VIAD CORP, 10-Q filed on 5/5/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2017
Apr. 28, 2017
Document And Entity Information [Abstract]
 
 
Entity Registrant Name
VIAD CORP 
 
Entity Central Index Key
0000884219 
 
Document Type
10-Q 
 
Document Period End Date
Mar. 31, 2017 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q1 
 
Current Fiscal Year End Date
--12-31 
 
Trading Symbol
VVI 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
20,379,943 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Current assets
 
 
Cash and cash equivalents
$ 25,434 
$ 20,900 
Accounts receivable, net of allowances for doubtful accounts of $1,539 and $1,342, respectively
129,076 
104,648 
Inventories
36,258 
31,420 
Other current assets
23,379 
18,449 
Total current assets
214,147 
175,417 
Property and equipment, net
286,419 
279,858 
Other investments and assets
46,541 
44,297 
Deferred income taxes
39,918 
42,549 
Goodwill
255,201 
254,022 
Other intangible assets, net
70,849 
73,673 
Total Assets
913,075 
869,816 
Current liabilities
 
 
Accounts payable
96,130 
67,596 
Customer deposits
60,658 
42,723 
Accrued compensation
19,157 
29,913 
Other current liabilities
47,117 
30,390 
Current portion of debt and capital lease obligations
166,875 1
174,968 1
Total current liabilities
389,937 
345,590 
Long-term debt and capital lease obligations
69,766 
74,243 
Pension and postretirement benefits
28,389 
28,611 
Other deferred items and liabilities
46,947 
50,734 
Total liabilities
535,039 
499,178 
Commitments and contingencies
   
   
Viad Corp stockholders’ equity:
 
 
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued and outstanding
37,402 
37,402 
Additional capital
571,669 
573,841 
Retained earnings
21,031 
16,291 
Unearned employee benefits and other
177 
172 
Accumulated other comprehensive income (loss):
 
 
Unrealized gain on investments
483 
421 
Cumulative foreign currency translation adjustments
(26,739)
(29,084)
Unrecognized net actuarial loss and prior service credit, net
(10,695)
(10,728)
Common stock in treasury, at cost, 4,562,414 and 4,613,520 shares, respectively
(228,311)
(230,960)
Total Viad stockholders’ equity
365,017 
357,355 
Noncontrolling interest
13,019 
13,283 
Total stockholders’ equity
378,036 
370,638 
Total Liabilities and Stockholders’ Equity
$ 913,075 
$ 869,816 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) (USD $)
In Thousands, except Share data, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Statement Of Financial Position [Abstract]
 
 
Allowance for doubtful accounts
$ 1,539 
$ 1,342 
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 
Common stock, shares outstanding
24,934,981 
24,934,981 
Treasury stock, shares
4,562,414 
4,613,520 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Revenue:
 
 
Exhibition and event services
$ 275,948 
$ 201,286 
Exhibits and environments
41,923 
34,850 
Pursuit services
7,936 
5,226 
Total revenue
325,807 
241,362 
Costs and expenses:
 
 
Costs of services
273,609 
214,227 
Costs of products sold
39,514 
33,415 
Business interruption insurance proceeds
(53)
 
Corporate activities
2,610 
1,911 
Interest income
(58)
(56)
Interest expense
2,105 
1,284 
Restructuring charges
394 
992 
Impairment recoveries
(2,384)
 
Total costs and expenses
315,737 
251,773 
Income (loss) from continuing operations before income taxes
10,070 
(10,411)
Income tax expense (benefit)
2,741 
(3,452)
Income (loss) from continuing operations
7,329 
(6,959)
Loss from discontinued operations
(816)
(186)
Net income (loss)
6,513 
(7,145)
Net loss attributable to noncontrolling interest
264 
162 
Net income (loss) attributable to Viad
6,777 
(6,983)
Diluted income (loss) per common share:
 
 
Continuing operations attributable to Viad common stockholders
$ 0.37 
$ (0.34)
Discontinued operations attributable to Viad common stockholders
$ (0.04)
$ (0.01)
Net income (loss) attributable to Viad common stockholders
$ 0.33 1
$ (0.35)1
Weighted-average outstanding and potentially dilutive common shares
20,346 
19,914 
Basic income (loss) per common share:
 
 
Continuing operations attributable to Viad common stockholders
$ 0.37 
$ (0.34)
Discontinued operations attributable to Viad common stockholders
$ (0.04)
$ (0.01)
Net income (loss) attributable to Viad common stockholders
$ 0.33 
$ (0.35)
Weighted-average outstanding common shares
20,083 
19,914 
Dividends declared per common share
$ 0.10 
$ 0.10 
Amounts attributable to Viad common stockholders
 
 
Income (loss) from continuing operations
7,593 
(6,797)
Loss from discontinued operations
(816)
(186)
Net income (loss) attributable to Viad
$ 6,777 
$ (6,983)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement Of Income And Comprehensive Income [Abstract]
 
