Viad (VVI) 10-Q 2023 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

or

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

For the transition period from ____________ to

Commission file number: 001-11015

 

Viad Corp

(Exact name of registrant as specified in its charter)

Delaware	36-1169950
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7000 East 1st Avenue Scottsdale, Arizona	85251-4304
(Address of principal executive offices)	(Zip Code)

(602) 207-1000

(Registrant’s telephone number, including area code)

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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 May 2, 2023, there were 20,833,353 shares of Common Stock ($1.50 par value) outstanding.

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022	3
	Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity for the Three Months Ended March 31, 2023 and 2022	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6.	Exhibits	39
Items 3-5	Not applicable
SIGNATURES		40

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VIAD CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
(in thousands, except share data)	2023			2022
Assets
Current assets
Cash and cash equivalents	$	50,818		$	59,719
Accounts receivable, net of allowances for doubtful accounts of $2,878 and $2,174,    respectively		133,708			122,373
Inventories		11,703			10,785
Current contract costs		21,413			14,331
Prepaid insurance		10,699			13,370
Other current assets		21,036			18,977
Total current assets		249,377			239,555
Property and equipment, net		551,660			549,578
Other investments and assets		18,261			17,457
Operating lease right-of-use assets		101,699			102,777
Deferred income taxes		2,666			565
Goodwill		121,870			121,429
Other intangible assets, net		58,746			58,985
Total Assets	$	1,104,279		$	1,090,346
Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities
Accounts payable	$	93,623		$	73,020
Contract liabilities		61,169			43,950
Accrued compensation		20,365			25,839
Operating lease obligations		14,723			13,463
Other current liabilities		45,185			41,653
Current portion of debt and finance obligations		10,751			13,192
Total current liabilities		245,816			211,117
Long-term debt and finance obligations		456,914			456,752
Pension and postretirement benefits		16,505			16,769
Long-term operating lease obligations		98,981			101,297
Other deferred items and liabilities		70,268			70,024
Total liabilities		888,484			855,959
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		4,975			4,956
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
Additional capital		568,661			570,271
Accumulated deficit		(357,120	)		(334,301	)
Accumulated other comprehensive loss		(46,800	)		(47,185	)
Common stock in treasury, at cost, 4,119,377 and 4,216,044 shares, respectively		(206,391	)		(211,657	)
Total Viad stockholders’ equity		(4,248	)		14,530
Non-redeemable noncontrolling interest		82,477			82,310
Total stockholders’ equity		78,229			96,840
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$	1,104,279		$	1,090,346

Refer to Notes to Condensed Consolidated Financial Statements.

1

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
(in thousands, except per share data)	2023			2022
Revenue:
Services	$	218,140		$	151,137
Products		42,651			26,223
Total revenue		260,791			177,360
Costs and expenses:
Costs of services		226,203			171,954
Costs of products		40,100			28,181
Corporate activities		3,165			2,673
Interest expense, net		12,249			5,877
Other expense, net		531			638
Restructuring charges		453			654
Impairment charges		—			583
Total costs and expenses		282,701			210,560
Loss from continuing operations before income taxes		(21,910	)		(33,200	)
Income tax benefit		(578	)		(2,582	)
Loss from continuing operations		(21,332	)		(30,618	)
Income (loss) from discontinued operations		(58	)		275
Net loss		(21,390	)		(30,343	)
Net loss attributable to non-redeemable noncontrolling    interest		398			1,204
Net loss attributable to redeemable noncontrolling interest		123			138
Net loss attributable to Viad	$	(20,869	)	$	(29,001	)
Diluted income (loss) per common share:
Continuing operations attributable to Viad common stockholders	$	(1.10	)	$	(1.54	)
Discontinued operations attributable to Viad common stockholders		0.00			0.01
Net loss attributable to Viad common stockholders	$	(1.10	)	$	(1.53	)
Weighted-average outstanding and potentially dilutive common    shares		20,751			20,518
Basic income (loss) per common share:
Continuing operations attributable to Viad common stockholders	$	(1.10	)	$	(1.54	)
Discontinued operations attributable to Viad common stockholders		0.00			0.01
Net loss attributable to Viad common stockholders	$	(1.10	)	$	(1.53	)
Weighted-average outstanding common shares		20,751			20,518
Amounts attributable to Viad
Loss from continuing operations	$	(20,811	)	$	(29,276	)
Income (loss) from discontinued operations		(58	)	��	275
Net loss	$	(20,869	)	$	(29,001	)

Refer to Notes to Condensed Consolidated Financial Statements.

2

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Net loss	$	(21,390	)	$	(30,343	)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments		1,195			3,412
Change in fair value of interest rate cap		(800	)		—
Change in net actuarial loss, net of tax (1)		(45	)		407
Change in prior service cost, net of tax (1)		35			—
Comprehensive loss		(21,005	)		(26,524	)
Non-redeemable noncontrolling interest:
Comprehensive loss attributable to non-redeemable noncontrolling interest		398			1,204
Unrealized foreign currency translation adjustments		565			737
Redeemable noncontrolling interest:
Comprehensive loss attributable to redeemable noncontrolling interest		123			138
Comprehensive loss attributable to Viad	$	(19,919	)	$	(24,445	)

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

Refer to Notes to Condensed Consolidated Financial Statements.

3

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

(Unaudited)

																								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, 2022	$	37,402	$	570,271		$	(334,301	)	$	(47,185	)	$	(211,657	)	$	14,530		$	82,310		$	96,840		$	4,956		$	132,591
Net loss		—		—			(20,869	)		—			—			(20,869	)		(398	)		(21,267	)		(123	)		—
Dividends on convertible preferred stock		—		—			(1,950	)		—			—			(1,950	)		—			(1,950	)		—			—
Change in fair value of interest rate cap		—		—			—			(800	)		—			(800	)		—			(800	)		—			—
Payment of payroll taxes on stock-based compensation through shares withheld		—		—			—			—			(204	)		(204	)		—			(204	)		—			—
Employee benefit plans		—		(4,677	)		—			—			5,468			791			—			791			—			—
Share-based compensation - equity awards		—		3,064			—			—			—			3,064			—			3,064			—			—
Unrealized foreign currency translation adjustment		—		—			—			1,195			—			1,195			565			1,760			142			—
Amortization of net actuarial loss, net of tax		—		—			—			(45	)		—			(45	)		—			(45	)		—			—
Amortization of prior service cost, net of tax		—		—			—			35						35						35
Other, net		—		3			—			—			2			5			—			5			—			—
Balance, March 31, 2023	$	37,402	$	568,661		$	(357,120	)	$	(46,800	)	$	(206,391	)	$	(4,248	)	$	82,477		$	78,229		$	4,975		$	132,591

Refer to Notes to Condensed Consolidated Financial Statements.

4

VIAD CORP

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

(Unaudited)

																								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

Refer to Notes to Condensed Consolidated Financial Statements.

5

VIAD CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Cash flows from operating activities
Net loss	$	(21,390	)	$	(30,343	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		12,475			13,279
Deferred income taxes		(2,304	)		(3,104	)
(Income) loss from discontinued operations		58			(275	)
Restructuring charges		453			654
Impairment charges		—			583
Gains on dispositions of property and other assets		(58	)		(74	)
Share-based compensation expense		3,065			2,166
Other non-cash items, net		1,331			2,836
Change in operating assets and liabilities:
Receivables		(10,726	)		(2,833	)
Inventories		(868	)		(919	)
Current contract costs		(6,995	)		(9,408	)
Accounts payable		20,621			7,426
Restructuring liabilities		(513	)		(534	)
Accrued compensation		(6,485	)		3,363
Contract liabilities		16,957			21,706
Income taxes payable		(5,735	)		(476	)
Other assets and liabilities, net		10,183			13,876
Net cash provided by operating activities		10,069			17,923
Cash flows from investing activities
Capital expenditures		(11,384	)		(12,570	)
Cash paid for acquisitions, net		(41	)		—
Proceeds from dispositions of property and other assets		66			76
Net cash used in investing activities		(11,359	)		(12,494	)
Cash flows from financing activities
Proceeds from borrowings		1,819			1,013
Payments on debt and finance obligations		(5,749	)		(4,849	)
Dividends paid on preferred stock		(1,950	)		(1,950	)
Payments of debt issuance costs		(200	)		(313	)
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased		(412	)		(518	)
Net cash used in financing activities		(6,492	)		(6,617	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		404			(178	)
Net change in cash, cash equivalents, and restricted cash		(7,378	)		(1,366	)
Cash, cash equivalents, and restricted cash, beginning of year		64,564			64,303
Cash, cash equivalents, and restricted cash, end of period	$	57,186		$	62,937

Refer to Notes to Condensed Consolidated Financial Statements.

