Factors and Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2021 Form 10-K, ~~for the year ended December 31, 2016,~~which could materially affect our business, financial condition, or ~~in our Form 10-Q for the quarter ended March 31, 2017.~~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~~our common stock that were repurchased during the three months ended ~~September 30, 2017 by Viad~~March 31, 2022 pursuant to publicly announced plans or programs, as well as ~~from~~certain previously owned shares of common stock that were surrendered by 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~~for tax withholding requirements on vested share-based 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

July 1, 2017 - July 31, 2017

—

$
—

—

440,540

August 1, 2017 - August 31, 2017

1,120

$
52.80

—

440,540

September 1, 2017 - September 30, 2017

154

$
56.05

—

440,540

Total

1,274

$
53.19

—

440,540


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
January 1, 2022 - January 31, 2022		786	$	37.82		—		546,283
February 1, 2022 - February 28, 2022		—	$	—		—		546,283
March 1, 2022 - March 31, 2022		8,872	$	36.03		—		546,283
Total		9,658	$	36.17		—		546,283

~~The~~

Pursuant to previously announced authorizations, our Board of Directors authorized ~~the Company~~us to repurchase shares of ~~its~~our common stock from time to time at prevailing market prices. No shares were repurchased on the open market during the three and nine months ended September 30, 2017. As of September 30, 2017, 440,540 shares remain available for repurchase. The authorization of theEffective February 7, 2019, our Board of Directors authorized the repurchase of an additional 500,000 shares. In March 2020, our Board of Directors suspended future dividend payments and our share repurchase program for the foreseeable future. The Board of Directors’ authorization does not have an expiration date. During the first quarter of 2022, certain previously owned shares of common stock were surrendered by employees, former employees, and non-employee directors for tax withholding requirements on vested share-based awards.

~~Item 5.~~ ~~OTHER INFORMATION~~40

~~Not applicable.~~

Item 6. E~~xhibits~~Exhibits

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

Period

Ending

Exhibit

Filing Date

10.1

First Amendment, among the Company, the other loan parties party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of July 30, 2021, among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto from time to time.

8-K

10.1

3/24/2022

10.2

Form of Restricted Stock Unit Agreement by and between Viad Corp and David Barry, dated March 29, 2022.

10.3

Form of Restricted Stock Units Agreement - Non-Employee Directors (Crestview), effective as of February 24, 2022, pursuant to the 2017 Viad Corp Omnibus Incentive Plan.

10.4

Form of Restricted Stock Units Agreement - Non-Employee Directors (Others), effective as of February 24, 2022, pursuant to the 2017 Corp Omnibus Incentive Plan.

31.1

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

31.2

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

32.1

Certifications of Chief Executive Officer and Chief Financial Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

***

Inline XBRL Instance Document

101.SCH

****

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

****

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

****

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

****

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

****

Inline XBRL Taxonomy Extension Definition Linkbase Document.

104

***

Cover Page Interactive Data File

~~Incorporated by Reference~~Filed herewith.

~~Exhibit~~

~~Number~~**

~~Exhibit Description~~

~~Form~~

~~Period~~

~~Ending~~

~~Exhibit~~

~~Filing Date~~Furnished herewith.

~~4.1~~***

~~Joinder to Guaranty, dated August 31, 2017, by~~The Inline XBRL Instance Document and ~~among ON Services – AV Specialists, Inc. and BMO Harris Bank, N.A.~~

Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document.

~~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~~

Submitted electronically herewith.

*	~~Filed herewith.~~

**	~~Furnished herewith.~~

~~SIGNATURES~~41

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)

~~November~~May 6, ~~2017~~2022	By:	/s/ Leslie S. Striedel
(Date)		Leslie S. Striedel
		~~Chief Accounting Officer~~
		(Chief Accounting Officer and Duly Authorized ~~Officer)~~Officer


Delaware		36-1169950
(State or other jurisdiction of incorporation or ~~organization~~organization)		(I.R.S. Employer Identification No.)

