VIAD CORP, 10-Q filed on 8/8/2014
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2014
Jul. 31, 2014
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
VIAD CORP 
 
Entity Central Index Key
0000884219 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 30, 2014 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2014 
 
Document Fiscal Period Focus
Q2 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
20,035,239 
Consolidated Balance Sheets (USD $)
Jun. 30, 2014
Dec. 31, 2013
Current assets
 
 
Cash and cash equivalents
$ 40,231,000 
$ 45,821,000 
Accounts receivable, net of allowance for doubtful accounts of $1,160 and $877, respectively
92,930,000 
61,197,000 
Inventories
40,018,000 
27,993,000 
Deferred income taxes
17,283,000 
20,577,000 
Other current assets
20,789,000 
17,142,000 
Total current assets
211,251,000 
172,730,000 
Property and equipment, net
183,468,000 
190,330,000 
Other investments and assets
35,018,000 
35,026,000 
Deferred income taxes
29,179,000 
29,823,000 
Goodwill
129,748,000 
129,543,000 
Other intangible assets, net
3,960,000 
4,480,000 
Total Assets
592,624,000 
561,932,000 
Current liabilities
 
 
Accounts payable
65,248,000 
40,941,000 
Customer deposits
42,677,000 
29,207,000 
Accrued compensation
19,295,000 
15,113,000 
Other current liabilities
30,361,000 
29,169,000 
Current portion of debt and capital lease obligations
10,851,000 
10,903,000 
Total current liabilities
168,432,000 
125,333,000 
Long-term capital lease obligations
579,000 
765,000 
Pension and postretirement benefits
30,805,000 
30,672,000 
Other deferred items and liabilities
47,398,000 
48,619,000 
Total liabilities
247,214,000 
205,389,000 
Commitments and contingencies
   
   
Viad Corp stockholders’ equity:
 
 
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued
37,402,000 
37,402,000 
Additional capital
584,177,000 
590,862,000 
Retained deficit
(56,304,000)
(50,393,000)
Unearned employee benefits and other
20,000 
(21,000)
Accumulated other comprehensive income (loss):
 
 
Unrealized gain on investments
500,000 
400,000 
Cumulative foreign currency translation adjustments
30,696,000 
30,847,000 
Unrecognized net actuarial loss and prior service credit, net
(11,222,000)
(11,259,000)
Common stock in treasury, at cost, 4,913,199 and 4,618,433 shares, respectively
(251,344,000)
(250,426,000)
Total Viad Corp stockholders’ equity
333,904,000 
347,441,000 
Noncontrolling interest
11,506,000 
9,102,000 
Total stockholders’ equity
345,410,000 
356,543,000 
Total Liabilities and Stockholders’ Equity
$ 592,624,000 
$ 561,932,000 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Allowance for doubtful accounts
$ 1,160 
$ 877 
Common stock, par value
$ 1.50 
$ 1.50 
Common stock, shares authorized
200,000,000 
200,000,000 
Common stock, shares issued
24,934,981 
24,934,981 
Treasury stock, shares
4,913,199 
4,618,433 
Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenue:
 
 
 
 
Exhibition and event services
$ 185,486 
$ 177,582 
$ 417,269 
$ 411,745 
Exhibits and environments
41,100 
42,231 
87,140 
84,829 
Travel and recreation services
29,805 
26,367 
37,623 
34,765 
Total revenues
256,391 
246,180 
542,032 
531,339 
Costs and expenses:
 
 
 
 
Costs of services
200,635 
193,546 
430,217 
424,271 
Costs of products sold
41,620 
41,179 
84,318 
82,018 
Corporate activities
1,991 
1,167 
4,030 
1,973 
Interest income
(54)
(137)
(119)
(275)
Interest expense
309 
323 
607 
619 
Restructuring charges
1,365 
773 
1,576 
1,493 
Other Asset Impairment Charges
884 
884 
Total costs and expenses
246,750 
236,851 
521,513 
510,099 
Income from continuing operations before income taxes
9,641 
9,329 
20,519 
21,240 
Income tax expense
1,796 
2,940 
3,493 
6,576 
Income from continuing operations
7,845 
6,389 
17,026 
14,664 
Income (loss) from discontinued operations
(1,236)
(329)
14,002 
(814)
Net income
6,609 
6,060 
31,028 
13,850 
Net (income) loss attributable to noncontrolling interest
133 
193 
(2,404)
468 
Net income attributable to Viad
6,742 
6,253 
28,624 
14,318 
Diluted income (loss) per common share:
 
 
 
 
Income from continuing operations attributable to Viad common stockholders (per share)
$ 0.39 
$ 0.32 
$ 0.85 
$ 0.74 
Income from discontinued operations attributable to Viad common stockholders (per share)
$ (0.06)
$ (0.01)
$ 0.56 
$ (0.03)
Net income attributable to Viad common stockholders (per share)
$ 0.33 1
$ 0.31 1
$ 1.41 1
$ 0.71 1
Weighted-average outstanding and potentially dilutive common shares
20,149 
20,159 
20,262 
20,177 
Basic income (loss) per common share:
 
 
 
 
Income from continuing operations attributable to Viad common stockholders (per share)
$ 0.39 
$ 0.32 
$ 0.85 
$ 0.74 
Income from discontinued operations attributable to Viad common stockholders (per share)
$ (0.06)
$ (0.01)
$ 0.56 
$ (0.03)
Net income attributable to Viad common stockholders (per share)
$ 0.33 
$ 0.31 
$ 1.41 
$ 0.71 
Weighted-average outstanding common shares
19,869 
19,860 
19,909 
19,825 
Dividends declared per common share
$ 0.1 
$ 0.10 
$ 1.70 
$ 0.2 
Amounts attributable to Viad common stockholders
 
 
 
 
Income from continuing operations
7,978 
6,516 
17,290 
14,969 
Income (loss) from discontinued operations
(1,236)
(263)
11,334 
(651)
Net income
$ 6,742 
$ 6,253 
$ 28,624 
$ 14,318 
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net income
$ 6,609 
$ 6,060 
$ 31,028 
$ 13,850 
Other comprehensive income (loss):
 
 
 
 
Unrealized gains (losses) on investments, net of tax(1)
41 1
(6)1
50 1
55 1
Unrealized foreign currency translation adjustments, net of tax(1)
6,582 1
(5,295)1
(151)1
(11,423)1
Amortization of net actuarial gain, net of tax(1)
127 1
180 1
255 1
361 1
Amortization of prior service credit, net of tax(1)
(126)1
(140)1
(218)1
(280)1
Comprehensive income
13,233 
799 
30,964 
2,563 
Comprehensive (income) loss attributable to noncontrolling interest
133 
193 
(2,404)
468 
Comprehensive income attributable to Viad
$ 13,366 
$ 992 
$ 28,560 
$ 3,031 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Cash flows from operating activities
 