6

VIAD CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Overview and Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements 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. 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 our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023 (“2022 Form 10-K”).

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

Nature of Business

We are a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events.

We operate through three reportable segments: Pursuit, Spiro, and GES Exhibitions. Spiro and GES Exhibitions 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 meetings and events, exhibition and program management, environments and permanent installations, brand and product activations, and marketing and measurement.

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.

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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 Recently Adopted
Accounting Standards Update (“ASU”) 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	The adoption of this new standard did not have a material impact on our consolidated financial statements.
ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations	Amendment requires that a buyer in a supplier finance program disclose key terms about the program in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations.	1/1/2023	We provided disclosure about supplier finance programs in Note 12 - Debt and Finance Obligations under the heading “Financing arrangements.” The required rollforward requirement is effective in the first quarter of 2024. The adoption of this new standard on January 1, 2023 did not otherwise have a material impact on our related disclosures.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded 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; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the redemption value of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. These estimates and assumptions may change as a result of the impact of global economic conditions, global inflationary pressures, and volatility in foreign exchange rates. Actual results could differ from these and other estimates.

Cash, Cash Equivalents, and Restricted Cash

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. 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:

	March 31,		December 31,
(in thousands)	2023		2022
Cash and cash equivalents	$	50,818	$	59,719
Restricted cash included in other current assets		6,368		4,845
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	57,186	$	64,564

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 at the time services are performed or upon delivery of the product.

8

Pursuit’s service revenue is recognized over time as the customer simultaneously receives and consumes the benefits, and product revenue is recognized at a point in time.

GES’ service revenue is primarily derived through its comprehensive range of marketing, event production, and other related services to event organizers and corporate brand marketers. 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 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, 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 is not attributable, directly or indirectly, to 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 Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered mezzanine equity and we report it between liabilities and 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 23 – Noncontrolling Interests – 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. Dividends paid-in-kind increase the redemption value of the preferred stock. 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 business. These facility leases have lease terms ranging up to 29 years. Our equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and Iceland on which our Pursuit hotels or attractions are located and 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 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 incremental borrowing

9

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 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 the related contract performance obligation(s). GES also provides customer rebates and volume discounts to certain event organizers that we recognize as a reduction of revenue. We include customer deposits 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, 2022	$	44,757
Cash additions		46,143
Revenue recognized		(27,321	)
Foreign exchange translation adjustment		(1,653	)
Balance at March 31, 2023	$	61,926

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, 2022	$	16,568
Additions		16,848
Expenses		(9,805	)
Foreign exchange translation adjustment		112
Balance at March 31, 2023	$	23,723

As of March 31, 2023, capitalized contract costs consisted of $23.7 million to fulfill contracts. We did not recognize an impairment loss with respect to capitalized contract costs during the three months ended March 31, 2023 or 2022.

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Disaggregation of Revenue

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

Pursuit

	Three Months Ended
	March 31,
(in thousands)	2023		2022
Services:
Ticket revenue	$	14,261	$	9,202
Rooms revenue		7,590		6,903
Transportation		1,945		1,179
Other		1,367		1,370
Total services revenue		25,163		18,654
Products:
Food and beverage		5,875		4,093
Retail operations		1,625		1,037
Total products revenue		7,500		5,130
Total revenue	$	32,663	$	23,784
Timing of revenue recognition:
Services transferred over time	$	25,163	$	18,654
Products transferred at a point in time		7,500		5,130
Total revenue	$	32,663	$	23,784
Markets:
Banff Jasper Collection	$	17,614	$	14,330
Alaska Collection		453		497
Glacier Park Collection		1,455		1,009
FlyOver		5,855		4,139
Sky Lagoon		7,286		3,809
Total revenue	$	32,663	$	23,784

GES

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Service lines:
Spiro	$	60,362		$	42,816
GES Exhibitions		169,497			111,831
Intersegment eliminations		(1,731	)		(1,071	)
Total revenue	$	228,128		$	153,576
Timing of revenue recognition:
Services transferred over time	$	192,977		$	132,483
Products transferred over time(1)		12,941			7,938
Products transferred at a point in time		22,210			13,155
Total revenue	$	228,128		$	153,576
Geographical markets:
North America	$	180,839		$	129,027
EMEA		49,537			25,813
Intersegment eliminations		(2,248	)		(1,264	)
Total revenue	$	228,128		$	153,576

(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.

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Note 3. Share-Based Compensation

We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan, as amended (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. In June 2017, we reserved 1,750,000 shares of common stock for issuance under the 2017 Plan. On May 24, 2022, we amended and restated the 2017 Plan, which among other things, increased the number of shares reserved for issuance under the 2017 Plan by 840,000 shares, bringing the total number of reserved shares to 2,590,000. As of March 31, 2023, there were 881,064 shares available for future grant under the 2017 Plan.

The following table summarizes share-based compensation expense:

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Performance-based restricted stock units	$	822		$	14
Restricted stock awards and restricted stock units		1,643			1,562
Stock options		600			590
Share-based compensation expense before income tax		3,065			2,166
Income tax benefit(1)		(22	)		(17	)
Share-based compensation expense, net of income tax	$	3,043		$	2,149

(1)

The 2023 and 2022 income tax benefit amount primarily reflects the tax benefit associated with our Canadian-based employees.

Note 4. Acquisition and Disposition

2022 Acquisition

Glacier Raft Company

On April 6, 2022, we acquired the Glacier Raft Company, which provides guided river rafting trips operating in Pursuit’s West Glacier, Montana operations. The Glacier Raft Company also owns 13 log cabins, a lodge, and a wedding venue located on 50 acres with views into Glacier National Park. The purchase price was $26.5 million in cash. This acquisition was funded via cash on hand of approximately $11.5 million and borrowings under our revolving credit facility of $15.0 million.

The following table summarizes the final allocation of the aggregate purchase price and amounts of assets acquired and liabilities assumed based upon the estimated fair value at the date of acquisition. During the three months ended March 31, 2023, we made a purchase accounting measurement period adjustment of approximately $41,000 to working capital based on refinements to assumptions used in the preliminary valuation.

(in thousands)
Purchase price paid as:
Cash	$	26,507
Working capital adjustment		(920	)
Purchase price adjustment		125
Cash acquired		(177	)
Purchase price, net of cash acquired		25,535
Fair value of net assets acquired:
Inventory		370
Prepaid expenses and other		57
Property and equipment		6,487
Intangible assets		3,400
Total assets acquired		10,314
Customer deposits		1,575
Other current liabilities		32
Total liabilities assumed		1,607
Total fair value of net assets acquired		8,707
Excess purchase price over fair value of net assets acquired (“goodwill”)	$	16,828

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Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired was recorded as “Goodwill.” Goodwill relating to the Glacier Raft Company acquisition is included in the Pursuit reportable segment. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to future growth opportunities when combined with our other businesses. Goodwill is deductible for tax purposes. We included these assets in the Condensed Consolidated Balance Sheets from the date of acquisition.

Following are details of the purchase price allocated to the intangible assets acquired for the Glacier Raft Company:

(in thousands)	Amount		Weighted Average Life
Customer relationships	$	1,800	12 years
Operating licenses		1,300	17 years
Trade name		300	8 years
Total	$	3,400	14 years

The results of operations of the Glacier Raft Company have been included in the consolidated financial statements from the date of acquisition.

2022 Disposition

ON Services

On December 15, 2022, we completed the sale of substantially all of the assets of GES’ United States audio-visual production business, ON Services – AV Specialists, Inc. (“ON Services”), for approximately $30.0 million, subject to customary working capital adjustments. We recognized a gain on sale of $19.6 million. ON Services had a net carrying value of $10.4 million, which included $4.9 million of net working capital and net non-current assets of $5.5 million. Working capital consisted primarily of accounts receivable of $8.2 million and other current assets of $0.7 million, offset in part by current liabilities of $4.0 million. Net non-current assets consisted primarily of property and equipment of $6.0 million, offset in part by other liabilities of $0.5 million. The staging business of ON Services was included in the Spiro reportable segment and the venue services business in the United States was included in the GES Exhibitions reportable segment. The ON Services sale did not represent a strategic shift that has or will have a major effect on our operations and financial results, and therefore was not classified as a discontinued operation for any of the periods presented.

Note 5. Inventories

We state inventories, which consist primarily of exhibit design and construction materials and supplies, as well as retail inventory, at the lower of cost (first-in, first-out and specific identification methods) or net realizable value.

