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VVI > SEC Filings for VVI > Form 10-Q on 7-Aug-2009All Recent SEC Filings

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Form 10-Q for VIAD CORP


7-Aug-2009

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:
In July 2009, Viad announced a strategic reorganization to enhance shareholder value by aligning its brands and operations into two business units: the Marketing & Events Group (which includes Viad's GES and Experiential Marketing Services segments) and the Travel & Recreation Group (which includes Brewster and Glacier Park). The business units will be supported by a Corporate Services Group that centralizes responsibility for various corporate functions. Management anticipates future restructuring charges as a result of integration and consolidation activities associated with the reorganization. Viad Corp ("Viad" or the "Company") operates in three reportable business segments as follows:
Marketing & Events Group:
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, a division of Viad, and its affiliated companies, including SDD Exhibitions Limited and Voblo Verwaltungs GmbH ("Exhibitgroup/Giltspur") and The Becker Group, Ltd. ("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 & Recreation Group - Brewster Inc. ("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, Inc. ("Glacier Park") operates four historic lodges and three motor inns and provides food and beverage operations, retail operations and tour and transportation services in and around Glacier National Park in Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is an 80 percent owned subsidiary of Viad.
The following are financial highlights of the second quarter of 2009 presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"):
Viad Corp (Consolidated)
• Total revenues of $213.6 million compared to $277.2 million in the second quarter of 2008

• Net income attributable to Viad of $5.4 million versus $12.9 million in the second quarter of 2008

• Diluted income per share of $0.26 versus $0.62 in the second quarter of 2008

• Restructuring charges of $198,000 in 2009 primarily related to GES

• Cash and cash equivalents totaled $109.9 million as of June 30, 2009

• Debt was $13.9 million as of June 30, 2009

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Marketing & Events Group
GES:
• Revenues of $132.4 million, a decrease of 29.4 percent from the second quarter of 2008

• Segment operating income of $4.8 million, a decrease of 65.5 percent from the second quarter of 2008

Experiential Marketing Services:
• Revenues of $62.9 million, a decrease of 4.3 percent from the second quarter of 2008

• Segment operating income of $2.7 million, an increase of 38.7 percent from the second quarter of 2008

Travel & Recreation Group
• Revenues of $18.2 million, a decrease of 23.6 percent from the second quarter of 2008

• Segment operating income of $2.3 million, a decrease of 55.7 percent from the second quarter of 2008

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 attributable to Viad before interest expense, income taxes, depreciation and amortization, impairment losses and recoveries, changes in accounting principles and the effects of discontinued operations. 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. 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. This non-GAAP measure should be considered in addition to, but not as a substitute for, other measures of financial performance 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 attributable to Viad. Although Adjusted EBITDA is used as a financial measure to assess the performance of the business, the use of Adjusted EBITDA is limited because it does not consider material costs, expenses and other items necessary to operate the business. These items include debt service costs, non-cash depreciation and amortization expense associated with long-lived assets, expenses related to U.S. federal, state, local and foreign income taxes, impairment losses or recoveries, and the effects of accounting changes and discontinued operations. Because Adjusted EBITDA does not consider the above items, a user of Viad's financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company's performance. A reconciliation of Adjusted EBITDA to net income attributable to Viad is as follows:

                                           Three months ended June 30,            Six months ended June 30,
                                            2009                 2008               2009               2008
                                                                   (in thousands)
Adjusted EBITDA                        $       16,305       $       26,821      $      25,494       $   60,847
Interest expense                                 (425 )               (415 )             (845 )           (878 )
Income tax expense                             (3,311 )             (6,107 )           (4,212 )        (16,297 )
Depreciation and amortization                  (7,170 )             (7,216 )          (13,535 )        (13,844 )
Loss from discontinued operations                   -                 (210 )                -             (210 )

Net income attributable to Viad        $        5,399       $       12,873      $       6,902       $   29,618

The decrease in Adjusted EBITDA of $10.5 million for the second quarter of 2009 compared to the second quarter of 2008 was primarily driven by lower segment operating results at GES and the Travel & Recreation Group. The decrease in Adjusted EBITDA of $35.4 million for the first six months of 2009 compared to 2008 was primarily due to lower segment operating results at all segments as well as the 2009 restructuring charges. See "Results of Operations" below for a discussion of fluctuations.