~~1850 North Central~~7000 East 1st Avenue ~~Suite 1900~~ ~~Phoenix,~~ Scottsdale, Arizona		~~85004-4565~~85251-4304
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Par Value	VVI	New York Stock Exchange
Preferred Stock Purchase Rights	--	New York Stock Exchange


Large accelerated filer	☐☒	Accelerated filer	☒☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


	September 30,			December 31,			March 31,			December 31,
(in thousands, except share data)	2017			2016			2022			2021
Assets
Current assets
Cash and cash equivalents	$	53,481		$	20,900		$	57,902		$	61,600
Accounts receivable, net of allowances for doubtful accounts of $1,897 and $1,342, respectively		129,105			104,648
Accounts receivable, net of allowances for doubtful accounts of $2,299 and $1,808, respectively								94,570			91,966
Inventories		39,753			31,420			9,191			8,581
Current contract costs								20,386			11,105
Prepaid insurance								6,876			10,284
Other current assets		23,973			18,449			16,727			14,080
Total current assets		246,312			175,417			205,652			197,616
Property and equipment, net		295,757			279,858			553,986			549,108
Other investments and assets		46,745			44,297			16,678			16,718
Operating lease right-of-use assets								104,057			95,915
Deferred income taxes		34,391			42,549			1,360			1,006
Goodwill		263,919			254,022			113,233			112,078
Other intangible assets, net		65,672			73,673			64,582			65,189
Total Assets	$	952,796		$	869,816		$	1,059,548		$	1,037,630
Liabilities and Stockholders’ Equity
Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities
Accounts payable	$	88,510		$	67,596		$	74,933		$	69,657
Customer deposits		53,093			42,723
Contract liabilities								60,644			39,141
Accrued compensation		28,094			29,913			17,173			12,788
Operating lease obligations								13,602			12,451
Other current liabilities		52,318			30,390			36,712			28,289
Current portion of debt and capital lease obligations		124,574			174,968
Current portion of debt and finance obligations								11,270			12,800
Total current liabilities		346,589			345,590			214,334			175,126
Long-term debt and capital lease obligations		60,627			74,243
Long-term debt and finance obligations								448,156			446,580
Pension and postretirement benefits		26,826			28,611			24,129			23,692
Long-term operating lease obligations								101,325			93,406
Other deferred items and liabilities		50,260			50,734			66,387			68,953
Total liabilities		484,302			499,178			854,331			807,757
Commitments and contingencies
Convertible Series A Preferred Stock, $0.01 par value, 180,000 shares authorized, 135,000 shares issued and outstanding								132,591			132,591
Redeemable noncontrolling interest								5,706			5,444
Stockholders’ equity
Viad Corp stockholders’ equity:
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued and outstanding		37,402			37,402
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued and outstanding								37,402			37,402
Additional capital		573,660			573,841			567,799			566,741
Retained earnings		89,552			16,291
Unearned employee benefits and other		239			172
Accumulated other comprehensive income (loss):
Unrealized gain on investments		564			421
Cumulative foreign currency translation adjustments		(10,264	)		(29,084	)
Unrecognized net actuarial loss and prior service credit, net		(10,544	)		(10,728	)
Common stock in treasury, at cost, 4,519,023 and 4,613,520 shares, respectively		(226,145	)		(230,960	)
Total Viad Corp stockholders’ equity		454,464			357,355
Noncontrolling interest		14,030			13,283
Accumulated deficit								(380,671	)		(349,720	)
Accumulated other comprehensive loss								(23,610	)		(27,429	)
Common stock in treasury, at cost, 4,352,864 and 4,381,606 shares, respectively								(219,089	)		(220,712	)
Total Viad stockholders’ equity								(18,169	)		6,282
Non-redeemable noncontrolling interest								85,089			85,556
Total stockholders’ equity		468,494			370,638			66,920			91,838
Total Liabilities and Stockholders’ Equity	$	952,796		$	869,816
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity							$	1,059,548		$	1,037,630

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2017			2016			2017			2016
Net income	$	45,741		$	34,784		$	80,128		$	47,083
Other comprehensive income (loss):
Unrealized gains on investments, net of tax⁽¹⁾		48			42			143			62
Unrealized foreign currency translation adjustments, net of tax⁽¹⁾		9,115			(3,849	)		18,820			723
Change in net actuarial gain, net of tax⁽¹⁾		103			93			385			334
Change in prior service cost, net of tax⁽¹⁾		(67	)		(78	)		(201	)		(234	)
Comprehensive income		54,940			30,992			99,275			47,968
Comprehensive income attributable to noncontrolling interest		(1,084	)		(992	)		(747	)		(765	)
Comprehensive income attributable to Viad	$	53,856		$	30,000		$	98,528		$	47,203


