Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
VVI > SEC Filings for VVI > Form 10-Q on 7-Nov-2008All Recent SEC Filings

Show all filings for VIAD CORP | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for VIAD CORP


7-Nov-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion should be read in conjunction with Viad Corp's condensed consolidated financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Viad Corp's actual results could differ materially from those anticipated due to various factors discussed under "Forward-Looking Statements" and elsewhere in this quarterly report.
Overview:
On January 4, 2008, Viad Corp ("Viad" or the "Company") completed the acquisition of The Becker Group, Ltd. ("Becker Group"), an experiential marketing company specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. With more than 50 years of experience, Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America. Becker Group has been included with Exhibitgroup/Giltspur to form the Experiential Marketing Services segment.
Viad operates in three reportable business segments as follows:
GES - GES Exposition Services, Inc. ("GES") and its segment affiliates provide exhibition and event services throughout North America and the United Kingdom consisting of: show planning and production; floor plan design and layout; decorating, graphics and signage, and furniture, carpet and fixture procurement and rental. These services are provided to a variety of show organizers, including venues, trade associations and show management companies. GES' customer base also includes exhibitors for which GES provides exhibit design, construction, refurbishment, storage and rental services, including related show services such as logistics and transportation; material handling, electrical, plumbing, rigging and cleaning, and exhibit installation and dismantling.
Experiential Marketing Services - This segment consists of Exhibitgroup/Giltspur and its segment affiliates ("Exhibitgroup/Giltspur") and Becker Group. Exhibitgroup/Giltspur is an integrated experience marketing agency that specializes in exhibits, events and other face-to-face marketing opportunities. Exhibitgroup/Giltspur combines its core services of custom design, construction and marketing expertise with an ability to provide complete event program management. It leverages its global network to efficiently manage client programs. Its services include: design; integrated marketing including pre- and post event communications and customer relationship management; staff training; event surveys; program management and planning; logistics management; maintenance and warehousing; in-house installation and dismantling; show services; online program management tools and multimedia services.
Exhibitgroup/Giltspur also provides portable and "modular" exhibits, kiosks for shopping malls and retail stores, and design, construction and installation services for permanent installations including museums, corporate lobbies, visitors centers, showrooms and retail interiors. Becker Group is an experiential marketing company specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America.
Travel and Recreation Services - This segment consists of Brewster Inc. ("Brewster") and Glacier Park, Inc. ("Glacier Park"). Brewster provides tourism services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster's operations include the Banff Gondola, Columbia Icefield Ice Explorer Tours, motorcoach services, charter and sightseeing services, tour boat operations, inbound package tour operations and hotel operations. Glacier Park operates four historic lodges and three motor inns and provides food and beverage operations, retail operations and tour and transportation services in and around Glacier National Park in Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is an 80 percent owned subsidiary of Viad.
The following are financial highlights of the third quarter of 2008 as compared to the third quarter of 2007 that are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"):
Viad Corp (Consolidated)
• Total revenues of $302.4 million compared to $228.8 million in the third quarter of 2007

• Net income of $16.8 million versus $8.5 million in 2007

• Diluted income per share of $0.81 versus $0.41 in 2007

• Cash and cash equivalents totaled $152.9 million as of September 30, 2008

• Debt was $12.9 million as of September 30, 2008

• Viad repurchased 328,000 shares of its common stock for $10.1 million

Page 21


GES
• Revenues of $203.3 million, an increase of 34.1 percent from 2007

• Segment operating income of $7.9 million, compared to a loss of $2.7 million in 2007

Experiential Marketing Services
• Revenues of $48.6 million, an increase of 81.0 percent from 2007

• Segment operating loss of $3.6 million, compared to a loss of $6.2 million in 2007

Travel and Recreation Services
• Revenues of $50.5 million, comparable to 2007 revenue of $50.3 million