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Results of Operations:
Comparison of Second Quarter of 2009 to the Second Quarter of 2008 Revenues for the second quarter of 2009 decreased 23.0 percent to $213.6 million from $277.2 million in the second quarter of 2008. Income from continuing operations before income taxes was $8.6 million for the second quarter of 2009 compared to $19.1 million in the second quarter of 2008. Income from continuing operations attributable to Viad for the second quarter of 2009 was $5.4 million, or $0.26 per diluted share, compared to $13.1 million, or $0.63 per diluted share, in the second quarter of 2008. These declines were largely the result of recessionary declines in trade show marketing spending and tourism, as well as unfavorable currency translation, which negatively impacted revenues by $13 million.
Net income attributable to Viad for the second quarter of 2009 was $5.4 million, or $0.26 per diluted share, as compared to $12.9 million, or $0.62 per diluted share, for the comparable period in 2008. The 2008 period included a loss from discontinued operations of $210,000, or $0.01 per diluted share, related to certain obligations associated with previously sold operations.
Marketing & Events Group. Revenues for GES were $132.4 million for the second quarter of 2009, down 29.4 percent from $187.6 million in the second quarter of 2008. GES' segment operating income was $4.8 million in the second quarter of 2009, compared to $14.0 million in the second quarter of 2008. These declines resulted primarily from a significant reduction in trade show marketing spending, as well as negative show rotation and unfavorable currency translation, which negatively impacted GES' revenues by approximately $12 million and $7 million, respectively. GES' base same-show revenue declined approximately 27.9 percent in the second quarter of 2009. 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 27 percent of GES' revenue in the second quarter of 2009. Revenues for Viad's Experiential Marketing Services segment were $62.9 million in the second quarter of 2009, down 4.3 percent from $65.7 million in the second quarter of 2008. Experiential Marketing Services segment operating income for the second quarter of 2009 was $2.7 million compared to $1.9 million in the second quarter of 2008. The revenue decline was primarily due to unfavorable currency translation, which negatively impacted segment revenues by approximately $4 million, and reduced client spending mostly offset by positive show rotation revenue of approximately $12 million from the International Paris Air Show. The increase in segment operating income on lower revenues was primarily due to strong profit margins on branded entertainment projects, including the company's new Harry Potter touring exhibition, as well as lower overhead expenses.
Although the Marketing & Events Group has a diversified revenue base, its revenues are affected by general economic and industry-specific conditions. The current recessionary environment is negatively impacting the exhibition and event industry, resulting in lower trade show attendance and exhibitor spending. Additionally, the pricing environment remains challenging. Although GES has long-term contracts for future shows, the prospects for individual shows tend to be driven by the success of the industry related to those shows. For the 2009 full year, management expects GES' same-show revenues to decline by approximately 25 percent and annual show rotation to negatively impact revenues by approximately $85 million due to the occurrence of several major, non-annual shows during 2008. Management also expects lower revenues from its Experiential Marketing Services segment in 2009 due to reduced exhibitor spending as well as lower sales of holiday-themed events and experiences and retail merchandising units as shopping center clients reduce their spending in response to the recession.
Additionally, management expects the stronger U.S. dollar to result in unfavorable currency translation of approximately $30 million in revenue for the 2009 full year as compared to 2008 (including approximately $21 million and $9 million for GES and Experiential Marketing Services, respectively). In anticipation of revenue pressures, management began taking actions to reduce overhead costs during early 2008. Through continued efforts in this area, management expects to reduce 2009 full year overhead costs by over $25 million at GES and by approximately $5 million in the Experiential Marketing Services segment as compared to 2008. GES is also in the process of implementing changes to its service delivery processes in order to further increase efficiencies, decrease costs and enhance service levels. Management expects to realize additional cost reductions and revenue synergies as a result of the strategic reorganization announced in July 2009, which included the alignment of GES and the Experiential Marketing Services segment into one business unit, the Marketing & Events Group. Management is focused on leveraging the collective strengths of GES and the Experiential Marketing Services segment to win market share by delivering comprehensive, innovative, value-added solutions that enable clients to generate a higher return on their face-to-face marketing investments. Management is also focused on improving the sales pipeline and win rate to drive profitable revenue growth, as well as ongoing cost control, productivity enhancements and increased capacity utilization in order to improve profitability in future years.

