VIAD CORP, 10-Q filed on 11/6/2020
Quarterly Report
v3.20.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2020
Oct. 30, 2020
Document Information [Line Items]    
Entity Registrant Name Viad Corp  
Entity Central Index Key 0000884219  
Document Type 10-Q  
Document Period End Date Sep. 30, 2020  
Amendment Flag false  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
Entity Incorporation, State or Country Code DE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity File Number 001-11015  
Entity Tax Identification Number 36-1169950  
Entity Address, Address Line One 1850 North Central Avenue  
Entity Address, Address Line Two Suite 1900  
Entity Address, City or Town Phoenix  
Entity Address, State or Province AZ  
Entity Address, Postal Zip Code 85004-4565  
City Area Code 602  
Local Phone Number 207-1000  
Entity Common Stock, Shares Outstanding   20,428,448
Document Quarterly Report true  
Document Transition Report false  
Common Stock    
Document Information [Line Items]    
Trading Symbol VVI  
Title of 12(b) Security Common Stock, $1.50 Par Value  
Security Exchange Name NYSE  
Junior Participating Preferred Stock    
Document Information [Line Items]    
No Trading Symbol Flag true  
Title of 12(b) Security Preferred Stock Purchase Rights  
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Current assets    
Cash and cash equivalents $ 56,452 $ 61,999
Accounts receivable, net of allowances for doubtful accounts of $10,105 and $1,200, respectively 21,154 126,246
Inventories 16,296 17,269
Current contract costs 7,649 24,535
Other current assets 16,196 30,854
Total current assets 117,747 260,903
Property and equipment, net 477,445 500,901
Other investments and assets 19,937 45,119
Operating lease right-of-use assets 88,394 103,314
Deferred income taxes   26,163
Goodwill 96,931 287,983
Other intangible assets, net 68,638 94,308
Total Assets 869,092 1,318,691
Current liabilities    
Accounts payable 22,069 86,660
Contract liabilities 17,153 50,671
Accrued compensation 8,392 32,658
Operating lease obligations 17,872 22,180
Other current liabilities 30,127 39,824
Current portion of debt and finance lease obligations [1] 4,040 5,330
Total current liabilities 99,653 237,323
Long-term debt and finance lease obligations 252,152 335,162
Pension and postretirement benefits 25,789 26,247
Long-term operating lease obligations 73,688 82,851
Other deferred items and liabilities 75,174 83,707
Total liabilities 526,456 765,290
Commitments and contingencies
Redeemable noncontrolling interest 5,271 6,172
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 570,447 574,473
Retained earnings (deficit) (202,691) 122,971
Accumulated other comprehensive loss (42,687) (35,699)
Common stock in treasury, at cost, 4,507,957 and 4,588,084 shares, respectively (227,623) (231,649)
Total Viad stockholders’ equity 134,848 467,498
Non-redeemable noncontrolling interest 75,620 79,731
Total stockholders’ equity 210,468 547,229
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity 869,092 $ 1,318,691
Convertible Series A Preferred Stock    
Current liabilities    
Convertible Series A Preferred Stock, $0.01 par value, 180,000 shares authorized, 135,000 shares issued and outstanding at September 30, 2020 $ 126,897  
[1] Subsequent to the filing of our 2019 Form 10-K, we identified a correction related to the classification of the 2018 Credit Facility (as defined below) from current to long-term given that the 2018 Credit Facility’s contractual maturity was not within 12 months of the balance sheet date, and we were in compliance with all applicable covenants as of December 31, 2019. As a result, we corrected the classification of the debt on the accompanying condensed consolidated balance sheet and the disclosure related to classification of debt in the table above as of December 31, 2019 to present the 2018 Credit Facility as long-term. Except for this change, the correction had no impact upon this Quarterly Report on Form 10-Q. We determined that the error is not material to the previously issued financial statements.
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Allowance for doubtful accounts $ 10,105 $ 1,200
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 4,507,957 4,588,084
Convertible Series A Preferred Stock    
Preferred Stock, Par value $ 0.01 $ 0.01
Preferred Stock, Shares Authorized 180,000 180,000
Preferred Stock, Shares Issued 135,000 135,000
Preferred Stock, Shares Outstanding 135,000 135,000
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Revenue:        
Total revenue $ 63,072 $ 353,743 $ 389,863 $ 1,009,686
Costs and expenses:        
Business interruption gain       (141)
Corporate activities 2,645 2,680 5,902 7,795
Interest income (58) (79) (313) (260)
Interest expense 5,508 3,740 14,712 9,612
Multi-employer pension plan withdrawal     462 15,508
Other expense 210 281 894 1,192
Restructuring charges 11,259 1,702 12,370 6,845
Legal settlement       8,500
Impairment charges 676   203,076  
Total costs and expenses 90,077 307,245 692,867 968,709
Income (loss) from continuing operations before income taxes (27,005) 46,498 (303,004) 40,977
Income tax expense 735 11,891 20,454 10,861
Income (loss) from continuing operations (27,740) 34,607 (323,458) 30,116
Income (loss) from discontinued operations (989) (141) (1,822) 32
Net income (loss) (28,729) 34,466 (325,280) 30,148
Net (income) loss attributable to non-redeemable noncontrolling interest (2,331) (3,418) 636 (3,329)
Net loss attributable to redeemable noncontrolling interest 302 368 1,023 644
Net income (loss) attributable to Viad $ (30,758) $ 31,416 $ (323,621) $ 27,463
Diluted income (loss) per common share:        
Continuing operations attributable to Viad common stockholders $ (1.54) $ 1.54 $ (15.98) $ 1.33
Discontinued operations attributable to Viad common stockholders (0.05) (0.01) (0.09)  
Net income (loss) attributable to Viad common stockholders [1] $ (1.59) $ 1.53 $ (16.07) $ 1.33
Weighted-average outstanding and potentially dilutive common shares 20,293 20,311 20,263 20,267
Basic income (loss) per common share:        
Continuing operations attributable to Viad common stockholders $ (1.54) $ 1.54 $ (15.98) $ 1.33
Discontinued operations attributable to Viad common stockholders (0.05) (0.01) (0.09)  
Net income (loss) attributable to Viad common stockholders $ (1.59) $ 1.53 $ (16.07) $ 1.33
Weighted-average outstanding common shares 20,293 20,168 20,263 20,129
Dividends declared per common share   $ 0.10 $ 0.10 $ 0.30
Amounts attributable to Viad common stockholders        
Income (loss) from continuing operations $ (29,769) $ 31,557 $ (321,799) $ 27,431
Income (loss) from discontinued operations (989) (141) (1,822) 32
Net income (loss) attributable to Viad (30,758) 31,416 (323,621) 27,463
Services        
Revenue:        
Total revenue 43,702 291,701 335,383 858,071
Costs and expenses:        
Costs and expenses 51,730 247,551 395,432 785,131
Products        
Revenue:        
Total revenue 19,370 62,042 54,480 151,615
Costs and expenses:        
Costs and expenses $ 18,107 $ 51,370 $ 60,332 $ 134,527
[1]

Diluted loss per share amount cannot exceed basic loss per share.

v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Statement Of Income And Comprehensive Income [Abstract]        
Net income (loss) $ (28,729) $ 34,466 $ (325,280) $ 30,148
Other comprehensive income (loss):        
Unrealized foreign currency translation adjustments 11,032 (5,229) (7,342) 3,868
Change in net actuarial loss, net of tax [1] 70 83 436 302
Change in prior service cost, net of tax [1] (27) (35) (82) (106)
Comprehensive income (loss) (17,654) 29,285 (332,268) 34,212
Non-redeemable noncontrolling interest:        
Net (income) loss attributable to non-redeemable noncontrolling interest (2,331) (3,418) 636 (3,329)
Unrealized foreign currency translation adjustments 1,837 (682) (1,949) 94
Redeemable noncontrolling interest:        
Comprehensive loss attributable to redeemable noncontrolling interest 302 368 1,023 644
Comprehensive income (loss) attributable to Viad $ (17,846) $ 25,553 $ (332,558) $ 31,621
[1] The tax effect on other comprehensive income (loss) is not significant.
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND MEZZANINE EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Mountain Park Lodges
Common Stock
Additional Capital
Retained Earnings (Deficit)
Accumulated Other Comprehensive Income (Loss)
Common Stock in Treasury
Total Viad Equity
Non-Redeemable Non-Controlling Interest
Non-Redeemable Non-Controlling Interest
Mountain Park Lodges
Mezzanine Equity Redeemable Non Controlling Interest
Convertible Series A Preferred Stock
Unearned Employee Benefits and Other
Beginning Balance at Dec. 31, 2018 $ 450,555   $ 37,402 $ 575,339 $ 109,032 $ (47,975) $ (237,790) $ 436,207 $ 14,348   $ 5,909   $ 199
Increase Decrease In Stockholders' Equity Roll Forward                          
Net income (loss) (18,197)       (17,777)     (17,777) (420)   (24)    
Dividends on common stock ($0.10 per share) (2,028)       (2,028)     (2,028)          
Payment of payroll taxes on stock-based compensation through shares withheld (2,905)           (2,905) (2,905)          
Employee benefit plans 1,220     (4,302)     5,522 1,220          
Share-based compensation - equity awards 780     780       780          
Unrealized foreign currency translation adjustment 4,780         4,780   4,780     (310)    
Amortization of net actuarial loss, net of tax 120         120   120          
Amortization of prior service cost, net of tax (35)         (35)   (35)          
Other, net 41     16     1 41     87   24
Ending Balance at Mar. 31, 2019 434,331   37,402 571,833 89,227 (43,110) (235,172) 420,403 13,928   5,662   223
Beginning Balance at Dec. 31, 2018 450,555   37,402 575,339 109,032 (47,975) (237,790) 436,207 14,348   5,909   199
Increase Decrease In Stockholders' Equity Roll Forward                          
Amortization of net actuarial loss, net of tax [1] 302                        
Amortization of prior service cost, net of tax [1] (106)                        
Ending Balance at Sep. 30, 2019 532,527   37,402 574,039 130,435 (43,911) (232,928) 465,037 67,490   5,431    
Beginning Balance at Mar. 31, 2019 434,331   37,402 571,833 89,227 (43,110) (235,172) 420,403 13,928   5,662   223
Increase Decrease In Stockholders' Equity Roll Forward                          
Net income (loss) 14,155       13,824     13,824 331   (252)    
Dividends on common stock ($0.10 per share) (2,006)       (2,006)     (2,006)          
Payment of payroll taxes on stock-based compensation through shares withheld (89)           (89) (89)          
Employee benefit plans 1,602     301     1,301 1,602          
Share-based compensation - equity awards 781     781       781          
Unrealized foreign currency translation adjustment 5,093         4,317   4,317 776   (81)    
Amortization of net actuarial loss, net of tax 99         99   99          
Amortization of prior service cost, net of tax (36)         (36)   (36)          
Acquisition   $ 49,711               $ 49,711      
Other, net 14     16     221 14     179   $ (223)
Ending Balance at Jun. 30, 2019 503,655   37,402 572,931 101,045 (38,730) (233,739) 438,909 64,746   5,508    
Increase Decrease In Stockholders' Equity Roll Forward                          
Net income (loss) 34,834       31,416     31,416 3,418   (368)    
Dividends on common stock ($0.10 per share) (2,026)       (2,026)     (2,026)          
Payment of payroll taxes on stock-based compensation through shares withheld (25)           (25) (25)          
Employee benefit plans 1,271     212     1,059 1,271          
Share-based compensation - equity awards 938     938       938          
Unrealized foreign currency translation adjustment (5,911)         (5,229)   (5,229) (682)   27    
Amortization of net actuarial loss, net of tax 83 [1]         83   83          
Amortization of prior service cost, net of tax (35) [1]         (35)   (35)          
Acquisition   $ 8               $ 8      
Other, net (265)     (42)     (223) (265)     264    
Ending Balance at Sep. 30, 2019 532,527   37,402 574,039 130,435 (43,911) (232,928) 465,037 67,490   5,431    
Beginning Balance at Dec. 31, 2019 547,229   37,402 574,473 122,971 (35,699) (231,649) 467,498 79,731   6,172    
Increase Decrease In Stockholders' Equity Roll Forward                          
Net income (loss) (87,918)       (86,585)     (86,585) (1,333)   (517)    
Dividends on common stock ($0.10 per share) (2,038)       (2,038)     (2,038)          
Distributions to noncontrolling interest (1,526)               (1,526)        
Payment of payroll taxes on stock-based compensation through shares withheld (1,059)           (1,059) (1,059)          
Common stock purchased for treasury (2,785)           (2,785) (2,785)          
Employee benefit plans 1,912     (3,810)     5,722 1,912          
Share-based compensation - equity awards 276     276       276          
Unrealized foreign currency translation adjustment (33,877)         (28,158)   (28,158) (5,719)   (873)    
Amortization of net actuarial loss, net of tax 341         341   341          
Amortization of prior service cost, net of tax (27)         (27)   (27)          
Other, net (82)     (80) (3)   1 (82)     126    
Ending Balance at Mar. 31, 2020 420,446   37,402 570,859 34,345 (63,543) (229,770) 349,293 71,153   4,908    
Beginning Balance at Dec. 31, 2019 547,229   37,402 574,473 122,971 (35,699) (231,649) 467,498 79,731   6,172    
Increase Decrease In Stockholders' Equity Roll Forward                          
Dividends on convertible preferred stock (1,134)                        
Amortization of net actuarial loss, net of tax [1] 436                        
Amortization of prior service cost, net of tax [1] (82)                        
Ending Balance at Sep. 30, 2020 210,468   37,402 570,447 (202,691) (42,687) (227,623) 134,848 75,620   5,271 $ 126,897  
Beginning Balance at Mar. 31, 2020 420,446   37,402 570,859 34,345 (63,543) (229,770) 349,293 71,153   4,908    
Increase Decrease In Stockholders' Equity Roll Forward                          
Net income (loss) (207,912)       (206,278)     (206,278) (1,634)   (204)    
Payment of payroll taxes on stock-based compensation through shares withheld (3)           (3) (3)          
Employee benefit plans 330     48     282 330          
Share-based compensation - equity awards 602     602       602          
Unrealized foreign currency translation adjustment 11,717         9,784   9,784 1,933   102    
Amortization of net actuarial loss, net of tax 25         25   25          
Amortization of prior service cost, net of tax (28)         (28)   (28)          
Other, net 45     46     (1) 45     332    
Ending Balance at Jun. 30, 2020 225,222   37,402 571,555 (171,933) (53,762) (229,492) 153,770 71,452   5,138    
Increase Decrease In Stockholders' Equity Roll Forward                          
Net income (loss) (28,427)       (30,758)     (30,758) 2,331   (302)    
Issuance of Series A convertible preferred stock                       125,763  
Dividends on convertible preferred stock (1,134)     (1,134)       (1,134)       1,134  
Employee benefit plans (253)     (2,123)     1,870 (253)          
Share-based compensation - equity awards 2,135     2,135       2,135          
Unrealized foreign currency translation adjustment 12,869         11,032   11,032 1,837   (33)    
Amortization of net actuarial loss, net of tax 70 [1]         70   70          
Amortization of prior service cost, net of tax (27) [1]         (27)   (27)          
Other, net 13     14     (1) 13     468    
Ending Balance at Sep. 30, 2020 $ 210,468   $ 37,402 $ 570,447 $ (202,691) $ (42,687) $ (227,623) $ 134,848 $ 75,620   $ 5,271 $ 126,897  
[1] The tax effect on other comprehensive income (loss) is not significant.
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND MEZZANINE EQUITY (Parenthetical) (Unaudited) - $ / shares
3 Months Ended
Mar. 31, 2020
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Statement Of Stockholders Equity [Abstract]        
Dividends on common stock per share $ 0.10 $ 0.10 $ 0.10 $ 0.10
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Cash flows from operating activities          
Net income (loss) $ (28,729) $ 34,466 $ (325,280) $ 30,148  
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization     43,051 44,061  
Deferred income taxes     20,428 5,261  
(Income) loss from discontinued operations 989 141 1,822 (32)  
Restructuring charges 11,259 1,702 12,370 6,845  
Legal settlement       8,500  
Impairment charges     203,076    
Gains on dispositions of property and other assets     (14,935) (938)  
Share-based compensation expense 1,937 1,831 649 6,448  
Multi-employer pension plan withdrawal     462 15,508  
Other non-cash items, net     10,371 2,772  
Change in operating assets and liabilities:          
Receivables     104,722 (37,028)  
Inventories     833 389  
Current contract costs     16,418 (13,929)  
Accounts payable     (76,355) 20,121  
Restructuring liabilities     (4,606) (5,012)  
Accrued compensation     (25,268) 2,308  
Contract liabilities     (32,650) 29,177  
Income taxes payable     1,290 3,777  
Other assets and liabilities, net     17,696 (17,236)  
Net cash (used in) provided by operating activities     (45,906) 101,140  
Cash flows from investing activities          
Capital expenditures     (40,057) (60,868)  
Cash surrender value of life insurance policies     24,767    
Cash paid for acquisitions, net       (90,992)  
Proceeds from dispositions of property and other assets     21,788 1,022  
Net cash provided by (used in) investing activities     6,498 (150,838)  
Cash flows from financing activities          
Proceeds from borrowings     191,733 170,459  
Payments on debt and finance lease obligations     (273,663) (99,340)  
Dividends paid on common stock     (4,064) (6,060)  
Distributions to noncontrolling interest     (1,526)    
Debt issuance costs     (1,585)    
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased     (1,062) (3,019)  
Common stock purchased for treasury     (2,785)    
Proceeds from issuance of Convertible Series A Preferred Stock, net of issuance costs     125,763    
Proceeds from exercise of stock options     2,077 92  
Net cash provided by financing activities     34,888 62,132  
Effect of exchange rate changes on cash and cash equivalents     (1,027) (689)  
Net change in cash and cash equivalents     (5,547) 11,745  
Cash and cash equivalents, beginning of year     61,999 44,893 $ 44,893
Cash and cash equivalents, end of period $ 56,452 $ 56,638 $ 56,452 $ 56,638 $ 61,999
v3.20.2
Overview and Basis of Presentation
9 Months Ended
Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Overview and Basis of Presentation

Note 1. Overview and Basis of Presentation

Nature of Business

We are an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, the United Arab Emirates, and Iceland. We are committed to providing unforgettable experiences to our clients and guests. We operate through three reportable business segments: GES North America, GES EMEA (collectively, “GES”), and Pursuit.

GES

GES is a global, full-service live events company offering a comprehensive range of services to event organizers and corporate brand marketers. Event organizers schedule and run events from start to finish. 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 inspiring and unforgettable travel experiences that include recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, and FlyOver.

Impact of COVID-19

On March 11, 2020, the World Health Organization declared COVID-19 a “pandemic.” COVID-19 has spread rapidly, with a high concentration of confirmed cases in the U.S. and other countries in which we operate. The rapid spread has resulted in authorities around the world implementing numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns. The COVID-19 pandemic and these containment measures have had, and are expected to continue to have, a substantial negative impact on businesses around the world and on global, regional, and national economies.

The COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, with live events largely shut down and tourism activity disruptions. In response to the COVID-19 pandemic, we implemented aggressive cost reduction measures to preserve cash, including furloughs, layoffs, mandatory unpaid time off, or salary reductions for all employees, and the elimination of discretionary spending. We continue to implement measures to successfully adapt for the long-term impact of COVID-19. During the third quarter of 2020, we secured additional capital to strengthen our liquidity position and amended our Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”) to provide financial flexibility.

Investment Agreement

On August 5, 2020, we entered into an investment agreement with funds managed by private equity firm Crestview Partners (the “Investment Agreement”) who made an initial investment of $135 million, offset in part by $9.2 million in fees, in newly issued perpetual convertible preferred stock that carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option (the “Convertible Preferred Stock”). The Convertible Preferred Stock is convertible into shares of our common stock at a conversion price of $21.25 per share. The Investment Agreement also includes a delayed draw commitment of up to $45 million in additional Convertible Preferred Stock, which we may access during the 12 months following the August 5, 2020 closing date on the same terms and conditions as the initial investment. The proceeds from Crestview’s initial investment were used to repay a portion of our 2018 Credit Facility, will provide additional short-term liquidity, will fund capital expenditures, and will support general corporate purposes. Pursuant to the Investment Agreement, two Crestview Partners’ designees joined our Board of Directors, increasing the size of our board from seven to nine directors.

Credit Agreement Amendment

On August 5, 2020, we entered into an amendment to our 2018 Credit Agreement, which, among other things, (i) waives our financial covenants until September 30, 2022 (the “Covenant Waiver Period”) and (ii) requires us to maintain minimum liquidity of $125 million with a step down to $100 million at December 31, 2020. The interest rate on the borrowings is equal to the London Interbank

Offered Rate (“LIBOR”) plus 350 basis points, with a LIBOR floor of one percent during the Covenant Waiver Period. The LIBOR floor continues until the end of the 2018 Credit Agreement. Viad pledged 100% of the capital stock of its wholly-owned domestic subsidiaries and its top-tier foreign subsidiaries (other than Esja Attractions ehf.). Fees related to the amendment were approximately $1.7 million.

Management anticipates that the initial cash proceeds from Crestview Partners, existing cash and cash equivalents, and the amendment to waive financial covenants within the 2018 Credit Agreement until September 30, 2022 will be sufficient to fund operations for at least the next 12 months.

Goodwill Impairment

Due to the deteriorating macroeconomic environment, disruptions to our operations, and the sustained decline in our stock price caused by COVID-19, we determined an interim triggering event had occurred in the first and second quarters of 2020, which required us to assess the carrying values of goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles – Goodwill and Other. Based on this assessment, we recorded non-cash goodwill impairment charges of $186.1 million during the first half of 2020, including a full impairment charge to the remaining GES goodwill balance of $113.1 million in the second quarter of 2020. Our remaining goodwill balance as of September 30, 2020 of $96.9 million pertains to our Pursuit business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve. Refer to Note 9 – Goodwill and Other Intangible Assets for additional information.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were 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 SEC rules and regulations for complete financial statements. 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 our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020 (“2019 Form 10-K”). Subsequent to the filing of the 2019 Form 10-K, we corrected the classification of debt as of December 31, 2019. Refer to Note 12 – Debt and Finance Lease Obligations.

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

Correction to Prior Period Financial Statements

During the third quarter of 2020, we identified a prior period error related to the recognition of revenue of our GES’ Corporate Accounts’ third-party services. Revenue from these services should have been recorded on a net basis to reflect only the fees we receive from arranging these services. Previously, we recorded this revenue on a gross basis, thus overstating revenue and cost of services by the same amount. As a result, we corrected the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 related to this gross-to-net adjustment. We determined that the error is not material to the previously issued financial statements. Note 2 – Revenue and Related Contract Costs and Contract Liabilities and Note 22 – Segment Information reflects this change.