The components of inventories consisted of the following:

	March 31,		December 31,
(in thousands)	2023		2022
Raw materials	$	1,297	$	1,403
Finished goods		10,406		9,382
Inventories	$	11,703	$	10,785

Note 6. Other Current Assets

Other current assets consisted of the following:

	March 31,		December 31,
(in thousands)	2023		2022
Restricted cash	$	6,368	$	4,845
Prepaid software maintenance		4,264		4,650
Prepaid project deposit		3,625		3,615
Prepaid vendor payments		2,411		2,084
Income tax receivable		403		322
Prepaid taxes		309		142
Prepaid other		1,920		1,836
Other		1,736		1,483
Other current assets	$	21,036	$	18,977

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Note 7. Property and Equipment, Net

Property and equipment consisted of the following:

	March 31,			December 31,
(in thousands)	2023			2022
Land and land interests	$	30,922		$	30,902
Buildings and leasehold improvements		419,877			409,852
Equipment and other		415,536			413,485
Gross property and equipment		866,335			854,239
Accumulated depreciation		(372,590	)		(362,195	)
Property and equipment, net (excluding finance leases)		493,745			492,044
Finance lease ROU assets, net		57,915			57,534
Property and equipment, net	$	551,660		$	549,578

Depreciation expense was $10.3 million for the three months ended March 31, 2023 and $11.0 million for the three months ended March 31, 2022.

Property and equipment purchased through accounts payable and accrued liabilities decreased $0.3 million during the three months ended March 31, 2023 and decreased $2.1 million during the three months ended March 31, 2022. Capitalized interest was $0.3 million for the three months ended March 31, 2023 and $1.9 million for three months ended March 31, 2022, which was primarily related to the development of Pursuit’s FlyOver attractions.

Note 8. Other Investments and Assets

Other investments and assets consisted of the following:

	March 31,		December 31,
(in thousands)	2023		2022
Self-insured liability receivable	$	8,211	$	8,211
Other mutual funds		3,900		3,490
Contract costs		2,310		2,237
Other		3,840		3,519
Other investments and assets	$	18,261	$	17,457

Note 9. Goodwill and Other Intangible Assets

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

(in thousands)
Balance at December 31, 2022	$	121,429
Foreign currency translation adjustments		400
Other(1)		41
Balance at March 31, 2023	$	121,870

(1)

Represents a purchase accounting measurement period adjustment related to the Glacier Raft Company acquisition.

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.

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Other intangible assets consisted of the following:

		March 31, 2023							December 31, 2022
(in thousands)	Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intangible assets subject to amortization:
Customer contracts and relationships	7.5	$	34,588	$	(28,118	)	$	6,470	$	37,194	$	(30,109	)	$	7,085
Operating contracts and licenses	34.0		39,854		(3,738	)		36,116		38,993		(3,504	)		35,489
In-place lease	33.5		14,457		(1,513	)		12,944		14,420		(1,404	)		13,016
Tradenames	3.8		5,559		(3,508	)		2,051		5,546		(3,324	)		2,222
Other	4.9		772		(174	)		598		770		(163	)		607
Total amortized intangible assets			95,230		(37,051	)		58,179		96,923		(38,504	)		58,419
Indefinite-lived intangible assets:
Business licenses			567		—			567		566		—			566
Other intangible assets, net		$	95,797	$	(37,051	)	$	58,746	$	97,489	$	(38,504	)	$	58,985

Intangible asset amortization expense (excluding amortization expense of ROU assets) was $1.1 million for the three months ended March 31, 2023 and $1.2 million for the three months ended March 31, 2022.

At March 31, 2023, the estimated future amortization expense related to intangible assets subject to amortization is as follows:

(in thousands)
Year ending December 31,
Remainder of 2023	$	3,495
2024		3,641
2025		2,343
2026		2,309
2027		1,912
Thereafter		44,479
Total	$	58,179

Note 10. Other Current Liabilities

Other current liabilities consisted of the following:

	March 31,		December 31,
(in thousands)	2023		2022
Continuing operations:
Commissions payable	$	9,853	$	5,059
Accrued sales and use taxes		7,251		4,082
Accrued employee benefit costs		5,472		4,920
Self-insured liability		5,009		4,909
Accommodation service deposits		4,612		2,208
Accrued concession fees		3,197		4,297
Foreign income taxes payable		2,101		8,354
Current portion of pension and postretirement liabilities		1,258		1,426
Accrued professional fees		1,180		898
Other		4,814		4,958
Total continuing operations		44,747		41,111
Discontinued operations:
Self-insured liability		354		458
Environmental remediation liabilities		46		46
Other		38		38
Total discontinued operations		438		542
Total other current liabilities	$	45,185	$	41,653

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Note 11. Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

	March 31,		December 31,
(in thousands)	2023		2022
Continuing operations:
Foreign deferred tax liability	$	27,537	$	27,564
Multi-employer pension plan withdrawal liability		13,700		13,815
Self-insured excess liability		8,211		8,211
Self-insured liability		5,261		5,028
Accrued compensation		4,992		4,977
Accrued restructuring		3,051		3,245
Other		3,331		3,071
Total continuing operations		66,083		65,911
Discontinued operations:
Environmental remediation liabilities		2,162		2,177
Self-insured liability		1,718		1,631
Other		305		305
Total discontinued operations		4,185		4,113
Total other deferred items and liabilities	$	70,268	$	70,024

Note 12. Debt and Finance Obligations

The components of debt and finance obligations consisted of the following:

	March 31,			December 31,
(in thousands, except interest rates)	2023			2022
2021 Credit Facility - Term Loan B, 9.9% interest rate at March 31, 2023 and 9.4% at December 31, 2022, due through 2028(1)	$	394,000		$	395,000
Forest Park Hotel Construction Loan, 6.5% interest rate at March 31, 2023 and 8.8% at December 31, 2022, due through 2028(1)		12,400			11,491
FlyOver Iceland Credit Facility, 7.7% interest rate at March 31, 2023 and 6.9% at December 31, 2022, due through 2027(1)		4,742			4,965
FlyOver Iceland Term Loans, 11.8% weighted-average interest rate at March 31, 2023 and 10.1% at December 31, 2022, due through 2024(1)		564			594
Less unamortized debt issuance costs		(10,757	)		(11,848	)
Total debt		400,949			400,202
Finance lease obligations, 9.1% weighted-average interest rate at March 31, 2023 and December 31, 2022, due through 2067		64,538			64,729
Financing arrangements		2,178			5,013
Total debt and finance obligations (2)(3)		467,665			469,944
Current portion		(10,751	)		(13,192	)
Long-term debt and finance obligations	$	456,914		$	456,752

(1)

Represents the weighted-average interest rate in effect as of the end of the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

The estimated fair value of total debt and finance leases was $318.1 million as of March 31, 2023 and $301.8 million as of December 31, 2022. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 14 – Fair Value Measurements.

(3)

Cash paid for interest on debt was $11.4 million during the three months ended March 31, 2023 and $7.0 million during the three months ended March 31, 2022.

2021 Credit Facility

Effective July 30, 2021, we entered into a $500 million credit facility (the “2021 Credit Facility”). The 2021 Credit Facility provides for a $400 million term loan (“Term Loan B”) and a $100 million revolving credit facility (“Revolving Credit Facility”). The proceeds of the Term Loan B, net of $14.8 million in related fees, were used to repay the $327

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million outstanding balance under our then $450 million revolving credit facility and to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes.

LIBOR Transition Amendment

On February 6, 2023, we entered into the LIBOR Transition Amendment to the 2021 Credit Facility to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”). In accordance with the LIBOR replacement provisions outlined in the 2021 Credit Facility, additional credit spread adjustments apply to SOFR ranging from 0.11448% (for a one-month duration) up to 0.71513% (for a 12-month duration).

Term Loan B

The Term Loan B has a maturity date of July 30, 2028 and is subject to quarterly amortization of principal of $1.0 million. Interest rates are based on SOFR (plus additional credit spread adjustments as detailed above under “LIBOR Transition Amendment”) plus a 5.00% credit spread, with a SOFR floor of 0.50%. The Term Loan B carries no financial covenants.

As discussed in Note 13 – Derivative, we entered into an interest rate cap agreement that manages our exposure to interest rate increases on $300 million in borrowings and provides us with the right to receive payment if the one-month SOFR exceeds 5.0% (“strike rate”).

Revolving Credit Facility

The Revolving Credit Facility has a maturity date of July 30, 2026. As of March 31, 2023, capacity remaining under the Revolving Credit Facility was $89.1 million, reflecting $100.0 million total facility size, less $10.9 million in outstanding letters of credit.