• Segment operating income of $21.7 million, a decrease of 1.8 percent from 2007

Non-GAAP Measure:
The following discussion includes a presentation of Adjusted EBITDA which is utilized by management to measure the profit and performance of Viad's operations and to facilitate period to period comparisons. "Adjusted EBITDA" is defined by Viad as net income before interest expense, income taxes, depreciation and amortization, impairment losses and recoveries, changes in accounting principles and the effects of discontinued operations. Adjusted EBITDA is considered a useful operating metric as potential variations arising from taxes, depreciation, debt service costs, impairment losses and recoveries, changes in accounting principles and the effects of discontinued operations are eliminated, thus resulting in an additional measure considered to be indicative of Viad's ongoing operations. The presentation of Adjusted EBITDA is supplemental to results presented under GAAP and may not be comparable to similarly titled measures used by other companies. This non-GAAP measure should be considered in addition to, but not a substitute for, other measures of financial performance and liquidity reported in accordance with GAAP.
Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad's results of operations for trending, analyzing and benchmarking the performance and value of Viad's business. Management uses Adjusted EBITDA primarily as a performance measure and believes that the GAAP financial measure most directly comparable to this non-GAAP measure is net income. Although Adjusted EBITDA is used as a financial measure to assess the performance of the business, the use of Adjusted EBITDA is limited because it does not consider material costs, expenses and other items necessary to operate the business. These items include debt service costs, non-cash depreciation and amortization expense associated with long-lived assets, expenses related to U.S. federal, state, local and foreign income taxes, impairment losses or recoveries, and the effects of accounting changes and discontinued operations. Because Adjusted EBITDA does not consider the above items, a user of Viad's financial information should consider net income as an important measure of financial performance because it provides a more complete measure of the Company's performance.
A reconciliation of Adjusted EBITDA to net income is as follows:

                                                   Three months ended September 30,                 Nine months ended September 30,
                                                     2008                    2007                    2008                     2007
                                                                                    (in thousands)
Adjusted EBITDA                                 $        30,967         $        16,722        $         91,814         $         80,929
Impairment recoveries                                         -                      72                       -                      172
Interest expense                                           (430 )                  (407 )                (1,308 )                 (1,252 )
Income tax expense                                       (6,235 )                (1,843 )               (22,532 )                (21,972 )
Depreciation and amortization                            (7,544 )                (5,969 )               (21,388 )                (16,965 )
Income (loss) from discontinued operations                    -                     (37 )                  (210 )                     65

Net income                                      $        16,758         $         8,538        $         46,376         $         40,977

The increase in Adjusted EBITDA of $14.2 million for the third quarter of 2008 compared to the third quarter of 2007 was primarily driven by higher segment operating results at GES and Experiential Marketing Services. The increase in Adjusted EBITDA of $10.9 million for the first nine months of 2008 compared to 2007 was primarily due to higher segment operating results at GES and Experiential Marketing Services and restructuring charges in 2007, partially offset by lower interest income in 2008.
See "Results of Operations" below for a discussion of fluctuations.

