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| VVI > SEC Filings for VVI > Form 10-Q on 6-Nov-2009 | All Recent SEC Filings |
6-Nov-2009
Quarterly Report
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
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.
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
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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
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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
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
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
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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