 
Net income
$ 31,028 
$ 13,850 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
13,959 
14,031 
Deferred income taxes
8,521 
6,371 
Income (loss) from discontinued operations
(14,002)
814 
Restructuring charges
1,576 
1,493 
Asset Impairment Charges
884 
Gains on dispositions of property and other assets
(391)
(196)
Share-based compensation expense
1,503 
2,367 
Excess tax benefit from share-based compensation arrangements
(41)
(389)
Other non-cash items, net
3,271 
2,739 
Change in operating assets and liabilities (excluding the impact of acquisitions):
 
 
Receivables
(32,150)
(21,851)
Inventories
(12,025)
4,389 
Accounts payable
25,115 
327 
Restructuring liabilities
(3,001)
(2,341)
Accrued compensation
1,971 
(11,130)
Customer deposits
13,470 
(8,922)
Income taxes payable
889 
415 
Other assets and liabilities, net
(12,412)
(9,702)
Net cash provided by (used in) operating activities
28,165 
(7,735)
Cash flows from investing activities
 
 
Proceeds from possessory interest—discontinued operations
25,000 
Proceeds from dispositions of property and other assets
417 
433 
Capital expenditures
(13,404)
(15,705)
Acquisition of business, net of cash acquired
(647)
Net cash provided by (used in) investing activities
12,013 
(15,919)
Cash flows from financing activities
 
 
Dividends paid on common stock
(34,534)
(4,066)
Payments on debt and capital lease obligations
(25,476)
(690)
Proceeds from borrowings
25,000 
Common stock purchased for treasury
(11,610)
(1,252)
Excess tax benefit from share-based compensation arrangements
41 
389 
Proceeds from exercise of stock options
1,155 
540 
Net cash used in financing activities
(45,424)
(5,079)
Effect of exchange rate changes on cash and cash equivalents
(344)
(2,296)
Net change in cash and cash equivalents
(5,590)
(31,029)
Cash and cash equivalents, beginning of year
45,821 
114,171 
Cash and cash equivalents, end of year
40,231 
83,142 
Supplemental disclosure of cash flow information
 
 
Cash paid for income taxes
5,025 
4,299 
Cash paid for interest
501 
510 
Property and equipment acquired under capital leases
253 
462 
Property and equipment purchases in accounts payable and accrued liabilities
$ 2,396 
$ 4,441 
Basis of Presentation and Principles of Consolidation
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited, condensed consolidated financial statements of Viad Corp (“Viad” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. The condensed consolidated financial statements of Viad include the accounts of Viad and all of its subsidiaries. All significant intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2013 included in the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 7, 2014.
Nature of Business
Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International (together the “Marketing & Events Group”) and the Travel & Recreation Group.
Marketing & Events Group
The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), specializes in all aspects of the design, planning and production of face-to-face events, immersive environments and brand-based experiences for clients, including show organizers, corporate brand marketers and retail shopping centers. In addition, the Marketing & Events Group provides a variety of immersive, entertaining attractions and brand-based experiences, sponsored events, mobile marketing and other branded entertainment and face-to-face marketing solutions for leading consumer brands, movie studios, shopping malls and other clients, as well as for museums and other venues.
Travel & Recreation Group
The Travel & Recreation Group consists of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and Alaskan Park Properties, Inc. (“Alaska Denali Travel”). Brewster provides tourism products and experiential services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s operations include the Banff Gondola, Columbia Icefield Glacier Adventure, Glacier Skywalk (opened May 2014), Banff Lake Cruise, motorcoach services, charter and sightseeing services, inbound package tour operations and hotel operations. During 2013, Glacier Park, an 80 percent owned subsidiary of Viad, operated five lodges, three motor inns and one four-season resort hotel and provided 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’s concession contract with the U.S. National Park Service (the “Park Service”) for Glacier National Park expired on December 31, 2013. The ongoing operations of Glacier Park as of January 1, 2014 include: Glacier Park Lodge in East Glacier, Montana; Grouse Mountain Lodge in Whitefish, Montana; St. Mary Lodge in St. Mary, Montana; Motel Lake McDonald, an in-holding within Glacier National Park; and the Prince of Wales Hotel in Waterton Lakes National Park. Glacier Park also continues to operate the food and beverage operations and package tour and transportation services with respect to these properties and the retail shops located near Glacier National Park. On July 1, 2014, the Company acquired the West Glacier Motel & Cabins, the Apgar Village Lodge and related land, food and beverage services and retail operations (“West Glacier”). For additional information, refer to Note 21, Subsequent Event. Alaska Denali Travel operates the Denali Backcountry Lodge and Denali Cabins. In addition to lodging, Alaska Denali Travel also provides food and beverage operations and package tour and transportation services in and around Denali National Park and Preserve.
With regard to Glacier Park’s concession operations within Glacier National Park, refer to Note 20, Discontinued Operations, for further discussion.
Impact of Recent Accounting Pronouncements
In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-05, Service Concession Arrangements (Topic 853), related to the accounting for service concession arrangements between a public-sector entity grantor and an operating entity under which the operating entity operates the grantor’s infrastructure. The new guidance specifies that an entity should not account for a service concession arrangement that is within its scope as a lease. Furthermore, the guidance also specifies that the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment of the operating entity. The guidance is effective for interim and annual periods beginning after December 15, 2014. The adoption of this new guidance is not expected to have a material impact on Viad’s financial condition or results of operations.
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The new guidance changes the criteria for reporting discontinued operations while enhancing disclosures. Under the standard, only disposals representing a strategic shift in operations, such as a disposal of a major geographic area, a major line of business or a major equity method investment, may be presented as discontinued operations. This guidance is effective for interim and annual periods beginning after December 15, 2014. The Company has not yet determined if the adoption of this new guidance will have a material impact on its financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard establishes a new recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The guidance is effective for fiscal years beginning after December 15, 2016, and early adoption is not permitted. The Company has not yet determined if the adoption of this new guidance will have a material impact on its financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update is effective for our fiscal year beginning January 1, 2016 and early adoption is permitted. The Company has not yet determined if the adoption of this new guidance will have a material impact on its financial position or results of operations.
Share-Based Compensation
Share-Based Compensation
Share-Based Compensation
The following table summarizes share-based compensation expense:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(in thousands)
2014
 
2013
 
2014
 
2013
Restricted stock
$
759

 
$
947

 
$
1,413

 
$
1,720

Performance unit incentive plan (“PUP”)
326

 
(339
)
 
95

 
524

Restricted stock units
27

 
(66
)
 
(5
)
 
101

Stock options

 
6

 

 
22

Share-based compensation before income tax benefit
1,112

 
548

 
1,503

 
2,367

Income tax benefit
(417
)
 
(230
)
 
(569
)
 