 

 

 

Three Months Ended September 30, 2019

 

 

Nine Months Ended September 30, 2019

 

(in thousands)

 

Services Revenue

 

 

Cost of Services

 

 

Services Revenue

 

 

Cost of Services

 

As previously reported

 

$

300,446

 

 

$

256,296

 

 

$

898,746

 

 

$

825,806

 

Gross to net correction for GES North America

 

 

(6,859

)

 

 

(6,859

)

 

 

(32,081

)

 

 

(32,081

)

Gross to net correction for GES EMEA

 

 

(1,886

)

 

 

(1,886

)

 

 

(8,594

)

 

 

(8,594

)

Total as corrected

 

$

291,701

 

 

$

247,551

 

 

$

858,071

 

 

$

785,131

 

 

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 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes

 

The amendment enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as ownership changes in investments, and interim-period accounting for enacted changes in tax law.

 

1/1/2021

 

We are currently evaluating the potential impact of the adoption of this new guidance on our consolidated financial statements. We do not expect this new guidance to have a material impact on our consolidated financial statements.

ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)

 

The amendment simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. The amendment also requires expanded disclosures about the terms and features of convertible instruments. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

 

1/1/2022

 

We are currently evaluating the potential impact of the adoption of this new guidance on our consolidated financial statements and if there are applicable provisions that will simplify our accounting or reporting we will likely pursue early adoption.

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Recently Adopted

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments

 

The amendment eliminates the incurred credit loss impairment methodology and replaces it with an expected credit loss concept based on historical experience, current conditions, and reasonable and supportable forecasts.

 

1/1/2020

 

We adopted this new standard on a modified retrospective basis. The adoption of this new standard on January 1, 2020 did not have a material impact on our condensed consolidated financial statements.

ASU 2020-04, Reference Rate Reform (Topic 848)

 

The amendment provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. Topic 848 provides optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met.

 

3/12/2020

 

Topic 848 was effective beginning on March 12, 2020, and we will apply the amendments prospectively through December 31, 2022. There was no impact to our condensed consolidated financial statements as a result of adopting this amendment.

 

 

 

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. 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: impairment testing of recorded goodwill and intangible assets and long-lived assets; allowances for uncollectible accounts receivable; sales reserve allowances; 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; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the redemption value of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Revenue Recognition

Revenue is measured based on a specified amount of consideration in a contract with a customer, net of commissions paid to customers and amounts collected on behalf of third parties. We recognize revenue when a performance obligation is satisfied by transferring control of a product or service to a customer.

GES’ service revenue is primarily derived through its comprehensive range of services to event organizers and corporate brand marketers including Core Services, Event Technology, and Audio-Visual. GES’ service revenue is earned over time over the duration

of the exhibition, conference, or corporate event, which generally lasts one to three days. GES’ product revenue is derived from the build of exhibits and environments and graphics. GES’ product revenue is recognized at a point in time upon delivery of the product.

Pursuit’s service revenue is derived through its admissions, accommodations, transportation, and travel planning services. Pursuit’s product revenue is derived through food and beverage and retail sales. Pursuit’s revenue is recognized at the time services are performed or upon delivery of the product. Pursuit’s service revenue is recognized over time as the customer simultaneously receives and consumes the benefits. Pursuit’s product revenue is recognized at a point in time.

Noncontrolling Interests – Non-redeemable and Redeemable

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. Our non-redeemable noncontrolling interest relates to the 20% equity ownership interest that we do not own in Glacier Park, Inc., the 40% equity interest that we do not own in the Mountain Park Lodges, and the 49% equity interest that we do not own in the new entity that will operate the Pursuit Sky Lagoon attraction. We report non-redeemable noncontrolling interest within stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of consolidated net income or loss attributable to Viad and the non-redeemable noncontrolling interest is presented in the Condensed Consolidated Statements of Operations.

We consider noncontrolling interests with redemption features that are not solely within our control to be redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to our 54.5% equity ownership interest in Esja Attractions ehf. (“Esja”), which owns the FlyOver Iceland attraction. The Esja shareholders agreement contains a put option that gives the minority Esja shareholders the right to sell (or “put”) their Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered temporary equity and we report it between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the Condensed Consolidated Statements of Operations and the accretion of the redemption value is recorded as an adjustment to retained earnings and is included in our income per share. Refer to Note 21 – Redeemable Noncontrolling Interest for additional information.

Convertible Preferred Stock

We record shares of convertible preferred stock at fair value on the date of issuance, net of issuance costs. Redeemable preferred stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity and is reported between liabilities and stockholders’ equity on the Condensed Consolidated Balance Sheets.

Leases

We recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet and classify leases as either finance or operating leases. The classification of the lease determines whether we recognize the lease expense on an effective interest method basis (finance lease) or on a straight-line basis (operating lease) over the lease term. In determining whether an agreement contains a lease, we consider if we have a right to control the use of the underlying asset during the lease term in exchange for an obligation to make lease payments arising from the lease. We recognize ROU assets and lease liabilities at commencement date, which is when the underlying asset is available for use to a lessee, based on the present value of lease payments over the lease term.

Our operating and finance leases are primarily facility, equipment, and land leases. Our facility leases comprise mainly manufacturing facilities, sales and design facilities, offices, storage and/or warehouses, and truck marshaling yards. These facility leases generally have lease terms ranging up to 23 years. Our equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and Iceland on which our hotels or attractions are located and have lease terms ranging up to 47 years.

If a lease contains a renewal option that is reasonably certain to be exercised, then the lease term includes the optional periods in measuring a ROU asset and lease liability. We evaluate the reasonably certain threshold at lease commencement, and it is typically met if we identify substantial economic incentives or termination penalties. We do not include variable leases and variable non-lease components in the calculation of the ROU asset and corresponding lease liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay our lessors an estimate that we adjust to actual expense on a quarterly or annual basis depending on the underlying contract terms. We expense these variable lease payments as incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, we utilize an incremental borrowing rate based on lease term and country, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a collateralized basis and is the expected rate at which we would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term and the country.

We are also a lessor to third party tenants who either lease certain portions of facilities that we own or sublease certain portions of facilities that we lease. We record lease income from owned facilities as rental income and we record sublease income from leased facilities against lease expense in the Condensed Consolidated Statements of Operations. We classify all of our leases for which we are the lessor as operating leases.

v3.20.2
Revenue and Related Contract Costs and Contract Liabilities
9 Months Ended
Sep. 30, 2020
Revenue From Contract With Customer [Abstract]  
Revenue and Related Contract Costs and Contract Liabilities

Note 2. Revenue and Related Contract Costs and Contract Liabilities

GES’ performance obligations consist of services or product(s) outlined in a contract. While we often sign multi-year contracts for recurring events, the obligations for each occurrence are well defined and conclude upon the occurrence of each event. The obligations are typically the provision of services and/or sale of a product in connection with an exhibition, conference, or other event. GES’ revenue is earned over time over the duration of the event, but as a practical expedient we recognize revenue when we have a right to invoice at the close of the exhibition, conference, or corporate event, which typically lasts one to three days, or when a customer cancels a contract. We recognize revenue for consumer events over the duration of the event. We recognize revenue for products either upon delivery to the customer’s location, upon delivery to an event that we are serving, or when we have the right to invoice, generally at the close of the exhibition, conference, or corporate event, or when a customer cancels a contract. If a customer cancels a contract, then GES is generally contractually able to invoice the customer for contract costs that have been incurred by GES in preparing for the exhibition, conference, or corporate event. Payment terms are generally within 30-60 days and contain no significant financing components.

Pursuit’s performance obligations are short-term in nature. They include the provision of a hotel room, an attraction admission, a chartered or ticketed bus or van ride, the fulfillment of travel planning itineraries, and/or the sale of food, beverage, or retail products. We recognize revenue when the service has been provided or the product has been delivered. When we extend credit, payment terms are generally within 30 days and contain no significant financing components.

Contract Liabilities

GES and Pursuit typically receive customer deposits prior to transferring the related product or service to the customer. We record these deposits as a contract liability, which are recognized as revenue upon satisfaction of the related contract performance obligation(s). GES also provides customer rebates and volume discounts to certain event organizers that we recognize as a reduction of revenue. We include these amounts in the Condensed Consolidated Balance Sheets under the captions “Contract liabilities” and “Other deferred items and liabilities.”

Changes to contract liabilities are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

50,796

 

Cash additions

 

 

130,018

 

Revenue recognized

 

 

(162,954

)

Foreign exchange translation adjustment

 

 

(84

)

Balance at September 30, 2020

 

$

17,776

 

Contract Costs

GES capitalizes certain incremental costs incurred in obtaining and fulfilling contracts. Capitalized costs principally relate to direct costs of materials and services incurred in fulfilling services of future exhibitions, conferences, and events, and also include up-front incentives and commissions incurred upon contract signing. We expense costs associated with preliminary contract activities (i.e. proposal activities) as incurred. Capitalized contract costs are expensed upon the transfer of the related goods or services and are included in cost of services or cost of products, as applicable. We include the deferred incremental costs of obtaining and fulfilling contracts in the Condensed Consolidated Balance Sheets under the captions “Current contract costs” and “Other investments and assets.”

Changes to contract costs are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

28,496

 

Additions

 

 

16,710

 

Expenses

 

 

(22,774

)

Cancelled

 

 

(9,840

)

Foreign exchange translation adjustment

 

 

(479

)

Balance at September 30, 2020

 

$

12,113

 

As of September 30, 2020, capitalized contract costs consisted of $1.2 million to obtain contracts and $10.9 million to fulfill contracts. We did not recognize an impairment loss with respect to capitalized contract costs during the three and nine months ended September 30, 2020 or 2019.

Disaggregation of Revenue

The following tables disaggregate GES and Pursuit revenue by major product line, timing of revenue recognition, and markets served:

GES

 

 

Three Months Ended September 30, 2020

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

7,987

 

 

$

2,003

 

 

$

 

 

$

9,990

 

Audio-visual

 

 

933

 

 

 

(40

)

 

 

 

 

 

893

 

Event technology

 

 

1,283

 

 

 

414

 

 

 

 

 

 

1,697

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(284

)

 

 

(284

)

Total services

 

 

10,203

 

 

 

2,377

 

 

 

(284

)

 

 

12,296

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

1,564

 

 

 

397

 

 

 

 

 

 

1,961

 

Total revenue

 

$

11,767

 

 

$

2,774

 

 

$

(284

)

 

$

14,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

10,203

 

 

$

2,377

 

 

$

(284

)

 

$

12,296

 

Products transferred over time(1)

 

 

232

 

 

 

15

 

 

 

 

 

 

247

 

Products transferred at a point in time

 

 

1,332

 

 

 

382

 

 

 

 

 

 

1,714

 

Total revenue

 

$

11,767

 

 

$

2,774

 

 

$

(284

)

 

$

14,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

4,890

 

 

$

2,323

 

 

$

 

 

$

7,213

 

Conferences

 

 

1,099

 

 

 

367

 

 

 

 

 

 

1,466

 

Corporate events

 

 

4,537

 

 

 

67

 

 

 

 

 

 

4,604

 

Consumer events

 

 

1,241

 

 

 

17

 

 

 

 

 

 

1,258

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(284

)

 

 

(284

)

Total revenue

 

$

11,767

 

 

$

2,774

 

 

$

(284

)

 

$

14,257

 

(1)

GES’ graphics product revenue is earned over time over the duration of the event as it is considered a part of the single performance obligation satisfied over time.

 

 

 

Nine Months Ended September 30, 2020

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

225,414

 

 

$

33,350

 

 

$

 

 

$

258,764

 

Audio-visual

 

 

18,661

 

 

 

3,549

 

 

 

 

 

 

22,210

 

Event technology

 

 

7,946

 

 

 

4,126

 

 

 

 

 

 

12,072

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(3,258

)

 

 

(3,258

)

Total services

 

 

252,021

 

 

 

41,025

 

 

 

(3,258

)

 

 

289,788

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

21,402

 

 

 

11,071

 

 

 

 

 

 

32,473

 

Total revenue

 

$

273,423

 

 

$

52,096

 

 

$

(3,258

)

 

$

322,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

252,021

 

 

$

41,025

 

 

$

(3,258

)

 

$

289,788

 

Products transferred over time(1)

 

 

11,035

 

 

 

2,407

 

 

 

 

 

 

13,442

 

Products transferred at a point in time

 

 

10,367

 

 

 

8,664

 

 

 

 

 

 

19,031

 

Total revenue

 

$

273,423

 

 

$

52,096

 

 

$

(3,258

)

 

$

322,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

203,671

 

 

$

39,001

 

 

$

 

 

$

242,672

 

Conferences

 

 

39,626

 

 

 

7,618

 

 

 

 

 

 

47,244

 

Corporate events

 

 

24,012

 

 

 

5,308

 

 

 

 

 

 

29,320

 

Consumer events

 

 

6,114

 

 

 

169

 

 

 

 

 

 

6,283

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(3,258

)

 

 

(3,258

)

Total revenue

 

$

273,423

 

 

$

52,096

 

 

$

(3,258

)

 

$

322,261

 

 

(1)

GES’ graphics product revenue is earned over time over the duration of the event as it is considered a part of the single performance obligation satisfied over time.

 

 

Three Months Ended September 30, 2019

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

148,722

 

 

$

20,539

 

 

$

 

 

$

169,261

 

Audio-visual

 

 

18,742

 

 

 

4,402

 

 

 

 

 

 

23,144

 

Event technology

 

 

4,760

 

 

 

1,414

 

 

 

 

 

 

6,174

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(5,724

)

 

 

(5,724

)

Total services

 

 

172,224

 

 

 

26,355

 

 

 

(5,724

)

 

 

192,855

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

12,900

 

 

 

12,945

 

 

 

 

 

 

25,845

 

Total revenue

 

$

185,124

 

 

$

39,300

 

 

$

(5,724

)

 

$

218,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

172,224

 

 

$

26,355

 

 

$

(5,724

)

 

$

192,855

 

Products transferred over time(1)

 

 

10,558

 

 

 

2,305

 

 

 

 

 

 

12,863

 

Products transferred at a point in time

 

 

2,342

 

 

 

10,640

 

 

 

 

 

 

12,982

 

Total revenue

 

$

185,124

 

 

$

39,300

 

 

$

(5,724

)

 

$

218,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

79,589

 

 

$

29,140

 

 

$

 

 

$

108,729

 

Conferences

 

 

60,537

 

 

 

4,938

 

 

 

 

 

 

65,475

 

Corporate events

 

 

39,370

 

 

 

5,020

 

 

 

 

 

 

44,390

 

Consumer events

 

 

5,628

 

 

 

202

 

 

 

 

 

 

5,830

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(5,724

)

 

 

(5,724

)

Total revenue

 

$

185,124

 

 

$

39,300

 

 

$

(5,724

)

 

$

218,700

 

(1)

GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.

 

 

 

 

Nine Months Ended September 30, 2019

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

531,485

 

 

$

86,715

 

 

$

 

 

$

618,200

 

Audio-visual

 

 

61,323

 

 

 

15,171

 

 

 

 

 

 

76,494

 

Event technology

 

 

23,368

 

 

 

6,501

 

 

 

 

 

 

29,869

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(14,731

)

 

 

(14,731

)

Total services

 

 

616,176

 

 

 

108,387

 

 

 

(14,731

)

 

 

709,832

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

50,649

 

 

 

48,086

 

 

 

 

 

 

98,735

 

Total revenue

 

$

666,825

 

 

$

156,473

 

 

$

(14,731

)

 

$

808,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

616,176

 

 

$

108,387

 

 

$

(14,731

)

 

$

709,832

 

Products transferred over time(1)

 

 

33,601

 

 

 

10,595

 

 

 

 

 

 

44,196

 

Products transferred at a point in time

 

 

17,048

 

 

 

37,491

 

 

 

 

 

 

54,539

 

Total revenue

 

$

666,825

 

 

$

156,473

 

 

$

(14,731

)

 

$

808,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

349,106

 

 

$

119,189

 

 

$

 

 

$

468,295

 

Conferences

 

 

195,635

 

 

 

17,170

 

 

 

 

 

 

212,805

 

Corporate events

 

 

102,525

 

 

 

19,165

 

 

 

 

 

 

121,690

 

Consumer events

 

 

19,559

 

 

 

949

 

 

 

 

 

 

20,508

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(14,731

)

 

 

(14,731

)

Total revenue

 

$

666,825

 

 

$

156,473

 

 

$

(14,731

)

 

$

808,567

 

 

(1)

GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.

 

Pursuit

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Admissions

 

$

12,229

 

 

$

49,353

 

 

$

17,865

 

 

$

76,034

 

Accommodations

 

 

18,021

 

 

 

41,292

 

 

 

23,994

 

 

 

56,636

 

Transportation

 

 

445

 

 

 

6,868

 

 

 

2,513

 

 

 

12,817

 

Travel planning

 

 

855

 

 

 

2,004

 

 

 

1,484

 

 

 

4,107

 

Intersegment eliminations

 

 

(144

)

 

 

(671

)

 

 

(261

)

 

 

(1,355

)

Total services revenue

 

 

31,406

 

 

 

98,846

 

 

 

45,595

 

 

 

148,239

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Food and beverage

 

 

6,783

 

 

 

19,333

 

 

 

9,047

 

 

 

28,903

 

Retail operations

 

 

10,626

 

 

 

16,864

 

 

 

12,960

 

 

 

23,977

 

Total products revenue

 

 

17,409

 

 

 

36,197

 

 

 

22,007

 

 

 

52,880

 

Total revenue

 

$

48,815

 

 

$

135,043

 

 

$

67,602

 

 

$

201,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

31,406

 

 

$

98,846

 

 

$

45,595

 

 

$

148,239

 

Products transferred at a point in time

 

 

17,409

 

 

 

36,197

 

 

 

22,007

 

 

 

52,880

 

Total revenue

 

$

48,815

 

 

$

135,043

 

 

$

67,602

 

 

$

201,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banff Jasper Collection

 

$

26,395

 

 

$

75,337

 

 

$

39,234

 

 

$

116,433

 

Alaska Collection

 

 

5,436

 

 

 

26,909

 

 

 

6,167

 

 

 

39,287

 

Glacier Park Collection

 

 

14,929

 

 

 

28,098

 

 

 

16,813

 

 

 

36,296

 

FlyOver

 

 

2,055

 

 

 

4,699

 

 

 

5,388

 

 

 

9,103

 

Total revenue

 

$

48,815

 

 

$

135,043

 

 

$

67,602

 

 

$

201,119

 

 

v3.20.2
Share-Based Compensation
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 3. Share-Based Compensation

We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. In June 2017, we registered 1,750,000 shares of common stock issuable under the 2017 Plan. As of September 30, 2020, there were 1,077,197 shares available for future grant under the 2017 Plan.

The following table summarizes share-based compensation (income) expense:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Performance unit incentive plan (“PUP”)

 

$

149

 

 

$

1,033

 

 

$

(2,596

)

 

$

4,013

 

Restricted stock awards and restricted stock units

 

 

1,698

 

 

 

798

 

 

 

3,155

 

 

 

2,435

 

Stock options

 

 

90

 

 

 

 

 

 

90

 

 

 

 

Share-based compensation expense before income tax

 

 

1,937

 

 

 

1,831

 

 

 

649

 

 

 

6,448

 

Income tax benefit(1)

 

 

 

 

 

(460

)

 

 

 

 

 

(1,625

)

Share-based compensation expense, net of income tax

 

$

1,937

 

 

$

1,371

 

 

$

649

 

 

$

4,823

 

(1)

There was no income tax benefit for the three and nine months ended September 30, 2020 due to the valuation allowance on our deferred tax assets. Refer to Note 16 – Income Taxes.

 

PUP Awards

PUP awards are performance-based restricted stock units that are tied to our stock price and the expected achievement of certain performance-based criteria. The vesting of PUP award shares is based upon the achievement of the performance-based criteria over a three-year period. We account for PUP awards that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period. The estimated number of shares to be achieved is updated each reporting period. We account for PUP awards that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are accounted for as they occur.

During the nine months ended September 30, 2020, we granted PUP awards with a grant date fair value of $4.8 million of which $1.8 million are payable in shares. Liabilities related to PUP awards were $0.4 million as of September 30, 2020 and $5.3 million as of December 31, 2019. During the nine months ended September 30, 2020, the value of the PUP awards decreased due to the reduction of our estimated performance achievement and the decline in our stock price as a result of the COVID-19 pandemic.

In 2020, PUP awards granted in 2017 vested and we paid $2.6 million in cash. No PUP awards were paid in shares in 2020. In 2019, PUP awards granted in 2016 vested and we paid $5.6 million in cash and $3.4 million in shares. In 2019, we withheld 25,771 shares for $1.5 million related to tax withholding requirements on vested PUP awards paid in shares.

The following table summarizes the activity of the outstanding PUP awards:

 

 

 

Equity-Based

PUP Awards

 

 

Liability-Based

PUP Awards

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2019

 

 

59,714

 

 

$

52.10

 

 

 

155,190

 

 

$

52.53

 

Granted

 

 

32,367

 

 

$

56.23

 

 

 

52,531

 

 

$

56.10

 

Vested

 

 

 

 

$

 

 

 

(67,866

)

 

$

47.43

 

Forfeited

 

 

 

 

$

 

 

 

(18,370

)

 

$

56.40

 

Balance at September 30, 2020

 

 

92,081

 

 

$

55.49

 

 

 

121,485

 

 

$

55.08

 

Restricted Stock Awards and Restricted Stock Units

Restricted stock awards and restricted stock units are service-based awards. We account for restricted stock awards and restricted stock units that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period.

We account for restricted stock units that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are accounted for as they occur.  

As of September 30, 2020, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $2.6 million, which we expect to recognize over a weighted-average period of approximately 1.2 years. We repurchased 17,961 shares for $1.1 million during the nine months ended September 30, 2020 and 24,586 shares for $1.4 million during the nine months ended September 30, 2019 related to tax withholding requirements on vested share-based awards.

Aggregate liabilities related to liability-based restricted stock units were $0.8 million as of September 30, 2020 and $0.4 million as of December 31, 2019. During the nine months ended September 30, 2020, restricted stock units vested, and we paid $0.2 million in cash and $0.8 million in shares. During the nine months ended September 30, 2019, restricted stock units vested, and we paid $0.3 million in cash and $0.2 million in shares.