Page 22


Results of Operations:
Comparison of Third Quarter of 2008 to the Third Quarter of 2007 Revenues for the third quarter of 2008 increased 32.1 percent to $302.4 million from $228.8 million in the third quarter of 2007. Income before income taxes and minority interest was $23.9 million for the third quarter of 2008 compared to $11.3 million in the third quarter of 2007. Viad's income from continuing operations for the third quarter of 2008 was $16.8 million, or $0.81 per diluted share, up from $8.6 million, or $0.41 per diluted share, in the third quarter of 2007. This was largely the result of positive show rotation as well as new client wins at Exhibitgroup/Giltspur.
Net income for the third quarter of 2008 was $16.8 million, or $0.81 per diluted share, compared to net income of $8.5 million, or $0.41 per diluted share, in the third quarter of 2007, which included a loss from discontinued operations of $37,000 primarily related to tax and other matters associated with previously sold operations.
GES. Revenues for GES were $203.3 million for the third quarter of 2008, up 34.1 percent from $151.6 million in the third quarter of 2007. The increase in revenue resulted primarily from positive show rotation revenue of $53 million. Base same-show revenue declined 11.1 percent in the third quarter of 2008, driven largely by two major retail shows. Excluding those retail shows, base same-show revenue declined 3.0 percent, reflecting modest declines across all industry sectors as a result of the economic slow down. Management defines base same-show revenue growth as growth in exhibitions and events that occur in the same quarter and same city every year. Base same-shows represented approximately 31 percent of GES' revenue in the third quarter of 2008.
Segment operating income was $7.9 million in the third quarter of 2008, compared to a loss of $2.7 million in the third quarter of 2007. The increase was primarily due to the increase in revenue.
In general, the exhibition and event industry is experiencing signs of the economic slow-down, which is impacting trade show attendance and exhibitor participation, particularly in retail and consumer shows. Additionally, the pricing environment remains somewhat challenging. The prospects for individual shows tend to be driven by the success of the industry related to those shows. Although GES has a diversified revenue base and long-term contracts for future shows, revenue growth is affected by general economic and industry-specific conditions. In 2009, management expects show rotation to negatively impact revenues by more than $60 million due to several major, non-annual shows that occurred in 2008. Management remains focused on increasing productivity and controlling costs, including the implementation of cost reduction efforts.
GES and Exhibitgroup/Giltspur are subject to multiple collective bargaining agreements that affect labor costs, about one-third of which expire each year. Although labor relations between the companies and labor are currently stable, disruptions during future contract negotiations could occur, with the possibility of an adverse impact on the operating results of GES and/or Exhibitgroup/Giltspur.
Experiential Marketing Services. Revenues for Viad's Experiential Marketing Services segment were $48.6 million in the third quarter of 2008, up 81.0 percent from $26.8 million in the third quarter of 2007. Included in the 2008 amount was $2.2 million of revenue earned by Becker Group. On an organic basis (without Becker Group's revenue), revenue increased 72.9 percent to $46.4 million as compared to $26.8 million in the third quarter of 2007 driven by positive show rotation revenue of $13 million from the Farnborough International Airshow and new business at Exhibitgroup/Giltspur. Segment operating loss for the third quarter of 2008 was $3.6 million (including a loss of $2.7 million from Becker Group) compared to an operating loss of $6.2 million in the third quarter of 2007. On an organic basis (without Becker Group's operating loss), segment operating results improved by $5.3 million to a loss of $909,000 due to the revenue growth at Exhibitgroup/Giltspur.
Results of Viad's Experiential Marketing Services segment are affected by seasonality. Exhibitgroup/Giltspur generally reports its highest revenues during the second quarter of each year. Becker Group generates a substantial portion of its full year revenues during the fourth quarter from the sale of large-scale, holiday-themed events and experiences. As a result of seasonality, Becker Group produced expected losses in each of the first three quarters. Management expects Becker Group to produce a substantial profit in the fourth quarter.
In response to a challenging exhibit construction market, management is focused on repositioning Exhibitgroup/Giltspur as an experience marketing agency to capture a greater share of clients' marketing budgets by delivering comprehensive, innovative, value-added solutions that enable clients to generate a higher return on their face-to-face marketing investments. Management is also focused on improving the sales pipeline and win rate to drive profitable revenue growth, as well as cost control, productivity enhancements and increased capacity utilization in order to improve profitability in future years.
Revenue growth is affected by general economic and industry-specific conditions and visibility over future revenues continues to be poor. Although the Experiential Marketing Services segment has a diversified revenue base, a portion of the segment's revenue is generated from sales to regional shopping malls and lifestyle centers, including sales of holiday-themed