(903
)
Share-based compensation, net of income tax benefit
$
695

 
$
318

 
$
934

 
$
1,464


For the three months ended June 30, 2014, Viad recorded share-based compensation expense of $0.2 million through restructuring expense. For the six months ended June 30, 2014, Viad recorded a reversal of share-based compensation expense of $0.1 million through restructuring expense.
On January 24, 2014, Viad announced that its Board of Directors declared a special cash dividend of $1.50 per share, or $30.5 million in the aggregate, which was paid on February 14, 2014. In accordance with the mandatory provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”) and the 1997 Viad Corp Omnibus Incentive Plan, the Human Resources Committee of Viad’s Board of Directors approved equitable adjustments to the outstanding long-term incentive awards of stock options and PUP awards issued pursuant to those plans in order to prevent the special dividend from diluting the rights of participants under those plans. The equitable adjustment to the outstanding stock options reduced the exercise price and increased the number of shares of common stock underlying such options. The equitable adjustment to the PUP awards reflects the effect of the special dividend, but will be paid only if certain performance goals are met at the end of the 3-year performance period.
The following table summarizes the activity of the outstanding share-based compensation awards:
 
Restricted Stock
 
PUP Awards
 
Restricted Stock Units
 
Shares
 
Weighted-Average
Grant Date
Fair Value
 
Units
 
Weighted-Average
Grant Date
Fair Value
 
Units
 
Weighted-Average
Grant Date
Fair Value
Balance, December 31, 2013
430,899

 
$
22.78

 
299,768

 
$
23.46

 
28,560

 
$
22.91

Granted
83,300

 
23.95

 
123,300

 
23.71

 
6,700

 
24.95

Vested
(133,637
)
 
22.67

 
(94,600
)
 
23.01

 
(9,890
)
 
23.45

Forfeited
(14,540
)
 
21.87

 
(2,700
)
 
27.35

 
(500
)
 
27.32

Balance, June 30, 2014
366,022

 
23.13

 
325,768

 
23.65

 
24,870

 
23.16


As of June 30, 2014, the unamortized cost of all outstanding restricted stock awards was $3.6 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.0 years. During the six months ended June 30, 2014 and 2013, the Company repurchased 44,806 shares for $1.0 million and 47,160 shares for $1.3 million, respectively, related to tax withholding requirements on vested share-based awards. As of June 30, 2014, there were 915,868 total shares available for future grant in accordance with the provisions of the 2007 Plan.
As of June 30, 2014 and December 31, 2013, Viad had liabilities recorded of $3.0 million and $5.9 million, respectively, related to PUP awards. In March 2014, the PUP units granted in 2011 vested and cash payouts totaling $2.9 million were distributed. There were no PUP awards which vested during the six months ended June 30, 2013.
As of June 30, 2014 and December 31, 2013, Viad had aggregate liabilities recorded of $0.4 million and $0.7 million, respectively, related to restricted stock unit liability awards. In February 2014, portions of the 2009, 2010 and 2011 restricted stock unit awards vested and cash payouts totaling $0.2 million were distributed. Similarly, in February 2013 portions of the 2009 and 2010 restricted stock unit awards vested and cash payouts of $0.3 million were distributed.
The following table summarizes stock option activity:
 
Shares
 
Weighted-
Average
Exercise Price
 
Options
Exercisable
Options outstanding at December 31, 2013
314,323

 
$
19.79

 
314,323

Exercised
(66,076
)
 
18.53

 
 
Forfeited or expired
(18,522
)
 
35.28

 
 
Award modification
17,865

 
N/A

 
 
Options outstanding at June 30, 2014
247,590

 
$
17.82

 
247,590


As of June 30, 2014, there were no unrecognized costs related to non-vested stock option awards. As previously discussed, the equitable adjustment to the outstanding stock options resulting from the February 14, 2014 special cash dividend reduced the exercise price and increased the number of shares of common stock underlying such options as reflected on the “Award modification” line above.
Acquisition of Business
Acquisition of Businesses
Acquisition of Business
On July 1, 2014, the Company aquired the West Glacier Motel & Cabins, the Apgar Village Lodge and related land, food and beverage services and retail operations. For additional information, refer to Note 21, Subsequent Event.
In February 2013, Viad acquired the assets of Resource Creative Limited (“RCL”) for $0.6 million in cash. RCL is a United Kingdom-based company specializing in providing creative graphic services to the exhibition, events and retail markets throughout the United Kingdom and continental Europe. The purchase price is subject to certain adjustments, plus a deferred payment of up to approximately £0.2 million, which is contingent upon RCL’s achievement of certain net revenue targets between the acquisition date and December 31, 2014. RCL exceeded the first net revenue target for the period ended December 31, 2013 and, consequently, a deferred payment installment in the amount of $0.2 million (£0.1 million) was paid in March 2014.
Inventories
Inventories
Inventories
The components of inventories consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Raw materials
$
16,091

 
$
14,825

Work in process
23,927

 
13,168

Inventories
$
40,018

 
$
27,993

Other Current Assets (Notes)
Other Current Assets
Other Current Assets
Other current assets consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Income tax receivable
$
3,407

 
$
2,035

Prepaid software maintenance
3,027

 
1,946

Prepaid vendor payments
1,820

 
2,008

Assets held for sale
1,814

 

Prepaid rent
1,562

 
284

Prepaid insurance
794

 
2,260

Prepaid other
5,947

 
5,031

Other
2,418

 
3,578

Other current assets
$
20,789

 
$
17,142

Property and Equipment
Property and Equipment
Property and Equipment, Net
Property and equipment consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Land and land interests
$
23,599

 
$
23,646

Buildings and leasehold improvements
133,334

 
139,889

Equipment and other
298,114

 
294,409

Gross property and equipment
455,047

 
457,944

Less: accumulated depreciation
(271,579
)
 
(267,614
)
Property and equipment, net
$
183,468

 
$
190,330


Depreciation expense for both the three months ended June 30, 2014 and 2013 was $6.9 million and for both the six months ended June 30, 2014 and 2013 was $13.4 million.
In the second quarter of 2014, Viad recorded impairment charges of $0.9 million at the Marketing & Events Group related to the write-off of certain internally developed software.
Other Investments and Assets
Other Investments and Assets
Other Investments and Assets
Other investments and assets consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Cash surrender value of life insurance
$
19,901

 
$
19,690

Workers’ compensation insurance security deposits
3,350

 
3,350

Other
11,767

 
11,986

Other investments and assets
$
35,018

 
$
35,026

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the three months ended June 30, 2014 were as follows:
(in thousands)
Marketing &
Events U.S.
 