The following table summarizes the activity of the outstanding restricted stock awards and restricted stock units:

 

 

 

Equity-Based

Restricted Stock Awards

 

 

Equity-Based

Restricted Stock Units

 

 

Liability-Based

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, 2019

 

 

136,123

 

 

$

52.66

 

 

 

 

 

$

 

 

 

11,623

 

 

$

52.17

 

Granted

 

 

55,171

 

 

$

51.06

 

 

 

232,435

 

 

$

19.44

 

 

 

3,952

 

 

$

50.43

 

Vested

 

 

(64,684

)

 

$

49.85

 

 

 

(38,982

)

 

$

19.30

 

 

 

(2,815

)

 

$

47.45

 

Forfeited

 

 

(15,192

)

 

$

56.54

 

 

 

(2,183

)

 

$

19.30

 

 

 

(1,634

)

 

$

56.59

 

Balance at September 30, 2020

 

 

111,418

 

 

$

52.97

 

 

 

191,270

 

 

$

19.47

 

 

 

11,126

 

 

$

52.10

 

 

Stock Options

We grant non-qualified stock options that are performance-based, as well as non-qualified options that are service-based. The performance-based awards are recognized on a straight-line basis over the performance period ranging from 1.4 to 3.4 years, and the underlying shares expected to be settled are adjusted each reporting period based on estimated future achievement of the respective performance metrics. The service-based awards are recognized on a straight-line basis over the requisite service period on a graded-vesting schedule over three years.

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

 

Aggregate Intrinsic Value(1)

 

Options outstanding and exercisable at December 31, 2019

 

 

41,143

 

 

$

16.62

 

 

 

 

 

Granted

 

 

204,150

 

 

$

19.98

 

 

 

 

 

Exercised

 

 

(41,143

)

 

$

16.62

 

 

 

 

 

Options outstanding at September 30, 2020

 

 

204,150

 

 

$

19.98

 

 

$

229,500

 

Options exercisable at September 30, 2020

 

 

 

 

$

 

 

$

 

(1)

The aggregate intrinsic value of stock options outstanding represents the difference between our closing stock price at the end of the reporting period and the exercise price, multiplied by the number of in-the-money stock options.  

The following table summarizes stock options outstanding and exercisable as of September 30, 2020:

 

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of exercise prices

 

 

Shares

 

 

Weighted-Average

Remaining Contractual Life

(in years)

 

 

Weighted-Average

Exercise Price

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

$

19.30

 

 

 

150,000

 

 

 

8.25

 

 

$

19.30

 

 

 

 

 

$

 

$

21.85

 

 

 

54,150

 

 

 

6.91

 

 

$

21.85

 

 

 

 

 

$

 

$19.30 - $21.85

 

 

 

204,150

 

 

 

7.89

 

 

$

19.98

 

 

 

 

 

$

 

The fair value of stock options granted in 2020 was estimated on the date of grant using the Black-Scholes option pricing model. Following is additional information on stock options and the underlying assumptions used in assessing fair value:

 

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

Assumptions used to estimate fair value of stock options granted:

 

 

 

 

Risk-free interest rate

 

0.27% - 0.31%

 

Expected life

 

4.3 - 5.4 years

 

Expected volatility

 

46.9% - 52.2%

 

Expected dividend yield

 

 

 

Weighted average grant-date fair value per share of options granted

 

$

8.38

 

Cash received from exercise of options (in thousands)

 

$

2,077

 

As of September 30, 2020, the total unrecognized compensation cost related to non-vested stock option awards was $1.6 million. We expect to recognize such costs over a weighted-average period of approximately 2.5 years. No stock options were granted in 2019.

v3.20.2
Acquisitions
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisitions

Note 4. Acquisitions

2019 Acquisitions

Belton Chalet

On May 16, 2019, we acquired the Belton Chalet in Glacier National Park for total cash consideration of $3.2 million. Transaction costs associated with the acquisition were $0.3 million during 2019, which are included in “Cost of services” in the Consolidated Statements of Operations. We included these assets in the consolidated financial statements from the date of acquisition.

Mountain Park Lodges

On June 8, 2019, we acquired a 60% equity interest in Mountain Park Lodges’ group of seven hotels and an undeveloped land parcel located in Jasper National Park for total consideration of $100.6 million Canadian dollars (approximately $76 million U.S. dollars).

As the majority owner of these properties, we consolidate 100% of the results of operations in our consolidated financial statements and record the 40% owners’ share of the income or loss attributable to non-redeemable noncontrolling interest.

Transaction costs associated with the Mountain Park Lodges were $0.9 million in 2019, which are included in “Corporate activities” in the Consolidated Statements of Operations. We included these assets and results of operations in the consolidated financial statements from the date of acquisition. During the three months ended September 30, 2020, revenue and operating income related to the Mountain Park Lodges were $8.9 million and $4.4 million, respectively. During the nine months ended September 30, 2020, revenue and operating income related to the Mountain Park Lodges were $12.9 million and $0.2 million, respectively.

Identifiable intangible assets acquired in the Mountain Park Lodges acquisition were $20.2 million and consist primarily of in-place leases, customer relationships, and trade names. The weighted average amortization period related to the intangible assets was approximately 30.8 years.

Sky Lagoon Attraction

On July 25, 2019, we announced plans for a new geothermal lagoon attraction that will be located on an oceanfront lot just outside downtown Reykjavik, Iceland. We acquired a 51% controlling interest for $13.2 million in the new entity that will manage the Sky Lagoon attraction, which we will operate in partnership with Geothermal Lagoon ehf., the Icelandic entity that owns the lagoon assets. The noncontrolling interest’s carrying value was determined by the fair value of the noncontrolling interest as of the acquisition date and the noncontrolling interest’s share of the subsequent net income or loss. The amortization of the resulting operating contract intangible is not deductible for tax purposes. We expect to open our new attraction in 2021.

Supplementary pro forma financial information

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the completion of the Mountain Park Lodges acquisition was on January 1, 2019. We do not consider the Sky Lagoon attraction or the Belton Chalet significant acquisitions and accordingly, they are not included in the following pro forma results of operations:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands, except per share data)

 

September 30, 2019

 

 

September 30, 2019

 

Revenue

 

$

362,488

 

 

$

1,058,622

 

Depreciation and amortization

 

$

16,347

 

 

$

46,695

 

Income from continuing operations

 

$

34,607

 

 

$

28,709

 

Net income attributable to Viad

 

$

31,416

 

 

$

26,765

 

Diluted income per share

 

$

1.53

 

 

$

1.29

 

Basic income per share

 

$

1.53

 

 

$

1.29

 

 

v3.20.2
Inventories
9 Months Ended
Sep. 30, 2020
Inventory Disclosure [Abstract]  
Inventories

Note 5. Inventories

We state inventories, which consist primarily of exhibit design and construction materials and supplies, as well as retail inventory, at the lower of cost (first-in, first-out and specific identification methods) or net realizable value.

The components of inventories consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Raw materials

 

$

10,796

 

 

$

11,788

 

Finished goods

 

 

5,500

 

 

 

5,481

 

Inventories

 

$

16,296

 

 

$

17,269

 

 

 

v3.20.2
Other Current Assets
9 Months Ended
Sep. 30, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Other Current Assets

Note 6. Other Current Assets

Other current assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Prepaid software maintenance

 

$

4,045

 

 

$

3,875

 

Prepaid insurance

 

 

2,565

 

 

 

5,573

 

Prepaid vendor payments

 

 

2,106

 

 

 

4,698

 

Prepaid taxes

 

 

1,087

 

 

 

917

 

Income tax receivable

 

 

162

 

 

 

13,250

 

Prepaid other

 

 

2,097

 

 

 

1,904

 

Other

 

 

4,134

 

 

 

637

 

Other current assets

 

$

16,196

 

 

$

30,854

 

 

 

v3.20.2
Property and Equipment
9 Months Ended
Sep. 30, 2020
Property Plant And Equipment [Abstract]  
Property and Equipment

Note 7. Property and Equipment

Property and equipment consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Land and land interests

 

$

32,481

 

 

$

34,532

 

Buildings and leasehold improvements

 

 

374,549

 

 

 

377,754

 

Equipment and other

 

 

400,085

 

 

 

417,239

 

Gross property and equipment

 

 

807,115

 

 

 

829,525

 

Accumulated depreciation

 

 

(352,456

)

 

 

(353,974

)

Property and equipment, net (excluding finance leases)

 

 

454,659

 

 

 

475,551

 

Finance lease right-of-use assets, net

 

 

22,786

 

 

 

25,350

 

Property and equipment, net

 

$

477,445

 

 

$

500,901

 

 

 

Depreciation expense was $11.5 million for the three months ended September 30, 2020 and $35.1 million for the nine months ended September 30, 2020. Depreciation expense was $12.7 million for the three months ended September 30, 2019 and $34.0 million for the nine months ended September 30, 2019.

Amortization expense on finance lease assets was $0.9 million for the three months ended September 30, 2020 and $2.8 million for the nine months ended September 30, 2020. Amortization expense on finance lease assets was $0.7 million for the three months ended September 30, 2019 and $1.9 million for the nine months ended September 30, 2019.

Property and equipment purchased through accounts payable and accrued liabilities decreased $6.3 million during the nine months ended September 30, 2020 and increased $2.0 million during the nine months ended September 30, 2019.

We recorded fixed asset impairment charges primarily related to capitalized software of $0.7 million during the three months ended September 30, 2020.

v3.20.2
Other Investments and Assets
9 Months Ended
Sep. 30, 2020
Investments All Other Investments [Abstract]  
Other Investments and Assets

Note 8. Other Investments and Assets

Other investments and assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Self-insured liability receivable

 

$

9,982

 

 

$

9,982

 

Contract costs

 

 

4,464

 

 

 

3,961

 

Other mutual funds

 

 

3,136

 

 

 

3,107

 

Cash surrender value of life insurance

 

 

 

 

 

24,873

 

Other

 

 

2,355

 

 

 

3,196

 

Other investments and assets

 

$

19,937

 

 

$

45,119

 

 

v3.20.2
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

Note 9. Goodwill and Other Intangible Assets

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

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Pursuit

 

 

Total

 

Balance at December 31, 2019

 

$

155,276

 

 

$

30,829

 

 

$

101,878

 

 

$

287,983

 

Goodwill impairment

 

 

(155,276

)

 

 

(29,042

)

 

 

(1,757

)

 

 

(186,075

)

Foreign currency translation adjustments

 

 

 

 

 

(1,787

)

 

 

(3,190

)

 

 

(4,977

)

Balance at September 30, 2020

 

$

 

 

$

 

 

$

96,931

 

 

$

96,931

 

Goodwill is tested for impairment at the reporting unit level on an annual basis as of October 31, and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. We use a discounted expected future cash flow methodology (income approach) in order to estimate the fair value of our reporting units for purposes of goodwill impairment testing.

In early March 2020, as a result of COVID-19 concerns, we began to see event postponements and cancellations at GES, as well as cancelled bookings at Pursuit. This quickly escalated into the shut-down of event activity and tourism as government mandated closures and stay-at-home orders went more broadly into effect around the world. As demand halted, we essentially placed our businesses into a state of hibernation to preserve cash. As government mandated closures and stay-at-home orders started to be lifted, we began to restart our business with enhanced health and safety protocols in place. We phased in most of Pursuit’s attractions and lodging operations starting in May and continuing into July. However, exhibition and event activity remain largely closed. For GES, we believe that as governments continue to lift restrictions, events in certain geographies will gradually increase.

During the three months ended March 31, 2020, we determined that an interim triggering event had occurred due to the deteriorating macroeconomic environment, disruptions to our operations, and the sustained decline in our stock price caused by COVID-19. As such, we performed an interim evaluation of goodwill as of March 31, 2020. As a result, we recorded non-cash goodwill impairment charges of $41.9 million associated with GES U.S., $29.0 million associated with GES EMEA, and $1.8 million associated with Pursuit’s Glacier Park Collection. We recorded an income tax benefit of $12.4 million during the three months ended March 31, 2020 related to these goodwill impairment charges. This income tax benefit was reversed during the second quarter of 2020 due to the recording of a valuation allowance. Refer to Note 16 – Income Taxes.

During the three months ended June 30, 2020, GES continued to experience event postponements and cancellations and we experienced further declines in our stock price. There had also been an increased spread of the COVID-19 virus throughout the United States, which resulted in further closures and government orders that we believed had increased the uncertainty regarding when the live event industry would re-commence and how long it would take to get back to similar pre-COVID-19 business levels. The uncertainty regarding the duration of the current domestic and global economic conditions and whether further deterioration in the macroeconomic environment would continue as a result of the COVID-19 pandemic was factored into our second quarter goodwill impairment analysis. As a result, we recorded a full impairment charge to the remaining GES goodwill balance of $113.1 million during the three months ended June 30, 2020. Our remaining goodwill balance as of September 30, 2020 of $96.9 million pertains to our Pursuit business.

During the three months ended September 30, 2020, the travel and hospitality industry continued to be negatively impacted by the COVID-19 pandemic. Although Pursuit’s reporting units continued to operate at a loss due to travel restrictions, as there were no significant changes to our outlook for the future years and the risk profile of the reporting units had not changed, we did not record any additional impairment charges during the third quarter. Additionally, we experienced a slight increase in our stock price during the three months ended September 30, 2020.

Given the evolving, uncertain nature of COVID-19, and the uncertain government and consumer reactions, the estimates and assumptions regarding expected future cash flows, discount rates, and terminal values used in our goodwill impairment analysis require considerable judgment and are based on our current estimates of market conditions, financial forecasts, and industry trends. These estimates, however, have inherent uncertainties and different assumptions could lead to materially different results including additional impairment charges in the future.

Other intangible assets consisted of the following:

 

 

 

 

 

September 30, 2020

 

 

December 31, 2019

 

(in thousands)

 

Useful Life

(Years)

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts and relationships

 

6.4

 

$

40,006

 

 

$

(27,381

)

 

$

12,625

 

 

$

72,219

 

 

$

(40,866

)

 

$

31,353

 

Operating contracts and licenses

 

36.8

 

 

39,156

 

 

 

(2,258

)

 

 

36,898

 

 

 

43,329

 

 

 

(1,881

)

 

 

41,448

 

In-place lease

 

13.8

 

 

14,670

 

 

 

(532

)

 

 

14,138

 

 

 

15,044

 

 

 

(231

)

 

 

14,813

 

Tradenames

 

5.5

 

 

5,687

 

 

 

(2,155

)

 

 

3,532

 

 

 

9,423

 

 

 

(4,338

)

 

 

5,085

 

Non-compete agreements

 

1.3

 

 

736

 

 

 

(552

)

 

 

184

 

 

 

2,077

 

 

 

(1,775

)

 

 

302

 

Other

 

7.4

 

 

783

 

 

 

(90

)

 

 

693

 

 

 

802

 

 

 

(66

)

 

 

736

 

Total amortized intangible assets

 

 

 

 

101,038

 

 

 

(32,968

)

 

 

68,070

 

 

 

142,894

 

 

 

(49,157

)

 

 

93,737

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business licenses

 

 

 

 

568

 

 

 

 

 

 

568

 

 

 

571

 

 

 

 

 

 

571

 

Other intangible assets

 

 

 

$

101,606

 

 

$

(32,968

)

 

$

68,638

 

 

$

143,465

 

 

$

(49,157

)

 

$

94,308

 

 

Intangible asset amortization expense was $1.5 million for the three months ended September 30, 2020 and $5.2 million for the nine months ended September 30, 2020. Intangible asset amortization expense was $2.9 million for the three months ended September 30, 2019 and $8.2 million for the nine months ended September 30, 2019. We recorded an impairment charge to intangible assets of $15.7 million during the nine months ended September 30, 2020 related to our U.S. audio-visual production business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve.

At September 30, 2020, the estimated future amortization expense related to intangible assets subject to amortization is as follows:

 

(in thousands)

 

 

 

 

Year ending December 31,

 

 

 

 

Remainder of 2020

 

$

1,278

 

2021

 

 

5,089

 

2022

 

 

4,968

 

2023

 

 

4,322

 

2024

 

 

3,383

 

Thereafter

 

 

49,030

 

Total

 

$

68,070

 

 

 

v3.20.2
Other Current Liabilities
9 Months Ended
Sep. 30, 2020
Other Liabilities Current [Abstract]  
Other Current Liabilities

Note 10. Other Current Liabilities

Other current liabilities consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

$

6,227

 

 

$

5,668

 

Accrued restructuring

 

 

4,574

 

 

 

2,130

 

Accrued sales and use taxes

 

 

2,914

 

 

 

5,451

 

Commissions payable

 

 

2,541

 

 

 

8,274

 

Accrued employee benefit costs

 

 

2,108

 

 

 

3,564

 

Current portion of pension and postretirement liabilities

 

 

1,722

 

 

 

1,899

 

Accrued professional fees

 

 

1,137

 

 

 

1,248

 

Accrued legal settlement

 

 

 

 

 

2,500

 

Accrued dividends

 

 

 

 

 

2,019

 

Other taxes

 

 

1,655

 

 

 

278

 

Accommodation services deposits

 

 

506

 

 

 

959

 

Other

 

 

6,204

 

 

 

5,187

 

Total continuing operations

 

 

29,588

 

 

 

39,177

 

Discontinued operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

 

422

 

 

 

260

 

Environmental remediation liabilities

 

 

60

 

 

 

311

 

Other

 

 

57

 

 

 

76

 

Total discontinued operations

 

 

539

 

 

 

647

 

Total other current liabilities

 

$

30,127

 

 

$

39,824

 

 

v3.20.2
Other Deferred Items and Liabilities
9 Months Ended
Sep. 30, 2020
Other Liabilities Disclosure [Abstract]  
Other Deferred Items and Liabilities

Note 11. Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Foreign deferred tax liability

 

$

25,127

 

 

$

32,570

 

Multi-employer pension plan withdrawal liability

 

 

15,970

 

 

 

15,693

 

Self-insured excess liability

 

 

9,982

 

 

 

9,982

 

Self-insured liability

 

 

8,046

 

 

 

8,682

 

Accrued compensation

 

 

4,806

 

 

 

7,485

 

Accrued restructuring

 

 

2,447

 

 

 

2,383

 

Contract liabilities

 

 

623

 

 

 

125

 

Other

 

 

3,487

 

 

 

2,423

 

Total continuing operations

 

 

70,488

 

 

 

79,343

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

2,186

 

 

 

1,964

 

Self-insured liability

 

 

1,824

 

 

 

2,018

 

Other

 

 

676

 

 

 

382

 

Total discontinued operations

 

 

4,686

 

 

 

4,364

 

Total other deferred items and liabilities

 

$

75,174

 

 

$

83,707

 

 

v3.20.2
Debt and Finance Lease Obligations
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt and Finance Lease Obligations

Note 12. Debt and Finance Lease Obligations

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

 

 

 

September 30,

 

 

December 31,

 

(in thousands, except interest rates)

 

2020

 

 

2019

 

2018 Credit Facility, 4.6% weighted-average interest rate at September 30, 2020 and 3.9% at December 31, 2019, due through 2023(1)

 

$

230,543

 

 

$

311,464

 

FlyOver Iceland Credit Facility, 4.9% weighted-average interest rate at September 30, 2020 and December 31, 2019, due through 2022(1)

 

 

5,584

 

 

 

5,607

 

Less unamortized debt issuance costs

 

 

(2,953

)

 

 

(1,836

)

Total debt (2)

 

 

233,174

 

 

 

315,235

 

Finance lease obligations, 7.9% weighted-average interest rate at September 30, 2020 and 7.7% at December 31, 2019, due through 2039

 

 

23,018

 

 

 

25,257

 

Total debt and finance lease obligations (3)

 

 

256,192

 

 

 

340,492

 

Current portion (4)

 

 

(4,040

)

 

 

(5,330

)

Long-term debt and finance lease obligations

 

$

252,152

 

 

$

335,162

 

(1)

Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

The estimated fair value of total debt and finance leases was $222.0 million as of September 30, 2020 and $339.4 million as of December 31, 2019. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements.

(3)

Cash paid for interest on debt was $12.1 million for the nine months ended September 30, 2020 and $8.8 million for the nine months ended September 30, 2019.

(4)

Subsequent to the filing of our 2019 Form 10-K, we identified a correction related to the classification of the 2018 Credit Facility (as defined below) from current to long-term given that the 2018 Credit Facility’s contractual maturity was not within 12 months of the balance sheet date, and we were in compliance with all applicable covenants as of December 31, 2019. As a result, we corrected the classification of the debt on the accompanying condensed consolidated balance sheet and the disclosure related to classification of debt in the table above as of December 31, 2019 to present the 2018 Credit Facility as long-term. Except for this change, the correction had no impact upon this Quarterly Report on Form 10-Q. We determined that the error is not material to the previously issued financial statements.

2018 Credit Agreement

Effective October 24, 2018, we entered into a Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”). The 2018 Credit Agreement has a maturity date of October 24, 2023 and provides for a $450 million revolving credit facility (“2018 Credit Facility”). Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars, or British pounds. Under the 2018 Credit Agreement, our lenders have a first perfected security interest in all of our personal property. As of September 30, 2020, we were not in compliance with our financial covenants, however, we obtained financial covenant relief until September 30, 2022 pursuant to the amendment to the 2018 Credit Agreement described below.

Effective August 5, 2020, we entered into an amendment to the 2018 Credit Agreement, which, among other things, (i) waives our financial covenants until September 30, 2022 (the “Covenant Waiver Period”) and (ii) requires us to maintain minimum liquidity of $125 million with a step down to $100 million at December 31, 2020. The Covenant Waiver Period will be in effect until the earlier of September 30, 2022 or the fiscal quarter when our leverage ratio is less than or equal to 4.00 to 1.00. Post Covenant Waiver Period, the maximum leverage ratio will be less than or equal to 4.50 to 1.00 at September 30, 2022 with a step down to less than or equal to 4.00 to 1.00 at December 31, 2022 and thereafter until the maturity date. The minimum interest coverage ratio will be greater than or equal to 2.00 to 1.00 post Covenant Waiver Period and until maturity of the facility. The interest rate on the borrowings is equal to LIBOR plus 350 basis points, with a LIBOR floor of one percent during the Covenant Waiver Period. The LIBOR floor continues until the end of the 2018 Credit Agreement. A revised pricing grid goes into effect after the Covenant Waiver Period ends. Additionally, we are precluded from paying cash dividends, from issuing unsecured debt, and from accessing the $250 million expansion feature during the Covenant Waiver Period. The amendment allows us to make acquisitions under certain conditions. Viad pledged 100% of the capital stock of its wholly-owned domestic subsidiaries and it top-tier foreign subsidiaries (other than Esja). Fees related to the amendment were approximately $1.7 million. Refer to Note 1 – Overview and Basis of Presentation (Impact of COVID-19) for additional information.

During the three months ended September 30, 2020, we repaid approximately $217 million of principal on our outstanding 2018 Credit Facility. As of September 30, 2020, capacity remaining under the 2018 Credit Facility was $209.8 million, reflecting borrowings of $230.5 million and $9.7 million in outstanding letters of credit.

We index borrowings under the 2018 Credit Facility to the prime rate or the LIBOR, plus appropriate spreads tied to our leverage ratio. As LIBOR will be phased out in 2021, our 2018 Credit Facility includes a method for determining an alternative or successor rate of interest that considers the new prevailing market convention. The vast majority of our borrowings under the 2018 Credit Facility are indexed to LIBOR. Commitment fees and letters of credit fees are also tied to our leverage ratio. The fees on the unused portion of the 2018 Credit Facility were 0.50% annually as of September 30, 2020. We index only our borrowings under the 2018 Credit Facility and the discount rates we use to account for some leases to LIBOR. We do not expect the alternative or successor rate to LIBOR to have a material impact on either our 2018 Credit Facility or the accounting for our leases.

