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VVI > SEC Filings for VVI > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for VIAD CORP


6-Nov-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 are 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, including Melville, provide exhibition and event services throughout North America and the United Kingdom, and in the United Arab Emirates 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 third quarter of 2009 presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"):
Viad Corp (Consolidated)
• Total revenues of $181.1 million compared to $302.4 million in the third quarter of 2008

• Net loss attributable to Viad of $97.1 million versus income of $16.8 million in the third quarter of 2008

• Diluted loss per share of $4.86 versus income per share of $0.81 in the third quarter of 2008

• Restructuring charges of $5.2 million primarily related to facility consolidations and other reorganization activities, and reversal of restructuring reserves of $1.3 million

• Impairment losses of $111.4 million pre-tax primarily related to the non-cash write-down of goodwill and other intangible assets at GES and Becker Group

• Cash and cash equivalents totaled $128.5 million as of September 30, 2009

• Debt was $13.6 million as of September 30, 2009

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Marketing & Events Group
GES:
• Revenues of $106.6 million, a decrease of 47.6 percent from the third quarter of 2008

• Segment operating loss of $14.4 million, as compared to income of $7.9 million in the third quarter of 2008

Experiential Marketing Services:
• Revenues of $28.0 million, a decrease of 42.3 percent from the third quarter of 2008

• Segment operating loss of $7.9 million, as compared to a loss of $3.6 million in the third quarter of 2008

Travel & Recreation Group
• Revenues of $46.5 million, a decrease of 8.0 percent from the third quarter of 2008

• Segment operating income of $19.5 million, a decrease of 10.0 percent from the third quarter of 2008

Non-GAAP Measures:
The following discussion includes a presentation of Adjusted EBITDA and Income before impairment losses, which are 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. "Income before impairment losses" is defined by Viad as income from continuing operations before the after-tax effect of impairment losses related to goodwill, other intangible assets and other long-lived assets. The presentation of Adjusted EBITDA and Income before impairment losses 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. Income before impairment losses is utilized by management to review operating results of the business without the effects of noncash impairment losses. These non-GAAP measures 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 and Income before impairment losses 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 and Income before impairment losses primarily as performance measures and believes that the GAAP financial measures most directly comparable to these non-GAAP measures are net income attributable to Viad and income from continuing operations attributable to Viad, respectively. 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. Similarly, although Income before impairment losses is used as a financial measure to assess the performance of the business, its use is limited because it does not consider non-cash goodwill, other intangible asset and other long-lived asset impairment losses. Because Adjusted EBITDA and Income before impairment losses do not consider the above items, a user of Viad's financial information should consider net income attributable to Viad and income from continuing operations attributable to Viad as important measures of financial performance because they provide more complete measures of the Company's performance.

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

                                                         Three months ended September 30,                  Nine months ended September 30,
                                                            2009                     2008                   2009                     2008
                                                                                           (in thousands)
Adjusted EBITDA                                      $           (1,501 )       $       30,967        $          23,993         $        91,814
Impairment losses                                              (111,356 )                    -                 (111,356 )                     -
Interest expense                                                   (378 )                 (430 )                 (1,223 )                (1,308 )
Income tax benefit (expense)                                     23,947                 (6,235 )                 19,735                 (22,532 )
Depreciation and amortization                                    (7,845 )               (7,544 )                (21,380 )               (21,388 )
Loss from discontinued operations                                     -                      -                        -                    (210 )

Net income (loss) attributable to Viad               $          (97,133 )       $       16,758        $         (90,231 )       $        46,376

The decreases in Adjusted EBITDA of $32.5 million for the third quarter of 2009 and $67.8 million for the first nine months of 2009 compared to the third quarter and first nine months of 2008, respectively, were primarily driven by lower segment operating results at GES, Experiential Marketing Services and the Travel & Recreation Group and restructuring charges. See "Results of Operations" below for a discussion of fluctuations.
A reconciliation of income (loss) before impairment losses attributable to Viad to income (loss) from continuing operations attributable to Viad is as follows:

                                                  Three months ended                Nine months ended
                                                    September 30,                     September 30,
                                                 2009             2008            2009             2008
                                                                    (in thousands)
Income (loss) before impairment losses
attributable to Viad                          $   (2,955 )      $ 16,758        $   3,947        $ 46,586
Impairment losses, net of tax                    (94,178 )             -          (94,178 )             -

Income (loss) from continuing operations
attributable to Viad                          $  (97,133 )      $ 16,758        $ (90,231 )      $ 46,586

See "Results of Operations" below for a discussion of goodwill, other intangible asset and other long-lived asset impairment losses. Results of Operations:
Comparison of Third Quarter of 2009 to the Third Quarter of 2008 Revenues for the third quarter of 2009 decreased 40.1 percent to $181.1 million from $302.4 million in the third quarter of 2008. Viad's loss from continuing operations before income taxes was $120.2 million for the third quarter of 2009 compared to income of $23.9 million in the third quarter of 2008. The 2009 third quarter net loss attributable to Viad was $97.1 million, or $4.86 per diluted share, compared to income of $16.8 million, or $0.81 per diluted share, in the third quarter of 2008. These declines were largely the result of impairment losses of $94.2 million (after-tax), or $4.71 per diluted share, as well as negative show rotation revenue of $70 million and recessionary declines in trade show marketing spending and tourism. The impairment losses primarily related to goodwill and other intangible assets in the Marketing & Events Group, including $95.7 million pre-tax at GES (including Melville) and $15.7 million pre-tax at Becker Group. The 2009 third quarter loss before impairment losses attributable to Viad was $3.0 million, or $0.15 per diluted share. There were no impairment losses or recoveries in the third quarter of 2008.
Marketing & Events Group. Revenues for GES were $106.6 million for the third quarter of 2009, down 47.6 percent from $203.3 million in the third quarter of 2008. GES' segment operating loss was $14.4 million in the third quarter of 2009, compared to income of $7.9 million in the third quarter of 2008. These declines resulted primarily from negative show rotation, which impacted GES' revenue by $58 million versus the 2008 third quarter, as well as a significant reduction in trade show marketing spending. GES' base same-show revenues declined approximately 25 percent in the third quarter of 2009. Management defines base same-show revenue as revenue from exhibitions and events that occur in the same quarter and same city every year. Base same-shows represented approximately 41 percent of GES' revenue in the third quarter of 2009.
Revenues for Viad's Experiential Marketing Services segment were $28.0 million in the third quarter of 2009, down 42.3 percent from $48.6 million in the third quarter of 2008. Experiential Marketing Services segment operating loss for the third quarter of 2009 was $7.9 million compared to a loss of $3.6 million in the third quarter of 2008. These declines resulted

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primarily from negative show rotation from the biennial Farnborough Air Show that occurred in the 2008 third quarter, which impacted segment revenues by approximately $12 million, as well as reduced client spending.
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 22 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.
During the third quarter of 2009, Viad revised downward its forecast for future revenues and earnings in its Marketing & Events Group based on continued declines in trade show marketing spending by its customers and a sharper than expected decline in retail holiday dιcor demand. As a result, the Company has projected a more prolonged contraction in its trade show and retail marketing revenues than was previously anticipated. Due to these facts and circumstances, Viad performed an interim impairment evaluation of goodwill, other intangible assets, and certain other long-lived assets. As a result of the interim evaluation, Viad recorded aggregate goodwill impairment losses of $98.3 million related to its Marketing & Events Group. The aggregate goodwill impairment losses consisted of $93.2 million at the GES reporting segment (including Melville), and $5.1 million at Becker Group, which is included in the Experiential Marketing Services reporting segment. In addition, the Company recorded aggregate other intangible asset impairment losses of $11.4 million. Of this total amount, $8.9 million related to intangible assets at Becker Group, and $2.5 million related to Melville. Viad also recorded impairment losses of $1.7 million related to touring exhibit assets at Becker Group.
Additionally, management expects the stronger U.S. dollar to result in unfavorable currency translation of approximately $27 million in revenue for the 2009 full year as compared to 2008 (including approximately $19 million and $8 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 approximately $33 million at GES and by approximately $8 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.
Primarily as a result of the strategic reorganization, Viad recorded restructuring charges of $5.2 million during the 2009 third quarter. Also in the third quarter of 2009, Viad reversed $1.3 million of restructuring reserves due to a revision in estimated sublease income associated with certain leased facilities. Management expects to record additional restructuring charges of approximately $7 million in the 2009 fourth quarter as a result of continued reorganization activities, including the consolidation and downsizing of GES' Las Vegas warehousing and production facility. In conjunction with the restructuring activities discussed above, the Company recorded an excess inventory write-down of $1.8 million during the third quarter of 2009 related to the Marketing & Events Group.
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 $46.5 million, down 8.0 percent compared to third quarter 2008 revenues of $50.5 million. Segment operating income was $19.5 million for the third quarter of 2009, compared to $21.7 million in the 2008 quarter. As discussed below, results in this segment were impacted by exchange rates during the 2009 third quarter resulting in reductions of approximately $1.4 million and $709,000 in revenues