 
Net income (loss)
$ 6,513 
$ (7,145)
Other comprehensive income:
 
 
Unrealized gains (losses) on investments, net of tax
62 1
(1)1
Unrealized foreign currency translation adjustments, net of tax
2,345 1
8,042 1
Change in net actuarial gain, net of tax
111 1
158 1
Change in prior service cost, net of tax
(78)1
(85)1
Comprehensive income
8,953 
969 
Comprehensive loss attributable to noncontrolling interest
264 
162 
Comprehensive income attributable to Viad
$ 9,217 
$ 1,131 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities
 
 
Net income (loss)
$ 6,513 
$ (7,145)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
Depreciation and amortization
12,144 
8,370 
Deferred income taxes
374 
(1,380)
Loss from discontinued operations
816 
186 
Restructuring charges
394 
992 
Impairment recoveries
(2,384)
 
Gains on dispositions of property and other assets
(50)
(150)
Share-based compensation expense
1,999 
1,066 
Excess tax benefit from share-based compensation arrangements
 
(28)
Other non-cash items, net
1,287 
937 
Change in operating assets and liabilities (excluding the impact of acquisitions):
 
 
Receivables
(26,219)
(6,942)
Inventories
(4,333)
(9,807)
Accounts payable
29,437 
21,366 
Restructuring liabilities
(1,137)
(1,314)
Accrued compensation
(16,027)
(7,147)
Customer deposits
17,755 
26,684 
Income taxes payable
(3,206)
(2,080)
Other assets and liabilities, net
14,875 
(6,569)
Net cash provided by operating activities
32,238 
17,039 
Cash flows from investing activities
 
 
Capital expenditures
(14,662)
(7,323)
Proceeds from insurance
4,583 
 
Cash paid for acquired businesses, net
(1,661)
(57,766)
Proceeds from dispositions of property and other assets
550 
229 
Net cash used in investing activities
(11,190)
(64,860)
Cash flows from financing activities
 
 
Proceeds from borrowings
17,574 
50,000 
Payments on debt and capital lease obligations
(30,985)
(15,029)
Dividends paid on common stock
(2,038)
(2,024)
Debt issuance costs
 
(339)
Common stock purchased for treasury
(1,204)
(651)
Excess tax benefit from share-based compensation arrangements
 
28 
Net cash (used in) provided by financing activities
(16,653)
31,985 
Effect of exchange rate changes on cash and cash equivalents
139 
640 
Net change in cash and cash equivalents
4,534 
(15,196)
Cash and cash equivalents, beginning of year
20,900 
56,531 
Cash and cash equivalents, end of period
$ 25,434 
$ 41,335 
Basis of Presentation and Principles of Consolidation
Basis of Presentation and Principles of Consolidation

Note 1. 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”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with Viad’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 6, 2017.

The condensed consolidated financial statements include the accounts of Viad and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things, the fair value of Viad’s reporting units used to perform annual impairment testing of recorded goodwill; allowances for uncollectible accounts receivable; provisions for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; sublease income associated with restructuring liabilities; assumptions used to measure pension and postretirement benefit costs and obligations; assumptions used to determine share-based compensation costs under the fair value method, and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Insurance Recoveries

Receipts from insurance up to the amount of the recognized losses are considered recoveries and are accounted for when they are probable of receipt. Anticipated proceeds in excess of the recognized loss are considered a gain contingency. A contingency gain for anticipated insurance proceeds in excess of losses already recognized is not recognized until all contingencies relating to the insurance claim have been resolved.

On December 29, 2016, the Mount Royal Hotel was damaged by a fire and has been closed until further notice. During the fourth quarter of 2016, the Company recorded an asset impairment loss of $2.2 million and an offsetting impairment recovery (and related insurance receivable) as the losses related to the fire are covered by Viad's property and business interruption insurance. During the first quarter of 2017, the Company received $5.3 million in insurance proceeds as a partial settlement, of which $2.2 million was allocated to the insurance receivable, $2.4 million was recorded as an impairment recovery related to construction-in-progress costs incurred to re-open the hotel, and $0.6 million was recorded as contra-expense to offset non-capitalizable costs incurred by the Company. After allocating the insurance proceeds to those losses, the remaining $0.1 million was recorded as a business interruption gain for the recovery of lost profits.

Nature of Business

Viad is an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, and the United Arab Emirates. Viad is committed to providing unforgettable experiences to its clients and guests. Viad operates through three reportable business segments: GES U.S., GES International (collectively, “GES”), and Pursuit.

GES

GES is a global, full-service provider for live events that produces exhibitions, conferences, corporate events, and consumer events. GES offers a comprehensive range of live event services and a full suite of audio-visual services from creative and technology to content and design, along with online tools powered by next generation technologies that help clients easily manage the complexities of their events.

GES’ clients include event organizers and corporate brand marketers. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products, and build business relationships. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.