FlyOver Iceland Credit Facility

Effective February 15, 2019, FlyOver Iceland ehf., a wholly-owned subsidiary of Esja, entered into a credit agreement with a €5.0 million (approximately $5.6 million U.S. dollars) credit facility (the “FlyOver Iceland Credit Facility”) with a maturity date of March 1, 2022. We used the loan proceeds to complete the development of the FlyOver Iceland attraction. In response to COVID-19, we entered into an addendum to the FlyOver Iceland Credit Facility effective May 14, 2020 wherein the principal and interest payments were deferred for six months beginning June 1, 2020, with the first payment due December 1, 2020. The addendum also extended the maturity date to September 1, 2022. There were no other changes to the terms of the FlyOver Iceland Credit Facility. Effective July 31, 2020, we obtained a waiver of certain covenants to the FlyOver Iceland Credit Facility through 2021.

v3.20.2
Fair Value Measurements
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 13. Fair Value Measurements

The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying 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.

Money market mutual funds and certain other mutual fund investments are measured 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)

 

September 30, 2020

 

 

Quoted Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

2

 

 

$

2

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

3,136

 

 

 

3,136

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

3,138

 

 

$

3,138

 

 

$

 

 

$

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

December 31, 2019

 

 

Quoted Prices

in Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

123

 

 

$

123

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

3,107

 

 

 

3,107

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

3,230

 

 

$

3,230

 

 

$

 

 

$

 

 

(1)

We include money market funds in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets. We classify these investments as available-for-sale and record them at fair value. There have been no realized gains or losses related to these investments and we have not experienced any redemption restrictions with respect to any of the money market mutual funds.

(2)

We include other mutual funds in “Other investments and assets” 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 nature of these instruments. Refer to Note 12 Debt and Finance Lease Obligations for the estimated fair value of debt obligations.

v3.20.2
Accumulated Other Comprehensive Income (Loss)
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss)

Note 14. Accumulated Other Comprehensive Income (Loss)

 

Changes in accumulated other comprehensive income (“AOCI”) by component are as follows:

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2019

 

$

(23,799

)

 

$

(11,900

)

 

$

(35,699

)

Other comprehensive loss before reclassifications

 

 

(7,342

)

 

 

 

 

 

(7,342

)

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

354

 

 

 

354

 

Net other comprehensive income (loss)

 

 

(7,342

)

 

 

354

 

 

 

(6,988

)

Balance at September 30, 2020

 

$

(31,141

)

 

$

(11,546

)

 

$

(42,687

)

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2018

 

$

(36,332

)

 

$

(11,643

)

 

$

(47,975

)

Other comprehensive income before reclassifications

 

 

3,868

 

 

 

 

 

 

3,868

 

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

196

 

 

 

196

 

Net other comprehensive income

 

 

3,868

 

 

 

196

 

 

 

4,064

 

Balance at September 30, 2019

 

$

(32,464

)

 

$

(11,447

)

 

$

(43,911

)

 

Amounts reclassified that relate to our defined benefit pension and postretirement plans include the amortization of prior service costs and actuarial net losses recognized during each period presented. We recorded these costs as components of net periodic cost for each period presented. Refer to Note 17 – Pension and Postretirement Benefits for additional information.

v3.20.2
Income (Loss) Per Share
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Income (Loss) Per Share

Note 15. Income (Loss) Per Share

The components of basic and diluted income per share are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands, except per share data)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss) attributable to Viad (diluted)

 

$

(30,758

)

 

$

31,416

 

 

$

(323,621

)

 

$

27,463

 

Less: Allocation to non-vested shares

 

 

 

 

 

(226

)

 

 

 

 

 

(196

)

Convertible preferred stock dividends

 

 

(1,134

)

 

 

 

 

 

(1,134

)

 

 

 

Adjustment to the redemption value of redeemable noncontrolling interest

 

 

(468

)

 

 

(264

)

 

 

(926

)

 

 

(530

)

Net income (loss) allocated to Viad common stockholders (basic)

 

$

(32,360

)

 

$

30,926

 

 

$

(325,681

)

 

$

26,737

 

Basic weighted-average outstanding common shares

 

 

20,293

 

 

 

20,168

 

 

 

20,263

 

 

 

20,129

 

Additional dilutive shares related to share-based compensation

 

 

 

 

 

143

 

 

 

 

 

 

138

 

Diluted weighted-average outstanding shares

 

 

20,293

 

 

 

20,311

 

 

 

20,263

 

 

 

20,267

 

Income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) attributable to Viad common stockholders

 

$

(1.59

)

 

$

1.53

 

 

$

(16.07

)

 

$

1.33

 

Diluted income (loss) attributable to Viad common stockholders(1)

 

$

(1.59

)

 

$

1.53

 

 

$

(16.07

)

 

$

1.33

 

 

(1)

Diluted loss per share amount cannot exceed basic loss per share.

 

The dilutive effect of the outstanding common shares, excluding the Convertible Series A Preferred Stock, is reflected in diluted loss per share by application of the treasury stock method. The dilutive effect of the Convertible Series A Preferred Stock is reflected in the diluted loss per share by application of the if-converted method.

v3.20.2
Income Taxes
9 Months Ended
Sep. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

Note 16. Income Taxes

The effective tax rate was a negative 2.7% for the three months ended September 30, 2020 and 25.6% for the three months ended September 30, 2019. The effective tax rate was a negative 6.8% for the nine months ended September 30, 2020 and 26.5% for the nine months ended September 30, 2019.

The negative effective tax rates for the three and nine months ended September 30, 2020 were due to no tax benefits being recorded on our U.S., United Kingdom, and other European jurisdictions as a result of recording  a valuation allowance during the second quarter of 2020 against our net deferred tax assets in these jurisdictions due to our belief that it is more likely than not that we will not realize the tax benefits from the current year losses realized in these jurisdictions.

In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of tax payments or other changes to income and non-income-based tax

laws. For the three and nine months ended September 30, 2020, there were no material tax impacts to our condensed consolidated financial statements as they relate to COVID-19 measures.

We received $6.8 million and $14.7 million of tax refunds in excess of payments for the three and nine months ended September 30, 2020, respectively. Net cash paid for income taxes was $4.1 million and $12.1 million for the three and nine months ended September 30, 2019, respectively.

v3.20.2
Pension and Postretirement Benefits
9 Months Ended
Sep. 30, 2020
Compensation And Retirement Disclosure [Abstract]  
Pension and Postretirement Benefits

Note 17. Pension and Postretirement Benefits

The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended September 30, 2020 and 2019 consist of the following:

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

 

 

$

15

 

 

$

7

 

 

$

13

 

 

$

112

 

 

$

101

 

Interest cost

 

 

162

 

 

 

209

 

 

 

64

 

 

 

93

 

 

 

87

 

 

 

92

 

Expected return on plan assets

 

 

(74

)

 

 

(35

)

 

 

 

 

 

 

 

 

(134

)

 

 

(122

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(36

)

 

 

(47

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

130

 

 

 

96

 

 

 

(26

)

 

 

(43

)

 

 

48

 

 

 

37

 

Net periodic benefit cost

 

$

218

 

 

$

285

 

 

$

9

 

 

$

16

 

 

$

113

 

 

$

108

 

The components of net periodic benefit cost of our pension and postretirement benefit plans for the nine months ended September 30, 2020 and 2019 consist of the following:

 

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

 

 

$

46

 

 

$

38

 

 

$

48

 

 

$

330

 

 

$

303

 

Interest cost

 

 

490

 

 

 

646

 

 

 

222

 

 

 

343

 

 

 

254

 

 

 

281

 

Expected return on plan assets

 

 

(109

)

 

 

(74

)

 

 

 

 

 

 

 

 

(394

)

 

 

(364

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(109

)

 

 

(141

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

395

 

 

 

302

 

 

 

13

 

 

 

84

 

 

 

138

 

 

 

111

 

Net periodic benefit cost

 

$

776

 

 

$

920

 

 

$

164

 

 

$

334

 

 

$

328

 

 

$

331

 

 

 

We expect to contribute $1.3 million to our funded pension plans, $0.9 million to our unfunded pension plans, and $1.0 million to our postretirement benefit plans in 2020. During the nine months ended September 30, 2020, we contributed $0.2 million to our funded pension plans, $0.7 million to our unfunded pension plans, and $0.6 million to our postretirement benefit plans.

v3.20.2
Restructuring Charges
9 Months Ended
Sep. 30, 2020
Restructuring And Related Activities [Abstract]  
Restructuring Charges

Note 18. Restructuring Charges

GES

As part of our efforts to drive efficiencies and simplify our business operations, we took certain restructuring actions designed to simplify and transform GES for greater profitability. In response to the COVID-19 pandemic in 2020, we accelerated our transformation and streamlining efforts at GES to significantly reduce costs and create a lower and more flexible cost structure focused on servicing our more profitable market segments. These initiatives included recording restructuring charges related to the elimination of positions and facility closures at GES, as well as charges related to the closure and liquidation of GES’ United Kingdom-based audio-visual services business.

Other Restructurings

We recorded restructuring charges in connection with the consolidation of certain support functions at our corporate headquarters. These charges primarily consist of severance and related benefits due to headcount reductions and charges related to the downsizing of facilities.

Changes to the restructuring liability by major restructuring activity are as follows:

 

 

 

GES

 

 

Other Restructurings

 

 

 

 

 

(in thousands)

 

Severance &

Employee

Benefits

 

 

Facilities

 

 

Severance &

Employee

Benefits

 

 

Total

 

Balance at December 31, 2019

 

$

2,935

 

 

$

1,339

 

 

$

239

 

 

$

4,513

 

Restructuring charges

 

 

5,332

 

 

 

6,039

 

 

 

999

 

 

 

12,370

 

Cash payments

 

 

(3,261

)

 

 

(197

)

 

 

(569

)

 

 

(4,027

)

Non-cash items(1)

 

 

 

 

 

(5,152

)

 

 

 

 

 

(5,152

)

Adjustment to liability

 

 

(54

)

 

 

(17

)

 

 

(612

)

 

 

(683

)

Balance at September 30, 2020

 

$

4,952

 

 

$

2,012

 

 

$

57

 

 

$

7,021

 

 

(1)

Represents the FX impact related to the closure and liquidation of GES’ United Kingdom-based audio-visual services business during the three months ended September 30, 2020.

 

As of September 30, 2020, we expect to pay all but $1.5 million of the liabilities related to severance and employee benefits by the end of 2020. The liability related to future lease payments will be paid over the remaining lease terms. Refer to Note 22 Segment Information, for information regarding restructuring charges by segment.

v3.20.2
Leases and Other
9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Leases and Other

Note 19. Leases and Other

The balance sheet presentation of our operating and finance leases is as follows:

 

 

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

Classification on the Condensed Consolidated Balance Sheet

 

2020

 

 

2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Operating lease right-of-use assets

 

$

88,394

 

 

$

103,314

 

Finance lease assets

 

Property and equipment, net

 

 

22,786

 

 

 

25,350

 

Total lease assets

 

 

 

$

111,180

 

 

$

128,664

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Operating lease obligations

 

$

17,872

 

 

$

22,180

 

Finance lease obligations

 

Current portion of debt and finance lease obligations

 

 

2,895

 

 

 

3,386

 

Noncurrent:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Long-term operating lease obligations

 

 

73,688

 

 

 

82,851

 

Finance lease obligations

 

Long-term debt and finance lease obligations

 

 

20,123

 

 

 

21,871

 

Total lease liabilities

 

 

 

$

114,578

 

 

$

130,288

 

 

The components of lease expense consisted of the following:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

926

 

 

$

697

 

 

$

2,767

 

 

$

1,895

 

Interest on lease liabilities

 

 

429

 

 

 

130

 

 

 

1,258

 

 

 

379

 

Operating lease cost

 

 

6,596

 

 

 

6,625

 

 

 

20,235

 

 

 

19,456

 

Short-term lease cost

 

 

123

 

 

 

571

 

 

 

465

 

 

 

1,348

 

Variable lease cost

 

 

1,557

 

 

 

1,478

 

 

 

4,615

 

 

 

4,695

 

Sublease income(1)

 

 

 

 

 

226

 

 

 

 

 

 

 

Total lease cost, net

 

$

9,631

 

 

$

9,727

 

 

$

29,340

 

 

$

27,773

 

 

(1)  Sublease income excludes rental income from owned assets, which is recorded in revenue.

 

Other information related to operating and finance leases are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

5,644

 

 

$

7,250

 

 

$

18,268

 

 

$

20,853

 

Operating cash flows from finance leases

 

$

839

 

 

$

210

 

 

$

1,705

 

 

$

459

 

Financing cash flows from finance leases

 

$

665

 

 

$

525

 

 

$

2,235

 

 

$

1,537

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

$

(3,059

)

 

$

49,123

 

 

$

1,018

 

 

$

62,375

 

Finance leases

 

$

126

 

 

$

14,893

 

 

$

1,894

 

 

$

35,844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

Weighted-average remaining lease term (years):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

 

 

 

 

 

 

8.30

 

 

 

8.17

 

Finance leases

 

 

 

 

 

 

 

 

 

 

13.58

 

 

 

14.01

 

Weighted-average discount rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

 

 

 

 

 

 

5.89

%

 

 

5.77

%

Finance leases

 

 

 

 

 

 

 

 

 

 

7.91

%

 

 

7.73

%

 

As of September 30, 2020, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, are as follows:

 

(in thousands)

 

Operating Leases

 

 

Finance Leases

 

 

Total

 

Remainder of 2020

 

$

6,188

 

 

$

1,458

 

 

$

7,646

 

2021

 

 

20,043

 

 

 

4,284

 

 

 

24,327

 

2022

 

 

15,844

 

 

 

3,796

 

 

 

19,640

 

2023

 

 

13,407

 

 

 

3,276

 

 

 

16,683

 

2024

 

 

10,265

 

 

 

2,609

 

 

 

12,874

 

Thereafter

 

 

54,410

 

 

 

23,556

 

 

 

77,966

 

Total future lease payments

 

 

120,157

 

 

 

38,979

 

 

 

159,136

 

Less: Amount representing interest

 

 

(28,597

)

 

 

(15,961

)

 

 

(44,558

)

Present value of minimum lease payments

 

 

91,560

 

 

 

23,018

 

 

 

114,578

 

Current portion

 

 

17,872

 

 

 

2,895

 

 

 

20,767

 

Long-term portion

 

$

73,688

 

 

$

20,123

 

 

$

93,811

 

 

As of September 30, 2020, the estimated future minimum rentals under non-cancellable leases, which includes rental income from facilities that we own, are as follows:

 

(in thousands)

 

 

 

 

Remainder of 2020

 

$

431

 

2021

 

 

1,499

 

2022

 

 

1,046

 

2023

 

 

830

 

2024

 

 

612

 

Thereafter

 

 

1,765

 

Total minimum rents

 

$

6,183

 

 

Leases Not Yet Commenced

As of September 30, 2020, we had executed certain facility and land leases for which we did not have control of the underlying assets. Accordingly, we did not record the lease liabilities and right-of-use assets on our Condensed Consolidated Balance Sheets. These leases include future planned attractions for Pursuit that are currently in the planning or development phase and that we expect the lease commencement dates to begin between fiscal years 2021 and 2022 with lease terms of 15 to 47 years.

 

v3.20.2
Litigation, Claims, Contingencies and Other
9 Months Ended
Sep. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
Litigation, Claims, Contingencies and Other

Note 20. Litigation, Claims, Contingencies, and Other

We 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 us. During the three months ended March 31, 2019, we recorded an $8.5 million charge to resolve a legal dispute at GES involving a former industry contractor. Although the amount of liability as of September 30, 2020 with respect to unresolved legal matters is not ascertainable, we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our business, financial position, or results of operations.

On July 18, 2020, an off-road Ice Explorer operated by our Pursuit business was involved in an accident enroute with 27 people to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. We continue to support the victims and their families, and we are fully cooperating with the applicable regulatory authorities to investigate this accident. We immediately reported the accident to our relevant insurance carriers, who are also supporting the investigation. Subject to customary deductibles, we believe that our insurance coverage is sufficient to cover potential claims related to this accident.

We are 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 we have or had operations. If we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and we could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, we also face exposure to actual or potential claims and lawsuits involving environmental matters relating to our past operations. As of September 30, 2020, we had recorded environmental remediation liabilities of $2.2 million related to previously sold operations. Although we are a party to certain environmental disputes, we believe that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our financial position or results of operations.

As of September 30, 2020, on behalf of our subsidiaries, we had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities and equipment leases entered into by our subsidiary operations. We 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 we would be required to make under all guarantees existing as of September 30, 2020 would be $75.5 million. These guarantees relate to our leased equipment and facilities through January 2040. There are no recourse provisions that would enable us to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which we could recover payments.

A significant number of our employees are unionized and we are a party to approximately 100 collective-bargaining agreements, with approximately one-third requiring renegotiation each year. If we are 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 our business and results of operations. We believe that relations with our employees are satisfactory and that collective-bargaining agreements expiring in 2020 will be renegotiated in the ordinary course of business. Although our labor relations are currently stable, disruptions could occur, with the possibility of an adverse impact on the operating results of GES. During the three months ended June 30, 2019, we finalized the terms of a new collective-bargaining agreement with the Teamsters Local 727 union. The terms included a withdrawal from the underfunded Central States Pension Plan. Accordingly, we recorded a charge of $15.5 million, which represents the estimated present value of future contributions we will be required to make to the plan as a result of this withdrawal and $0.2 million of other withdrawal costs.

We are self-insured up to certain limits for workers’ compensation and general liabilities, which includes automobile, product general liability, and client property loss claims. The aggregate amount of insurance liabilities (up to our retention limit) related to our continuing operations was $14.3 million as of September 30, 2020, which includes $9.8 million related to workers’ compensation liabilities, and $4.5 million related to general liability claims. We have also retained and provided for certain workers’ compensation insurance liabilities in conjunction with previously sold businesses of $2.2 million as of September 30, 2020. We are also self-insured for certain employee health benefits and the estimated employee health benefit claims incurred but not yet reported was $1.5 million as of September 30, 2020. Provisions for losses for claims incurred, including actuarially derived estimated claims incurred but not yet reported, are made based on our historical experience, claims frequency, and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. We have purchased insurance for amounts in excess of the self-insured levels, which generally range from $0.2 million to $0.5 million on a per claim basis. We do not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Our net cash payments in connection with these insurance liabilities were $1.6 million for the three months ended September 30, 2020 and $4.4 million for the nine months ended September 30, 2020 and $2.0 million for the three months ended September 30, 2019 and $5.3 million for the nine months ended September 30, 2019.

In addition, as of September 30, 2020, we have recorded insurance liabilities of $10.0 million related to continuing operations, which represents the amount for which we remain the primary obligor after self-insured insurance limits, without taking into consideration

the above-referenced insurance coverage. Of this total, $6.5 million related to workers’ compensation liabilities and $3.5 million related to general/auto liability claims, which are recorded in other deferred items and liabilities in the Condensed Consolidated Balance Sheets with a corresponding receivable in other investments.

v3.20.2
Redeemable Noncontrolling Interest
9 Months Ended
Sep. 30, 2020
Noncontrolling Interest [Abstract]  
Redeemable Noncontrolling Interest

Note 21. Redeemable Noncontrolling Interest

On November 3, 2017, we acquired the controlling interest (54.5% of the common stock) in Esja, a private corporation in Reykjavik, Iceland. Through Esja and its wholly-owned subsidiary, we are operating a new FlyOver Iceland attraction.

The minority Esja shareholders have the right to sell (or “put”) their Esja shares to us based on a multiple of 5.0x EBITDA as calculated on the trailing 12 months from the most recently completed quarter before the put option exercise. The put option is only exercisable after 36 months of business operation (the “Reference Date”) and if the FlyOver Iceland attraction has earned a minimum of €3.25 million in unadjusted EBITDA during the most recent fiscal year and during the trailing 12-month period prior to exercise (the “Put Option Condition”). The put option is exercisable during a period of 12 months following the Reference Date (the “Option Period”) if the Put Option Condition has been met. If the Put Option Condition has not been met during the first Option Period, the Reference Date will be extended for an additional 12 months up to three times. If after 72 months, the FlyOver Iceland attraction has not achieved the Put Option Condition, the put option expires. If the Put Option Condition is met during any of the Option Periods, yet the shares are not exercised prior to the end of the 12-month Option Period, the put option will expire. 

The noncontrolling interest’s carrying value is determined by the fair value of the noncontrolling interest as of the acquisition date and the noncontrolling interest’s share of the subsequent net income or loss. This value is benchmarked against the redemption value of the sellers’ put option. The carrying value is adjusted to the redemption value, provided that it does not fall below the initial carrying value, as determined by the purchase price allocation. We have made a policy election to reflect any changes caused by such an adjustment to retained earnings, rather than to current earnings.

Changes in the redeemable noncontrolling interest are as follows:

 

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

6,172

 

Net loss attributable to redeemable noncontrolling interest

 

 

(1,023

)

Adjustment to the redemption value

 

 

926

 

Foreign currency translation adjustment

 

 

(804

)

Balance at September 30, 2020

 

$

5,271

 

 

v3.20.2
Segment Information
9 Months Ended
Sep. 30, 2020
Segment Reporting [Abstract]  
Segment Information

Note 22. Segment Information

We measure the profit and performance of our operations on the basis of segment operating income (loss), which excludes restructuring charges and recoveries and impairment charges. 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.