In addition to borrowing based on one, three, six, or twelve month SOFR tenors (plus additional credit spread adjustments as detailed above under “LIBOR Transition Amendment”), we also have the option to borrow based on the “Base Rate”, which for any day is a fluctuating rate equal to the highest of the Fed Funds Rate plus 0.50%, Bank of America’s publicly announced “prime rate”, and SOFR plus 1.00%. Credit spreads for SOFR and Base Rate borrowings are based on Viad’s total net leverage ratio and range from 2.50% to 3.50% for SOFR borrowings and from 1.50% to 3.50% for Base Rate borrowings. Additionally, a 1.00% floor applies to the Bate Rate.

The Revolving Credit Facility includes an undrawn fee ranging from 0.30% to 0.50% that is based on Viad’s total net leverage ratio.

The Revolving Credit Facility carries financial covenants. On March 23, 2022, we entered into the First Amendment to the 2021 Credit Facility and on March 28, 2023, we entered into the Second Amendment to the 2021 Credit Facility. The amendments modified the financial covenants to the following:

•

Maintain a total net leverage ratio of not greater than 4.50 to 1.00 at March 31, 2023 and 4.00 to 1.00 at June 30, 2023 and thereafter; and

•

Maintain an interest coverage ratio of not less than 2.0 to 1.00.

As of March 31, 2023, our total net leverage ratio was 2.83 to 1.00, the interest coverage ratio was 3.48 to 1.00, and we were in compliance with all covenants under the Revolving Credit Facility.

In addition to U.S. dollar borrowings, we may borrow funds on the Revolving Credit Facility in Canadian Dollars based on the Canadian Dollar Offered Rate, Pound Sterling based on the Sterling Overnight Index Average, and Euros based on the Euro Interbank Offered Rate, plus applicable credit spreads. No such borrowings had been made as of March 31, 2023.

Forest Park Hotel Construction Loan Facility

Effective May 17, 2022, Pursuit, through a 60% owned subsidiary, entered into a construction loan facility for borrowings up to $17.0 million Canadian dollars for the development and construction of the Forest Park Hotel in Jasper National Park. Construction of the hotel was completed in August 2022. During January 2023, we completed our final borrowing under the construction loan facility bringing the total amount borrowed to approximately $16.8 million Canadian dollars.

The construction loan facility required interest only payments at Canada Prime plus 2.35% through January 31, 2023, at which time it was converted to a 6.5% fixed rate term loan. The term loan matures on February 1, 2028 and requires interest only payments through July 31, 2024.

FlyOver Iceland Credit Facility

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 an original maturity date of March 1, 2022. The loan proceeds were used to complete the development of the FlyOver Iceland attraction. The loan bears interest at the three month Euro Interbank Offered Rate plus 4.9%.

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FlyOver Iceland 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, which was further extended to September 1, 2027 by way of an option as permitted in the addendum, 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. Effective November 2, 2022, FlyOver Iceland received a financial covenant waiver for the 2022 through 2023 testing periods.

FlyOver Iceland Term Loans

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 an original maturity date of February 1, 2023 and bears interest at one-month Reykjavik InterBank Offered Rate (“REIBOR”) plus 4.99%. Effective November 23, 2022, FlyOver Iceland entered into an amendment to the ISK 50.0 million term loan wherein the maturity date was extended to February 1, 2024. 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.

Financing arrangements

We entered into insurance premium financing arrangements with two financial intermediaries 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 4.9%. The aggregate amount of premiums financed was $9.5 million with a remaining principal balance of $2.2 million as of March 31, 2023.

Note 13. Derivative

Interest Rate Cap

On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023. The interest rate cap manages our exposure to interest rate increases on $300 million in borrowings under the Term Loan B and provides us with the right to receive payment if the one-month SOFR exceeds 5.0% (“strike rate”). Beginning on February 28, 2023, we pay a fixed monthly deferred premium based on an annual rate of 0.3335% for the interest rate cap, which matures on January 31, 2025.

We designated the interest rate cap as a cash flow hedge designed to hedge the variability of the SOFR-based interest payments on the Term Loan B. Changes in the fair value of the interest rate cap are recorded in “accumulated other comprehensive income (loss)” (“AOCI”) in the Condensed Consolidated Balance Sheets. Amounts accumulated in AOCI are reclassified to “interest expense, net” in the Condensed Consolidated Statements of Operations when the hedged item affects earnings. We recognized $0.8 million of unrealized losses in AOCI during the three months ended March 31, 2023 and approximately $4,000 was reclassified to interest expense. We estimate that $1.1 million will be reclassified to earnings within the next 12 months.

The fair value of the interest rate cap is as follows:

		March 31,		December 31,
(in thousands)	Classification	2023		2022
Derivatives designated as hedging instruments
Interest rate cap - short-term	Other current liabilities	$	356	$	—
Interest rate cap - long-term	Other deferred items and liabilities		284		—
Total derivatives designated as hedging instruments		$	640	$	—

The fair value of the interest rate cap is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate cap including the period to maturity. While there are no quoted prices in active markets, our calculation uses observable market-based inputs, including interest rate curves. The interest rate cap is classified as Level 2 within the fair value hierarchy. Refer to Note 14 – Fair Value Measurements for related fair value disclosures.

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Note 14. Fair Value Measurements

The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.

The fair value of assets and liabilities measured at fair value on a recurring basis are as follows:

			Fair Value Measurements at Reporting Date Using
(in thousands)	March 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Other mutual funds (1)	$	3,900	$	3,900	$	—	$	—
Total assets at fair value on a recurring basis	$	3,900	$	3,900	$	—	$	—
Liabilities:
Interest rate cap (2)	$	640	$	—	$	640	$	—
Total liabilities at fair value on a recurring basis	$	640	$	—	$	640	$	—

			Fair Value Measurements at Reporting Date Using
(in thousands)	December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Other mutual funds (1)	$	3,490	$	3,490	$	—	$	—
Total assets at fair value on a recurring basis	$	3,490	$	3,490	$	—	$	—

(1)

We include other mutual funds in “Other investments and assets” in the Condensed Consolidated Balance Sheets.

(2)

Refer to Note 13 - Derivatives.

The carrying values of cash and cash equivalents, accounts receivables, and accounts payable approximate fair value due to the short-term nature of these instruments. Refer to Note 12 – Debt and Finance Obligations for the estimated fair value of debt obligations.

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Note 15. Loss Per Share

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

	Three Months Ended
	March 31,
(in thousands, except per share data)	2023			2022
Net loss attributable to Viad	$	(20,869	)	$	(29,001	)
Less: Allocation to participating securities		—			—
Convertible preferred stock dividends paid in cash		(1,950	)		(1,950	)
Adjustment to the redemption value of redeemable noncontrolling interest		—			(351	)
Net loss allocated to Viad common stockholders (basic)	$	(22,819	)	$	(31,302	)
Add: Allocation to participating securities		—			—
Net loss allocated to Viad common stockholders (diluted)	$	(22,819	)	$	(31,302	)
Basic weighted-average outstanding common shares		20,751			20,518
Additional dilutive shares related to share-based compensation		—			—
Diluted weighted-average outstanding shares		20,751			20,518
Loss per share:
Basic loss attributable to Viad common stockholders	$	(1.10	)	$	(1.53	)
Diluted loss attributable to Viad common stockholders(1)	$	(1.10	)	$	(1.53	)

(1)

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

Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or if-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than the participating securities. The if-converted method uses net income (loss) available to common stockholders and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock. We apply the two-class method in calculating income (loss) per common share as unvested share-based payment awards that contain nonforfeitable rights to dividends and preferred stock are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) per share. The adjustment to the carrying value of the redeemable noncontrolling interest is reflected in income (loss) per common share.

We excluded the following weighted-average potential common shares from the calculations of diluted net loss per common share during the applicable periods because their inclusion would have been anti-dilutive:

	Three Months Ended
	March 31,
(in thousands)	2023		2022
Convertible preferred stock		6,674		6,674
Unvested restricted share-based awards		225		207
Unvested performance share-based awards		101		37
Stock options		378		166

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Note 16. 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 (the “Investment Agreement”), relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share (the “Convertible Preferred Stock”), 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, 2023 and December 31, 2022. 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, 2023, $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. As of March 31, 2023, 546,283 shares remain available for repurchase under all prior authorizations.

Note 17. 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			Unrealized Loss on Interest Rate Cap			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2022	$	(42,983	)	$	(4,202	)	$	—		$	(47,185	)
Other comprehensive income (loss) before reclassifications		1,195			—			(800	)		395
Amounts reclassified from AOCI, net of tax		—			(10	)		—			(10	)
Net other comprehensive income (loss)		1,195			(10	)		(800	)		385
Balance at March 31, 2023	$	(41,788	)	$	(4,212	)	$	(800	)	$	(46,800	)

(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	)

Amounts reclassified from AOCI 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 19 – Pension and Postretirement Benefits for additional information.