Pursuit

Pursuit is a collection of iconic natural and cultural destination travel experiences that enjoy perennial demand. Pursuit offers guests distinctive and world renowned experiences through its collection of unique hotels, lodges, recreational attractions, and transportation services. Pursuit is composed of four lines of business: (i) Hospitality; (ii) Attractions; (iii) Transportation, and (iv) Travel Planning. These four lines of business work together, driving economies of scope and meaningful scale in and around the iconic destinations of Banff, Jasper, and Waterton Lakes National Parks and Vancouver in Canada, and Glacier, Denali, and Kenai Fjords National Parks in the United States. Pursuit is composed of Brewster Travel Canada, the Alaska Collection, Glacier Park, Inc., and FlyOver Canada.

 

Impact of Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements:

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Not Yet Adopted

ASU 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 Company may adopt either retrospectively to each prior period presented with the option to elect certain practical expedients or with the cumulative effect recognized at the date of initial application and providing certain disclosures.

 

Subsequent to the issuance of ASU 2014-09, the FASB issued several amendments in 2016 which do not change the core principle of the guidance stated in ASU 2014-09. Rather, they are intended to clarify and improve understanding of certain topics included within the revenue standard.

 

January 1, 2018

 

The Company is currently evaluating the impact of the adoption of this new guidance on its financial position or results of operations including analyzing its current portfolio of customer contracts. The Company has assigned internal resources in addition to the engagement of a third-party service provider to assist in the evaluation of the impact on its accounting policies, processes, and system requirements. Based on the Company’s preliminary assessment, the adoption of this standard will not have a material impact on Viad’s consolidated financial statements. The Company expects the immaterial impact to primarily relate to the deferral of certain commissions which were previously expensed as incurred but will generally be capitalized and amortized over the period of contract performance, and the deferral of certain costs incurred in connection with trade shows which were previously expensed as incurred but will generally be capitalized and expensed upon the completion of the show. The Company is not planning to early adopt the standard and has not determined which transition method it will use. Additionally, the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The Company is continuing its assessment, which may identify other impacts.

 

ASU 2016-02, Leases (Topic 842)

 

The amendment requires lessees to recognize on their balance sheet a right-of-use asset and a lease liability for leases with lease terms greater than one year. The amendment requires additional disclosures about leasing arrangements, and requires a modified retrospective approach to adoption. Early adoption is permitted.

 

January 1, 2019

 

The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations including analyzing its existing operating leases. Based on the Company’s preliminary assessment, the adoption of this standard will have a material impact on Viad’s consolidated balance sheets, but the income statement is not expected to be materially impacted. The Company expects the most significant impact will relate to identifying facility and equipment leases and embedded lease arrangements. The Company has not determined in which period it will adopt the new guidance. Adoption is dependent on the Company’s analysis on information necessary to restate prior periods. The Company is continuing its assessment, which may identify other impacts.

 

ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments

 

 

The amendment provides guidance on eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Early adoption is permitted.

 

January 1, 2018

 

The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations.

ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory

 

The amendment eliminates an exception in ASC 740 which prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The amendment requires an entity to recognize the income tax consequences of intra-entity transfers of assets other than inventory at the time that the transfer occurs.

 

January 1, 2018

 

The Company is currently evaluating the potential impact of the adoption of this new guidance on its financial position or results of operations.

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Not Yet Adopted (Continued)

ASU 2017-01, Business Combination (Topic 805) - Clarifying the Definition of a Business

 

 

The amendment provides guidance on evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.

 

January 1, 2018

 

The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements.

ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment

 

The amendment eliminates the requirement to estimate the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceeded its fair value. Goodwill impairment will now be recognized by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment should be applied prospectively and is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

 

 

January 1, 2020

 

The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements and the Company expects the adoption to reduce the complexity surrounding the analysis of goodwill impairment.

ASU 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension

Cost and Net Periodic Postretirement Benefit Cost

 

 

The amendment requires an employer to disaggregate the service cost components from the other components of net benefit cost. The service cost components are required to be presented in operating income and the other components of net benefit cost are required to be presented outside of operating income.

 

January 1, 2018

 

The Company currently presents all components of net periodic pension and postretirement benefit costs in cost of services in the consolidated statements of operations. The adoption of this new guidance is not expected to have a significant effect on Viad’s consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standards Recently Adopted

ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory

 

The amendment applies to inventory measures using first-in, first-out or average cost and will require entities to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation. Replacement cost and net realizable value less a normal profit margin will no longer be considered.

 

 

January 1, 2017

 

The adoption of this new guidance did not have a significant effect on Viad’s consolidated financial statements.

ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting

 

The amendment identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows.

 

January 1, 2017

 

The adoption of this new guidance resulted in an income tax benefit to Viad’s first quarter 2017 consolidated statements of operations which decreased the effective tax rate from 33% to 27%.