Our reportable segments, with reconciliations to consolidated totals, are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

$

11,767

 

 

$

185,124

 

 

$

273,423

 

 

$

666,825

 

GES EMEA

 

 

2,774

 

 

 

39,300

 

 

 

52,096

 

 

 

156,473

 

Intersegment eliminations

 

 

(284

)

 

 

(5,724

)

 

 

(3,258

)

 

 

(14,731

)

Total GES

 

 

14,257

 

 

 

218,700

 

 

 

322,261

 

 

 

808,567

 

Pursuit

 

 

48,815

 

 

 

135,043

 

 

 

67,602

 

 

 

201,119

 

Total revenue

 

$

63,072

 

 

$

353,743

 

 

$

389,863

 

 

$

1,009,686

 

Segment operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

$

(10,986

)

 

$

(8,562

)

 

$

(28,194

)

 

$

22,635

 

GES EMEA

 

 

(7,262

)

 

 

(3,024

)

 

 

(11,256

)

 

 

2,775

 

Total GES

 

 

(18,248

)

 

 

(11,586

)

 

 

(39,450

)

 

 

25,410

 

Pursuit

 

 

11,467

 

 

 

66,392

 

 

 

(26,499

)

 

 

64,710

 

Segment operating income (loss)

 

 

(6,781

)

 

 

54,806

 

 

 

(65,949

)

 

 

90,120

 

Corporate eliminations (1)

 

 

16

 

 

 

16

 

 

 

48

 

 

 

49

 

Corporate activities

 

 

(2,645

)

 

 

(2,680

)

 

 

(5,902

)

 

 

(7,795

)

Operating income (loss)

 

 

(9,410

)

 

 

52,142

 

 

 

(71,803

)

 

 

82,374

 

Interest income

 

 

58

 

 

 

79

 

 

 

313

 

 

 

260

 

Interest expense

 

 

(5,508

)

 

 

(3,740

)

 

 

(14,712

)

 

 

(9,612

)

Multi-employer pension plan withdrawal

 

 

 

 

 

 

 

 

(462

)

 

 

(15,508

)

Other expense

 

 

(210

)

 

 

(281

)

 

 

(894

)

 

 

(1,192

)

Restructuring recoveries (charges):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

 

(2,310

)

 

 

(881

)

 

 

(2,277

)

 

 

(5,139

)

GES EMEA

 

 

(8,376

)

 

 

(759

)

 

 

(9,094

)

 

 

(1,501

)

Pursuit

 

 

12

 

 

 

 

 

 

(45

)

 

 

 

Corporate

 

 

(585

)

 

 

(62

)

 

 

(954

)

 

 

(205

)

Impairment charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

 

 

 

 

 

 

 

(171,094

)

 

 

 

GES EMEA

 

 

(676

)

 

 

 

 

 

(30,225

)

 

 

 

Pursuit

 

 

 

 

 

 

 

 

(1,757

)

 

 

 

Legal settlement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES

 

 

 

 

 

 

 

 

 

 

 

(8,500

)

Income (loss) from continuing operations before income taxes

 

$

(27,005

)

 

$

46,498

 

 

$

(303,004

)

 

$

40,977

 

(1)

Corporate eliminations represent the elimination of depreciation expense recorded by Pursuit associated with previously eliminated intercompany profit realized by GES for renovations to Pursuit’s Banff Gondola.

v3.20.2
Common and Preferred Stock
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Common and Preferred Stock

Note 23. Common and Preferred Stock

Convertible Series A Preferred Stock

On August 5, 2020, we entered into an Investment Agreement with funds managed by private equity firm Crestview Partners, relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $135 million or $1,000 per share. The $135 million issuance was offset in part by $9.2 million of expenses related to the capital raise. The Investment Agreement also includes a delayed draw commitment of up to $45 million in additional Convertible Series A Preferred Stock, which we may access during the 12 months following the August 5, 2020 closing date on the same terms and conditions as the initial investment. We have classified the convertible preferred stock as temporary equity in our consolidated balance sheet due to the existence of certain change in control provisions that are not solely within our control.

The Convertible Series A Preferred Stock carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option and is convertible at the option of the holders into shares of our common stock at a conversion price of $21.25 per share. Upon the occurrence of a change in control event, the holders have a right to require Viad to repurchase such preferred stock. During the three months ended September 30, 2020, $1.1 million of dividends were deemed declared and paid in-kind.

Holders of the Convertible Series A Preferred Stock are entitled to vote with holders of Viad’s common stock on an as-converted basis.

Common Stock Repurchases

We previously announced our Board of Directors’ authorization to repurchase shares of our common stock from time to time at prevailing market prices. Effective February 7, 2019, our Board of Directors authorized the repurchase of an additional 500,000 shares.

During the nine months ended September 30, 2020, we repurchased 53,784 shares on the open market for $2.8 million. As of September 30, 2020, 546,283 shares remain available for repurchase. No shares were purchased on the open market during the nine months ended September 30, 2019. Additionally, we repurchase shares related to tax withholding requirements on vested restricted stock awards. Refer to Note 3 – Share-Based Compensation.

In March 2020, our Board of Directors suspended our share repurchase program for the foreseeable future.

Stockholder Rights Plan

On March 29, 2020, our Board of Directors adopted a short-term stockholder rights plan and declared a dividend payable to stockholders of record on April 13, 2020 of one preferred stock purchase right per each outstanding share of Viad common stock to purchase one one-hundredth of a share of Viad’s Junior Participating Preferred Stock at an exercise price of $115.00. Our Board of Directors will be able to redeem the rights at $0.01 per right at any time before a person or group acquired 10% (20% in the case of a passive institutional investor) or more of the outstanding common stock. On August 5, 2020, the stockholder rights plan was amended, whereby Crestview and affiliated parties were designated as exempt persons, and as such the issuance of preferred stock to Crestview did not result in a triggering event. The rights otherwise expire on February 28, 2021, subject to our right to extend the date, unless we redeem, exchange, or terminate the rights earlier.

Subject to limited exceptions, if a person or group acquires 10% (20% in the case of a passive institutional investor) or more of our common stock (including shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities) or announces a tender offer, and the consummation of that offer would result in such ownership (we refer to such a person or group as an “acquiring person”), each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of common stock having a market value at that time of twice the right’s exercise price. Rights held by the acquiring person will become void and will not be exercisable. If the Company is acquired in a merger or other business combination transaction that has not been approved by our Board of Directors after the rights become exercisable, each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value at that time of twice the right’s exercise price.

v3.20.2
Overview and Basis of Presentation (Policies)
9 Months Ended
Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Nature of Business

Nature of Business

We are an international experiential services company with operations in the United States, Canada, the United Kingdom, continental Europe, the United Arab Emirates, and Iceland. We are committed to providing unforgettable experiences to our clients and guests. We operate through three reportable business segments: GES North America, GES EMEA (collectively, “GES”), and Pursuit.

GES

GES is a global, full-service live events company offering a comprehensive range of services to event organizers and corporate brand marketers. Event organizers schedule and run events from start to finish. 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 inspiring and unforgettable travel experiences that include recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, and FlyOver.

Impact of COVID-19

Impact of COVID-19

On March 11, 2020, the World Health Organization declared COVID-19 a “pandemic.” COVID-19 has spread rapidly, with a high concentration of confirmed cases in the U.S. and other countries in which we operate. The rapid spread has resulted in authorities around the world implementing numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns. The COVID-19 pandemic and these containment measures have had, and are expected to continue to have, a substantial negative impact on businesses around the world and on global, regional, and national economies.

The COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, with live events largely shut down and tourism activity disruptions. In response to the COVID-19 pandemic, we implemented aggressive cost reduction measures to preserve cash, including furloughs, layoffs, mandatory unpaid time off, or salary reductions for all employees, and the elimination of discretionary spending. We continue to implement measures to successfully adapt for the long-term impact of COVID-19. During the third quarter of 2020, we secured additional capital to strengthen our liquidity position and amended our Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”) to provide financial flexibility.

Investment Agreement

Investment Agreement

On August 5, 2020, we entered into an investment agreement with funds managed by private equity firm Crestview Partners (the “Investment Agreement”) who made an initial investment of $135 million, offset in part by $9.2 million in fees, in newly issued perpetual convertible preferred stock that carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option (the “Convertible Preferred Stock”). The Convertible Preferred Stock is convertible into shares of our common stock at a conversion price of $21.25 per share. The Investment Agreement also includes a delayed draw commitment of up to $45 million in additional Convertible Preferred Stock, which we may access during the 12 months following the August 5, 2020 closing date on the same terms and conditions as the initial investment. The proceeds from Crestview’s initial investment were used to repay a portion of our 2018 Credit Facility, will provide additional short-term liquidity, will fund capital expenditures, and will support general corporate purposes. Pursuant to the Investment Agreement, two Crestview Partners’ designees joined our Board of Directors, increasing the size of our board from seven to nine directors.

Credit Agreement Amendment

Credit Agreement Amendment

On August 5, 2020, we entered into an amendment to our 2018 Credit Agreement, which, among other things, (i) waives our financial covenants until September 30, 2022 (the “Covenant Waiver Period”) and (ii) requires us to maintain minimum liquidity of $125 million with a step down to $100 million at December 31, 2020. The interest rate on the borrowings is equal to the London Interbank

Offered Rate (“LIBOR”) plus 350 basis points, with a LIBOR floor of one percent during the Covenant Waiver Period. The LIBOR floor continues until the end of the 2018 Credit Agreement. Viad pledged 100% of the capital stock of its wholly-owned domestic subsidiaries and its top-tier foreign subsidiaries (other than Esja Attractions ehf.). Fees related to the amendment were approximately $1.7 million.

Management anticipates that the initial cash proceeds from Crestview Partners, existing cash and cash equivalents, and the amendment to waive financial covenants within the 2018 Credit Agreement until September 30, 2022 will be sufficient to fund operations for at least the next 12 months.

Goodwill Impairment

Goodwill Impairment

Due to the deteriorating macroeconomic environment, disruptions to our operations, and the sustained decline in our stock price caused by COVID-19, we determined an interim triggering event had occurred in the first and second quarters of 2020, which required us to assess the carrying values of goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles – Goodwill and Other. Based on this assessment, we recorded non-cash goodwill impairment charges of $186.1 million during the first half of 2020, including a full impairment charge to the remaining GES goodwill balance of $113.1 million in the second quarter of 2020. Our remaining goodwill balance as of September 30, 2020 of $96.9 million pertains to our Pursuit business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve. Refer to Note 9 – Goodwill and Other Intangible Assets for additional information.

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were 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 SEC rules and regulations for complete financial statements. 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 our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020 (“2019 Form 10-K”). Subsequent to the filing of the 2019 Form 10-K, we corrected the classification of debt as of December 31, 2019. Refer to Note 12 – Debt and Finance Lease Obligations.

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

Correction to Prior Period Financial Statements

Correction to Prior Period Financial Statements

During the third quarter of 2020, we identified a prior period error related to the recognition of revenue of our GES’ Corporate Accounts’ third-party services. Revenue from these services should have been recorded on a net basis to reflect only the fees we receive from arranging these services. Previously, we recorded this revenue on a gross basis, thus overstating revenue and cost of services by the same amount. As a result, we corrected the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 related to this gross-to-net adjustment. We determined that the error is not material to the previously issued financial statements. Note 2 – Revenue and Related Contract Costs and Contract Liabilities and Note 22 – Segment Information reflects this change.

 

 

 

Three Months Ended September 30, 2019

 

 

Nine Months Ended September 30, 2019

 

(in thousands)

 

Services Revenue

 

 

Cost of Services

 

 

Services Revenue

 

 

Cost of Services

 

As previously reported

 

$

300,446

 

 

$

256,296

 

 

$

898,746

 

 

$

825,806

 

Gross to net correction for GES North America

 

 

(6,859

)

 

 

(6,859

)

 

 

(32,081

)

 

 

(32,081

)

Gross to net correction for GES EMEA

 

 

(1,886

)

 

 

(1,886

)

 

 

(8,594

)

 

 

(8,594

)

Total as corrected

 

$

291,701

 

 

$

247,551

 

 

$

858,071

 

 

$

785,131

 

 

Impact of Recent Accounting Pronouncements

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 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes

 

The amendment enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as ownership changes in investments, and interim-period accounting for enacted changes in tax law.

 

1/1/2021

 

We are currently evaluating the potential impact of the adoption of this new guidance on our consolidated financial statements. We do not expect this new guidance to have a material impact on our consolidated financial statements.

ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)

 

The amendment simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. The amendment also requires expanded disclosures about the terms and features of convertible instruments. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

 

1/1/2022

 

We are currently evaluating the potential impact of the adoption of this new guidance on our consolidated financial statements and if there are applicable provisions that will simplify our accounting or reporting we will likely pursue early adoption.

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Recently Adopted

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments

 

The amendment eliminates the incurred credit loss impairment methodology and replaces it with an expected credit loss concept based on historical experience, current conditions, and reasonable and supportable forecasts.

 

1/1/2020

 

We adopted this new standard on a modified retrospective basis. The adoption of this new standard on January 1, 2020 did not have a material impact on our condensed consolidated financial statements.

ASU 2020-04, Reference Rate Reform (Topic 848)

 

The amendment provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. Topic 848 provides optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met.

 

3/12/2020

 

Topic 848 was effective beginning on March 12, 2020, and we will apply the amendments prospectively through December 31, 2022. There was no impact to our condensed consolidated financial statements as a result of adopting this amendment.

 

 

 

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. 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: impairment testing of recorded goodwill and intangible assets and long-lived assets; allowances for uncollectible accounts receivable; sales reserve allowances; 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; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the redemption value of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Revenue Recognition

Revenue Recognition

Revenue is measured based on a specified amount of consideration in a contract with a customer, net of commissions paid to customers and amounts collected on behalf of third parties. We recognize revenue when a performance obligation is satisfied by transferring control of a product or service to a customer.

GES’ service revenue is primarily derived through its comprehensive range of services to event organizers and corporate brand marketers including Core Services, Event Technology, and Audio-Visual. GES’ service revenue is earned over time over the duration

of the exhibition, conference, or corporate event, which generally lasts one to three days. GES’ product revenue is derived from the build of exhibits and environments and graphics. GES’ product revenue is recognized at a point in time upon delivery of the product.

Pursuit’s service revenue is derived through its admissions, accommodations, transportation, and travel planning services. Pursuit’s product revenue is derived through food and beverage and retail sales. Pursuit’s revenue is recognized at the time services are performed or upon delivery of the product. Pursuit’s service revenue is recognized over time as the customer simultaneously receives and consumes the benefits. Pursuit’s product revenue is recognized at a point in time.

Noncontrolling Interests - Non-redeemable and Redeemable

Noncontrolling Interests – Non-redeemable and Redeemable

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to us. Our non-redeemable noncontrolling interest relates to the 20% equity ownership interest that we do not own in Glacier Park, Inc., the 40% equity interest that we do not own in the Mountain Park Lodges, and the 49% equity interest that we do not own in the new entity that will operate the Pursuit Sky Lagoon attraction. We report non-redeemable noncontrolling interest within stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of consolidated net income or loss attributable to Viad and the non-redeemable noncontrolling interest is presented in the Condensed Consolidated Statements of Operations.

We consider noncontrolling interests with redemption features that are not solely within our control to be redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to our 54.5% equity ownership interest in Esja Attractions ehf. (“Esja”), which owns the FlyOver Iceland attraction. The Esja shareholders agreement contains a put option that gives the minority Esja shareholders the right to sell (or “put”) their Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered temporary equity and we report it between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the Condensed Consolidated Statements of Operations and the accretion of the redemption value is recorded as an adjustment to retained earnings and is included in our income per share. Refer to Note 21 – Redeemable Noncontrolling Interest for additional information.

Convertible Preferred Stock

Convertible Preferred Stock

We record shares of convertible preferred stock at fair value on the date of issuance, net of issuance costs. Redeemable preferred stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity and is reported between liabilities and stockholders’ equity on the Condensed Consolidated Balance Sheets.

Leases

Leases

We recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet and classify leases as either finance or operating leases. The classification of the lease determines whether we recognize the lease expense on an effective interest method basis (finance lease) or on a straight-line basis (operating lease) over the lease term. In determining whether an agreement contains a lease, we consider if we have a right to control the use of the underlying asset during the lease term in exchange for an obligation to make lease payments arising from the lease. We recognize ROU assets and lease liabilities at commencement date, which is when the underlying asset is available for use to a lessee, based on the present value of lease payments over the lease term.

Our operating and finance leases are primarily facility, equipment, and land leases. Our facility leases comprise mainly manufacturing facilities, sales and design facilities, offices, storage and/or warehouses, and truck marshaling yards. These facility leases generally have lease terms ranging up to 23 years. Our equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and Iceland on which our hotels or attractions are located and have lease terms ranging up to 47 years.

If a lease contains a renewal option that is reasonably certain to be exercised, then the lease term includes the optional periods in measuring a ROU asset and lease liability. We evaluate the reasonably certain threshold at lease commencement, and it is typically met if we identify substantial economic incentives or termination penalties. We do not include variable leases and variable non-lease components in the calculation of the ROU asset and corresponding lease liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay our lessors an estimate that we adjust to actual expense on a quarterly or annual basis depending on the underlying contract terms. We expense these variable lease payments as incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, we utilize an incremental borrowing rate based on lease term and country, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a collateralized basis and is the expected rate at which we would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term and the country.

We are also a lessor to third party tenants who either lease certain portions of facilities that we own or sublease certain portions of facilities that we lease. We record lease income from owned facilities as rental income and we record sublease income from leased facilities against lease expense in the Condensed Consolidated Statements of Operations. We classify all of our leases for which we are the lessor as operating leases.

Fair Value of Financial Instruments

The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying 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.

v3.20.2
Overview and Basis of Presentation (Tables)
9 Months Ended
Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Schedule of Corrections to Prior Period Adjustments

 

 

 

Three Months Ended September 30, 2019

 

 

Nine Months Ended September 30, 2019

 

(in thousands)

 

Services Revenue

 

 

Cost of Services

 

 

Services Revenue

 

 

Cost of Services

 

As previously reported

 

$

300,446

 

 

$

256,296

 

 

$

898,746

 

 

$

825,806

 

Gross to net correction for GES North America

 

 

(6,859

)

 

 

(6,859

)

 

 

(32,081

)

 

 

(32,081

)

Gross to net correction for GES EMEA

 

 

(1,886

)

 

 

(1,886

)

 

 

(8,594

)

 

 

(8,594

)

Total as corrected

 

$

291,701

 

 

$

247,551

 

 

$

858,071

 

 

$

785,131

 

v3.20.2
Revenue and Related Contract Costs and Contract Liabilities (Tables)
9 Months Ended
Sep. 30, 2020
Revenue From Contract With Customer [Abstract]  
Summary of Changes in Contract Liabilities

Changes to contract liabilities are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

50,796

 

Cash additions

 

 

130,018

 

Revenue recognized

 

 

(162,954

)

Foreign exchange translation adjustment

 

 

(84

)

Balance at September 30, 2020

 

$

17,776

 

Summary of Changes in Contract Costs

Changes to contract costs are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

28,496

 

Additions

 

 

16,710

 

Expenses

 

 

(22,774

)

Cancelled

 

 

(9,840

)

Foreign exchange translation adjustment

 

 

(479

)

Balance at September 30, 2020

 

$

12,113

 

Disaggregate GES and Pursuit Revenue by Major Product Line Timing of Revenue Recognition and Markets Served

The following tables disaggregate GES and Pursuit revenue by major product line, timing of revenue recognition, and markets served:

GES

 

 

Three Months Ended September 30, 2020

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

7,987

 

 

$

2,003

 

 

$

 

 

$

9,990

 

Audio-visual

 

 

933

 

 

 

(40

)

 

 

 

 

 

893

 

Event technology

 

 

1,283

 

 

 

414

 

 

 

 

 

 

1,697

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(284

)

 

 

(284

)

Total services

 

 

10,203

 

 

 

2,377

 

 

 

(284

)

 

 

12,296

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

1,564

 

 

 

397

 

 

 

 

 

 

1,961

 

Total revenue

 

$

11,767

 

 

$

2,774

 

 

$

(284

)

 

$

14,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

10,203

 

 

$

2,377

 

 

$

(284

)

 

$

12,296

 

Products transferred over time(1)

 

 

232

 

 

 

15

 

 

 

 

 

 

247

 

Products transferred at a point in time

 

 

1,332

 

 

 

382

 

 

 

 

 

 

1,714

 

Total revenue

 

$

11,767

 

 

$

2,774

 

 

$

(284

)

 

$

14,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

4,890

 

 

$

2,323

 

 

$

 

 

$

7,213

 

Conferences

 

 

1,099

 

 

 

367

 

 

 

 

 

 

1,466

 

Corporate events

 

 

4,537

 

 

 

67

 

 

 

 

 

 

4,604

 

Consumer events

 

 

1,241

 

 

 

17

 

 

 

 

 

 

1,258

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(284

)

 

 

(284

)

Total revenue

 

$

11,767

 

 

$

2,774

 

 

$

(284

)

 

$

14,257

 

(1)

GES’ graphics product revenue is earned over time over the duration of the event as it is considered a part of the single performance obligation satisfied over time.

 

 

 

Nine Months Ended September 30, 2020

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

225,414

 

 

$

33,350

 

 

$

 

 

$

258,764

 

Audio-visual

 

 

18,661

 

 

 

3,549

 

 

 

 

 

 

22,210

 

Event technology

 

 

7,946

 

 

 

4,126

 

 

 

 

 

 

12,072

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(3,258

)

 

 

(3,258

)

Total services

 

 

252,021

 

 

 

41,025

 

 

 

(3,258

)

 

 

289,788

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

21,402

 

 

 

11,071

 

 

 

 

 

 

32,473

 

Total revenue

 

$

273,423

 

 

$

52,096

 

 

$

(3,258

)

 

$

322,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

252,021

 

 

$

41,025

 

 

$

(3,258

)

 

$

289,788

 

Products transferred over time(1)

 

 

11,035

 

 

 

2,407

 

 

 

 

 

 

13,442

 

Products transferred at a point in time

 

 

10,367

 

 

 

8,664

 

 

 

 

 

 

19,031

 

Total revenue

 

$

273,423

 

 

$

52,096

 

 

$

(3,258

)

 

$

322,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

203,671

 

 

$

39,001

 

 

$

 

 

$

242,672

 

Conferences

 

 

39,626

 

 

 

7,618

 

 

 

 

 

 

47,244

 

Corporate events

 

 

24,012

 

 

 

5,308

 

 

 

 

 

 

29,320

 

Consumer events

 

 

6,114

 

 

 

169

 

 

 

 

 

 

6,283

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(3,258

)

 

 

(3,258

)

Total revenue

 

$

273,423

 

 

$

52,096

 

 

$

(3,258

)

 

$

322,261

 

 

(1)

GES’ graphics product revenue is earned over time over the duration of the event as it is considered a part of the single performance obligation satisfied over time.

 

 

Three Months Ended September 30, 2019

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

148,722

 

 

$

20,539

 

 

$

 

 

$

169,261

 

Audio-visual

 

 

18,742

 

 

 

4,402

 

 

 

 

 

 

23,144

 

Event technology

 

 

4,760

 

 

 

1,414

 

 

 

 

 

 

6,174

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(5,724

)

 

 

(5,724

)

Total services

 

 

172,224

 

 

 

26,355

 

 

 

(5,724

)

 

 

192,855

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

12,900

 

 

 

12,945

 

 

 

 

 

 

25,845

 

Total revenue

 

$

185,124

 

 

$

39,300

 

 

$

(5,724

)

 

$

218,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

172,224

 

 

$

26,355

 

 

$

(5,724

)

 

$

192,855

 

Products transferred over time(1)

 

 

10,558

 

 

 

2,305

 

 

 

 

 

 

12,863

 

Products transferred at a point in time

 

 

2,342

 

 

 

10,640

 

 

 

 

 

 

12,982

 

Total revenue

 

$

185,124

 

 

$

39,300

 

 

$

(5,724

)

 

$

218,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

79,589

 

 

$

29,140

 

 

$

 

 

$

108,729

 

Conferences

 

 

60,537

 

 

 

4,938

 

 

 

 

 

 

65,475

 

Corporate events

 

 

39,370

 

 

 

5,020

 

 

 

 

 

 

44,390

 

Consumer events

 

 

5,628

 

 

 

202

 

 

 

 

 

 

5,830

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(5,724

)

 

 

(5,724

)

Total revenue

 

$

185,124

 

 

$

39,300

 

 

$

(5,724

)

 

$

218,700

 

(1)

GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.