Note 18. Income Taxes

The effective tax rate was 2.6% for the three months ended March 31, 2023 and 7.8% for the three months ended March 31, 2022.

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. During the three months March 31, 2023, we released the valuation allowance of $2.1 million that was recorded on deferred tax assets associated with certain separate states,

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which more than offset taxes due in jurisdictions without a valuation allowance. The rates were lower than the 21% federal rate for both three months ended March 31, 2023 and 2022 as a result of excluding the tax benefit in jurisdictions with a valuation allowance.

We paid net cash for income taxes of $8.0 million during the three months ended March 31, 2023, of which $7.3 million was paid to Canadian taxing authorities. We paid net cash for income taxes of $1.4 million during the three months ended March 31, 2022.

Note 19. Pension and Postretirement Benefits

The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended March 31, 2023 and 2022 consist of the following:

	Domestic Plans
	Pension Plans						Postretirement Benefit Plans					Foreign Pension Plans
(in thousands)	2023			2022			2023			2022		2023			2022
Service cost	$	—		$	—		$	6		$	10	$	44		$	85
Interest cost		211			125			93			54		92			88
Expected return on plan assets		(40	)		(2	)		—			—		(86	)		(125	)
Amortization of prior service credit		(8	)		—			29			22		—			—
Recognized net actuarial (gain) loss		71			134			(44	)		23		33			35
Net periodic benefit cost	$	234		$	257		$	84		$	109	$	83		$	83
Settlement cost		—			115			—			—		—			533
Total expenses	$	234		$	372		$	84		$	109	$	83		$	616

We expect to contribute $0.6 million to our funded pension plans, $0.8 million to our unfunded pension plans, and $0.7 million to our postretirement benefit plans in 2023. During the three months ended March 31, 2023, we contributed $0.1 million to our funded pension plans, $0.2 million to our unfunded pension plans, and $0.1 million to our postretirement benefit plans.

Note 20. Restructuring Charges

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. These initiatives resulted in restructuring charges related to the elimination of certain positions and continuing to reduce our facility footprint at GES.

Other Restructurings

We recorded restructuring charges in connection with certain reorganization activities within Pursuit. These charges primarily consist of severance and related benefits due to 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, 2022	$	1,609		$	1,818		$	12		$	3,439
Restructuring charges		135			311			7			453
Cash payments		(205	)		(289	)		(14	)		(508	)
Adjustment to liability		—			18			(5	)		13
Balance at March 31, 2023	$	1,539		$	1,858		$	—		$	3,397

As of March 31, 2023, $1.5 million of the liabilities related to severance and employee benefits and $1.5 million of liabilities related to facilities will remain unpaid by the end of 2023. The liabilities related to facilities primarily include dilapidations and non-lease expenses that will be paid over the remaining lease terms. Refer to Note 24 – Segment Information for information regarding restructuring charges by segment.

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Note 21. 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	2023		2022
Assets:
Operating lease assets	Operating lease ROU assets	$	101,699	$	102,777
Finance lease assets	Property and equipment, net		57,915		57,534
Total lease assets		$	159,614	$	160,311
Liabilities:
Current:
Operating lease obligations	Operating lease obligations	$	14,723	$	13,463
Finance lease obligations	Current portion of debt and finance obligations		3,052		2,978
Noncurrent:
Operating lease obligations	Long-term operating lease obligations		98,981		101,297
Finance lease obligations	Long-term debt and finance obligations		61,486		61,751
Total lease liabilities		$	178,242	$	179,489

The components of lease expense consisted of the following:

	Three Months Ended
	March 31,
(in thousands)	2023		2022
Finance lease cost:
Amortization of ROU assets	$	1,056	$	1,051
Interest on lease liabilities		1,410		1,435
Operating lease cost		6,207		5,822
Short-term lease cost		435		364
Variable lease cost		1,228		1,014
Total lease cost, net	$	10,336	$	9,686

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

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,652		$	5,798
Operating cash flows from finance leases	$	1,517		$	1,467
Financing cash flows from finance leases	$	605		$	724
ROU assets obtained in exchange for lease obligations:
Operating leases	$	3,016		$	9,331
Finance leases(1)	$	(13	)	$	3,107

(1)

Includes terminations of equipment finance leases.

	March 31,			December 31,
	2023			2022
Weighted-average remaining lease term (years):
Operating leases		8.35			8.51
Finance leases		34.02			34.07
Weighted-average discount rate:
Operating leases		7.32	%		7.25	%
Finance leases		9.13	%		9.12	%

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As of March 31, 2023, 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 2023	$	16,543		$	6,615		$	23,158
2024		22,308			7,751			30,059
2025		20,190			6,927			27,117
2026		19,353			6,418			25,771
2027		15,836			6,255			22,091
Thereafter		64,052			180,776			244,828
Total future lease payments		158,282			214,742			373,024
Less: Amount representing interest		(44,578	)		(150,204	)		(194,782	)
Present value of minimum lease payments		113,704			64,538			178,242
Current portion		(14,723	)		(3,052	)		(17,775	)
Long-term portion	$	98,981		$	61,486		$	160,467

As of March 31, 2023, 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 2023	$	1,326
2024		1,548
2025		1,342
2026		1,105
2027		465
Thereafter		593
Total minimum rents	$	6,379

Lease Not Yet Commenced

As of March 31, 2023, 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 a new FlyOver attraction, FlyOver Canada Toronto. The lease commencement date was originally planned for 2023, however, it has been postponed due to permitting and other related delays. Upon commencement date, it will have a lease term of 20 years.

Note 22. Litigation, Claims, Contingencies, and Other

We are plaintiffs or defendants in 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 us. Although the amount of liability as of March 31, 2023 with respect to unresolved legal matters is not ascertainable, we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our business, financial position, or results of operations.

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 immediately reported the accident to our relevant insurance carriers, who have supported our investigation and subsequent claims relating to the accident. In May 2023, we resolved charges from the Canadian office of Occupational Health and Safety in relation to this accident, resulting in fines and related payments in an aggregate amount of $0.5 million Canadian dollars (approximately $0.3 million U.S. dollars). We continue to manage our legal defense of various claims from the victims and their families. In addition, we believe that our reserves and, subject to customary deductibles, our insurance coverage is sufficient to cover potential claims related to this accident.

We are subject to various 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 we have or had operations. If we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and 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, we also face exposure to actual or potential claims and lawsuits involving environmental matters relating to our past operations. As of March 31, 2023, we had recorded environmental remediation liabilities of $2.2 million related to previously sold operations. Although we are a party to certain environmental disputes, we believe that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our financial position or results of operations.

24

As of March 31, 2023, on behalf of 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 our subsidiary operations. 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 we would be required to make under all guarantees existing as of March 31, 2023 would be $89.6 million. These guarantees relate to our leased equipment and facilities through January 2040. There are no recourse provisions that would enable us to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which we could recover payments.

A significant number of our employees are unionized and we are a party to approximately 100 collective bargaining agreements, with approximately one-third requiring renegotiation each year. If 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 our business and results of operations. We believe that relations with our employees are satisfactory and that collective bargaining agreements expiring in 2023 will be renegotiated in the ordinary course of business. Although our labor relations are currently stable, disruptions could occur, with the possibility of an adverse impact on the operating results of GES.

We are self-insured up to certain limits for workers’ compensation and general liabilities, which includes automobile, product general liability, and client property loss claims. The aggregate amount of insurance liabilities (up to our retention limit) related to our continuing operations was $10.3 million as of March 31, 2023, which includes $6.2 million related to workers’ compensation liabilities, and $4.1 million related to general liability claims. We have also retained and provided for certain workers’ compensation insurance liabilities in conjunction with previously sold businesses of $2.1 million as of March 31, 2023. We are also self-insured for certain employee health benefits and the estimated employee health benefit claims incurred but not yet reported was $1.5 million as of March 31, 2023. Provisions for losses for claims incurred, including actuarially derived estimated claims incurred but not yet reported, are made based on our historical experience, claims frequency, and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. We have purchased insurance for amounts in excess of the self-insured levels, which generally range from $0.2 million to $0.5 million on a per claim basis. We do not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Our net cash payments in connection with these insurance liabilities were $1.5 million for the three months ended March 31, 2023, and $1.6 million for the three months ended March 31, 2022.