 

Share-Based Compensation
Share-Based Compensation

Note 2. Share-Based Compensation

The following table summarizes share-based compensation expense:

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2017

 

 

2016

 

Performance unit incentive plan (“PUP”)

 

$

1,316

 

 

$

535

 

Restricted stock

 

 

623

 

 

 

498

 

Restricted stock units

 

 

60

 

 

 

33

 

Share-based compensation before income tax benefit

 

 

1,999

 

 

 

1,066

 

Income tax benefit

 

 

(744

)

 

 

(398

)

Share-based compensation, net of income tax benefit

 

$

1,255

 

 

$

668

 

Viad recorded zero and $0.2 million of share-based compensation expense through restructuring expense for the three months ended March 31, 2017 and 2016, respectively.

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

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2016

 

 

267,051

 

 

$

25.96

 

 

 

255,505

 

 

$

26.11

 

 

 

15,982

 

 

$

25.58

 

Granted

 

 

55,217

 

 

$

46.92

 

 

 

72,642

 

 

$

47.45

 

 

 

2,950

 

 

$

47.45

 

Vested

 

 

(73,553

)

 

$

23.85

 

 

 

(76,082

)

 

$

23.66

 

 

 

(6,182

)

 

$

25.05

 

Forfeited

 

 

(1,000

)

 

$

27.09

 

 

 

 

 

$

 

 

 

 

 

$

 

Balance at March 31, 2017

 

 

247,715

 

 

$

31.26

 

 

 

252,065

 

 

$

32.99

 

 

 

12,750

 

 

$

30.90

 

Restricted Stock

As of March 31, 2017, the unamortized cost of all outstanding restricted stock awards was $4.3 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.6 years. During the three months ended March 31, 2017 and 2016, the Company repurchased 25,642 shares for $1.2 million and 23,625 shares for $0.7 million, respectively, related to tax withholding requirements on vested share-based awards. As of March 31, 2017, there were 777,839 total shares available for future grant in accordance with the provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”).

PUP Awards

In February 2016, the PUP Plan was amended to provide that PUP awards earned under the 2007 Plan may be payable in the form of cash or in shares of Viad common stock (or a combination of both). Previously, payouts could only be made in cash. The vesting of shares is based upon achievement of certain performance-based criteria. The performance period of the shares is three years.

During the three months ended March 31, 2017, Viad granted $3.4 million of PUP awards of which $1.4 million are payable in shares. As of March 31, 2017 and December 31, 2016, Viad had recorded liabilities of $5.1 million and $7.6 million, respectively, related to PUP awards. In March 2017, the PUP awards granted in 2014 vested and cash payouts of $3.7 million were distributed. In March 2016, the PUP awards granted in 2013 vested and cash payouts of $0.2 million were distributed.

Restricted Stock Units

As of March 31, 2017 and December 31, 2016, Viad had aggregate liabilities recorded of $0.2 million and $0.4 million, respectively, related to restricted stock units. In February 2017, portions of the 2012 and 2014 restricted stock units vested and cash payouts of $0.3 million were distributed. In February 2016, portions of the 2011, 2012, and 2013 restricted stock units vested and cash payouts of $0.2 million were distributed.

Stock Options

During the three months ended March 31, 2017, there was no stock option activity. As of both March 31, 2017 and December 31, 2016, there were 63,773 stock options outstanding and exercisable with a weighted-average exercise price of $16.62. As of March 31, 2017, there were no unrecognized costs related to non-vested stock option awards.

Acquisition of Businesses
Acquisition of Businesses

Note 3. Acquisition of Businesses

FlyOver Canada

On December 29, 2016, the Company acquired the assets and operations of FlyOver Canada, a recreational attraction that provides a virtual flight ride experience with a combination of motion seating, a four-story movie screen, and media and visual effects. The purchase price was $68.8 million in Canadian dollars (approximately $50.9 million U.S. dollars) in cash, subject to certain adjustments.

The following table summarizes the allocation of the aggregate purchase price paid and the amounts of assets acquired and liabilities assumed based on the estimated fair value as of the acquisition date. The allocation of the purchase price was completed as of March 31, 2017. 

 

(in thousands)

 

 

 

 

 

 

 

 

Purchase price paid as:

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 

$

50,920

 

Cash acquired

 

 

 

 

 

 

(6

)

Purchase price, net of cash acquired

 

 

 

 

 

 

50,914

 

 

 

 

 

 

 

 

 

 

Fair value of net assets acquired:

 

 

 

 

 

 

 

 

Inventories

 

$

11

 

 

 

 

 

Prepaid expenses

 

 

37

 

 

 

 

 

Property and equipment

 

 

10,867

 

 

 

 

 

Intangible assets

 

 

6,028

 

 

 

 

 

Total assets acquired

 

 

16,943

 

 

 

 

 

Accrued liabilities

 

 

118

 

 

 

 

 

Total liabilities assumed

 

 

118

 

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

16,825

 

Excess purchase price over fair value of net assets acquired (“goodwill”)

 

 

 

 

 

$

34,089

 

Under the acquisition method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill of FlyOver Canada is included in the Pursuit business group and is a separate reporting unit. The primary factor that contributed to the purchase price resulting in the recognition of goodwill relates to future growth opportunities and the expansion of the FlyOver concept. Goodwill is expected to be deductible for tax purposes pursuant to Canadian tax regulations. The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Transaction costs associated with the acquisition of FlyOver Canada were $0.1 million in 2017 and $0.5 million in 2016 and are included in cost of services in Viad’s condensed consolidated statements of operations.