Marketing &
Events
International
 
Travel &
Recreation
Group
 
Total
Balance at December 31, 2013
$
62,686

 
$
22,611

 
$
44,246

 
$
129,543

Foreign currency translation adjustments

 
426

 
(221
)
 
205

Balance at June 30, 2014
$
62,686

 
$
23,037

 
$
44,025

 
$
129,748


The following table summarizes goodwill by reporting unit and segment as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Marketing & Events Group:
 
 
 
Marketing & Events U.S.
$
62,686

 
$
62,686

Marketing & Events International:
 
 
 
GES United Kingdom
14,514

 
14,049

GES Canada
8,523

 
8,562

Total Marketing & Events Group
85,723

 
85,297

Travel & Recreation Group:
 
 
 
Brewster
40,841

 
41,062

Alaska Denali Travel
3,184

 
3,184

Total Travel & Recreation Group
44,025

 
44,246

Goodwill
$
129,748

 
$
129,543


A summary of other intangible assets as of June 30, 2014 is presented below:
(in thousands)
Gross Carrying
Value
 
Accumulated
Amortization
 
Net Carrying
Value
Amortized intangible assets:
 
 
 
 
 
Customer contracts and relationships
$
5,629

 
$
(3,028
)
 
$
2,601

Other
1,250

 
(351
)
 
899

Total amortized intangible assets
6,879

 
(3,379
)
 
3,500

Unamortized intangible assets:
 
 
 
 
 
Business licenses
460

 

 
460

Other intangible assets
$
7,339

 
$
(3,379
)
 
$
3,960


A summary of other intangible assets as of December 31, 2013 is presented below:
(in thousands)
Gross Carrying
Value
 
Accumulated
Amortization
 
Net Carrying
Value
Amortized intangible assets:
 
 
 
 
 
Customer contracts and relationships
$
5,537

 
$
(2,521
)
 
$
3,016

Other
1,280

 
(276
)
 
1,004

Total amortized intangible assets
6,817

 
(2,797
)
 
4,020

Unamortized intangible assets:
 
 
 
 
 
Business licenses
460

 

 
460

Other intangible assets
$
7,277

 
$
(2,797
)
 
$
4,480


Intangible asset amortization expense for both the three months ended June 30, 2014 and 2013 was $0.3 million and for both the six months ended June 30, 2014 and 2013 was $0.6 million. Estimated amortization expense related to amortized intangible assets for future years is expected to be as follows:
(in thousands)
 
2014
$
446

2015
$
801

2016
$
675

2017
$
556

2018
$
435

Thereafter
$
587

Other Current Liabilities
Other Current Liabilities
Other Current Liabilities
Other current liabilities consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Continuing operations:
 
 
 
Self-insured liability accrual
$
6,777

 
$
7,603

Accrued employee benefit costs
3,445

 
2,751

Accrued restructuring
2,781

 
3,877

Accrued dividends
2,127

 
2,192

Accrued professional fees
1,625

 
1,832

Accrued sales and use taxes
1,601

 
1,609

Deferred rent
1,295

 
1,558

Other
9,513

 
6,748

Total continuing operations
29,164

 
28,170

Discontinued operations:
 
 
 
Self-insured liability accrual
416

 
469

Environmental remediation liabilities
348

 
353

Other
433

 
177

Total discontinued operations
1,197

 
999

Other current liabilities
$
30,361

 
$
29,169

Other Deferred Liabilities (Notes)
Other Deferred Items and Liabilities
Other Deferred Items and Liabilities
Other deferred items and liabilities consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Continuing operations:
 
 
 
Self-insured liability accrual
$
18,066

 
$
17,316

Accrued compensation
6,228

 
8,349

Foreign deferred tax liability
2,194

 
1,989

Accrued restructuring
1,645

 
1,919

Other
7,760

 
7,552

Total continuing operations
35,893

 
37,125

Discontinued operations:
 
 
 
Environmental remediation liabilities
4,550

 
4,666

Self-insured liability accrual
4,477

 
4,489

Accrued income taxes
1,115

 
1,085

Other
1,363

 
1,254

Total discontinued operations
11,505

 
11,494

Other deferred items and liabilities
$
47,398

 
$
48,619

Debt
Debt
Debt and Capital Lease Obligations
Viad’s total debt as of June 30, 2014 and December 31, 2013 was $11.4 million and $11.7 million, respectively. The debt-to-capital ratio was 0.032 to 1 as of both June 30, 2014 and December 31, 2013. Capital is defined as total debt and capital lease obligations plus total stockholders’ equity.
In May 2011, Viad entered into an amended and restated revolving credit agreement (the “Credit Facility”). The Credit Facility provides for a $130 million revolving line of credit, which may be increased up to an additional $50 million under certain circumstances. The term of the Credit Facility is five years (expiring on May 18, 2016) and borrowings are to be used for general corporate purposes (including permitted acquisitions) and to support up to $50 million of letters of credit. 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. As of June 30, 2014, Viad’s total debt of $11.4 million consisted of a $10.0 million revolver borrowing on the Credit Facility and $1.4 million of capital lease obligations. As of June 30, 2014, Viad had $118.7 million of capacity remaining under its Credit Facility reflecting outstanding letters of credit of $1.3 million and the outstanding balance under the Credit Facility of $10.0 million.
Borrowings under the Credit Facility (under which GES is a guarantor) are indexed to the prime rate or the London Interbank Offered Rate, 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 0.35 percent annually.
The Credit Facility contains various affirmative and negative covenants that are customary for facilities of this type, including a fixed-charge coverage ratio, leverage ratio and dividend and share repurchase limits. Significant other covenants include limitations on: investments, additional indebtedness, sales/leases of assets, acquisitions, consolidations or mergers and liens on property. As of June 30, 2014, Viad was in compliance with all covenants.
As of June 30, 2014, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the consolidated financial statements and relate to leased facilities entered into by the Company’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of June 30, 2014 would be $10.0 million. These guarantees relate to leased facilities and expire through October 2017. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments.
The estimated fair value of total debt was $11.3 million and $11.5 million as of June 30, 2014 and December 31, 2013, respectively. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
The fair value of an asset or liability is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.
Viad measures its money market mutual funds and certain other mutual fund investments at fair value on a recurring basis using Level 1 inputs. The fair value information related to these assets is summarized in the following tables:
 
 
 
Fair Value Measurements at Reporting Date Using
(in thousands)
June 30,
2014
 
Quoted Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobserved
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Money market funds
$
618

 
$
618

 
$

 
$

Other mutual funds
2,619

 
2,619

 

 

Total assets at fair value
$
3,237

 
$
3,237

 
$

 
$

 
 
 
Fair Value Measurements at Reporting Date Using
(in thousands)
December 31,
2013
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobserved
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Money market funds
$
118

 
$
118

 
$

 
$

Other mutual funds
2,023

 
2,023

 

 

Total assets at fair value
$
2,141

 
$
2,141

 
$

 
$


As of June 30, 2014 and December 31, 2013, Viad had investments in money market mutual funds of $0.6 million and $0.1 million, respectively, which are included in the consolidated balance sheets under the caption “Cash and cash equivalents.” These investments are classified as available-for-sale and were recorded at fair value. There have been no realized or unrealized gains or losses related to these investments and the Company has not experienced any redemption restrictions with respect to any of the money market mutual funds.
As of both June 30, 2014 and December 31, 2013, Viad had investments in other mutual funds of $2.6 million and $2.0 million, respectively, which are classified in the consolidated balance sheets under the caption “Other investments and assets.” These investments were classified as available-for-sale and were recorded at fair value. As of June 30, 2014 and December 31, 2013, there were unrealized gains of $0.8 million ($0.5 million after-tax) and $0.7 million ($0.4 million after-tax), respectively, which were included in the consolidated balance sheets under the caption “Accumulated other comprehensive income (loss).”
The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturities of these instruments. The estimated fair value of debt obligations is disclosed in Note 11, Debt and Capital Lease Obligations.
Stockholders' Equity (Notes)
Stockholders' Equity
Stockholders' Equity