In addition, as of March 31, 2023, we have recorded insurance liabilities of $8.2 million related to continuing operations, which represents the amount for which we remain the primary obligor after self-insured insurance limits, without taking into consideration the above-referenced insurance coverage. Of this total, $6.4 million is related to workers’ compensation liabilities and $1.8 million is related to general/auto liability claims, which is recorded in “Other deferred items and liabilities” in the Condensed Consolidated Balance Sheets with a corresponding receivable in “Other investments and assets.”

Note 23. 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, 2023. 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 August 2022 (the “Reference Date”), and in the event 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 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 Put Option Condition has not been met as of March 31, 2023. If the FlyOver Iceland attraction has not achieved the Put Option Condition by December 31, 2024, the put option expires.

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).

25

Changes in the redeemable noncontrolling interest are as follows:

(in thousands)
Balance at December 31, 2022	$	4,956
Net loss attributable to redeemable noncontrolling interest		(123	)
Foreign currency translation adjustment		142
Balance at March 31, 2023	$	4,975

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, 2022	$	16,690		$	55,702		$	9,918		$	82,310
Net income (loss) attributable to non-redeemable noncontrolling interest		(596	)		(649	)		847			(398	)
Foreign currency translation adjustments		—			143			422			565
Balance at March 31, 2023	$	16,094		$	55,196		$	11,187		$	82,477
Equity ownership interest that we do not own		20	%		40	%		49	%

(1)

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

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Note 24. Segment Information

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 chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer.

We measure the profit and performance of our operations on the basis of segment operating income (loss) which excludes restructuring charges, impairment charges, and certain other corporate expenses that are not allocated to the reportable segments. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations.

Our reportable segments, with reconciliations to consolidated totals, are as follows:

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Revenue:
Pursuit	$	32,663		$	23,784
GES:
Spiro		60,362			42,816
GES Exhibitions		169,497			111,831
GES intersegment eliminations		(1,731	)		(1,071	)
Total GES		228,128			153,576
Total revenue	$	260,791		$	177,360
Segment operating income (loss):
Pursuit	$	(19,112	)	$	(21,198	)
GES:
Spiro		3,174			(239	)
GES Exhibitions		10,410			(1,355	)
Total GES		13,584			(1,594	)
Segment operating loss		(5,528	)		(22,792	)
Corporate eliminations (1)		16			17
Corporate activities		(3,165	)		(2,673	)
Interest expense, net		(12,249	)		(5,877	)
Other expense, net		(531	)		(638	)
Restructuring charges:
Pursuit		(7	)		—
Spiro		(137	)		(418	)
GES Exhibitions		(309	)		(236	)
Impairment charges:
GES Exhibitions		—			(583	)
Loss from continuing operations before income taxes	$	(21,910	)	$	(33,200	)

(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.

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Additional information of our reportable segments is as follows:

	Three Months Ended March 31,
	March 31,
(in thousands)	2023		2022
Depreciation:
Pursuit	$	8,134	$	7,782
Spiro		500		929
GES Exhibitions		1,678		2,291
Corporate		20		4
	$	10,332	$	11,006
Amortization:
Pursuit	$	1,161	$	1,179
Spiro		63		52
GES Exhibitions		919		1,042
	$	2,143	$	2,273
Capital expenditures:
Pursuit	$	7,727	$	11,491
Spiro		647		144
GES Exhibitions		3,008		865
Corporate and other		2		70
	$	11,384	$	12,570

We do not report total assets by segment because this is not a metric used to allocate resources or evaluate segment performance by our CODM.

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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 “aim,” “anticipate,” “believe,” “could,” “deliver,” “estimate,” “expect,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “seek,” “target,” “will,” 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.

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

•

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

•

travel industry disruptions;

•

the impact of our overall level of indebtedness, as well as our financial covenants, on our operational and financial flexibility;

•

identified material weakness in our internal control over financial reporting;

•

seasonality of our businesses;

•

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

•

our ability to anticipate and adjust for new and emerging challenges presented by the ramifications of the COVID-19 pandemic on our businesses;

•

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

•

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

•

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

•

our ability to manage our business and continue our growth if we lose any of our key personnel;

•

the competitive nature of the industries in which we operate;

•

our dependence on large exhibition event clients;

•

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

•

transportation disruptions and increases in transportation costs;

•

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

•

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

•

our multi-employer pension plan funding obligations;

•

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

•

our exposure to cybersecurity attacks and threats;

•

our exposure to currency exchange rate fluctuations;

•

liabilities relating to prior and discontinued operations; and

•

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

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to Item 1A, “Risk Factors,” of our 2022 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 of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our 2022 Form 10-K and the condensed consolidated financial statements and related notes included in this Form 10-Q. The MD&A is intended to assist in understanding our financial condition and results of operations.

Overview

We are a leading global provider of extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events. We operate through three reportable segments: Pursuit, Spiro, and GES Exhibitions. Spiro and GES Exhibitions are both live event businesses, and are collectively referred to as “GES.”

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Current Macroeconomic Factors

During the three months ended March 31, 2023, international tourism and live event activity continued to improve and demand for our products and services remained strong despite ongoing macroeconomic volatility. We operated with little to no COVID-19 related disruptions during the first quarter of 2023, and supply chain and labor challenges improved. Changes in macroeconomic facts and circumstances, particularly high inflation and the resulting rise in interest rates, have increased our interest expense. The additional impacts of these and other macroeconomic developments on our operations cannot be predicted with certainty, but could have adverse effects on our business, financial condition, and results of operations in future periods.

Seasonality

Pursuit’s peak activity occurs during the summer months. During 2022, 81% of Pursuit’s revenue was earned in the second and third quarters.

GES’ live event activity can vary significantly from quarter to quarter and year to year depending on the frequency and timing of shows. Some shows are not held annually and some 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.

Results of Operations

Financial Highlights

	Three Months Ended
	March 31,
(in thousands, except per share data)	2023			2022			% Change
Total revenue	$	260,791		$	177,360			47.0	%
Net loss attributable to Viad	$	(20,869	)	$	(29,001	)		28.0	%
Segment operating loss(1)	$	(5,528	)	$	(22,792	)		75.7	%
Diluted loss per common share from continuing operations attributable to Viad common stockholders	$	(1.10	)	$	(1.54	)		28.6	%

(1)

Refer to Note 24 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating loss, to the most directly comparable GAAP measure.

Three months ended March 31, 2023 compared with the three months ended March 31, 2022

•

Total revenue increased $83.4 million during the three months ended March 31, 2023 as live event activity at GES continued to improve. Pursuit experienced stronger leisure travel as international visitation volume continued to recover during the three months ended March 31, 2023.

•

Net loss attributable to Viad improved $8.1 million during the three months ended March 31, 2023, primarily reflecting higher revenue, offset in part by higher interest expense during the 2023 period.

•

Segment operating loss improved $17.3 million during the three months ended March 31, 2023, primarily due to higher revenue at GES and Pursuit.

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Analysis of Revenue and Operating Results by Reportable Segment

Pursuit

The following table presents a comparison of Pursuit’s reported revenue and segment operating loss for the three months ended March 31, 2023 and 2022:

	Three Months Ended
	March 31,
(in thousands)	2023			2022			% Change
Revenue(1):
Pursuit:
Attractions	$	19,004		$	12,501			52.0	%
Hospitality		11,203			9,415			19.0	%
Transportation		1,973			1,288			53.2	%
Other		483			580			(16.7	)%
Total Pursuit	$	32,663		$	23,784			37.3	%
Segment operating loss(2):
Total Pursuit	$	(19,112	)	$	(21,198	)		9.8	%

(1)

Revenue by line of business does not agree to 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 24 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating loss, to the most directly comparable GAAP measure.

Three months ended March 31, 2023 compared with the three months ended March 31, 2022

Pursuit revenue increased $8.9 million driven by stronger leisure travel as international visitation volume continued to recover. Visitation at Pursuit’s Iceland attractions increased 74% at Sky Lagoon and 47% at FlyOver Iceland as compared to the prior year period, which reflects the lifting of travel restrictions that were in place during the first quarter of 2022.

Pursuit segment operating loss improved $2.1 million from the prior year period primarily due to the increase in revenue, offset in part by the increase in operating costs to support higher business volume during the three months ended March 31, 2023.

Performance Measures

We use the following key business metrics to evaluate the performance of Pursuit’s 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 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, common in the hospitality industry, to 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

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properties are able to realize. Increases in ADR 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 increases in ancillary non-rooms revenue (including food and beverage and retail revenue).