Identified intangible assets acquired in the FlyOver Canada acquisition totaled $6.0 million and consist of trade names of $3.7 million, customer relationships of $1.6 million, and non-compete agreements of $0.7 million. The weighted-average amortization period related to the intangible assets is 9.4 years.

The results of operations of FlyOver Canada have been included in Viad’s condensed consolidated financial statements from the date of acquisition. During the three months ended March 31, 2017, revenue and operating loss related to FlyOver Canada were $1.4 million and $0.4 million, respectively.

Other Acquisitions

In March 2017, the Company completed the acquisition of the Poken event engagement technology for total cash consideration of $1.7 million, subject to certain adjustments. This entity has been included in Viad’s condensed consolidated financial statements from the date of acquisition.

Supplementary pro forma financial information

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the 2016 acquisitions of CATC Alaska Tourism Corporation (“CATC”), the business of ON Event Services, LLC (“ON Services”), and FlyOver Canada had been completed on January 1, 2016:

 

 

 

Three Months Ended

 

(in thousands, except per share data)

 

March 31, 2016

 

Revenue

 

$

257,163

 

Depreciation and amortization

 

$

11,966

 

Loss from continuing operations

 

$

(8,477

)

Net loss attributable to Viad

 

$

(8,501

)

Diluted loss per share (1)

 

$

(0.43

)

Basic loss per share

 

$

(0.43

)


(1)  Diluted loss per share amount cannot exceed basic loss per share.

 

Inventories
Inventories

Note 4. Inventories

The components of inventories consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Raw materials

 

$

18,020

 

 

$

16,846

 

Work in process

 

 

18,238

 

 

 

14,574

 

Inventories

 

$

36,258

 

 

$

31,420

 

 

Other Current Assets
Other Current Assets

Note 5. Other Current Assets

Other current assets consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Prepaid vendor payments

 

$

5,682

 

 

$

3,633

 

Income tax receivable

 

 

5,160

 

 

 

3,614

 

Prepaid software maintenance

 

 

3,369

 

 

 

2,804

 

Prepaid insurance

 

 

2,286

 

 

 

2,479

 

Prepaid rent

 

 

1,656

 

 

 

327

 

Prepaid taxes

 

 

895

 

 

 

850

 

Prepaid other

 

 

2,647

 

 

 

731

 

Other

 

 

1,684

 

 

 

4,011

 

Other current assets

 

$

23,379

 

 

$

18,449

 

 

Property and Equipment
Property and Equipment

Note 6. Property and Equipment

Property and equipment consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Land and land interests

 

$

31,743

 

 

$

31,670

 

Buildings and leasehold improvements

 

 

193,073

 

 

 

185,987

 

Equipment and other

 

 

334,653

 

 

 

326,868

 

Gross property and equipment

 

 

559,469

 

 

 

544,525

 

Accumulated depreciation

 

 

(273,050

)

 

 

(264,667

)

Property and equipment, net

 

$

286,419

 

 

$

279,858

 

 

Depreciation expense was $9.1 million and $6.7 million for the three months ended March 31, 2017 and 2016, respectively.

Non-cash increases to property and equipment related to assets acquired under capital leases was $0.4 million and $0.5 million for the three months ended March 31, 2017 and 2016, respectively. Non-cash decreases to property and equipment in accounts payable and accrued liabilities was $1.5 million for the three months ended March 31, 2017 and non-cash increases to property and equipment in accounts payable and accrued liabilities was $3.1 million for the three months ended March 31, 2016.

Other Investments and Assets
Other Investments and Assets

Note 7. Other Investments and Assets

Other investments and assets consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Cash surrender value of life insurance

 

$

23,260

 

 

$

23,197

 

Self-insured liability receivable

 

 

10,463

 

 

 

10,463

 

Workers’ compensation insurance security deposits

 

 

4,050

 

 

 

4,050

 

Other mutual funds

 

 

2,455

 

 

 

2,062

 

Other

 

 

6,313

 

 

 

4,525

 

Other investments and assets

 

$

46,541

 

 

$

44,297

 

 

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

Note 8. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill were as follows:

 

(in thousands)

 

GES U.S.