 

 

 

 

Nine Months Ended September 30, 2019

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

531,485

 

 

$

86,715

 

 

$

 

 

$

618,200

 

Audio-visual

 

 

61,323

 

 

 

15,171

 

 

 

 

 

 

76,494

 

Event technology

 

 

23,368

 

 

 

6,501

 

 

 

 

 

 

29,869

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(14,731

)

 

 

(14,731

)

Total services

 

 

616,176

 

 

 

108,387

 

 

 

(14,731

)

 

 

709,832

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

50,649

 

 

 

48,086

 

 

 

 

 

 

98,735

 

Total revenue

 

$

666,825

 

 

$

156,473

 

 

$

(14,731

)

 

$

808,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

616,176

 

 

$

108,387

 

 

$

(14,731

)

 

$

709,832

 

Products transferred over time(1)

 

 

33,601

 

 

 

10,595

 

 

 

 

 

 

44,196

 

Products transferred at a point in time

 

 

17,048

 

 

 

37,491

 

 

 

 

 

 

54,539

 

Total revenue

 

$

666,825

 

 

$

156,473

 

 

$

(14,731

)

 

$

808,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

349,106

 

 

$

119,189

 

 

$

 

 

$

468,295

 

Conferences

 

 

195,635

 

 

 

17,170

 

 

 

 

 

 

212,805

 

Corporate events

 

 

102,525

 

 

 

19,165

 

 

 

 

 

 

121,690

 

Consumer events

 

 

19,559

 

 

 

949

 

 

 

 

 

 

20,508

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(14,731

)

 

 

(14,731

)

Total revenue

 

$

666,825

 

 

$

156,473

 

 

$

(14,731

)

 

$

808,567

 

 

(1)

GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.

 

Pursuit

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Admissions

 

$

12,229

 

 

$

49,353

 

 

$

17,865

 

 

$

76,034

 

Accommodations

 

 

18,021

 

 

 

41,292

 

 

 

23,994

 

 

 

56,636

 

Transportation

 

 

445

 

 

 

6,868

 

 

 

2,513

 

 

 

12,817

 

Travel planning

 

 

855

 

 

 

2,004

 

 

 

1,484

 

 

 

4,107

 

Intersegment eliminations

 

 

(144

)

 

 

(671

)

 

 

(261

)

 

 

(1,355

)

Total services revenue

 

 

31,406

 

 

 

98,846

 

 

 

45,595

 

 

 

148,239

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Food and beverage

 

 

6,783

 

 

 

19,333

 

 

 

9,047

 

 

 

28,903

 

Retail operations

 

 

10,626

 

 

 

16,864

 

 

 

12,960

 

 

 

23,977

 

Total products revenue

 

 

17,409

 

 

 

36,197

 

 

 

22,007

 

 

 

52,880

 

Total revenue

 

$

48,815

 

 

$

135,043

 

 

$

67,602

 

 

$

201,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

31,406

 

 

$

98,846

 

 

$

45,595

 

 

$

148,239

 

Products transferred at a point in time

 

 

17,409

 

 

 

36,197

 

 

 

22,007

 

 

 

52,880

 

Total revenue

 

$

48,815

 

 

$

135,043

 

 

$

67,602

 

 

$

201,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banff Jasper Collection

 

$

26,395

 

 

$

75,337

 

 

$

39,234

 

 

$

116,433

 

Alaska Collection

 

 

5,436

 

 

 

26,909

 

 

 

6,167

 

 

 

39,287

 

Glacier Park Collection

 

 

14,929

 

 

 

28,098

 

 

 

16,813

 

 

 

36,296

 

FlyOver

 

 

2,055

 

 

 

4,699

 

 

 

5,388

 

 

 

9,103

 

Total revenue

 

$

48,815

 

 

$

135,043

 

 

$

67,602

 

 

$

201,119

 

v3.20.2
Share-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Share-Based Compensation (income) expense

The following table summarizes share-based compensation (income) expense:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Performance unit incentive plan (“PUP”)

 

$

149

 

 

$

1,033

 

 

$

(2,596

)

 

$

4,013

 

Restricted stock awards and restricted stock units

 

 

1,698

 

 

 

798

 

 

 

3,155

 

 

 

2,435

 

Stock options

 

 

90

 

 

 

 

 

 

90

 

 

 

 

Share-based compensation expense before income tax

 

 

1,937

 

 

 

1,831

 

 

 

649

 

 

 

6,448

 

Income tax benefit(1)

 

 

 

 

 

(460

)

 

 

 

 

 

(1,625

)

Share-based compensation expense, net of income tax

 

$

1,937

 

 

$

1,371

 

 

$

649

 

 

$

4,823

 

(1)

There was no income tax benefit for the three and nine months ended September 30, 2020 due to the valuation allowance on our deferred tax assets. Refer to Note 16 – Income Taxes.

Summary of Activity of the Outstanding PUP Awards

The following table summarizes the activity of the outstanding PUP awards:

 

 

 

Equity-Based

PUP Awards

 

 

Liability-Based

PUP Awards

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2019

 

 

59,714

 

 

$

52.10

 

 

 

155,190

 

 

$

52.53

 

Granted

 

 

32,367

 

 

$

56.23

 

 

 

52,531

 

 

$

56.10

 

Vested

 

 

 

 

$

 

 

 

(67,866

)

 

$

47.43

 

Forfeited

 

 

 

 

$

 

 

 

(18,370

)

 

$

56.40

 

Balance at September 30, 2020

 

 

92,081

 

 

$

55.49

 

 

 

121,485

 

 

$

55.08

 

Summary of Stock Option Activity

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

 

Aggregate Intrinsic Value(1)

 

Options outstanding and exercisable at December 31, 2019

 

 

41,143

 

 

$

16.62

 

 

 

 

 

Granted

 

 

204,150

 

 

$

19.98

 

 

 

 

 

Exercised

 

 

(41,143

)

 

$

16.62

 

 

 

 

 

Options outstanding at September 30, 2020

 

 

204,150

 

 

$

19.98

 

 

$

229,500

 

Options exercisable at September 30, 2020

 

 

 

 

$

 

 

$

 

Summary of Options Outstanding and Exercisable

The following table summarizes stock options outstanding and exercisable as of September 30, 2020:

 

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of exercise prices

 

 

Shares

 

 

Weighted-Average

Remaining Contractual Life

(in years)

 

 

Weighted-Average

Exercise Price

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

$

19.30

 

 

 

150,000

 

 

 

8.25

 

 

$

19.30

 

 

 

 

 

$

 

$

21.85

 

 

 

54,150

 

 

 

6.91

 

 

$

21.85

 

 

 

 

 

$

 

$19.30 - $21.85

 

 

 

204,150

 

 

 

7.89

 

 

$

19.98

 

 

 

 

 

$

 

Assumptions Used in the Black-Scholes Option Pricing Model to Estimate the Fair Value of Each Stock Option Grant

The fair value of stock options granted in 2020 was estimated on the date of grant using the Black-Scholes option pricing model. Following is additional information on stock options and the underlying assumptions used in assessing fair value:

 

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

Assumptions used to estimate fair value of stock options granted:

 

 

 

 

Risk-free interest rate

 

0.27% - 0.31%

 

Expected life

 

4.3 - 5.4 years

 

Expected volatility

 

46.9% - 52.2%

 

Expected dividend yield

 

 

 

Weighted average grant-date fair value per share of options granted

 

$

8.38

 

Cash received from exercise of options (in thousands)

 

$

2,077

 

v3.20.2
Acquisitions (Tables)
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Schedule of Proforma Results of Operations

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming the completion of the Mountain Park Lodges acquisition was on January 1, 2019. We do not consider the Sky Lagoon attraction or the Belton Chalet significant acquisitions and accordingly, they are not included in the following pro forma results of operations:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands, except per share data)

 

September 30, 2019

 

 

September 30, 2019

 

Revenue

 

$

362,488

 

 

$

1,058,622

 

Depreciation and amortization

 

$

16,347

 

 

$

46,695

 

Income from continuing operations

 

$

34,607

 

 

$

28,709

 

Net income attributable to Viad

 

$

31,416

 

 

$

26,765

 

Diluted income per share

 

$

1.53

 

 

$

1.29

 

Basic income per share

 

$

1.53

 

 

$

1.29

 

 

v3.20.2
Inventories (Tables)
9 Months Ended
Sep. 30, 2020
Inventory Disclosure [Abstract]  
Components of Inventories

The components of inventories consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Raw materials

 

$

10,796

 

 

$

11,788

 

Finished goods

 

 

5,500

 

 

 

5,481

 

Inventories

 

$

16,296

 

 

$

17,269

 

v3.20.2
Other Current Assets (Tables)
9 Months Ended
Sep. 30, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets

Other current assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Prepaid software maintenance

 

$

4,045

 

 

$

3,875

 

Prepaid insurance

 

 

2,565

 

 

 

5,573

 

Prepaid vendor payments

 

 

2,106

 

 

 

4,698

 

Prepaid taxes

 

 

1,087

 

 

 

917

 

Income tax receivable

 

 

162

 

 

 

13,250

 

Prepaid other

 

 

2,097

 

 

 

1,904

 

Other

 

 

4,134

 

 

 

637

 

Other current assets

 

$

16,196

 

 

$

30,854

 

 

 

v3.20.2
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2020
Property Plant And Equipment [Abstract]  
Schedule of Property and Equipment

Property and equipment consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Land and land interests

 

$

32,481

 

 

$

34,532

 

Buildings and leasehold improvements

 

 

374,549

 

 

 

377,754

 

Equipment and other

 

 

400,085

 

 

 

417,239

 

Gross property and equipment

 

 

807,115

 

 

 

829,525

 

Accumulated depreciation

 

 

(352,456

)

 

 

(353,974

)

Property and equipment, net (excluding finance leases)

 

 

454,659

 

 

 

475,551

 

Finance lease right-of-use assets, net

 

 

22,786

 

 

 

25,350

 

Property and equipment, net

 

$

477,445

 

 

$

500,901

 

v3.20.2
Other Investments and Assets (Tables)
9 Months Ended
Sep. 30, 2020
Investments All Other Investments [Abstract]  
Summary of Other Investments and Assets

Other investments and assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Self-insured liability receivable

 

$

9,982

 

 

$

9,982

 

Contract costs

 

 

4,464

 

 

 

3,961

 

Other mutual funds

 

 

3,136

 

 

 

3,107

 

Cash surrender value of life insurance

 

 

 

 

 

24,873

 

Other

 

 

2,355

 

 

 

3,196

 

Other investments and assets

 

$

19,937

 

 

$

45,119

 

 

v3.20.2
Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of the Goodwill Balances by Component and Segment

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

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Pursuit

 

 

Total

 

Balance at December 31, 2019

 

$

155,276

 

 

$

30,829

 

 

$

101,878

 

 

$

287,983

 

Goodwill impairment

 

 

(155,276

)

 

 

(29,042

)

 

 

(1,757

)

 

 

(186,075

)

Foreign currency translation adjustments

 

 

 

 

 

(1,787

)

 

 

(3,190

)

 

 

(4,977

)

Balance at September 30, 2020

 

$

 

 

$

 

 

$

96,931

 

 

$

96,931

 

Summary of Other Intangible Assets

Other intangible assets consisted of the following:

 

 

 

 

 

September 30, 2020

 

 

December 31, 2019

 

(in thousands)

 

Useful Life

(Years)

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts and relationships

 

6.4

 

$

40,006

 

 

$

(27,381

)

 

$

12,625

 

 

$

72,219

 

 

$

(40,866

)

 

$

31,353

 

Operating contracts and licenses

 

36.8

 

 

39,156

 

 

 

(2,258

)

 

 

36,898

 

 

 

43,329

 

 

 

(1,881

)

 

 

41,448

 

In-place lease

 

13.8

 

 

14,670

 

 

 

(532

)

 

 

14,138

 

 

 

15,044

 

 

 

(231

)

 

 

14,813

 

Tradenames

 

5.5

 

 

5,687

 

 

 

(2,155

)

 

 

3,532

 

 

 

9,423

 

 

 

(4,338

)

 

 

5,085

 

Non-compete agreements

 

1.3

 

 

736

 

 

 

(552

)

 

 

184

 

 

 

2,077

 

 

 

(1,775

)

 

 

302

 

Other

 

7.4

 

 

783

 

 

 

(90

)

 

 

693

 

 

 

802

 

 

 

(66

)

 

 

736

 

Total amortized intangible assets

 

 

 

 

101,038

 

 

 

(32,968

)

 

 

68,070

 

 

 

142,894

 

 

 

(49,157

)

 

 

93,737

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business licenses

 

 

 

 

568

 

 

 

 

 

 

568

 

 

 

571

 

 

 

 

 

 

571

 

Other intangible assets

 

 

 

$

101,606

 

 

$

(32,968

)

 

$

68,638

 

 

$

143,465

 

 

$

(49,157

)

 

$

94,308

 

Estimated Future Amortization Expense Related to Intangible Assets Subject to Amortization At September 30, 2020, the estimated future amortization expense related to intangible assets subject to amortization is as follows:

 

(in thousands)

 

 

 

 

Year ending December 31,

 

 

 

 

Remainder of 2020

 

$

1,278

 

2021

 

 

5,089

 

2022

 

 

4,968

 

2023

 

 

4,322

 

2024

 

 

3,383

 

Thereafter

 

 

49,030

 

Total

 

$

68,070

 

v3.20.2
Other Current Liabilities (Tables)
9 Months Ended
Sep. 30, 2020
Other Liabilities Current [Abstract]  
Other Current Liabilities

Other current liabilities consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

$

6,227

 

 

$

5,668

 

Accrued restructuring

 

 

4,574

 

 

 

2,130

 

Accrued sales and use taxes

 

 

2,914

 

 

 

5,451

 

Commissions payable

 

 

2,541

 

 

 

8,274

 

Accrued employee benefit costs

 

 

2,108

 

 

 

3,564

 

Current portion of pension and postretirement liabilities

 

 

1,722

 

 

 

1,899

 

Accrued professional fees

 

 

1,137

 

 

 

1,248

 

Accrued legal settlement

 

 

 

 

 

2,500

 

Accrued dividends

 

 

 

 

 

2,019

 

Other taxes

 

 

1,655

 

 

 

278

 

Accommodation services deposits

 

 

506

 

 

 

959

 

Other

 

 

6,204

 

 

 

5,187

 

Total continuing operations

 

 

29,588

 

 

 

39,177

 

Discontinued operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

 

422

 

 

 

260

 

Environmental remediation liabilities

 

 

60

 

 

 

311

 

Other

 

 

57

 

 

 

76

 

Total discontinued operations

 

 

539

 

 

 

647

 

Total other current liabilities

 

$

30,127

 

 

$

39,824

 

 

v3.20.2
Other Deferred Items and Liabilities (Tables)
9 Months Ended
Sep. 30, 2020
Other Liabilities Disclosure [Abstract]  
Summary of Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Foreign deferred tax liability

 

$

25,127

 

 

$

32,570

 

Multi-employer pension plan withdrawal liability

 

 

15,970

 

 

 

15,693

 

Self-insured excess liability

 

 

9,982

 

 

 

9,982

 

Self-insured liability

 

 

8,046

 

 

 

8,682

 

Accrued compensation

 

 

4,806

 

 

 

7,485

 

Accrued restructuring

 

 

2,447

 

 

 

2,383

 

Contract liabilities

 

 

623

 

 

 

125

 

Other

 

 

3,487

 

 

 

2,423

 

Total continuing operations

 

 

70,488

 

 

 

79,343

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

2,186

 

 

 

1,964

 

Self-insured liability

 

 

1,824

 

 

 

2,018

 

Other

 

 

676

 

 

 

382

 

Total discontinued operations

 

 

4,686

 

 

 

4,364

 

Total other deferred items and liabilities

 

$

75,174

 

 

$

83,707

 

 

v3.20.2
Debt and Finance Lease Obligations (Tables)
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Schedule of Long-term Debt and Finance Lease Obligations

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

 

 

 

September 30,

 

 

December 31,

 

(in thousands, except interest rates)

 

2020

 

 

2019

 

2018 Credit Facility, 4.6% weighted-average interest rate at September 30, 2020 and 3.9% at December 31, 2019, due through 2023(1)

 

$

230,543

 

 

$

311,464

 

FlyOver Iceland Credit Facility, 4.9% weighted-average interest rate at September 30, 2020 and December 31, 2019, due through 2022(1)

 

 

5,584

 

 

 

5,607

 

Less unamortized debt issuance costs

 

 

(2,953

)

 

 

(1,836

)

Total debt (2)

 

 

233,174

 

 

 

315,235

 

Finance lease obligations, 7.9% weighted-average interest rate at September 30, 2020 and 7.7% at December 31, 2019, due through 2039

 

 

23,018

 

 

 

25,257

 

Total debt and finance lease obligations (3)

 

 

256,192

 

 

 

340,492

 

Current portion (4)

 

 

(4,040

)

 

 

(5,330

)

Long-term debt and finance lease obligations

 

$

252,152

 

 

$

335,162

 

(1)

Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.

(2)

The estimated fair value of total debt and finance leases was $222.0 million as of September 30, 2020 and $339.4 million as of December 31, 2019. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements.

(3)

Cash paid for interest on debt was $12.1 million for the nine months ended September 30, 2020 and $8.8 million for the nine months ended September 30, 2019.

(4)

Subsequent to the filing of our 2019 Form 10-K, we identified a correction related to the classification of the 2018 Credit Facility (as defined below) from current to long-term given that the 2018 Credit Facility’s contractual maturity was not within 12 months of the balance sheet date, and we were in compliance with all applicable covenants as of December 31, 2019. As a result, we corrected the classification of the debt on the accompanying condensed consolidated balance sheet and the disclosure related to classification of debt in the table above as of December 31, 2019 to present the 2018 Credit Facility as long-term. Except for this change, the correction had no impact upon this Quarterly Report on Form 10-Q. We determined that the error is not material to the previously issued financial statements.

v3.20.2
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
Summary of Fair Value Assets Measured on Recurring Basis The fair value information related to these assets is summarized in the following tables:

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

September 30, 2020

 

 

Quoted Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

2

 

 

$

2

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

3,136

 

 

 

3,136

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

3,138

 

 

$

3,138

 

 

$

 

 

$

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

December 31, 2019

 

 

Quoted Prices

in Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

123

 

 

$

123

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

3,107

 

 

 

3,107

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

3,230

 

 

$

3,230

 

 

$

 

 

$

 

 

(1)

We include money market funds in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets. We classify these investments as available-for-sale and record them at fair value. There have been no realized gains or losses related to these investments and we have not experienced any redemption restrictions with respect to any of the money market mutual funds.

(2)

We include other mutual funds in “Other investments and assets” in the Condensed Consolidated Balance Sheets.

v3.20.2
Accumulated Other Comprehensive Income (Loss) (Tables)
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (“AOCI”) by component are as follows:

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2019

 

$

(23,799

)

 

$

(11,900

)

 

$

(35,699

)

Other comprehensive loss before reclassifications

 

 

(7,342

)

 

 

 

 

 

(7,342

)

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

354

 

 

 

354

 

Net other comprehensive income (loss)

 

 

(7,342

)

 

 

354

 

 

 

(6,988

)

Balance at September 30, 2020

 

$

(31,141

)

 

$

(11,546

)

 

$

(42,687

)

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2018

 

$

(36,332

)

 

$

(11,643

)

 

$

(47,975

)

Other comprehensive income before reclassifications

 

 

3,868

 

 

 

 

 

 

3,868

 

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

196

 

 

 

196

 

Net other comprehensive income

 

 

3,868

 

 

 

196

 

 

 

4,064

 

Balance at September 30, 2019

 

$

(32,464

)

 

$

(11,447

)

 

$

(43,911

)

 

v3.20.2
Income (Loss) Per Share (Tables)
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Reconciliation of Basic and Diluted Income Per Share

The components of basic and diluted income per share are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands, except per share data)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss) attributable to Viad (diluted)

 

$

(30,758

)

 

$

31,416

 

 

$

(323,621

)

 

$

27,463

 

Less: Allocation to non-vested shares

 

 

 

 

 

(226

)

 

 

 

 

 

(196

)

Convertible preferred stock dividends

 

 

(1,134

)

 

 

 

 

 

(1,134

)

 

 

 

Adjustment to the redemption value of redeemable noncontrolling interest

 

 

(468

)

 

 

(264

)

 

 

(926

)

 

 

(530

)

Net income (loss) allocated to Viad common stockholders (basic)

 

$

(32,360

)

 

$

30,926

 

 

$

(325,681

)

 

$

26,737

 

Basic weighted-average outstanding common shares

 

 

20,293

 

 

 

20,168

 

 

 

20,263

 

 

 

20,129

 

Additional dilutive shares related to share-based compensation

 

 

 

 

 

143

 

 

 

 

 

 

138

 

Diluted weighted-average outstanding shares

 

 

20,293

 

 

 

20,311

 

 

 

20,263

 

 

 

20,267

 

Income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) attributable to Viad common stockholders

 

$

(1.59

)

 

$

1.53

 

 

$

(16.07

)

 

$

1.33

 

Diluted income (loss) attributable to Viad common stockholders(1)

 

$

(1.59

)

 

$

1.53

 

 

$

(16.07

)

 

$

1.33

 

 

(1)

Diluted loss per share amount cannot exceed basic loss per share.

v3.20.2
Pension and Postretirement Benefits (Tables)
9 Months Ended
Sep. 30, 2020
Compensation And Retirement Disclosure [Abstract]  
Components of Net Periodic Benefit Cost of Pension and Postretirement Benefit Plans

The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended September 30, 2020 and 2019 consist of the following:

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

 

 

$

15

 

 

$

7

 

 

$

13

 

 

$

112

 

 

$

101

 

Interest cost

 

 

162

 

 

 

209

 

 

 

64

 

 

 

93

 

 

 

87

 

 

 

92

 

Expected return on plan assets

 

 

(74

)

 

 

(35

)

 

 

 

 

 

 

 

 

(134

)

 

 

(122

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(36

)

 

 

(47

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

130

 

 

 

96

 

 

 

(26

)

 

 

(43

)

 

 

48

 

 

 

37

 

Net periodic benefit cost

 

$

218

 

 

$

285

 

 

$

9

 

 

$

16

 

 

$

113

 

 

$

108

 

The components of net periodic benefit cost of our pension and postretirement benefit plans for the nine months ended September 30, 2020 and 2019 consist of the following:

 

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

 

 

$

46

 

 

$

38

 

 

$

48

 

 

$

330

 

 

$

303

 