The following table provides Pursuit’s key performance indicators:

	Three Months Ended									Three Months Ended
	March 31, 2023									March 31, 2022										% Change
	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		409,136			—			409,136			291,578			—		—		291,578			40.3	%		40.3	%
Ticket revenue (in thousands)	$	14,261		$	—		$	14,261		$	9,202		$	—	$	625	$	8,577			55.0	%		66.3	%
Effective ticket price	$	34.86		$	—		$	34.86		$	31.56		$	—	$	—	$	29.42			10.4	%		18.5	%
Attractions revenue (in thousands)	$	19,004		$	133		$	18,871		$	12,501		$	—	$	877	$	11,624			52.0	%		62.3	%
Revenue per attraction visitor	$	46.45		$	—		$	46.12		$	42.87		$	—	$	—	$	39.86			8.3	%		15.7	%
Hospitality Key Performance Indicators:
Room nights available		115,421			8,879			106,542			111,936			—		—		111,936			3.1	%		(4.8	)%
Rooms revenue (in thousands)	$	7,590		$	574		$	7,016		$	6,903		$	—	$	403	$	6,500			10.0	%		7.9	%
RevPAR	$	65.76		$	64.61		$	65.85		$	61.66		$	—	$	—	$	58.07			6.6	%		13.4	%
Occupancy		59.5	%		53.5	%		60.0	%		53.6	%		—		—		53.6	%		11.0	%		11.9	%
ADR	$	110.48		$	120.82		$	109.71		$	115.02		$	—	$	—	$	108.30			(3.9	)%		1.3	%
Hospitality revenue (in thousands)	$	11,203		$	580		$	10,623		$	9,415		$	—	$	510	$	8,905			19.0	%		19.3	%

(1)

New experiences comprise the following attractions that were opened or acquired after January 1, 2022: the Glacier Raft Company (acquired April 2022) and Forest Park Alpine Hotel (opened August 2022).

(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 experiences located 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 impact of changes in exchange rates for same-store Pursuit experiences located outside of the United States.

Attractions. The increase in same-store visitors during 2023 was driven by higher international visitation to Iceland and at our year-round Canadian experiences during 2023 as international visitation volume continued to recover. The increase in same-store revenue per attraction visitor during the three months ended March 31, 2023 was due to increased visitation to attractions with higher effective ticket prices.

Hospitality. Room nights available increased primarily as a result of the addition of the Forest Park Hotel during 2022. The increase in RevPAR on a same-store basis was primarily driven by higher occupancy and to a lesser extent by higher ADR on a same-store basis driven by revenue management efforts.

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GES

The following table presents a comparison of GES’ reported revenue and segment operating income (loss) for the three months ended March 31, 2023 and 2022:

	Three Months Ended
	March 31,
(in thousands)	2023			2022			% Change
Revenue:
GES:
Spiro	$	60,362		$	42,816			41.0	%
GES Exhibitions		169,497			111,831			51.6	%
Intersegment eliminations		(1,731	)		(1,071	)		(61.6	)%
Total GES	$	228,128		$	153,576			48.5	%
Segment operating income (loss)(1):
GES:
Spiro	$	3,174		$	(239	)	**
GES Exhibitions		10,410			(1,355	)	**
Total GES	$	13,584		$	(1,594	)	**

** Change is greater than +/- 100%

(1)

Refer to Note 24 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating income (loss), to the most directly comparable GAAP measure.

Three months ended March 31, 2023 compared with the three months ended March 31, 2022

Spiro and GES Exhibitions revenue increased $17.5 million and $57.7 million, respectively, primarily driven by increased live event activity at both GES Exhibitions and Spiro and the return of large-scale events that were postponed during the first quarter of 2022 due to the COVID-19 pandemic. Major non-annual shows, which represent shows greater than $1.0 million, increased approximately $3.6 million at Spiro and approximately $4.6 million at GES Exhibitions during the three months ended March 31, 2023 as compared to the prior year period. Spiro continues to win new logos with seven new clients during the three months ended March 31, 2023 and increased spend from existing clients. GES Exhibitions same-show revenue from U.S. exhibitions grew 26.4% compared to the prior year period.

Spiro and GES Exhibitions segment operating income improved $3.4 million and $11.8 million, respectively, from operating losses in the prior year period primarily due to higher revenue, improved sales mix, and the continued focus on managing discretionary costs.

Other Expenses

	Three Months Ended
	March 31,
(in thousands)	2023			2022			% Change
Corporate activities	$	3,165		$	2,673			18.4	%
Interest expense, net	$	12,249		$	5,877		**
Other expense, net	$	531		$	638			(16.8	)%
Restructuring charges	$	453		$	654			(30.7	)%
Impairment charges	$	—		$	583			(100.0	)%
Income tax benefit	$	(578	)	$	(2,582	)		77.6	%
Income (loss) from discontinued operations	$	(58	)	$	275		**

** Change is greater than +/- 100%

Corporate Activities – The increase in corporate activities expense during the three months ended March 31, 2023 was primarily driven by higher insurance costs in the 2023 period due to a prior year refund and higher stock-based compensation expense.

Interest Expense, net – The increase in interest expense during the three months ended March 31, 2023 was primarily due to higher interest rates in 2023, and to a lesser extent lower capitalized interest recorded during the three months ended March 31, 2023 of $0.3 million as compared to $1.9 million during the three months ended March 31, 2022. On January 4, 2023, we entered into an interest rate

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cap agreement with an effective date of January 31, 2023 to manage our exposure to interest rate increases on $300 million in borrowings under the Term Loan B. On February 6, 2023, we entered into the LIBOR Transition Amendment to the 2021 Credit Facility to replace LIBOR with the SOFR. Refer to Note 12 – Debt and Finance Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

Income Tax Benefit – The effective tax rate was 2.6% for the three months ended March 31, 2023 and 7.8% for three months ended March 31, 2022. During the quarter ended March 31, 2023, we released the valuation allowance of $2.1 million that was recorded on deferred tax assets associated with certain separate states, which more than offset taxes due in jurisdictions without a valuation allowance. The rates for both periods were lower than the 21% federal rate as a result of excluding the tax benefit in jurisdictions with a valuation allowance.

Liquidity and Capital Resources

We believe that our existing sources of liquidity will be sufficient to fund operations and projected capital outlays for at least the next 12 months and the longer term.

When assessing our current sources of liquidity, we include the following:

	March 31,		December 31,
(in thousands)	2023		2022
Unrestricted cash and cash equivalents(1)	$	50,818	$	59,719
Available capacity on Revolving Credit Facility(2)		89,073		86,670
Total available liquidity	$	139,891	$	146,389

(1)

As of March 31, 2023, we held approximately $37.0 million of our cash and cash equivalents outside of the United States, consisting of $11.8 million in Canada, $10.9 million in Iceland, $6.5 million in the United Arab Emirates, $5.3 million in the Netherlands, $2.3 million in Germany, and $0.2 million in other countries.

(2)

Includes our total Revolving Credit Facility of $100 million less outstanding letters of credit of $10.9 million as of March 31, 2023 and $13.3 million as of December 31, 2022.

Cash provided by operating activities, supplemented by our total cash and cash equivalents, is our primary source of liquidity for funding our strategic business requirements. During the three months ended March 31, 2023, net cash provided by operating activities was $10.1 million.

Our short-term and long-term funding requirements include debt obligations, capital expenditures, working capital requirements, and potential acquisitions and strategic investments as we focus on scaling Pursuit with investments in high-return unforgettable, inspiring experiences through its Refresh, Build, Buy growth strategy. Our projected capital outlays can be adjusted for changes in the operating environment.

Debt Obligations

Effective July 30, 2021, we entered into the $500 million 2021 Credit Facility. The 2021 Credit Facility provides for a $400 million Term Loan B and a $100 million Revolving Credit Facility. The proceeds of the Term Loan B, net of $14.8 million in related fees, were used to repay the $327 million outstanding balance under our then $450 million revolving credit facility and to provide for financial flexibility to fund future acquisitions and growth initiatives and for general corporate purposes.

The Revolving Credit Facility carries financial covenants. On March 28, 2023, we entered into the Second Amendment to the 2021 Credit Facility, which modified the interest coverage financial covenant. As of March 31, 2023, we were in compliance with all covenants under the Revolving Credit Facility. Refer to Note 12 – Debt and Finance Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.

Capital Expenditures

As of March 31, 2023, we have planned capital expenditures of approximately $75 million to $85 million for the next 12 months, including approximately $45 million on select growth projects, such as the development of FlyOver Chicago. We intend to continue making selective investments to advance Pursuit’s Refresh, Build, Buy growth strategy while maintaining a solid liquidity position.

Other Obligations

We have additional obligations as part of our ordinary course of business, beyond those committed for debt obligations and capital expenditures. Refer to Note 21 – Leases and Other and Note 19 – Pension and Postretirement Benefits of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information. The expected timing of payments of our

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obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on changes to agreed-upon amounts for certain obligations.