 

 

GES International

 

 

Pursuit

 

 

Total

 

Balance at December 31, 2016

 

$

148,277

 

 

$

34,460

 

 

$

71,285

 

 

$

254,022

 

Foreign currency translation adjustments

 

 

 

 

 

502

 

 

 

677

 

 

 

1,179

 

Balance at March 31, 2017

 

$

148,277

 

 

$

34,962

 

 

$

71,962

 

 

$

255,201

 

Other intangible assets consisted of the following:

 

 

 

March 31, 2017

 

 

December 31, 2016

 

(in thousands)

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts and relationships

 

$

67,928

 

 

$

(16,609

)

 

$

51,319

 

 

$

67,762

 

 

$

(14,345

)

 

$

53,417

 

Operating contracts and licenses

 

 

9,400

 

 

 

(677

)

 

 

8,723

 

 

 

9,315

 

 

 

(652

)

 

 

8,663

 

Tradenames

 

 

8,367

 

 

 

(1,834

)

 

 

6,533

 

 

 

8,324

 

 

 

(1,440

)

 

 

6,884

 

Non-compete agreements

 

 

5,217

 

 

 

(1,787

)

 

 

3,430

 

 

 

5,190

 

 

 

(1,369

)

 

 

3,821

 

Other

 

 

889

 

 

 

(505

)

 

 

384

 

 

 

886

 

 

 

(458

)

 

 

428

 

Total amortized intangible assets

 

 

91,801

 

 

 

(21,412

)

 

 

70,389

 

 

 

91,477

 

 

 

(18,264

)

 

 

73,213

 

Unamortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business licenses

 

 

460

 

 

 

 

 

 

460

 

 

 

460

 

 

 

 

 

 

460

 

Other intangible assets

 

$

92,261

 

 

$

(21,412

)

 

$

70,849

 

 

$

91,937

 

 

$

(18,264

)

 

$

73,673

 

Intangible asset amortization expense was $3.1 million and $1.7 million for the three months ended March 31, 2017 and 2016, respectively. The weighted-average amortization period of customer contracts and relationships, operating contracts and licenses, tradenames, non-compete agreements, and other amortizable intangible assets is approximately 9.2 years, 26.9 years, 7.3 years, 2.8 years, and 3.3 years, respectively. The estimated future amortization expense related to amortized intangible assets held at March 31, 2017 is as follows:

 

(in thousands)

 

 

 

 

Year ending December 31,

 

 

 

 

Remainder of 2017

 

$

9,275

 

2018

 

 

10,848

 

2019

 

 

9,788

 

2020

 

 

8,299

 

2021

 

 

7,316

 

Thereafter

 

 

24,863

 

Total

 

$

70,389

 

 

Other Current Liabilities
Other Current Liabilities

Note 9. Other Current Liabilities

Other current liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Continuing operations:

 

 

 

 

 

 

 

 

Commissions payable

 

$

8,717

 

 

$

639

 

Accrued employee benefit costs

 

 

6,615

 

 

 

2,624

 

Self-insured liability accrual

 

 

5,808

 

 

 

5,941

 

Accrued sales and use taxes

 

 

4,017

 

 

 

4,279

 

Accrued dividends

 

 

2,115

 

 

 

2,119

 

Current portion of pension liability

 

 

1,793

 

 

 

1,963

 

Deferred rent

 

 

1,613

 

 

 

1,535

 

Accrued rebates

 

 

1,085

 

 

 

1,078

 

Accrued restructuring

 

 

994

 

 

 

1,924

 

Accrued professional fees

 

 

885

 

 

 

794

 

Other taxes

 

 

8,349

 

 

 

4,210

 

Other

 

 

2,761

 

 

 

2,532

 

Total continuing operations

 

 

44,752

 

 

 

29,638

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

2,091

 

 

 

492

 

Self-insured liability accrual

 

 

176

 

 

 

162

 

Other

 

 

98

 

 

 

98

 

Total discontinued operations

 

 

2,365

 

 

 

752

 

Total other current liabilities

 

$

47,117

 

 

$

30,390

 

 

Other Deferred Items and Liabilities
Other Deferred Items and Liabilities

Note 10. Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Continuing operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

$

13,007

 

 

$

12,981

 

Self-insured excess liability

 

 

10,463

 

 

 

10,463

 

Accrued compensation

 

 

6,397

 

 

 

8,514

 

Deferred rent

 

 

4,918

 

 

 

5,271

 

Foreign deferred tax liability

 

 

2,446

 

 

 

2,264

 

Accrued restructuring

 

 

1,852

 

 

 

1,858

 

Other

 

 

1,328

 

 

 

1,300

 

Total continuing operations

 

 

40,411

 

 

 

42,651

 

Discontinued operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

 

3,294

 

 

 

3,748

 

Environmental remediation liabilities

 

 

1,980

 

 

 

3,091

 

Accrued income taxes

 

 

1,063

 

 

 

1,045

 

Other

 

 

199

 

 

 

199

 

Total discontinued operations

 

 

6,536

 

 

 

8,083

 