Page 23


events and experiences provided by Becker Group as well as retail merchandising units sold by Exhibitgroup/Giltspur. As a result of the economic slow-down, some shopping center clients have reduced their planned holiday dιcor spending for the fourth quarter of 2008.
Travel and Recreation Services. Revenues of the travel and recreation services businesses were $50.5 million, up slightly compared to third quarter 2007 revenues of $50.3 million. Segment operating income was $21.7 million for the third quarter of 2008, down slightly from $22.1 million in the 2007 quarter. Brewster experienced a decline in passenger volumes as a result of reduced international travel to Canada. Glacier Park realized improved occupancy and room revenue at its inns and lodges due to stronger domestic travel.
For the full year 2007, approximately 75 percent of revenue and 85 percent of operating income generated in the Travel and Recreation Services segment was derived through its Canadian operations. These operations are largely affected by foreign customer visitation, and, accordingly, increases in the value of the Canadian dollar compared to other currencies could adversely affect customer volumes, and, therefore, revenue and operating income in the Travel and Recreation Services segment.
The operating results related to Viad's Canadian travel and recreation subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 0.96 and 0.95 for the third quarters of 2008 and 2007, respectively. Accordingly, Viad's consolidated third quarter results of operations were favorably impacted by the strengthening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian operations. Decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars.
Glacier Park operates the concession portion of its business under concession contracts with the U.S. National Park Service (the "Park Service") for Glacier National Park and with the Canadian Government for Waterton Lakes National Park. Glacier Park's 42-year lease with the Canadian Government expires in 2010 with Glacier Park having an option to renew for two additional terms of 42 years each. Glacier Park's original 25-year concession contract with the Park Service that was to expire on December 31, 2005, was extended for three one-year periods and now expires on December 31, 2008. The Park Service, in its sole discretion, may continue extending Glacier Park's concession contract in one-year increments. The Park Service has indicated that the contract will be extended through December 31, 2009. When this contract ultimately expires, Glacier Park will have the opportunity to bid on a new concession contract. If Glacier Park does secure a new contract, possible terms would be for 10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier Park's remaining business would consist of the operations at Waterton Lakes National Park and East Glacier, Montana. In such a circumstance, Glacier Park would be entitled to an amount equal to its "possessory interest," which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to the concession property at Glacier National Park during the term of the concessions contract. This value would be based on the reconstruction cost of a new unit of like kind, less physical depreciation, but not to exceed fair market value. Glacier Park generated approximately 20 percent of Travel and Recreation Services' full year 2007 segment operating income.
Corporate Activities. Corporate activities totaled $2.7 million in the third quarter of 2008, compared to $2.3 million in the third quarter of 2007. The increase was primarily due to higher share-based compensation expense.
Interest Income. Interest income totaled $809,000 in the third quarter of 2008, compared to $1.5 million in the third quarter of 2007. The decrease was primarily due to lower interest rates as well as lower cash balances.
Income Taxes. The effective tax rate in the third quarter of 2008 on income before taxes and minority interest was 26.1 percent, compared to 16.3 percent in the third quarter of 2007. The low rates were primarily due to the net favorable resolution of tax matters of $2.3 million and $1.9 million in 2008 and 2007, respectively.
Comparison of First Nine Months of 2008 to the First Nine Months of 2007 Revenues for the first nine months of 2008 increased 16.1 percent to $915.0 million from $788.2 million in 2007. The increase was primarily driven by positive show rotation at GES, new business and increased client spending at Exhibitgroup/Giltspur and an additional month of results from the February 1, 2007 acquisition of Melville Exhibition and Event Services Limited and affiliated company, Corporate Technical Services Limited (collectively "Melville"). Income before income taxes and minority interest was $69.8 million for the first nine months of 2008, up 9.5 percent from $63.7 million for the comparable period in 2007. Income from continuing operations for the first nine months of 2008 was $46.6 million, or $2.25 per diluted share, compared to $40.9 million, or $1.95 per diluted share in the comparable period in 2007. These results reflect higher segment operating income at Exhibitgroup/Giltspur and GES, partially offset by the seasonal operating losses at Becker Group. Additionally, 2007 results include pre-tax income of $3.9 million at GES from the favorable resolution of a contract dispute.
Net income for the first nine months of 2008 was $46.4 million, or $2.24 per diluted share, which included a loss from discontinued operations of $210,000, or $0.01 per diluted share, related to certain obligations associated with previously sold operations. This compares to net income of $41.0 million, or $1.95 per diluted share, for the first nine months of 2007, which