Cash Flows

Operating Activities

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Net loss	$	(21,390	)	$	(30,343	)
Depreciation and amortization		12,475			13,279
Deferred income taxes		(2,304	)		(3,104	)
(Income) loss from discontinued operations		58			(275	)
Restructuring charges		453			654
Impairment charges		—			583
Gains on dispositions of property and other assets		(58	)		(74	)
Share-based compensation expense		3,065			2,166
Other non-cash items, net		1,331			2,836
Changes in operating assets and liabilities		16,439			32,201
Net cash provided by operating activities	$	10,069		$	17,923

Net cash provided by operating activities decreased $7.9 million primarily due to a less favorable change in working capital, offset in part by improved operating results at GES and Pursuit.

Investing Activities

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Capital expenditures	$	(11,384	)	$	(12,570	)
Cash paid for acquisitions, net		(41	)		—
Proceeds from dispositions of property and other assets		66			76
Net cash used in investing activities	$	(11,359	)	$	(12,494	)

Net cash used in investing activities decreased $1.1 million primarily due to a decrease in capital expenditures in the 2023 period.

Financing Activities

	Three Months Ended
	March 31,
(in thousands)	2023			2022
Proceeds from borrowings	$	1,819		$	1,013
Payments on debt and finance obligations		(5,749	)		(4,849	)
Dividends paid on preferred stock		(1,950	)		(1,950	)
Payments of debt issuance costs		(200	)		(313	)
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased		(412	)		(518	)
Net cash used in financing activities	$	(6,492	)	$	(6,617	)

Net cash used in financing activities remained relatively flat during the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

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Debt and Finance Obligations

Refer to Note 12 – Debt and Finance Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion, all of which is incorporated by reference herein.

Share 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. As of March 31, 2023, 546,283 shares remained available for repurchase under all prior authorizations. In March 2020, our Board of Directors suspended our share repurchase program. The Board of Directors’ authorization does not have an expiration date.

During both the 2023 and 2022 periods, we repurchased shares related to tax withholding requirements on vested restricted share-based awards.

Critical Accounting Estimates

Refer to Part II, Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2022 Form 10-K for a discussion of our critical accounting estimates.

Impact of Recent Accounting Pronouncements

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

Non-GAAP Measure

In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose segment operating income (loss) as a non-GAAP financial measure. Our use of segment operating income (loss) is supplemental to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. As not all companies use identical calculations, segment operating income (loss) may not be comparable to similarly titled measures used by other companies. We believe that our use of segment operating income (loss) provides useful information to investors regarding our results of operations for trending, analyzing, and benchmarking our performance and the value of our business.

“Segment operating income (loss)” is net income (loss) attributable to Viad before income (loss) from discontinued operations, corporate activities, interest expense and interest income, income taxes, restructuring charges, impairment charges, and certain other corporate expenses that are not allocated to the reportable segments, and the reduction for income (loss) attributable to noncontrolling interests. Segment operating income (loss) is used to measure the profit and performance of our operating segments to facilitate period-to-period comparisons. Refer to Note 24 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of segment operating income (loss) to income (loss) from continuing operations before income taxes.

We believe segment operating income (loss) is a useful operating metric as it eliminates potential variations arising from taxes, debt service costs, impairment charges, restructuring charges, the reduction of income (loss) attributable to non-controlling interests, and the effects of discontinued operations, resulting in an additional measure considered to be indicative of our ongoing operations and segment performance. Although we use segment operating income (loss) to assess the performance of our business, the use of this measure is limited because this measure does not consider material costs, expenses, and other items necessary to operate, or resulting from, our business. As segment operating income (loss) does not consider these items, net income (loss) attributable to Viad should be considered as an important measure of financial performance because it provides a more complete measure of our performance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk exposure relates to fluctuations in foreign exchange rates and interest rates. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect our financial condition or results of operations. The foreign exchange risk is composed of both potential losses from the translation of foreign currency financial information and the remeasurement of foreign currency transactions. Interest rate risk is the risk that changing interest rates will adversely affect our financial position or results of operations.

Our foreign operations are primarily in Canada, the United Kingdom, Iceland, the Netherlands, United Arab Emirates, and Germany. The functional currency of our foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, we translate the assets and liabilities of 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 AOCI in the Condensed Consolidated Balance Sheets. As a result, significant fluctuations in foreign exchange rates relative to the

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U.S. dollar may result in material changes to our net equity position reported in the Condensed Consolidated Balance Sheets. We do not currently hedge our equity risk arising from the translation of foreign denominated assets and liabilities. We recorded cumulative unrealized foreign currency translation losses in stockholders’ equity of $41.8 million as of March 31, 2023 and $43.0 million as of December 31, 2022. We recorded unrealized foreign currency translation gains in other comprehensive income (loss) of $1.2 million during the three months ended March 31, 2023 and $3.4 million during the three months ended March 31, 2022.

For purposes of consolidation, revenue, expenses, gains, and losses related to our foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, our consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and segment operating income (loss) of 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. We do not currently hedge our net earnings exposure arising from the translation of our foreign revenue and segment operating income (loss).

We are exposed to foreign exchange transaction risk, as our foreign subsidiaries have certain loans and leases denominated in currencies other than the functional currency of the respective subsidiary. As of March 31, 2023, we had long-term contractual liabilities that were denominated in nonfunctional currencies of $47.6 million. As foreign exchange rates fluctuate, these liabilities are remeasured, and the corresponding adjustment is recorded in the Condensed Consolidated Statements of Operations. As of March 31, 2023 and December 31, 2022, we did not have any outstanding foreign currency forward contracts.

On January 4, 2023, we entered into an interest rate cap agreement with an effective date of January 31, 2023 to hedge cash flows on $300 million of our Term Loan B. Refer to Note 13 – Derivative of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information. We are exposed to short-term and long-term interest rate risk on certain of our other debt obligations.

Item 4. Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow 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, 2023.

Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were not effective as of March 31, 2023 due to a material weakness in internal control over financial reporting as described below. Notwithstanding the material weakness described below, based on the additional analysis and other post-closing procedures performed, the Company believes the Condensed Consolidated Financial Statements and other financial information included in this Quarterly Report on Form 10-Q, are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America.

Identification of Material Weakness in Controls over Financial Reporting

During our year-end close and review procedures for the year ended December 31, 2022, a material weakness was identified over the remeasurement of monetary liabilities in nonfunctional currencies as a result of the error identified in accounting for a finance lease at the Company’s Sky Lagoon attraction in Iceland, which impacted costs of services, long-term debt and finance obligations, and net income attributable to Viad after accounting for taxes and noncontrolling interests. This error was corrected in the Form 10-Q/A for the quarter ended September 30, 2022, which was filed on February 28, 2023.

Remediation Plan

We have designed and implemented an internal control to address the above material weakness. The material weakness cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. These remediation efforts are still in process and have not yet been completed.

Changes in Internal Control over Financial Reporting

Other than the execution of the material weakness remediation activities described above, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended March 31, 2023.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 22 – 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 in which we are involved, which information is incorporated by reference herein.

Item 1A. Risk Factors

In addition to other information set forth in this report, careful consideration should be given to the factors discussed in 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 2022 Form 10-K, which could materially affect our business, financial condition, or future results.

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

The following table summarizes the total number of shares of our common stock that were repurchased during the three months ended March 31, 2023 pursuant to publicly announced plans or programs, as well as certain previously owned shares of common stock that were surrendered by employees, former employees, and non-employee directors 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
January 1, 2023 - January 31, 2023		—	$	—		—		546,283
February 1, 2023 - February 28, 2023		7,695	$	25.62		—		546,283
March 1, 2023 - March 31, 2023		290	$	23.32		—		546,283
Total		7,985	$	25.53		—		546,283

Pursuant to previously announced authorizations, our Board of Directors 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 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 2023, certain previously owned shares of common stock were surrendered for tax withholding requirements on vested share-based awards.

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Item 6. Exhibits

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	Period Ending	Exhibit	Filing Date
10.1		Second Amendment, dated as of March 28, 2023, 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 (as amended by the First Amendment, dated as of March 23, 2022), among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto from time to time.	8-K		10.1	3/31/2023
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

*	Filed herewith.
**	Furnished herewith.
***	The Inline XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document.
****	Submitted electronically herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIAD CORP
	(Registrant)
May 5, 2023	By:	/s/ Leslie S. Striedel
(Date)		Leslie S. Striedel
		Chief Accounting Officer and Duly Authorized Officer

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