Total other deferred items and liabilities

 

$

46,947

 

 

$

50,734

 

 

Debt and Capital Lease Obligations
Debt and Capital Lease Obligations

Note 11. Debt and Capital Lease Obligations

The components of long-term debt and capital lease obligations consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands, except interest rates)

 

2017

 

 

2016

 

Revolving credit facility and term loan 2.9% and 2.6% weighted-average interest rate at

   March 31, 2017 and December 31, 2016, respectively, due through 2019 (1)

 

$

199,571

 

 

$

212,750

 

Brewster Inc. revolving credit facility 2.6% and 2.7% weighted-average interest rate at

   March 31, 2017 and December 31, 2016, respectively, due through 2017 (1)

 

 

36,789

 

 

 

36,456

 

Less unamortized debt issuance costs

 

 

(1,332

)

 

 

(1,464

)

Total debt

 

 

235,028

 

 

 

247,742

 

Capital lease obligations, 4.9% and 4.9% weighted-average interest rate at March 31,

   2017 and December 31, 2016, respectively, due through 2020

 

 

1,613

 

 

 

1,469

 

Total debt and capital lease obligations

 

 

236,641

 

 

 

249,211

 

Current portion (2)

 

 

(166,875

)

 

 

(174,968

)

Long-term debt and capital lease obligations

 

$

69,766

 

 

$

74,243

 

(1)

Represents the weighted-average interest rate in effect at the respective periods for the revolving credit facilities and term loan borrowings, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

Borrowings under the revolving credit facilities are classified as current because all borrowed amounts are due within one year.

Effective December 22, 2014, Viad entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a senior credit facility in the aggregate amount of $300 million, which consists of a $175 million revolving credit facility (the “Revolving Credit Facility”) and a $125 million term loan (the “Term Loan”). Loans under the Credit Agreement have a maturity date of December 22, 2019. Proceeds from the loans made under the Credit Agreement were used to refinance certain outstanding debt of the Company and will be used for the Company’s general corporate purposes in the ordinary course of its business. Under the Credit Agreement, the Revolving Credit Facility and/or the Term Loan may be increased up to an additional $100 million under certain circumstances. If such circumstances are met, the Company may obtain the additional borrowings under the Revolving Credit Facility, the Term Loan, or a combination of the two. The Revolving Credit Facility has a $40 million sublimit for letters of credit. Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars, or British pounds. Viad’s lenders under the Credit Agreement have a first perfected security interest in all of the personal property of Viad, GES, GES Event Intelligence Services, Inc., and CATC, including 65 percent of the capital stock of top-tier foreign subsidiaries. ON Services will also provide Viad’s lenders with a first perfected security interest in all of ON Services’ personal property upon the execution of a subsidiary security agreement by the lenders and ON Services.

Effective February 24, 2016, Viad executed an amendment (the “Credit Agreement Amendment”) to the Credit Agreement. The Credit Agreement Amendment modified the terms of the financial covenants and the negative covenants related to acquisitions, restricted payments, and indebtedness. The overall maximum leverage ratio and minimum fixed charge coverage ratio are 3.50 to 1.00 and 1.75 to 1.00, respectively, and will remain at those levels for the entire remaining term of the Credit Agreement. Acquisitions in substantially the same or related lines of business are permitted under the Credit Agreement Amendment, as long as the pro forma leverage ratio is less than or equal to 3.00 to 1.00. Viad can make dividends, distributions, and repurchases of its common stock up to $20 million per calendar year. Stock dividends, distributions, and repurchases above the $20 million limit are not subject to a liquidity covenant, and are permitted as long as the Company’s pro forma leverage ratio is less than or equal to 2.50 to 1.00 and no default or unmatured default, as defined in the Credit Agreement, exists. Unsecured debt is allowed as long as the Company’s pro forma leverage ratio is less than or equal to 3.00 to 1.00. Significant other covenants under the Credit Agreement that remain unchanged by the Credit Agreement Amendment include limitations on investments, sales/leases of assets, consolidations or mergers, and liens on property. As of March 31, 2017, the fixed charge coverage ratio was 3.26 to 1.00, the leverage ratio was 1.57 to 1.00, and Viad was in compliance with all covenants under the Credit Agreement.

Effective December 28, 2016, Brewster Inc., part of Pursuit, entered into a credit agreement (the “Brewster Credit Agreement”) with a $38 million revolving credit facility (the “Brewster Revolving Credit Facility”). A loan under the Brewster Credit Agreement was used in connection with the Company’s acquisition of FlyOver Canada and has a maturity date of December 28, 2017. Additional loan proceeds will be used for potential future acquisitions in Canada and other general corporate purposes of Brewster Inc. Brewster Inc.’s lender has a first perfected security interest in all of the personal property of Brewster Inc. under the Brewster Revolving Credit Facility and a guaranty from Brewster Travel Canada Inc., the immediate parent of Brewster Inc., (secured by its present and future personal property), Viad, and all current or future subsidiaries of Viad that are required to be guarantors under Viad’s Credit Agreement.