Interest cost

 

 

490

 

 

 

646

 

 

 

222

 

 

 

343

 

 

 

254

 

 

 

281

 

Expected return on plan assets

 

 

(109

)

 

 

(74

)

 

 

 

 

 

 

 

 

(394

)

 

 

(364

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(109

)

 

 

(141

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

395

 

 

 

302

 

 

 

13

 

 

 

84

 

 

 

138

 

 

 

111

 

Net periodic benefit cost

 

$

776

 

 

$

920

 

 

$

164

 

 

$

334

 

 

$

328

 

 

$

331

 

v3.20.2
Restructuring Charges (Tables)
9 Months Ended
Sep. 30, 2020
Restructuring And Related Activities [Abstract]  
Changes to Restructuring Liability by Major Restructuring Activity

Changes to the restructuring liability by major restructuring activity are as follows:

 

 

 

GES

 

 

Other Restructurings

 

 

 

 

 

(in thousands)

 

Severance &

Employee

Benefits

 

 

Facilities

 

 

Severance &

Employee

Benefits

 

 

Total

 

Balance at December 31, 2019

 

$

2,935

 

 

$

1,339

 

 

$

239

 

 

$

4,513

 

Restructuring charges

 

 

5,332

 

 

 

6,039

 

 

 

999

 

 

 

12,370

 

Cash payments

 

 

(3,261

)

 

 

(197

)

 

 

(569

)

 

 

(4,027

)

Non-cash items(1)

 

 

 

 

 

(5,152

)

 

 

 

 

 

(5,152

)

Adjustment to liability

 

 

(54

)

 

 

(17

)

 

 

(612

)

 

 

(683

)

Balance at September 30, 2020

 

$

4,952

 

 

$

2,012

 

 

$

57

 

 

$

7,021

 

(1)

Represents the FX impact related to the closure and liquidation of GES’ United Kingdom-based audio-visual services business during the three months ended September 30, 2020.

v3.20.2
Leases and Other (Tables)
9 Months Ended
Sep. 30, 2020
Leases [Abstract]  
Summary of Balance Sheet Presentation of Operating and Finance Leases

The balance sheet presentation of our operating and finance leases is as follows:

 

 

 

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

Classification on the Condensed Consolidated Balance Sheet

 

2020

 

 

2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Operating lease right-of-use assets

 

$

88,394

 

 

$

103,314

 

Finance lease assets

 

Property and equipment, net

 

 

22,786

 

 

 

25,350

 

Total lease assets

 

 

 

$

111,180

 

 

$

128,664

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Operating lease obligations

 

$

17,872

 

 

$

22,180

 

Finance lease obligations

 

Current portion of debt and finance lease obligations

 

 

2,895

 

 

 

3,386

 

Noncurrent:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Long-term operating lease obligations

 

 

73,688

 

 

 

82,851

 

Finance lease obligations

 

Long-term debt and finance lease obligations

 

 

20,123

 

 

 

21,871

 

Total lease liabilities

 

 

 

$

114,578

 

 

$

130,288

 

 

Components of Lease Expense

The components of lease expense consisted of the following:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

926

 

 

$

697

 

 

$

2,767

 

 

$

1,895

 

Interest on lease liabilities

 

 

429

 

 

 

130

 

 

 

1,258

 

 

 

379

 

Operating lease cost

 

 

6,596

 

 

 

6,625

 

 

 

20,235

 

 

 

19,456

 

Short-term lease cost

 

 

123

 

 

 

571

 

 

 

465

 

 

 

1,348

 

Variable lease cost

 

 

1,557

 

 

 

1,478

 

 

 

4,615

 

 

 

4,695

 

Sublease income(1)

 

 

 

 

 

226

 

 

 

 

 

 

 

Total lease cost, net

 

$

9,631

 

 

$

9,727

 

 

$

29,340

 

 

$

27,773

 

 

(1)  Sublease income excludes rental income from owned assets, which is recorded in revenue.

Schedule of Other Information Related to Operating and Finance Leases

Other information related to operating and finance leases are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

5,644

 

 

$

7,250

 

 

$

18,268

 

 

$

20,853

 

Operating cash flows from finance leases

 

$

839

 

 

$

210

 

 

$

1,705

 

 

$

459

 

Financing cash flows from finance leases

 

$

665

 

 

$

525

 

 

$

2,235

 

 

$

1,537

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

$

(3,059

)

 

$

49,123

 

 

$

1,018

 

 

$

62,375

 

Finance leases

 

$

126

 

 

$

14,893

 

 

$

1,894

 

 

$

35,844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

Weighted-average remaining lease term (years):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

 

 

 

 

 

 

8.30

 

 

 

8.17

 

Finance leases

 

 

 

 

 

 

 

 

 

 

13.58

 

 

 

14.01

 

Weighted-average discount rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

 

 

 

 

 

 

5.89

%

 

 

5.77

%

Finance leases

 

 

 

 

 

 

 

 

 

 

7.91

%

 

 

7.73

%

Schedule of Estimated Future Minimum Lease Payments Under Non-cancellable Leases Excluding Variable Leases and Variable Non-lease Components

As of September 30, 2020, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, are as follows:

 

(in thousands)

 

Operating Leases

 

 

Finance Leases

 

 

Total

 

Remainder of 2020

 

$

6,188

 

 

$

1,458

 

 

$

7,646

 

2021

 

 

20,043

 

 

 

4,284

 

 

 

24,327

 

2022

 

 

15,844

 

 

 

3,796

 

 

 

19,640

 

2023

 

 

13,407

 

 

 

3,276

 

 

 

16,683

 

2024

 

 

10,265

 

 

 

2,609

 

 

 

12,874

 

Thereafter

 

 

54,410

 

 

 

23,556

 

 

 

77,966

 

Total future lease payments

 

 

120,157

 

 

 

38,979

 

 

 

159,136

 

Less: Amount representing interest

 

 

(28,597

)

 

 

(15,961

)

 

 

(44,558

)

Present value of minimum lease payments

 

 

91,560

 

 

 

23,018

 

 

 

114,578

 

Current portion

 

 

17,872

 

 

 

2,895

 

 

 

20,767

 

Long-term portion

 

$

73,688

 

 

$

20,123

 

 

$

93,811

 

Schedule of Estimated Future Minimum Rentals Under Non-cancellable Leases

As of September 30, 2020, the estimated future minimum rentals under non-cancellable leases, which includes rental income from facilities that we own, are as follows:

 

(in thousands)

 

 

 

 

Remainder of 2020

 

$

431

 

2021

 

 

1,499

 

2022

 

 

1,046

 

2023

 

 

830

 

2024

 

 

612

 

Thereafter

 

 

1,765

 

Total minimum rents

 

$

6,183

 

v3.20.2
Redeemable Noncontrolling Interest (Tables)
9 Months Ended
Sep. 30, 2020
Noncontrolling Interest [Abstract]  
Summary of Changes in Redeemable Noncontrolling Interest

Changes in the redeemable noncontrolling interest are as follows:

 

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

6,172

 

Net loss attributable to redeemable noncontrolling interest

 

 

(1,023

)

Adjustment to the redemption value

 

 

926

 

Foreign currency translation adjustment

 

 

(804

)

Balance at September 30, 2020

 

$

5,271

 

 

v3.20.2
Segment Information (Tables)
9 Months Ended
Sep. 30, 2020
Segment Reporting [Abstract]  
Reconciliation of income statement items from reportable segments

Our reportable segments, with reconciliations to consolidated totals, are as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

$

11,767

 

 

$

185,124

 

 

$

273,423

 

 

$

666,825

 

GES EMEA

 

 

2,774

 

 

 

39,300

 

 

 

52,096

 

 

 

156,473

 

Intersegment eliminations

 

 

(284

)

 

 

(5,724

)

 

 

(3,258

)

 

 

(14,731

)

Total GES

 

 

14,257

 

 

 

218,700

 

 

 

322,261

 

 

 

808,567

 

Pursuit

 

 

48,815

 

 

 

135,043

 

 

 

67,602

 

 

 

201,119

 

Total revenue

 

$

63,072

 

 

$

353,743

 

 

$

389,863

 

 

$

1,009,686

 

Segment operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

$

(10,986

)

 

$

(8,562

)

 

$

(28,194

)

 

$

22,635

 

GES EMEA

 

 

(7,262

)

 

 

(3,024

)

 

 

(11,256

)

 

 

2,775

 

Total GES

 

 

(18,248

)

 

 

(11,586

)

 

 

(39,450

)

 

 

25,410

 

Pursuit

 

 

11,467

 

 

 

66,392

 

 

 

(26,499

)

 

 

64,710

 

Segment operating income (loss)

 

 

(6,781

)

 

 

54,806

 

 

 

(65,949

)

 

 

90,120

 

Corporate eliminations (1)

 

 

16

 

 

 

16

 

 

 

48

 

 

 

49

 

Corporate activities

 

 

(2,645

)

 

 

(2,680

)

 

 

(5,902

)

 

 

(7,795

)

Operating income (loss)

 

 

(9,410

)

 

 

52,142

 

 

 

(71,803

)

 

 

82,374

 

Interest income

 

 

58

 

 

 

79

 

 

 

313

 

 

 

260

 

Interest expense

 

 

(5,508

)

 

 

(3,740

)

 

 

(14,712

)

 

 

(9,612

)

Multi-employer pension plan withdrawal

 

 

 

 

 

 

 

 

(462

)

 

 

(15,508

)

Other expense

 

 

(210

)

 

 

(281

)

 

 

(894

)

 

 

(1,192

)

Restructuring recoveries (charges):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

 

(2,310

)

 

 

(881

)

 

 

(2,277

)

 

 

(5,139

)

GES EMEA

 

 

(8,376

)

 

 

(759

)

 

 

(9,094

)

 

 

(1,501

)

Pursuit

 

 

12

 

 

 

 

 

 

(45

)

 

 

 

Corporate

 

 

(585

)

 

 

(62

)

 

 

(954

)

 

 

(205

)

Impairment charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES North America

 

 

 

 

 

 

 

 

(171,094

)

 

 

 

GES EMEA

 

 

(676

)

 

 

 

 

 

(30,225

)

 

 

 

Pursuit

 

 

 

 

 

 

 

 

(1,757

)

 

 

 

Legal settlement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GES

 

 

 

 

 

 

 

 

 

 

 

(8,500

)

Income (loss) from continuing operations before income taxes

 

$

(27,005

)

 

$

46,498

 

 

$

(303,004

)

 

$

40,977

 

(1)

Corporate eliminations represent the elimination of depreciation expense recorded by Pursuit associated with previously eliminated intercompany profit realized by GES for renovations to Pursuit’s Banff Gondola.

v3.20.2
Overview and Basis of Presentation - Narrative (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended
Aug. 05, 2020
USD ($)
$ / shares
Jun. 30, 2020
USD ($)
Jun. 30, 2020
USD ($)
Sep. 30, 2020
USD ($)
Segment
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Overview And Summary Of Significant Accounting Policies [Line Items]            
Number of reportable segments | Segment       3    
Initial Investment $ 135,000          
Fees $ 9,200          
Cash Dividends Payable Percentage 5.50%          
Frequency of periodic payment of cumulative dividend quarterly          
Conversion price per share | $ / shares $ 21.25          
Preferred stock redemption term additional Convertible Preferred Stock, which we may access during the 12 months          
Minimum liquidity requirement $ 125,000          
Fees related to the amendment $ 1,700          
Pledge percentage of capital stock 100.00%          
Non-cash goodwill impairment charge       $ 186,075    
Goodwill       $ 96,931   $ 287,983
Percentage of non equity ownership related redeemable noncontrolling interests       54.50%    
Glacier Park Inc            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Percentage of non-equity ownership related to non-redeemable noncontrolling interests       20.00%    
Mountain Park Lodges            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Percentage of non-equity ownership related to non-redeemable noncontrolling interests       40.00%    
Geothermal Lagoon Attraction            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Percentage of non-equity ownership related to non-redeemable noncontrolling interests       49.00%    
GES            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Non-cash goodwill impairment charge   $ 113,100 $ 186,100      
Goodwill       $ 96,900    
Pursuit            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Non-cash goodwill impairment charge       1,757    
Goodwill       $ 96,931   $ 101,878
Scenario Forecast            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Minimum liquidity requirement         $ 100,000  
LIBOR rate [Member]            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Variable rate 3.50%          
Maximum            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Proceeds from issuance of additional preferred stock $ 45,000          
Lease expiration period       23 years    
Maximum | Land            
Overview And Summary Of Significant Accounting Policies [Line Items]            
Lease expiration period       47 years    
v3.20.2
Overview and Basis of Presentation - Schedule of Corrections to Prior Period Adjustments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Total revenue $ 63,072 $ 353,743 $ 389,863 $ 1,009,686
Services        
Total revenue 43,702 291,701 335,383 858,071
Costs and expenses 51,730 247,551 395,432 785,131
GES        
Total revenue $ 14,257 218,700 $ 322,261 808,567
Previously Reported | Services        
Total revenue   300,446   898,746
Costs and expenses   256,296   825,806
Revision Of Prior Period Error Correction Adjustment | GES | Services | North America        
Total revenue   (6,859)   (32,081)
Costs and expenses   (6,859)   (32,081)
Revision Of Prior Period Error Correction Adjustment | GES | Services | EMEA        
Total revenue   (1,886)   (8,594)
Costs and expenses   $ (1,886)   $ (8,594)
v3.20.2
Revenue and Related Contract Costs and Contract Liabilities - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Disaggregation Of Revenue [Line Items]        
Revenue recognition description of capitalized contract costs     Capitalized contract costs are expensed upon the transfer of the related goods or services and are included in cost of services or cost of products, as applicable  
Capitalized contract costs to obtain contracts $ 1,200,000   $ 1,200,000  
Capitalized contract costs to fulfill contracts 10,900,000   10,900,000  
Impairment loss on capitalized contract costs $ 0 $ 0 $ 0 $ 0
GES        
Disaggregation Of Revenue [Line Items]        
Performance obligation description of payment terms     Payment terms are generally within 30-60 days and contain no significant financing components  
GES | Minimum [Member]        
Disaggregation Of Revenue [Line Items]        
Performance obligation payment terms     30 days  
GES | Maximum        
Disaggregation Of Revenue [Line Items]        
Performance obligation payment terms     60 days  
Pursuit        
Disaggregation Of Revenue [Line Items]        
Performance obligation description of payment terms     When we extend credit, payment terms are generally within 30 days and contain no significant financing components  
Performance obligation payment terms     30 days  
v3.20.2
Revenue and Related Contract Costs and Contract Liabilities - Summary of Changes in Contract Liabilities (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Revenue From Contract With Customer [Abstract]  
Balance at December 31, 2019 $ 50,796
Cash additions 130,018
Revenue recognized (162,954)
Foreign exchange translation adjustment (84)
Balance at September 30, 2020 $ 17,776
v3.20.2
Revenue and Related Contract Costs and Contract Liabilities - Summary of Changes in Contract Costs (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Revenue From Contract With Customer [Abstract]  
Balance at December 31, 2019 $ 28,496
Additions 16,710
Expenses (22,774)
Cancelled (9,840)
Foreign exchange translation adjustment (479)
Balance at September 30, 2020 $ 12,113
v3.20.2
Revenue and Related Contract Costs and Contract Liabilities - Disaggregate GES and Pursuit Revenue by Major Product Line Timing of Revenue Recognition and Markets Served (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Disaggregation Of Revenue [Line Items]        
Total revenue $ 63,072 $ 353,743 $ 389,863 $ 1,009,686
GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 14,257 218,700 322,261 808,567
GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 14,257 218,700 322,261 808,567
GES | Intersegment Eliminations        
Disaggregation Of Revenue [Line Items]        
Total revenue (284) (5,724) (3,258) (14,731)
Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 48,815 135,043 67,602 201,119
Pursuit | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 48,815 135,043 67,602 201,119
Pursuit | Intersegment Eliminations        
Disaggregation Of Revenue [Line Items]        
Total revenue (144) (671) (261) (1,355)
North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 11,767 185,124 273,423 666,825
EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 2,774 39,300 52,096 156,473
Services Transferred Over Time | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 12,296 192,855 289,788 709,832
Services Transferred Over Time | GES | Intersegment Eliminations        
Disaggregation Of Revenue [Line Items]        
Total revenue (284) (5,724) (3,258) (14,731)
Services Transferred Over Time | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 31,406 98,846 45,595 148,239
Services Transferred Over Time | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 10,203 172,224 252,021 616,176
Services Transferred Over Time | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 2,377 26,355 41,025 108,387
Products Transferred Over Time | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 247 [1] 12,863 [2] 13,442 [1] 44,196 [2]
Products Transferred Over Time | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 232 [1] 10,558 [2] 11,035 [1] 33,601 [2]
Products Transferred Over Time | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 15 [1] 2,305 [2] 2,407 [1] 10,595 [2]
Products Transferred at a Point in Time | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,714 12,982 19,031 54,539
Products Transferred at a Point in Time | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 17,409 36,197 22,007 52,880
Products Transferred at a Point in Time | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,332 2,342 10,367 17,048
Products Transferred at a Point in Time | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 382 10,640 8,664 37,491
Core Services | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 9,990 169,261 258,764 618,200
Core Services | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 7,987 148,722 225,414 531,485
Core Services | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 2,003 20,539 33,350 86,715
Audio Visual | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 893 23,144 22,210 76,494
Audio Visual | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 933 18,742 18,661 61,323
Audio Visual | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue (40) 4,402 3,549 15,171
Event Technology | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,697 6,174 12,072 29,869
Event Technology | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,283 4,760 7,946 23,368
Event Technology | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 414 1,414 4,126 6,501
Total Services | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 12,296 192,855 289,788 709,832
Total Services | GES | Intersegment Eliminations        
Disaggregation Of Revenue [Line Items]        
Total revenue (284) (5,724) (3,258) (14,731)
Total Services | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 31,406 98,846 45,595 148,239
Total Services | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 10,203 172,224 252,021 616,176
Total Services | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 2,377 26,355 41,025 108,387
Core Products | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,961 25,845 32,473 98,735
Core Products | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,564 12,900 21,402 50,649
Core Products | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 397 12,945 11,071 48,086
Exhibitions | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 7,213 108,729 242,672 468,295
Exhibitions | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 4,890 79,589 203,671 349,106
Exhibitions | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 2,323 29,140 39,001 119,189
Conferences | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,466 65,475 47,244 212,805
Conferences | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,099 60,537 39,626 195,635
Conferences | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 367 4,938 7,618 17,170
Corporate Events | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 4,604 44,390 29,320 121,690
Corporate Events | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 4,537 39,370 24,012 102,525
Corporate Events | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 67 5,020 5,308 19,165
Consumer Events | GES        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,258 5,830 6,283 20,508
Consumer Events | North America | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 1,241 5,628 6,114 19,559
Consumer Events | EMEA | GES | Operating Segments        
Disaggregation Of Revenue [Line Items]        
Total revenue 17 202 169 949
Accommodations | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 18,021 41,292 23,994 56,636
Admissions | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 12,229 49,353 17,865 76,034
Transportation | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 445 6,868 2,513 12,817
Travel Planning | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 855 2,004 1,484 4,107
Food and Beverage | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 6,783 19,333 9,047 28,903
Retail Operations | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 10,626 16,864 12,960 23,977
Products        
Disaggregation Of Revenue [Line Items]        
Total revenue 19,370 62,042 54,480 151,615
Products | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 17,409 36,197 22,007 52,880
Banff Jasper Collection | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 26,395 75,337 39,234 116,433
Alaska Collection | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 5,436 26,909 6,167 39,287
Glacier Park Collection | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue 14,929 28,098 16,813 36,296
FlyOver | Pursuit        
Disaggregation Of Revenue [Line Items]        
Total revenue $ 2,055 $ 4,699 $ 5,388 $ 9,103
[1] GES’ graphics product revenue is earned over time over the duration of the event as it is considered a part of the single performance obligation satisfied over time.
[2] GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.
v3.20.2
Share-Based Compensation - Narrative (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Repurchase of common stock for employee tax withholding obligations amount $ 1,062 $ 3,019  
Recognition period of unrecognized cost 2 years 6 months    
Requisite service period 3 years    
Total unrecognized compensation cost related to non-vested stock option awards $ 1,600    
Granted 204,150   0
Minimum      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Share based compensation arrangement performance period 1 year 4 months 24 days    
Maximum      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Share based compensation arrangement performance period 3 years 4 months 24 days    
2017 Plan      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Useful Term of the plan 10 years    
Common stock shares issuable 1,750,000    
Shares available for grant 1,077,197    
2007 Plan      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Award vesting period 3 years    
2007 Plan | Performance Unit Incentive Plan ("PUP")      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Shares available for grant 0    
Awards with grant date fair value during the period $ 4,800    
Stock value payable 1,800    
Liability awards recorded 400   $ 5,300
Payments to employees 2,600   5,600
Paid to employees as shares     $ 3,400
Repurchase of common stock for employee tax withholding obligations amount, shares     25,771
Repurchase of common stock for employee tax withholding obligations amount     $ 1,500
2007 Plan | Restricted Stock Awards And Restricted Stock Units      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Payments to employees 200 300  
Paid to employees as shares $ 800 $ 200  
Repurchase of common stock for employee tax withholding obligations amount, shares 17,961 24,586  
Repurchase of common stock for employee tax withholding obligations amount $ 1,100 $ 1,400  
Unamortized cost $ 2,600    
Recognition period of unrecognized cost 1 year 2 months 12 days    
Liabilities related to restricted stock $ 800   $ 400
v3.20.2
Share-Based Compensation - Summary of Share-Based Compensation (income) expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Summary of share-based compensation expense        
Share-based compensation expense before income tax $ 1,937 $ 1,831 $ 649 $ 6,448
Income tax benefit [1]   (460)   (1,625)
Share-based compensation expense, net of income tax 1,937 1,371 649 4,823
Performance Unit Incentive Plan ("PUP")        
Summary of share-based compensation expense        
Share-based compensation expense before income tax 149 1,033 (2,596) 4,013
Restricted Stock Awards And Restricted Stock Units        
Summary of share-based compensation expense        
Share-based compensation expense before income tax 1,698 $ 798 3,155 $ 2,435
Stock Options        
Summary of share-based compensation expense        
Share-based compensation expense before income tax $ 90   $ 90  
[1]

There was no income tax benefit for the three and nine months ended September 30, 2020 due to the valuation allowance on our deferred tax assets. Refer to Note 16 – Income Taxes.