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


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


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016~~2021	1
	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021	2
	Condensed Consolidated Statements of Comprehensive ~~Income~~Loss for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021	3
	Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity for the Three Months Ended March 31, 2022 and 2021	4
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021	46
	Notes to Condensed Consolidated Financial Statements	57
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2331
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3738
Item 4.	Controls and Procedures	3839
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3940
Item 1A.	Risk Factors	3940
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3940
Item 5.6.	~~Other Information~~Exhibits	3941
Items 3-5	Not applicable

~~Item 6.~~SIGNATURES		~~Exhibits~~	40

~~SIGNATURES~~		4042


																								Mezzanine Equity
(in thousands)	Common Stock		Additional Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury			Total Viad Equity			Non-Redeemable Non-Controlling Interest			Total Stockholders’ Equity			Redeemable Non-Controlling Interest			Convertible Series A Preferred Stock
Balance, December 31, 2021	$	37,402	$	566,741		$	(349,720	)	$	(27,429	)	$	(220,712	)	$	6,282		$	85,556		$	91,838		$	5,444		$	132,591
Net loss		—		—			(29,001	)		—			—			(29,001	)		(1,204	)		(30,205	)		(138	)		—
Dividends on convertible preferred stock		—		—			(1,950	)		—			—			(1,950	)		—			(1,950	)		—			—
Payment of payroll taxes on stock-based compensation through shares withheld		—		—			—			—			(349	)		(349	)		—			(349	)		—			—
Employee benefit plans		—		(1,286	)		—			—			1,972			686			—			686			—			—
Share-based compensation - equity awards		—		2,385			—			—			—			2,385			—			2,385			—			—
Unrealized foreign currency translation adjustment		—		—			—			3,412			—			3,412			737			4,149			49			—
Amortization of net actuarial loss, net of tax		—		—			—			407			—			407			—			407			—			—
Other, net		—		(41	)					—			—			(41	)		—			(41	)		351			—
Balance, March 31, 2022	$	37,402	$	567,799		$	(380,671	)	$	(23,610	)	$	(219,089	)	$	(18,169	)	$	85,089		$	66,920		$	5,706		$	132,591

	PUP Awards					Restricted Stock					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, 2016		255,505		$	26.11		267,051		$	25.96		15,982		$	25.58
Granted		73,557		$	47.44		64,648		$	46.64		2,950		$	47.45
Vested		(76,082	)	$	23.66		(79,104	)	$	24.01		(6,182	)	$	25.05
Forfeited		(5,911	)	$	30.64		(9,807	)	$	33.84		—		$	—
Balance at September 30, 2017		247,069		$	33.10		242,788		$	31.79		12,750		$	30.90

(in thousands)
Purchase price paid as:
Cash			$	50,920
Cash acquired				(6	)
Purchase price, net of cash acquired				50,914

Fair value of net assets acquired:
Inventories	$	11
Prepaid expenses		37
Property and equipment		10,867
Intangible assets		6,028
Total assets acquired		16,943
Accrued liabilities		118
Total liabilities assumed		118
Total fair value of net assets acquired				16,825
Excess purchase price over fair value of net assets acquired (“goodwill”)			$	34,089

(in thousands)	GES U.S.		GES International		Pursuit		Total
Balance at December 31, 2016	$	148,277	$	34,460	$	71,285	$	254,022
Business acquisitions		—		1,060		—		1,060
Foreign currency translation adjustments		—		3,084		5,753		8,837
Balance at September 30, 2017	$	148,277	$	38,604	$	77,038	$	263,919