As of March 31, 2017, Viad’s total debt and capital lease obligations were $236.6 million, consisting of outstanding borrowings under the Term Loan of $89.1 million, under the Revolving Credit Facility of $110.4 million, under the Brewster Revolving Credit Facility of $36.8 million, and capital lease obligations of $1.6 million, offset in part by unamortized debt issuance costs of $1.3 million. As of March 31, 2017, Viad had $63.3 million of capacity remaining under the Revolving Credit Facility, reflecting borrowings of $110.4 million and $1.3 million in outstanding letters of credit. As of March 31, 2017, Brewster Inc. has $1.2 million of capacity remaining under the Brewster Revolving Credit Facility.

Borrowings under the Revolving Credit Facility (of which GES, GES Event Intelligence Services, Inc., and CATC are guarantors) 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. ON Services will become a guarantor for Viad’s borrowings under the Revolving Credit Facility upon the execution of a guaranty agreement by the lenders and ON Services.

As of March 31, 2017, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the condensed 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 March 31, 2017 would be $8.7 million. These guarantees relate to facilities leased by the Company through September 2021. 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 $228.8 million and $252.8 million as of March 31, 2017 and December 31, 2016, 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.

Cash paid for interest on debt was $1.5 million and $1.1 million for the three months ended March 31, 2017 and 2016, respectively.

Fair Value Measurements
Fair Value Measurements

Note 12. 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)

 

March 31, 2017

 

 

Quoted Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobserved

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

118

 

 

$

118

 

 

$

 

 

$

 

Other mutual funds(2)

 

 

2,455

 

 

 

2,455

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

2,573

 

 

$

2,573

 

 

$

 

 

$

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

December 31, 2016

 

 

Quoted Prices

in Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobserved

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

118

 

 

$

118

 

 

$

 

 

$

 

Other mutual funds(2)

 

 

2,062

 

 

 

2,062

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

2,180

 

 

$

2,180

 

 

$

 

 

$

 

(1)

Money market mutual funds are included in “Cash and cash equivalents” in the condensed consolidated balance sheets. These investments are classified as available-for-sale and were recorded at fair value. There have been no realized 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.

(2)

Other mutual funds are included in “Other investments and assets” in the condensed consolidated balance sheets. These investments are classified as available-for-sale and were recorded at fair value. As of March 31, 2017 and December 31, 2016, 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 “Accumulated other comprehensive income (loss)” (“AOCI”) in the condensed consolidated balance sheets.

The carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term maturities of these instruments. Refer to Note 11 Debt and Capital Lease Obligations, for the estimated fair value of debt obligations.

Stockholders' Equity
Stockholders' Equity

Note 13. Stockholders’ Equity

The following represents a reconciliation of the carrying amounts of stockholders’ equity attributable to Viad and the noncontrolling interest for the three months ended March 31, 2017 and 2016:

 

(in thousands)

 

Total Viad

Stockholders’

Equity

 

 

Noncontrolling

Interest

 

 

Total

Stockholders’

Equity

 

Balance at December 31, 2016

 

$

357,355

 

 

$

13,283

 

 

$

370,638

 

Net income

 

 

6,777

 

 

 

(264

)

 

 

6,513

 

Dividends on common stock ($0.10 per share)

 

 

(2,038

)

 

 

 

 

 

(2,038

)

Common stock purchased for treasury

 

 

(1,204

)

 

 

 

 

 

(1,204

)

Employee benefit plans

 

 

1,779

 

 

 

 

 

 

1,779

 

Unrealized foreign currency translation adjustment

 

 

2,345

 

 

 

 

 

 

2,345

 

Other changes to AOCI

 

 

95

 

 

 

 

 

 

 

95

 

Other

 

 

(92

)

 

 

 

 

 

(92

)

Balance at March 31, 2017

 

$

365,017

 

 

$

13,019

 

 

$

378,036

 

 

(in thousands)

 

Total Viad

Stockholders’

Equity

 

 

Noncontrolling

Interest

 

 

Total

Stockholders’

Equity

 

Balance at December 31, 2015

 

$

322,581

 

 

$

12,757

 

 

$

335,338

 

Net loss

 

 

(6,983

)

 

 

(162

)

 

 

(7,145

)

Dividends on common stock ($0.10 per share)

 

 

(2,024

)

 

 

 

 

 

(2,024

)

Common stock purchased for treasury

 

 

(651

)

 

 

 

 

 

(651

)

Employee benefit plans

 

 

1,449

 

 

 

 

 

 

1,449

 

Unrealized foreign currency translation adjustment

 

 

8,042

 

 

 

 

 

 

8,042

 

Tax benefits from share-based compensation

 

 

28

 

 

 

 

 

 

28

 

Other changes to AOCI

 

 

72

 

 

 

 

 

 

72

 

Other