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GES and Exhibitgroup/Giltspur are subject to multiple collective bargaining agreements that affect labor costs, about one-fourth 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.
Travel & Recreation Group. Revenues of the Travel & Recreation Group segment were $18.2 million, down 23.6 percent compared to second quarter 2008 revenues of $23.8 million. Segment operating income was $2.3 million for the second quarter of 2009, compared to $5.2 million in the 2008 quarter. As discussed below, results in this segment were impacted by exchange rates during the 2009 second quarter resulting in reductions of approximately $1.9 million and $371,000 in revenues and segment operating income, respectively, as compared to the second quarter of 2008. Results in the 2009 second quarter were also negatively affected by reduced tourism demand.
During 2008, approximately 75 percent of revenue and 82 percent of operating income generated in the Travel & Recreation Group segment was derived through its Canadian operations. These operations are largely affected by foreign customer visitation, and, accordingly, increases in the value of the Canadian dollar compared to other currencies could adversely affect customer volumes, and, therefore, revenue and operating income from the Travel & Recreation Group 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 0.88 and 1.00 for the second quarters of 2009 and 2008, respectively. Accordingly, Viad's consolidated second quarter results of operations were impacted by the weakening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian operations. Future decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars.
Viad's Travel & Recreation Group segment is affected by consumer discretionary spending on tourism activities. As a result of the global economic slowdown, management expects results from its Travel & Recreation Group segment to be impacted by tourism declines in 2009. Additionally, management expects the stronger U.S. dollar to result in unfavorable currency translation of approximately $6 million in revenue as compared to 2008.
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 was to expire in 2010. However, Glacier Park exercised a renewal option for an additional 42-year lease term. Glacier Park's original 25-year concession contract with the Park Service that was to expire on December 31, 2005, has been extended for four one-year periods and now expires on December 31, 2009. The Park Service, in its sole discretion, may continue extending Glacier Park's concession contract in one-year increments. When this contract ultimately expires, Glacier Park will have the opportunity to bid on a new concession contract. If Glacier Park does secure a new contract, possible terms would be for 10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier 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 is 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 22 percent of Travel & Recreation Group's full year 2008 segment operating income.
Corporate Activities. Corporate activities totaled $703,000 in the second quarter of 2009, compared to $2.2 million in the second quarter of 2008. The decrease was primarily due to higher corporate development expenses and incentive compensation expenses in the 2008 quarter.
Interest Income. Interest income totaled $132,000 in the second quarter of 2009, compared to $653,000 in the second quarter of 2008. The decrease was primarily due to lower interest rates on invested cash balances.
Restructuring Charges. Viad recorded a restructuring charge of $286,000 in the second quarter of 2009 attributable to headcount reductions. Additionally, $88,000 was reversed related to the $2.7 million restructuring charge recorded in the first quarter of 2009.
Income Taxes. The effective tax rate in the second quarter of 2009 on income from continuing operations before taxes was 38.4 percent, compared to 32.0 percent in the second quarter of 2008. The higher rate in 2009 relative to 2008 was primarily due to the net favorable resolution of tax matters of $853,000 in the 2008 period.