The following represents a reconciliation of the carrying amounts of stockholders’ equity attributable to Viad and the noncontrolling interest for the six months ended June 30, 2014 and 2013:
(in thousands)
 
Total Viad Stockholders’ Equity
 
Noncontrolling Interest
 
Total Stockholders’ Equity
Balance at December 31, 2013
 
$
347,441

 
$
9,102

 
$
356,543

Net income
 
28,624

 
2,404

 
31,028

Dividends on common stock
 
(34,534
)
 

 
(34,534
)
Common stock purchased for treasury
 
(11,610
)
 

 
(11,610
)
Employee benefit plans
 
4,004

 

 
4,004

Unrealized foreign currency translation adjustment
 
(151
)
 

 
(151
)
Unrealized gain on investments
 
50

 

 
50

ESOP allocation adjustment
 
44

 

 
44

Other
 
36

 

 
36

Balance at June 30, 2014
 
$
333,904

 
$
11,506

 
$
345,410

(in thousands)
 
Total Viad Stockholders’ Equity
 
Noncontrolling Interest
 
Total Stockholders’ Equity
Balance at December 31, 2012
 
$
388,061

 
$
8,971

 
$
397,032

Net income (loss)
 
14,318

 
(468
)
 
$
13,850

Dividends on common stock
 
(4,066
)
 

 
$
(4,066
)
Common stock purchased for treasury
 
(1,252
)
 

 
$
(1,252
)
Employee benefit plans
 
2,717

 

 
$
2,717

Unrealized foreign currency translation adjustment
 
(11,423
)
 

 
$
(11,423
)
Unrealized gain on investments
 
55

 

 
$
55

Prior service credit and net actuarial loss
 
81

 

 
$
81

ESOP allocation adjustment
 
500

 

 
$
500

Other
 
(1
)
 

 
$
(1
)
Balance, June 30, 2013
 
$
388,990

 
$
8,503

 
$
397,493


Changes in accumulated other comprehensive income (“AOCI”) by component were as follows:
(in thousands)
 
Unrealized Gains on Investments
 
Cumulative Foreign Currency Translation Adjustments
 
Unrecognized Net Actuarial Loss and Service Credit
 
Accumulated Other Comprehensive Income
Balance at December 31, 2013
 
$
429

 
$
30,847

 
$
(11,259
)
 
$
20,017

Other comprehensive income before reclassifications
 
75

 
(151
)
 

 
(76
)
Amounts reclassified from AOCI, net of tax
 
(25
)
 

 
37

 
12

Net other comprehensive income (loss)
 
50

 
(151
)
 
37

 
(64
)
Balance at June 30, 2014
 
$
479

 
$
30,696

 
$
(11,222
)
 
$
19,953


The following table presents information about reclassification adjustments out of AOCI for the six months ended June 30:
 
 
 
 
Affected Line Item in the Statement Where Net Income is Presented
(in thousands)
 
2014
 
2013
 
Unrealized gains on investments
 
$
40

 
$
57

 
Interest income
Tax effect
 
(15
)
 
(21
)
 
Income taxes
 
 
$
25

 
$
36

 
 
 
 
 
 
 
 
 
Recognized net actuarial loss(1)
 
$
(413
)
 
$
(584
)
 
 
Amortization of prior service credit(1)
 
353

 
453

 
 
Tax effect
 
23

 
50

 
Income taxes
 
 
$
(37
)
 
$
(81
)
 
 
(1) Amount included in pension expense. Refer to Note 16, Pension and Postretirement Benefits.
Income Per Share
Income Per Share
Income Per Share
The following are the components of basic and diluted income per share:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(in thousands, except per share data)
2014
 
2013
 
2014
 
2013
Net income attributable to Viad (diluted)
$
6,742

 
$
6,253

 
$
28,624

 
$
14,318

Less: Allocation to non-vested shares
(124
)
 
(142
)
 
(546
)
 
(338
)
Net income allocated to Viad common stockholders (basic)
$
6,618

 
$
6,111

 
$
28,078

 
$
13,980

Basic weighted-average outstanding common shares
19,869

 
19,860

 
19,909

 
19,825

Additional dilutive shares related to share-based compensation
280

 
299

 
353

 
352

Diluted weighted-average outstanding shares
20,149

 
20,159

 
20,262

 
20,177

Income per share:
 
 
 
 
 
 
 
Basic income attributable to Viad common stockholders
$
0.33

 
$
0.31

 
$
1.41

 
$
0.71

Diluted income attributable to Viad common stockholders(1)
$
0.33

 
$
0.31

 
$
1.41

 
$
0.71

(1) Diluted income per share amount cannot exceed basic income per share.
There were 280,000 and 299,000 share-based compensation awards considered dilutive and included in the computation of diluted income per share for the three months ended June 30, 2014 and 2013, respectively. Additionally, there were 353,000 and 352,000 share-based compensation awards considered dilutive and included in the computation of diluted income per share for the six months ended June 30, 2014 and 2013, respectively. Options to purchase 29,000 and 48,000 shares of common stock were outstanding during the six months ended June 30, 2014 and 2013, respectively, but were not included in the computation of dilutive shares outstanding because the effect would be anti-dilutive.
Income Taxes
Income Taxes
Income Taxes
The effective tax rates for the six months ended June 30, 2014 and 2013 were 17.0 percent and 31.0 percent, respectively.
The income tax provisions were computed based on the Company’s estimated effective tax rate and forecasted income by jurisdiction expected to be applicable for the full fiscal year, including the impact of any unusual or infrequent items. The relatively low effective tax rates compared to the federal statutory rate of 35 percent were primarily due to foreign income which is taxed at lower rates. Additionally, 2014 was favorably impacted by the projected utilization of foreign tax credit carryforwards and other deferred tax adjustments.
Viad is required to estimate and record provisions for income taxes in each of the jurisdictions in which the Company operates. Accordingly, the Company must estimate its actual current income tax liability, and assess temporary differences arising from the treatment of items for tax purposes, as compared to the treatment for accounting purposes. These differences result in deferred tax assets and liabilities which are included in Viad’s consolidated balance sheets. The Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and to the extent that recovery is not likely, a valuation allowance must be established. The Company uses significant judgment in forming a conclusion regarding the recoverability of its deferred tax assets and evaluates the available positive and negative evidence to determine whether it is more likely than not that its deferred tax assets will be realized in the future. These deferred tax assets reflect the expected future tax benefits to be realized upon reversal of deductible temporary differences, and the utilization of net operating loss and tax credit carryforwards.
The Company considered all available positive and negative evidence regarding the future recoverability of its deferred tax assets, including the Company’s recent operating history, taxpaying history and future reversals of deferred tax liabilities. The Company also evaluated its ability to utilize its foreign tax credits, given its recent utilization history. These tax credits are subject to a 10-year carryforward period and begin to expire in 2019. As of December 31, 2013, $10.9 million of the $12.4 million valuation allowance recorded was related to foreign tax credits. Based on projected 2014 operations, the Company is projecting the utilization of $2.1 million of additional foreign tax credit carryforwards to be used during 2014.
As noted above, Viad uses considerable judgment in forming a conclusion regarding the recoverability of its deferred tax assets. As a result, there are inherent uncertainties regarding the ultimate realization of these assets, which is primarily dependent upon Viad’s ability to generate sufficient taxable income in future periods. In future periods, it is reasonably possible that the relative weight of positive and negative evidence regarding the recoverability of Viad’s deferred tax assets may change, which could result in a material increase or decrease in the Company’s valuation allowance. If such a change in the valuation allowance were to occur, it would result in a change to income tax expense in the period the assessment was made.
Viad had liabilities, including interest and penalties, associated with uncertain tax positions for continuing operations of $1.3 million and $0.7 million as of June 30, 2014 and December 31, 2013, respectively. In addition, as of June 30, 2014 and December 31, 2013, Viad had liabilities, including interest and penalties, for uncertain tax positions relating to discontinued operations of $1.1 million. Future tax resolutions or settlements that may occur related to these uncertain tax positions would be recorded through either continuing or discontinued operations (net of applicable federal tax benefit). The total liability associated with uncertain tax positions as of June 30, 2014 and December 31, 2013 was $2.4 million and $1.8 million, respectively,
Pension and Postretirement Benefits
Pension and Postretirement Benefits
Pension and Postretirement Benefits
The net periodic benefit cost of Viad’s pension and postretirement plans for the three months ended June 30, 2014 included the following components:
 