	September 30, 2017							December 31, 2016								March 31, 2022							December 31, 2021
(in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortized intangible assets:
Intangible assets subject to amortization:
Customer contracts and relationships	$	68,739	$	(21,505	)	$	47,234	$	67,762	$	(14,345	)	$	53,417	6.1	$	36,048	$	(28,277	)	$	7,771	$	36,848	$	(28,372	)	$	8,476
Operating contracts and licenses		10,038		(1,083	)		8,955		9,315		(652	)		8,663	35.5		41,354		(2,877	)		38,477		40,927		(2,660	)		38,267
In-place lease															12.9		15,628		(1,206	)		14,422		15,464		(1,084	)		14,380
Tradenames		8,665		(2,613	)		6,052		8,324		(1,440	)		6,884	4.1		5,685		(3,032	)		2,653		5,626		(2,819	)		2,807
Non-compete agreements		5,358		(2,682	)		2,676		5,190		(1,369	)		3,821
Other		896		(601	)		295		886		(458	)		428	5.9		833		(149	)		684		824		(139	)		685
Total amortized intangible assets		93,696		(28,484	)		65,212		91,477		(18,264	)		73,213			99,548		(35,541	)		64,007		99,689		(35,074	)		64,615
Unamortized intangible assets:
Indefinite-lived intangible assets:
Business licenses		460		—			460		460		—			460			575		—			575		574		—			574
Other intangible assets	$	94,156	$	(28,484	)	$	65,672	$	91,937	$	(18,264	)	$	73,673		$	100,123	$	(35,541	)	$	64,582	$	100,263	$	(35,074	)	$	65,189

(in thousands)
Year ending December 31,
Remainder of 2017	$	2,812
2018		11,014
2019		9,946
2020		8,446
2021		7,450
Thereafter		25,544
Total	$	65,212

			Fair Value Measurements at Reporting Date Using
(in thousands)	September 30, 2017		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds⁽¹⁾	$	119	$	119	$	—	$	—
Other mutual funds⁽²⁾		2,560		2,560		—		—
Total assets at fair value on a recurring basis	$	2,679	$	2,679	$	—	$	—

(in thousands)	Total Viad Stockholders’ Equity			Noncontrolling Interest		Total Stockholders’ Equity
Balance at December 31, 2016	$	357,355		$	13,283	$	370,638
Net income		79,381			747		80,128
Dividends on common stock ($0.30 per share)		(6,119	)		—		(6,119	)
Common stock purchased for treasury		(1,272	)		—		(1,272	)
Employee benefit plans		5,916			—		5,916
Unrealized foreign currency translation adjustment		18,820			—		18,820
Other changes to AOCI		327					327
Other		56			—		56
Balance at September 30, 2017	$	454,464		$	14,030	$	468,494

(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, 2016	$	421		$	(29,084	)	$	(10,728	)	$	(39,391	)
Other comprehensive income before reclassifications		188			18,820			—			19,008
Amounts reclassified from AOCI, net of tax		(45	)		—			184			139
Net other comprehensive income		143			18,820			184			19,147
Balance at September 30, 2017	$	564		$	(10,264	)	$	(10,544	)	$	(20,244	)

	Nine Months Ended September 30,						Affected Line Item in the Statement Where Net Income is Presented
(in thousands)	2017			2016
Unrealized gains on investments	$	(72	)	$	(67	)	Interest income
Tax effect		27			25		Income taxes
	$	(45	)	$	(42	)

Recognized net actuarial loss⁽¹⁾	$	596		$	538
Amortization of prior service credit⁽¹⁾		(323	)		(377	)
Tax effect		(89	)		(61	)	Income taxes
	$	184		$	100

	Revenue						Segment Operating Results
	Weighted-Average Exchange Rates				FX Impact		Weighted-Average Exchange Rates				FX Impact
	2017		2016		(in thousands)		2017		2016		(in thousands)
GES:
Canada (CAD)	$	0.80	$	0.77	$	680	$	0.80	$	0.77	$	44
United Kingdom (GBP)	$	1.32	$	1.31		235	$	1.31	$	1.32		115
Europe (EUR)	$	1.19	$	1.12		382	$	1.18	$	1.14		13
						1,297						172
Pursuit
Canada (CAD)	$	0.80	$	0.77		2,119	$	0.80	$	0.77		1,218
					$	3,416					$	1,390

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
July 1, 2017 - July 31, 2017		—	$	—		—		440,540
August 1, 2017 - August 31, 2017		1,120	$	52.80		—		440,540
September 1, 2017 - September 30, 2017		154	$	56.05		—		440,540
Total		1,274	$	53.19		—		440,540