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and segment operating income, respectively, as compared to the third quarter of 2008. Results in the 2009 third quarter were also negatively affected by reduced tourism demand.
During 2008, approximately 75 percent of revenue and 82 percent of segment 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 0.91 and 0.96 for the third quarters of 2009 and 2008, respectively. Accordingly, Viad's consolidated third 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 $4 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 five one-year periods and now expires on December 31, 2010. 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 is generally based on 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. Glacier Park generated approximately 22 percent of Travel & Recreation Group's full year 2008 segment operating income.
Corporate Activities. Corporate activities totaled $2.0 million in the third quarter of 2009, compared to $2.7 million in the third quarter of 2008. The decrease was primarily due to higher incentive compensation expenses in the 2008 quarter, partially offset by higher corporate development expenses in the 2009 quarter.
Interest Income. Interest income totaled $102,000 in the third quarter of 2009, compared to $809,000 in the third quarter of 2008. The decrease was primarily due to lower interest rates on invested cash balances, and, to a lesser extent, a decline in the average cash balance from 2008.
Restructuring Charges. Viad recorded a restructuring charge of $5.2 million in the third quarter of 2009 related to facility consolidations and other reorganization activities. Also in the third quarter of 2009, Viad reversed $1.3 million of restructuring reserves due to a revision in estimated sublease income associated with certain leased facilities. In the third quarter of 2008, Viad recorded restructuring recoveries of $42,000 relating to its corporate leased office space and $82,000 for reversed restructuring reserves.
Income Taxes. The effective tax rate in the third quarter of 2009 was 19.9 percent, compared to 26.1 percent in the third quarter of 2008. The lower rate in 2009 relative to 2008 was primarily due to the goodwill and intangible asset impairment losses of $111.4 million in 2009, as well as the favorable resolution of tax matters in 2009 and 2008 of $3.3 million and $2.3 million, respectively. Excluding these items, the effective tax rate in the third quarters of 2009 and 2008 would have been 39.2 percent and 35.8 percent, respectively.
Comparison of First Nine Months of 2009 to the First Nine Months of 2008 Revenues for the first nine months of 2009 decreased 30.5 percent to $635.6 million from $915.0 million in 2008. Loss from continuing operations before income taxes was $109.3 million for the first nine months of 2009 compared to income of $69.8 million for the comparable period in 2008. The loss from continuing operations attributable to Viad for the first nine months of 2009 was $90.2 million, or $4.52 per diluted share, compared to income of $46.6 million, or $2.25 per diluted share in the comparable period in 2008. These declines were largely the result of 2009 third quarter impairment losses

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of $94.2 million (after-tax), or $4.72 per diluted share, as well as negative show rotation revenue of approximately $100 million (including approximately $10 million from annual shows that shifted quarters from 2008 to 2009) as compared to the first nine months of 2008, and recessionary declines in trade show marketing spending and tourism. Income attributable to Viad before impairment losses for the first nine months of 2009 was $3.9 million, or $0.20 per diluted share. There were no impairment losses or recoveries for the comparable period in 2008.
Net loss attributable to Viad for the first nine months of 2009 was $90.2 million, or $4.52 per diluted share, as compared to $46.4 million, or $2.24 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 $444.7 million for the first . . .

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