 
Domestic Plans
 
 
 
 
 
 
Pension Plans
 
Postretirement Benefit Plans
 
Foreign Pension Plans
(in thousands)
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Service cost
 
$
22

 
$
30

 
$
60

 
$
46

 
$
105

 
$
134

Interest cost
 
266

 
261

 
201

 
173

 
160

 
175

Expected return on plan assets
 
(117
)
 
(100
)
 

 

 
(162
)
 
(175
)
Amortization of prior service credit
 

 

 
(148
)
 
(225
)
 

 

Recognized net actuarial loss
 
85

 
149

 
108

 
141

 
2

 
10

Net periodic benefit cost
 
$
256

 
$
340

 
$
221

 
$
135

 
$
105

 
$
144


The net periodic benefit cost of Viad’s pension and postretirement plans for the six months ended June 30, included the following components:
 
 
Domestic Plans
 
 
 
 
 
 
Pension Plans
 
Postretirement Benefit Plans
 
Foreign Pension Plans
(in thousands)
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Service cost
 
$
45

 
$
60

 
$
94

 
$
92

 
$
209

 
$
271

Interest cost
 
546

 
522

 
377

 
346

 
320

 
356

Expected return on plan assets
 
(220
)
 
(200
)
 

 

 
(323
)
 
(355
)
Amortization of prior service credit
 

 

 
(296
)
 
(450
)
 

 

Recognized net actuarial loss
 
204

 
298

 
209

 
282

 
5

 
20

Net periodic benefit cost
 
$
575

 
$
680

 
$
384

 
$
270

 
$
211

 
$
292


Viad expects to contribute $1.4 million to its funded pension plans, $0.9 million to its unfunded pension plans and $1.0 million to its postretirement benefit plans in 2014. During the six months ended June 30, 2014, Viad contributed $0.6 million to its funded pension plans, $0.4 million to its unfunded pension plans and $0.1 million to its postretirement benefit plans.
Restructuring Charges
Restructuring Charges
Restructuring Charges
Marketing & Events Group Consolidation
Viad executed certain restructuring actions designed to reduce the Company’s cost structure primarily within the Marketing & Events U.S. segment, and to a lesser extent in the Marketing & Events International segment. The Company implemented a strategic reorganization plan in order to consolidate the separate business units within the Marketing & Events U.S. segment. The Company also consolidated facilities and streamlined its operations in the United Kingdom and Germany.
Other Restructurings
The Company has recorded restructuring charges primarily related to certain reorganization activities within the Travel & Recreation Group. These charges consist of severance and related benefits due to headcount reductions.
The table below represents a reconciliation of beginning and ending liability balances by major restructuring activity:
 
Marketing & Events
Group Consolidation
 
Other Restructurings
 
 
(in thousands)
Severance &
Employee
Benefits
 
Facilities
 
Severance &
Employee
Benefits
 
Total
Balance at December 31, 2013
$
1,240

 
$
3,565

 
$
991

 
$
5,796

Restructuring charges (recoveries)
1,726

 

 
(150
)
 
1,576

Cash payments
(1,655
)
 
(527
)
 
(819
)
 
(3,001
)
Adjustment to liability

 