Page 24


included income from discontinued operations of $65,000 primarily related to tax and other matters associated with previously sold operations.
GES. Revenues for GES were $676.6 million for the first nine months of 2008, an increase of 14.8 percent as compared to $589.3 million in the first nine months of 2007. The increase was primarily due to positive show rotation revenue of $71 million, growth in exhibitor discretionary revenue and $8.7 million from an additional month of results from Melville. Base same-show revenue declined 2.7 percent in the first nine months of 2008. Base same-shows represented approximately 35 percent of GES' revenue in the first nine months of 2008.
Segment operating income was $57.7 million in the first nine months of 2008, up 12.1 percent from $51.5 million in the 2007 period. Segment operating margins were 8.5 percent in the first nine months of 2008, compared to 8.7 percent in the 2007 period. The slight decline in segment operating margins was primarily due to $3.9 million of pre-tax income from a 2007 contract dispute, shifts in the mix of second quarter shows from higher margin to lower margin geographies and a decline in exhibitor participation at two major retail shows during the first and third quarters of 2008, partially offset by higher margins on rotating shows and the implementation of cost reduction efforts.
Experiential Marketing Services. Revenues for Viad's Experiential Marketing Services segment were $158.2 million in the first nine months of 2008, up 28.9 percent from $122.7 million in the comparable period in 2007. Included in the 2008 amount was $4.0 million of revenue earned by Becker Group. On an organic basis (without Becker Group's revenue), revenue increased 25.7 percent to $154.2 million as compared to $122.7 million in the 2007 period, driven by increased client spending and new business at Exhibitgroup/Giltspur. Segment operating loss in the first nine months of 2008 was $5.8 million (including a loss of $7.5 million from Becker Group), compared to an operating loss of $6.3 million in the 2007 period. On an organic basis (without Becker Group's operating loss), segment operating results improved by $8.0 million to income of $1.8 million due to revenue growth at Exhibitgroup/Giltspur.
Travel and Recreation Services. Revenues of the Travel and Recreation Services segment were $80.2 million in the first nine months of 2008, up 5.3 percent as compared to $76.2 million in 2007. Segment operating income was $23.7 million for the first nine months of 2008, compared with $24.2 million for the first nine months of 2007. During the 2008 period, Brewster experienced a decline in passenger volumes as a result of reduced international travel to Canada. Glacier Park realized improved occupancy and room revenue at its inns and lodges due to stronger domestic travel.
The operating results related to Viad's travel and recreation subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 0.97 and 0.95 for the first nine months of 2008 and 2007, respectively. Accordingly, Viad's consolidated results of operations have been favorably impacted by the strengthening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian operations. Decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars.
Interest Income. Interest income totaled $2.6 million in the first nine months of 2008, compared to $4.6 million in the comparable period in 2007. The decrease was primarily due to lower interest rates as well as lower cash balances.
Income Taxes. The effective tax rate in the first nine months of 2008 on income before taxes and minority interest was 32.3 percent, compared to 34.5 percent in the comparable period in 2007. The low rates were primarily due to the net favorable resolution of tax matters of $3.2 million and $1.9 million in 2008 and 2007, respectively.
Liquidity and Capital Resources:
Cash and cash equivalents were $152.9 million as of September 30, 2008 as compared to $165.1 million as of December 31, 2007, with the decrease primarily due to capital expenditures, the acquisition of Becker Group and share repurchases, mostly offset by cash flow from operations. Management believes that Viad's existing sources of liquidity will be sufficient to fund operations and capital commitments for at least the next 12 months.
Viad's total debt as of September 30, 2008 was $12.9 million compared to $14.2 million as of December 31, 2007. The debt-to-capital ratio was 0.025 to 1 as of September 30, 2008 compared with 0.029 to 1 as of December 31, 2007. Capital is defined as total debt and capital lease obligations plus minority interest and common stock and other equity.
Effective June 15, 2006, Viad amended and restated its $150 million secured revolving credit agreement dated June 30, 2004. The term of the amended and restated revolving credit agreement (the "Credit Facility") is five years (expiring on June 15, 2011) and borrowings are to be used for general corporate purposes (including permitted acquisitions) and to support up to $75 million of letters of credit. The Credit Facility may be increased up to an additional $75 million under certain circumstances. The lenders have a first perfected security interest in all of the personal property of Viad and GES, including 65 percent of the capital stock of top-tier foreign subsidiaries.

Page 25


Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the prime rate or the London Interbank Offered Rate ("LIBOR"), plus appropriate spreads tied to Viad's leverage ratio. Commitment fees and letters of credit fees are also tied to Viad's leverage ratio. As of September 30, 2008, Viad had an outstanding borrowing of $8.4 million under the Credit Facility. Financial covenants include a minimum consolidated net worth requirement of not less than $344.6 million plus 50 percent of positive quarterly consolidated net income earned in each fiscal quarter beginning with the quarter ended June 30, 2006, plus net cash proceeds from all issuances of capital stock minus the . . .

  Add VVI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for VVI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.