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Comparison of First Six Months of 2009 to the First Six Months of 2008 Revenues for the first six months of 2009 decreased 25.8 percent to $454.5 million from $612.7 million in 2008. Income from continuing operations before income taxes was $10.9 million for the first six months of 2009, down 76.3 percent from $45.9 million for the comparable period in 2008. Income from continuing operations attributable to Viad for the first six months of 2009 was $6.9 million, or $0.34 per diluted share, compared to $29.8 million, or $1.44 per diluted share in the comparable period in 2008. These declines were largely the result of recessionary declines in trade show marketing spending and tourism, as well as negative show rotation and unfavorable currency translation, which negatively impacted revenues by approximately $31 million and $13 million, respectively, as compared to the first six months of 2008. Net income attributable to Viad for the first six months of 2009 was $6.9 million, or $0.34 per diluted share, as compared to $29.6 million, or $1.43 per diluted share, for the comparable period in 2008. The 2008 period included a loss from discontinued operations of $210,000, or $0.01 per diluted share, related to certain obligations associated with previously sold operations. Marketing & Events Group. Revenues for GES were $338.1 million for the first six months of 2009, down 28.6 percent from $473.3 million in the first six months of 2008. The decrease was primarily due to negative show rotation revenue of $43 million, a significant reduction in trade show marketing spending, and a $19 million reduction due to unfavorable currency translation as compared to the first six months of 2008. Base same-show revenues declined 22.0 percent in the first six months of 2009. Base same-shows represented approximately 42 percent of GES' revenue in the first six months of 2009.
GES' segment operating income was $21.2 million in the first six months of 2009, down 57.4 percent from $49.8 million in the 2008 period. Segment operating margins were 6.3 percent in the first six months of 2009, compared to 10.5 percent in the 2008 period. The decline in segment operating margins was primarily due to the revenue decline, partially offset by overhead cost reductions.
Revenues for Viad's Experiential Marketing Services segment were $93.4 million in the first six months of 2009, down 14.9 percent from $109.7 million in the comparable period in 2008. Segment operating loss in the first six months of 2009 was $4.6 million, compared to an operating loss of $2.2 million in the 2008 period. The declines were primarily due to unfavorable currency translation, which negatively impacted segment revenues by approximately $6 million, and reduced client spending partially offset by positive show rotation revenue of approximately $12 million from the International Paris Air Show. Travel & Recreation Group. Revenues of the Travel & Recreation Group segment were $23.1 million in the first six months of 2009, down 22.2 percent from $29.7 million in the comparable period in 2008. Segment operating loss was $111,000 in the first six months of 2009, compared with segment operating income of $2.0 million in the first six months of 2008. As discussed below, results in this segment were impacted by exchange rates during the first six months of 2009, resulting in reductions of approximately $3.1 million and $53,000 in revenues and segment operating income, respectively, as compared to the same period in 2008. Results in the 2009 period were also negatively affected by reduced tourism demand.
The operating results related to Viad's Canadian subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 0.88 and 0.99 for the first six months of 2009 and 2008, respectively. Accordingly, Viad's consolidated results of operations have been unfavorably impacted by the weakening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian operations. Future decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars. Corporate Activities. Corporate activities totaled $2.2 million in the first six months of 2009, compared to $4.7 million in the comparable period in 2008. The decrease was primarily due to lower incentive compensation expenses in the 2009 period.
Interest Income. Interest income totaled $393,000 in the first six months of 2009, compared to $1.8 million in the comparable period in 2008. The decrease was primarily due to lower interest rates on invested cash balances. Income Taxes. The effective tax rate in the first six months of 2009 on income before taxes was 38.7 percent, compared to 35.5 percent in the comparable period in 2008. The higher rate in 2009 relative to 2008 was primarily due to the net favorable resolution of tax matters of $853,000 in the 2008 period.

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Liquidity and Capital Resources:
Cash and cash equivalents were $109.9 million as of June 30, 2009 as compared to $148.0 million as of December 31, 2008, with the decrease primarily due to cash used for operations and capital expenditures. 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 June 30, 2009 was $13.9 million compared to $12.6 million as of December 31, 2008. The debt-to-capital ratio was 0.028 to 1 as of June 30, 2009 compared with 0.026 to 1 as of December 31, 2008. Capital is defined as total debt and capital lease obligations plus total stockholders' 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.
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. The fees on the unused portion of the Credit Facility are currently 0.15 percent annually. As of June 30, 2009, Viad had $135.8 million of capacity remaining under its Credit . . .

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