 
55

 
55

Balance at June 30, 2014
$
1,311

 
$
3,038

 
$
77

 
$
4,426


As of June 30, 2014, the liabilities related to severance and employee benefits are expected to be paid by the end of 2014. Additionally, the liability of $3.0 million related to future lease payments will be paid over the remaining lease terms at the Marketing & Events Group. Refer to Note 19, Segment Information, for information regarding restructuring charges by segment.
Litigation, Claims, Contingencies and Other
Litigation, Claims, Contingencies and Other
Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of which involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as of June 30, 2014 with respect to these matters is not ascertainable, Viad believes that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on Viad’s business, financial position or results of operations.
Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position or results of operations. As of June 30, 2014, Viad had recorded environmental remediation liabilities of $4.9 million related to previously sold operations.
As of June 30, 2014, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the consolidated financial statements and relate to leased facilities entered into by Viad’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of June 30, 2014 would be $10.0 million. These guarantees relate to leased facilities expiring through October 2017. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments.
A significant portion of Viad’s employees are unionized and the Company is a party to approximately 100 collective-bargaining agreements, with approximately one-third requiring renegotiation each year. If the Company was unable to reach an agreement with a union during the collective-bargaining process, the union may call for a strike or work stoppage, which may, under certain circumstances, adversely impact the Company’s businesses and results of operations. Viad believes that relations with its employees are satisfactory and that collective-bargaining agreements expiring in 2014 will be renegotiated in the ordinary course of business without having a material adverse effect on Viad’s operations. The Company entered into new showsite and warehouse agreements with the Chicago Teamsters Local 727, effective January 1, 2014, and those agreements contain provisions that allow the parties to re-open negotiation of the agreements on pension-related issues. The Company is in informal discussions regarding those issues with all relevant parties and is working diligently to resolve those issues in a manner that will be reasonable and equitable to employees, customers and shareholders. Although the Company’s labor relations are currently stable, disruptions pending the outcome of the Chicago Teamsters Local 727 negotiations could occur, as they could with any collective-bargaining agreement negotiation, with the possibility of an adverse impact on the operating results of the Marketing & Events Group.
Viad’s businesses contribute to various multi-employer pension plans based on obligations arising under collective-bargaining agreements covering its union-represented employees. Based upon the information available to Viad from plan administrators, management believes that several of these multi-employer plans are underfunded. The Pension Protection Act of 2006 requires pension plans underfunded at certain levels to reduce, over defined time periods, the underfunded status. In addition, under current laws, the termination of a plan, or a voluntary withdrawal from a plan by Viad, or a shrinking contribution base to a plan as a result of the insolvency or withdrawal of other contributing employers to such plan, would require Viad to make payments to such plan for its proportionate share of the plan’s unfunded vested liabilities. As of June 30, 2014, the amount of additional funding, if any, that Viad would be required to make related to multi-employer pension plans is not ascertainable.
Viad is self-insured up to certain limits for workers’ compensation, employee health benefits, automobile, product and general liability and property loss claims. The aggregate amount of insurance liabilities (up to the Company’s retention limit) related to Viad’s continuing operations was $20.8 million as of June 30, 2014. Of this total, $12.5 million related to workers’ compensation liabilities, $1.0 million related to employee health benefits and the remaining $7.3 million related to general/auto liability claims. Viad has also retained and provided for certain insurance liabilities in conjunction with previously sold businesses totaling $4.9 million as of June 30, 2014, related to workers’ compensation liabilities. Provisions for losses for claims incurred, including estimated claims incurred but not yet reported, are made based on Viad’s historical experience, claims frequency and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. Viad has purchased insurance for amounts in excess of the self-insured levels, which generally range from $0.2 million to $0.4 million on a per claim basis. Viad does not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Viad’s net cash payments in connection with these insurance liabilities were $2.7 million for the six months ended June 30, 2014.
In addition, as of June 30, 2014 Viad had recorded insurance liabilities of $5.0 million related to continuing operations in excess of the self-insured levels for which Viad remains the primary obligor. Of this total, $1.7 million related to workers’ compensation liabilities and the remaining $3.3 million related to general liability claims. The Company has recorded these amounts in other deferred items and liabilities in Viad’s Condensed Consolidated Balance Sheets with a corresponding receivable in other investments and assets.
On December 31, 2013, Glacier Park’s concession contract to operate lodging, tour and transportation and other hospitality services for Glacier National Park expired. Glacier Park generated approximately 47 percent of its 2013 revenue through its concession contract for services provided within Glacier National Park. Upon completion of the contract term, in January 2014 the Company received cash payments totaling $25.0 million for the Company’s “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 concession contract. The Company anticipates a cash payment of approximately $5 million for the personal property Glacier Park used at the facilities covered by the concession contract, which remains subject to negotiation with the successor concessionaire.
Segment Information
Segment Information
Segment Information
Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International (together the “Marketing & Events Group”) and the Travel & Recreation Group.
Viad measures profit and performance of its operations on the basis of segment operating income which excludes restructuring charges and recoveries and impairment charges and recoveries. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and amortization and share-based compensation expense are the only significant non-cash items for the reportable segments. Disclosures regarding Viad’s reportable segments with reconciliations to consolidated totals are as follows:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(in thousands)
2014
 
2013
 
2014
 
2013
Revenue:
 
 
 
 
 
 
 
Marketing & Events Group:
 
 
 
 
 
 
 
U.S.
$
168,839

 
$
155,511

 
$
390,234

 
$
373,852

International
63,379

 
68,591

 
122,097

 
128,639

Intersegment eliminations
(5,632
)
 
(4,289
)
 
(7,922
)
 
(5,917
)
Total Marketing & Events Group
226,586

 
219,813

 
504,409

 
496,574

Travel & Recreation Group
29,805

 
26,367

 
37,623

 
34,765

Total revenue
$
256,391

 
$
246,180

 
$
542,032

 
$
531,339

Segment operating income (loss):

 
 
 
 
 
 
Marketing & Events Group:
 
 
 
 
 
 
 
U.S.
$
5,124

 
$
2,601

 
$
20,975

 
$
16,716

International
3,896

 
5,588

 
6,215

 
9,980

Total Marketing & Events Group
9,020

 
8,189

 
27,190

 
26,696

Travel & Recreation Group
5,116

 
3,266

 
307

 
(1,646
)
Segment operating income
14,136

 
11,455

 
27,497

 
25,050

Corporate activities
(1,991
)
 
(1,167
)
 
(4,030
)
 
(1,973
)
Operating income
12,145


10,288

 
23,467

 
23,077

Interest income
54

 
137

 
119

 
275

Interest expense
(309
)
 
(323
)
 
(607
)
 
(619
)
Restructuring (charges) recoveries:
 
 
 
 
 
 
 
Marketing & Events U.S.
(244
)
 
(318
)
 
(206
)
 
(124
)
Marketing & Events International
(990
)
 
(426
)
 
(1,520
)
 
(1,327
)
Travel & Recreation Group
(135
)
 

 
71

 
(13
)
Corporate
4

 
(29
)
 
79

 
(29
)
Impairment charges:
 
 
 
 
 
 
 
Marketing & Events International
(884
)
 

 
(884
)
 

Income from continuing operations before income taxes
$
9,641

 
$
9,329

 
$
20,519

 
$
21,240

Discontinued Operations
Discontinued Operations
Discontinued Operations
On December 31, 2013, Glacier Park’s concession contract with the Park Service to operate lodging, tour and transportation and other hospitality services within Glacier National Park expired. Upon completion of the contract, the Company received cash payments in January 2014 totaling $25.0 million resulting in a pre-tax gain of $21.6 million for the Company’s possessory interest. The gain after-tax on the possessory interest was $14.3 million with $2.7 million attributable to the noncontrolling interest. These amounts are included in income (loss) from discontinued operations and net (income) loss attributable to noncontrolling interest in Viad’s Condensed Consolidated Statements of Operations, respectively. The net book value of the remaining personal property assets held for sale at Glacier Park totals $1.8 million and these assets are included in other current assets in Viad’s Condensed Consolidated Balance Sheets at June 30, 2014.
The following summarizes Glacier Park’s expired concession contract operating results, which are presented in income (loss) from discontinued operations, net of tax, in Viad’s Condensed Consolidated Statements of Operations:
 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(in thousands)
 
2014
 
2013
 
2014
 
2013
Total revenue
 
$

 
$
3,134

 
$

 
$
3,138

Costs and expenses
 
(18
)
 
(3,708
)
 
(86
)
 
(4,480
)
Income (loss) from discontinued operations, before income taxes
 
(18
)
 
(574
)
 
(86
)
 
(1,342
)
Income tax benefit
 
18

 
245

 
38

 
528

Income (loss) from discontinued operations, net of tax
 

 
(329
)
 
(48
)
 
(814
)
Gain (loss) on sale of discontinued operations, net of tax
 
(964
)
 

 
14,322

 

Income (loss) from discontinued operations
 
(964
)
 
(329
)
 
14,274

 
(814
)
(Income) loss from discontinued operations attributable to noncontrolling interest
 

 
66

 
(2,668
)
 
163

Income (loss) from discontinued operations attributable to Viad
 
$
(964
)
 
$
(263
)
 
$
11,606

 
$
(651
)

The following is a reconciliation of net income (loss) attributable to the noncontrolling interest for the six months ended June 30:
(in thousands)
 
2014
 
2013
Loss from continuing operations
 
$
(264
)
 
$
(305
)
Income (loss) from discontinued operations
 
2,668

 
(163
)
Net income (loss) attributable to noncontrolling interest
 
$
2,404

 
$
(468
)

In the second quarter of 2014, Viad also recorded a loss from discontinued operations, net of tax, of $0.3 million due to additional reserves related to certain liabilities associated with previously sold operations.
Subsequent Event
Subsequent Event
Subsequent Event

On July 1, 2014, the Company acquired the West Glacier Motel & Cabins, the Apgar Village Lodge and related land, food and beverage services and retail operations. The West Glacier Motel & Cabins is a 32-room property situated on approximately 200 acres at the West entrance of Glacier National Park, and its full-service amenities include a restaurant, grocery store, gift shops, a gas station and employee housing. The Apgar Village Lodge is a 48-room property situated on a 3.8 acre private inholding inside Glacier National Park with overnight accommodations, a gift shop and employee housing. The purchase price was $16.0 million in cash, subject to certain adjustments. The Company also purchased inventory necessary for the operation of the purchased business, including retail, food and beverage and gas station inventory, for $1.0 million, subject to certain adjustments.
In July 2014, Viad borrowed an additional $20.0 million on its Credit Facility for the acquisition of West Glacier and other operational needs.
Basis of Presentation and Principles of Consolidation (Policies)
The accompanying unaudited, condensed consolidated financial statements of Viad Corp (“Viad” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. The condensed consolidated financial statements of Viad include the accounts of Viad and all of its subsidiaries. All significant intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2013 included in the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 7, 2014.
Nature of Business
Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International (together the “Marketing & Events Group”) and the Travel & Recreation Group.
Marketing & Events Group
The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), specializes in all aspects of the design, planning and production of face-to-face events, immersive environments and brand-based experiences for clients, including show organizers, corporate brand marketers and retail shopping centers. In addition, the Marketing & Events Group provides a variety of immersive, entertaining attractions and brand-based experiences, sponsored events, mobile marketing and other branded entertainment and face-to-face marketing solutions for leading consumer brands, movie studios, shopping malls and other clients, as well as for museums and other venues.
Travel & Recreation Group
The Travel & Recreation Group consists of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and Alaskan Park Properties, Inc. (“Alaska Denali Travel”). Brewster provides tourism products and experiential services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s operations include the Banff Gondola, Columbia Icefield Glacier Adventure, Glacier Skywalk (opened May 2014), Banff Lake Cruise, motorcoach services, charter and sightseeing services, inbound package tour operations and hotel operations. During 2013, Glacier Park, an 80 percent owned subsidiary of Viad, operated five lodges, three motor inns and one four-season resort hotel and provided 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’s concession contract with the U.S. National Park Service (the “Park Service”) for Glacier National Park expired on December 31, 2013. The ongoing operations of Glacier Park as of January 1, 2014 include: Glacier Park Lodge in East Glacier, Montana; Grouse Mountain Lodge in Whitefish, Montana; St. Mary Lodge in St. Mary, Montana; Motel Lake McDonald, an in-holding within Glacier National Park; and the Prince of Wales Hotel in Waterton Lakes National Park. Glacier Park also continues to operate the food and beverage operations and package tour and transportation services with respect to these properties and the retail shops located near Glacier National Park. On July 1, 2014, the Company acquired the West Glacier Motel & Cabins, the Apgar Village Lodge and related land, food and beverage services and retail operations (“West Glacier”). For additional information, refer to Note 21, Subsequent Event. Alaska Denali Travel operates the Denali Backcountry Lodge and Denali Cabins. In addition to lodging, Alaska Denali Travel also provides food and beverage operations and package tour and transportation services in and around Denali National Park and Preserve.
With regard to Glacier Park’s concession operations within Glacier National Park, refer to Note 20, Discontinued Operations, for further discussion.
Share-Based Compensation (Tables)
The following table summarizes share-based compensation expense:
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(in thousands)
2014
 
2013
 
2014
 
2013
Restricted stock
$
759

 
$
947

 
$
1,413

 
$
1,720

Performance unit incentive plan (“PUP”)
326

 
(339
)
 
95

 
524

Restricted stock units
27

 
(66
)
 
(5
)
 
101

Stock options

 
6

 

 
22

Share-based compensation before income tax benefit
1,112

 
548

 
1,503

 
2,367

Income tax benefit
(417
)
 
(230
)
 
(569
)
 
(903
)
Share-based compensation, net of income tax benefit
$
695

 
$
318

 
$
934

 
$
1,464

The following table summarizes the activity of the outstanding share-based compensation awards:
 
Restricted Stock
 
PUP Awards
 
Restricted Stock Units
 
Shares
 
Weighted-Average
Grant Date
Fair Value
 
Units
 
Weighted-Average
Grant Date
Fair Value
 
Units
 
Weighted-Average
Grant Date
Fair Value
Balance, December 31, 2013
430,899

 
$
22.78

 
299,768

 
$
23.46

 
28,560

 
$
22.91

Granted
83,300

 
23.95

 
123,300

 
23.71

 
6,700

 
24.95

Vested
(133,637
)
 
22.67

 
(94,600
)
 
23.01

 
(9,890
)
 
23.45

Forfeited
(14,540
)
 
21.87

 
(2,700
)
 
27.35

 
(500
)
 
27.32

Balance, June 30, 2014
366,022

 
23.13

 
325,768

 
23.65

 
24,870

 
23.16

The following table summarizes stock option activity:
 
Shares
 
Weighted-
Average
Exercise Price
 
Options
Exercisable
Options outstanding at December 31, 2013
314,323

 
$
19.79

 
314,323

Exercised
(66,076
)
 
18.53

 
 
Forfeited or expired
(18,522
)
 
35.28

 
 
Award modification
17,865

 
N/A

 
 
Options outstanding at June 30, 2014
247,590

 
$
17.82

 
247,590

Inventories (Tables)
Components of Inventories
The components of inventories consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Raw materials
$
16,091

 
$
14,825

Work in process
23,927

 
13,168

Inventories
$
40,018

 
$
27,993

Other Current Assets (Tables)
Schedule of Other Current Assets
Other current assets consisted of the following as of the respective periods:
(in thousands)
June 30,
2014
 
December 31,
2013
Income tax receivable
$
3,407

 
$
2,035

Prepaid software maintenance
3,027

 
1,946

Prepaid vendor payments
1,820

 
2,008

Assets held for sale
1,814