v3.20.2
Share-Based Compensation - Summary of Activity of the Outstanding PUP Awards (Details) - Performance Unit Incentive Plan ("PUP")
9 Months Ended
Sep. 30, 2020
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Beginning Balance, shares | shares 59,714
Granted, shares | shares 32,367
Ending Balance, shares | shares 92,081
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.10
Granted, Weighted-Average Grant Date Fair Value | $ / shares 56.23
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 55.49
Beginning Balance, shares | shares 155,190
Granted, shares | shares 52,531
Vested, shares | shares (67,866)
Forfeited, shares | shares (18,370)
Ending Balance, shares | shares 121,485
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.53
Granted, Weighted-Average Grant Date Fair Value | $ / shares 56.10
Vested, Weighted-Average Grant Date Fair Value | $ / shares 47.43
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 56.40
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 55.08
v3.20.2
Share-Based Compensation - Summary of Activity of the Outstanding Restricted Stock Awards And Restricted Stock Units (Details)
9 Months Ended
Sep. 30, 2020
$ / shares
shares
Restricted Stock Awards  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Granted, shares | shares 232,435
Vested, shares | shares (38,982)
Forfeited, shares | shares (2,183)
Ending Balance, shares | shares 191,270
Granted, Weighted-Average Grant Date Fair Value | $ / shares $ 19.44
Vested, Weighted-Average Grant Date Fair Value | $ / shares 19.30
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 19.30
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 19.47
Beginning Balance, shares | shares 11,623
Granted, shares | shares 3,952
Vested, shares | shares (2,815)
Forfeited, shares | shares (1,634)
Ending Balance, shares | shares 11,126
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.17
Granted, Weighted-Average Grant Date Fair Value | $ / shares 50.43
Vested, Weighted-Average Grant Date Fair Value | $ / shares 47.45
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 56.59
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.10
Restricted Stock Units  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Beginning Balance, shares | shares 136,123
Granted, shares | shares 55,171
Vested, shares | shares (64,684)
Forfeited, shares | shares (15,192)
Ending Balance, shares | shares 111,418
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.66
Granted, Weighted-Average Grant Date Fair Value | $ / shares 51.06
Vested, Weighted-Average Grant Date Fair Value | $ / shares 49.85
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 56.54
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.97
v3.20.2
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Options outstanding and exercisable    
Options outstanding and exercisable Beginning Balance, Shares   41,143
Granted 204,150 0
Exercised, Shares (41,143)  
Options outstanding at September 30, 2020 204,150  
Weighted-Average Exercise Price    
Options outstanding and exercisable Beginning Balance, Weighted-Average Exercise Price   $ 16.62
Granted $ 19.98  
Exercised, Weighted-Average Exercise Price 16.62  
Options outstanding at September 30, 2020 $ 19.98  
Aggregate intrinsic value of options outstanding at September 30, 2020 [1] $ 229,500  
[1] The aggregate intrinsic value of stock options outstanding represents the difference between our closing stock price at the end of the reporting period and the exercise price, multiplied by the number of in-the-money stock options.
v3.20.2
Share Based Compensation - Summary of Options Outstanding and Exercisable (Details)
9 Months Ended
Sep. 30, 2020
$ / shares
shares
Exercise Price Range One  
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]  
Range of exercise prices $ 19.30
Shares | shares 150,000
Weighted-Average Remaining Contractual Life (in years) 8 years 3 months
Weighted-Average Exercise Price $ 19.30
Exercise Price Range Two  
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]  
Range of exercise prices $ 21.85
Shares | shares 54,150
Weighted-Average Remaining Contractual Life (in years) 6 years 10 months 28 days
Weighted-Average Exercise Price $ 21.85
Exercise Price Range Three  
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]  
Range of exercise prices 19.30
Range of exercise prices $ 21.85
Shares | shares 204,150
Weighted-Average Remaining Contractual Life (in years) 7 years 10 months 20 days
Weighted-Average Exercise Price $ 19.98
v3.20.2
Share Based Compensation - Assumptions Used in the Black-Scholes Option Pricing Model to Estimate the Fair Value of Each Stock Option Grant (Details) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]    
Risk-free interest rate, Minimum 0.27%  
Risk-free interest rate, Maximum 0.31%  
Expected volatility, Minimum 46.90%  
Expected volatility, Maximum 52.20%  
Weighted average grant-date fair value per share of options granted $ 8.38  
Cash received from exercise of options (in thousands) $ 2,077 $ 92
Minimum    
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]    
Expected life 4 years 3 months 18 days  
Maximum    
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]    
Expected life 5 years 4 months 24 days  
v3.20.2
Acquisitions - Narrative (Details)
$ in Thousands, $ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Jul. 25, 2019
USD ($)
Jun. 08, 2019
USD ($)
Hotel
Jun. 08, 2019
CAD ($)
Hotel
May 16, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Business Acquisition [Line Items]                  
Operating loss         $ (9,410) $ 52,142 $ (71,803) $ 82,374  
Total revenue         63,072 353,743 389,863 1,009,686  
Pursuit                  
Business Acquisition [Line Items]                  
Total revenue         48,815 $ 135,043 67,602 $ 201,119  
Belton Chalet                  
Business Acquisition [Line Items]                  
Purchase price       $ 3,200          
Acquisition related costs       $ 300          
Business acquisition date       May 16, 2019          
Mountain Park Lodges                  
Business Acquisition [Line Items]                  
Acquisition related costs                 $ 900
Business acquisition date   Jun. 08, 2019 Jun. 08, 2019            
Percentage of controlling interest acquired   60.00% 60.00%            
Number of hotels acquired | Hotel   7 7            
Total consideration   $ 76,000 $ 100.6            
Percentage of operations results consolidated to financial statements   100.00% 100.00%            
Percentage of non-redeemable noncontrolling portion of income (loss) recorded in financial statements   40.00% 40.00%            
Operating loss         4,400   200    
Total revenue         $ 8,900   $ 12,900    
Identifiable intangible assets acquired   $ 20,200              
Weighted average amortization period   30 years 9 months 18 days 30 years 9 months 18 days            
New Sky Lagoon Attraction | Pursuit | Sky Lagoon Attraction                  
Business Acquisition [Line Items]                  
Percentage of controlling interest acquired 51.00%                
Payments to acquire controlling interest $ 13,200                
v3.20.2
Acquisitions - Schedule of Proforma Results of Operations (Details) - Mountain Park Lodges - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Business Acquisition [Line Items]    
Revenue $ 362,488 $ 1,058,622
Depreciation and amortization 16,347 46,695
Income from continuing operations 34,607 28,709
Net income attributable to Viad $ 31,416 $ 26,765
Diluted income per share $ 1.53 $ 1.29
Basic income per share $ 1.53 $ 1.29
v3.20.2
Inventories - Components of Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Components of Inventories    
Raw materials $ 10,796 $ 11,788
Finished goods 5,500 5,481
Inventories $ 16,296 $ 17,269
v3.20.2
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]    
Prepaid software maintenance $ 4,045 $ 3,875
Prepaid insurance 2,565 5,573
Prepaid vendor payments 2,106 4,698
Prepaid taxes 1,087 917
Income tax receivable 162 13,250
Prepaid other 2,097 1,904
Other 4,134 637
Other current assets $ 16,196 $ 30,854
v3.20.2
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Property Plant And Equipment [Line Items]    
Gross property and equipment $ 807,115 $ 829,525
Accumulated depreciation (352,456) (353,974)
Property and equipment, net (excluding finance leases) 454,659 475,551
Finance lease right-of-use assets, net 22,786 25,350
Property and equipment, net 477,445 500,901
Land and land interests    
Property Plant And Equipment [Line Items]    
Gross property and equipment 32,481 34,532
Buildings and leasehold improvements    
Property Plant And Equipment [Line Items]    
Gross property and equipment 374,549 377,754
Equipment and other    
Property Plant And Equipment [Line Items]    
Gross property and equipment $ 400,085 $ 417,239
v3.20.2
Property and Equipment - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Property Plant And Equipment [Line Items]        
Depreciation expense $ 11,500 $ 12,700 $ 35,100 $ 34,000
Amortization expense on finance lease assets 926 $ 697 2,767 1,895
Property and equipment purchased through accounts payable and accrued liabilities, decreased amount     $ 6,300 $ 2,000
Capitalized Software        
Property Plant And Equipment [Line Items]        
Fixed asset impairment charges $ 700      
v3.20.2
Other Investments and Assets - Summary of Other Investments and Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Investments All Other Investments [Abstract]    
Self-insured liability receivable $ 9,982 $ 9,982
Contract costs 4,464 3,961
Other mutual funds 3,136 3,107
Cash surrender value of life insurance   24,873
Other 2,355 3,196
Other investments and assets $ 19,937 $ 45,119
v3.20.2
Goodwill and Other Intangible Assets - Summary of Goodwill Balances by Component and Segment (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Goodwill [Line Items]  
Balance, beginning $ 287,983
Goodwill impairment (186,075)
Foreign currency translation adjustments (4,977)
Balance, ending 96,931
GES North America  
Goodwill [Line Items]  
Balance, beginning 155,276
Goodwill impairment (155,276)
GES EMEA  
Goodwill [Line Items]  
Balance, beginning 30,829
Goodwill impairment (29,042)
Foreign currency translation adjustments (1,787)
Pursuit  
Goodwill [Line Items]  
Balance, beginning 101,878
Goodwill impairment (1,757)
Foreign currency translation adjustments (3,190)
Balance, ending $ 96,931
v3.20.2
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Segment Reporting Information [Line Items]              
Income tax benefit related to goodwill impairment charges     $ 12,400        
Full Impairement Charges   $ 113,100          
Remaining goodwill balance $ 96,931       $ 96,931   $ 287,983
Impairment charge to intangible assets         15,700    
Services              
Segment Reporting Information [Line Items]              
Intangible asset amortization expense 1,500     $ 2,900 5,200 $ 8,200  
G E S U S              
Segment Reporting Information [Line Items]              
Goodwill impairment     41,900        
GES EMEA              
Segment Reporting Information [Line Items]              
Goodwill impairment     29,000        
Remaining goodwill balance             30,829
Pursuit Glacier Park Collection              
Segment Reporting Information [Line Items]              
Goodwill impairment     $ 1,800        
Pursuit              
Segment Reporting Information [Line Items]              
Remaining goodwill balance $ 96,931       $ 96,931   $ 101,878
v3.20.2
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Gross Carrying Value $ 101,038 $ 142,894
Intangible assets subject to amortization, Accumulated Amortization (32,968) (49,157)
Intangible assets subject to amortization, Net Carrying Value 68,070 93,737
Other intangible assets, Gross Carrying Value 101,606 143,465
Other intangible assets, Net Carrying Value $ 68,638 94,308
Customer contracts and relationships    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 6 years 4 months 24 days  
Intangible assets subject to amortization, Gross Carrying Value $ 40,006 72,219
Intangible assets subject to amortization, Accumulated Amortization (27,381) (40,866)
Intangible assets subject to amortization, Net Carrying Value $ 12,625 31,353
Operating contracts and licenses    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 36 years 9 months 18 days  
Intangible assets subject to amortization, Gross Carrying Value $ 39,156 43,329
Intangible assets subject to amortization, Accumulated Amortization (2,258) (1,881)
Intangible assets subject to amortization, Net Carrying Value $ 36,898 41,448
In-place lease    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 13 years 9 months 18 days  
Intangible assets subject to amortization, Gross Carrying Value $ 14,670 15,044
Intangible assets subject to amortization, Accumulated Amortization (532) (231)
Intangible assets subject to amortization, Net Carrying Value $ 14,138 14,813
Tradenames    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 5 years 6 months  
Intangible assets subject to amortization, Gross Carrying Value $ 5,687 9,423
Intangible assets subject to amortization, Accumulated Amortization (2,155) (4,338)
Intangible assets subject to amortization, Net Carrying Value $ 3,532 5,085
Non-compete agreements    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 1 year 3 months 18 days  
Intangible assets subject to amortization, Gross Carrying Value $ 736 2,077
Intangible assets subject to amortization, Accumulated Amortization (552) (1,775)
Intangible assets subject to amortization, Net Carrying Value $ 184 302
Other    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 7 years 4 months 24 days  
Intangible assets subject to amortization, Gross Carrying Value $ 783 802
Intangible assets subject to amortization, Accumulated Amortization (90) (66)
Intangible assets subject to amortization, Net Carrying Value 693 736
Business licenses    
Finite-Lived Intangible Assets, Net [Abstract]    
Indefinite-lived intangible assets, Gross Carrying Value $ 568 $ 571
v3.20.2
Goodwill and Other Intangible Assets - Estimated Future Amortization Expense Related to Intangible Assets Subject to Amortization (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Estimated amortization expense related to amortized intangible assets    
Remainder of 2020 $ 1,278  
2021 5,089  
2022 4,968  
2023 4,322  
2024 3,383  
Thereafter 49,030  
Intangible assets subject to amortization, Net Carrying Value $ 68,070 $ 93,737
v3.20.2
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Continuing operations:    
Self-insured liability $ 6,227 $ 5,668
Accrued restructuring 4,574 2,130
Accrued sales and use taxes 2,914 5,451
Commissions payable 2,541 8,274
Accrued employee benefit costs 2,108 3,564
Current portion of pension and postretirement liabilities 1,722 1,899
Accrued professional fees 1,137 1,248
Accrued legal settlement   2,500
Accrued dividends   2,019
Other taxes 1,655 278
Accommodation services deposits 506 959
Other 6,204 5,187
Total continuing operations 29,588 39,177
Discontinued operations:    
Self-insured liability 422 260
Environmental remediation liabilities 60 311
Other 57 76
Total discontinued operations 539 647
Total other current liabilities $ 30,127 $ 39,824
v3.20.2
Other Deferred Items and Liabilities - Summary of Other Deferred Items and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Continuing operations:    
Foreign deferred tax liability $ 25,127 $ 32,570
Multi-employer pension plan withdrawal liability 15,970 15,693
Self-insured excess liability 9,982 9,982
Self-insured liability 8,046 8,682
Accrued compensation 4,806 7,485
Accrued restructuring 2,447 2,383
Contract liabilities 623 125
Other 3,487 2,423
Total continuing operations 70,488 79,343
Discontinued operations:    
Environmental remediation liabilities 2,186 1,964
Self-insured liability 1,824 2,018
Other 676 382
Total discontinued operations 4,686 4,364
Total other deferred items and liabilities $ 75,174 $ 83,707
v3.20.2
Debt and Finance Lease Obligations - Schedule of Long-term Debt and Finance Lease Obligations (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Less unamortized debt issuance costs $ (2,953) $ (1,836)
Total debt [1] 233,174 315,235
Finance lease obligations, 7.9% weighted-average interest rate at September 30, 2020 and 7.7% at December 31, 2019, due through 2039 23,018 25,257
Total debt and finance lease obligations [2] 256,192 340,492
Current portion [3] (4,040) (5,330)
Long-term debt and finance lease obligations 252,152 335,162
FlyOver Iceland Credit Facility    
Debt Instrument [Line Items]    
Credit facility [4] 5,584 5,607
2018 Credit Agreement | Revolving Credit Facility    
Debt Instrument [Line Items]    
Credit facility [4] $ 230,543 $ 311,464
[1] The estimated fair value of total debt and finance leases was $222.0 million as of September 30, 2020 and $339.4 million as of December 31, 2019. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements
[2] Cash paid for interest on debt was $12.1 million for the nine months ended September 30, 2020 and $8.8 million for the nine months ended September 30, 2019.
[3] Subsequent to the filing of our 2019 Form 10-K, we identified a correction related to the classification of the 2018 Credit Facility (as defined below) from current to long-term given that the 2018 Credit Facility’s contractual maturity was not within 12 months of the balance sheet date, and we were in compliance with all applicable covenants as of December 31, 2019. As a result, we corrected the classification of the debt on the accompanying condensed consolidated balance sheet and the disclosure related to classification of debt in the table above as of December 31, 2019 to present the 2018 Credit Facility as long-term. Except for this change, the correction had no impact upon this Quarterly Report on Form 10-Q. We determined that the error is not material to the previously issued financial statements.
[4] Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
v3.20.2
Debt and Finance Lease Obligations - Schedule of Long-term Debt and Finance Lease Obligations (Parenthetical) (Details) - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Debt Instrument [Line Items]      
Weighted average interest rate on long term debt 7.90%   7.70%
Fair value of debt $ 222.0   $ 339.4
Cash paid for interest on debt $ 12.1 $ 8.8  
Current revolving credit facility maturity period 12 months   12 months
FlyOver Iceland Credit Facility      
Debt Instrument [Line Items]      
Weighted average interest rate on long term debt 4.90%   4.90%
2018 Credit Agreement | Revolving Credit Facility      
Debt Instrument [Line Items]      
Interest rate on credit facility 4.60%   3.90%
v3.20.2
Debt and Finance Lease Obligations - Narrative (Details)
$ in Thousands, € in Millions
3 Months Ended 9 Months Ended
Aug. 05, 2020
USD ($)
May 14, 2020
Oct. 24, 2018
USD ($)
Sep. 30, 2020
USD ($)
Mar. 31, 2020
Sep. 30, 2020
USD ($)
Dec. 31, 2020
USD ($)
Mar. 17, 2020
USD ($)
Dec. 31, 2019
USD ($)
Feb. 15, 2019
USD ($)
Feb. 15, 2019
EUR (€)
Line of Credit Facility [Line Items]                      
Minimum liquidity requirement $ 125,000                    
Pledge percentage of capital stock 100.00%                    
Fees related to the amendment $ 1,700                    
Unsecured Debt                      
Line of Credit Facility [Line Items]                      
Expansion feature - amount available as incremental revolver $ 250,000                    
Scenario Forecast                      
Line of Credit Facility [Line Items]                      
Minimum liquidity requirement             $ 100,000        
LIBOR                      
Line of Credit Facility [Line Items]                      
Variable rate 3.50%                    
FlyOver Iceland Credit Facility                      
Line of Credit Facility [Line Items]                      
Maturity date   Sep. 01, 2022     Mar. 01, 2022            
Revolving credit facility, balance outstanding [1]       $ 5,584   $ 5,584     $ 5,607    
Maximum borrowing capacity on credit facility                   $ 5,600 € 5.0
Line of credit facility amendment description           an addendum to the FlyOver Iceland Credit Facility effective May 14, 2020 wherein the principal and interest payments were deferred for six months beginning June 1, 2020, with the first payment due December 1, 2020. The addendum also extended the maturity date to September 1, 2022. There were no other changes to the terms of the FlyOver Iceland Credit Facility.          
Line of credit facility, date of first required payment   Dec. 01, 2020                  
2018 Credit Agreement | Revolving Credit Facility                      
Line of Credit Facility [Line Items]                      
Borrowing capacity on line of credit     $ 450,000                
Maturity date     Oct. 24, 2023                
Interest coverage ratio 200.00%                    
Repayments of Lines of Credit       217,000              
Commitment fee percentage on line of credit           0.50%          
Remaining borrowing capacity on line of credit               $ 209,800      
Revolving credit facility, balance outstanding [1]       230,543   $ 230,543     $ 311,464    
Letters of Credit Outstanding       $ 9,700   $ 9,700          
2018 Credit Agreement | Revolving Credit Facility | Maximum                      
Line of Credit Facility [Line Items]                      
Leverage ratio during covenant waiver period 400.00%                    
Leverage ratio, post covenant waiver period 450.00%                    
Financial covenants leverage ratio step up 400.00%                    
[1] Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
v3.20.2
Fair Value Measurements - Summary of Fair Value Assets Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Fair value information related to assets    
Assets $ 3,138 $ 3,230
Quoted Prices in Active Markets (Level 1)    
Fair value information related to assets    
Assets 3,138 3,230
Money market funds    
Fair value information related to assets    
Assets [1] 2 123
Money market funds | Quoted Prices in Active Markets (Level 1)    
Fair value information related to assets    
Assets [1] 2 123
Other mutual funds    
Fair value information related to assets    
Assets [2] 3,136 3,107
Other mutual funds | Quoted Prices in Active Markets (Level 1)    
Fair value information related to assets    
Assets [2] $ 3,136 $ 3,107
[1]

We include money market funds in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets. We classify these investments as available-for-sale and record them at fair value. There have been no realized gains or losses related to these investments and we have not experienced any redemption restrictions with respect to any of the money market mutual funds.

[2] We include other mutual funds in “Other investments and assets” in the Condensed Consolidated Balance Sheets.
v3.20.2
Fair Value Measurements - Summary of Fair Value Assets Measured on Recurring Basis (Parenthetical) (Details) - Money market funds
9 Months Ended
Sep. 30, 2020
USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Realized gains on the investments $ 0
Unrealized gains on the investments $ 0
v3.20.2
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance $ 547,229 $ 450,555
Ending Balance 210,468 532,527
Cumulative Foreign Currency Translation Adjustments    
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance (23,799) (36,332)
Other comprehensive income (loss) before reclassifications (7,342) 3,868
Net other comprehensive income (loss) (7,342) 3,868
Ending Balance (31,141) (32,464)
Unrecognized Net Actuarial Loss and Prior Service Credit, Net    
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance (11,900) (11,643)
Amounts reclassified from AOCI, net of tax 354 196
Net other comprehensive income (loss) 354 196
Ending Balance (11,546) (11,447)
Accumulated Other Comprehensive Income (Loss)    
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance (35,699) (47,975)
Other comprehensive income (loss) before reclassifications (7,342) 3,868
Amounts reclassified from AOCI, net of tax 354 196
Net other comprehensive income (loss) (6,988) 4,064
Ending Balance $ (42,687) $ (43,911)
v3.20.2
Income (Loss) Per Share - Reconciliation of Basic and Diluted Income (loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Numerator:        
Net income (loss) attributable to Viad (diluted) $ (30,758) $ 31,416 $ (323,621) $ 27,463
Less: Allocation to non-vested shares   (226)   (196)
Dividends on convertible preferred stock (1,134)   (1,134)  
Adjustment to the redemption value of redeemable noncontrolling interest (468) (264) (926) (530)
Net income (loss) allocated to Viad common stockholders (basic) $ (32,360) $ 30,926 $ (325,681) $ 26,737
Denominator:        
Weighted-average outstanding common shares 20,293 20,168 20,263 20,129
Additional dilutive shares related to share-based compensation   143   138
Diluted weighted-average outstanding shares 20,293 20,311 20,263 20,267
Basic income (loss) attributable to Viad common stockholders $ (1.59) $ 1.53 $ (16.07) $ 1.33
Diluted income (loss) attributable to Viad common stockholders(1) [1] $ (1.59) $ 1.53 $ (16.07) $ 1.33
[1]

Diluted loss per share amount cannot exceed basic loss per share.

v3.20.2
Income Taxes - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Income Tax Disclosure [Abstract]        
Effective income tax rate (2.70%) 25.60% (6.80%) 26.50%
Income tax refunds $ 6.8   $ 14.7  
Income taxes paid   $ 4.1   $ 12.1
v3.20.2
Pension and Postretirement Benefits - Components of Net Periodic Benefit Cost of Pension and Postretirement Benefit Plans (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
UNITED STATES | Pension Plans        
Net periodic benefit cost:        
Service cost   $ 15   $ 46
Interest cost $ 162 209 $ 490 646
Expected return on plan assets (74) (35) (109) (74)
Recognized net actuarial loss 130 96 395 302
Net periodic benefit cost 218 285 776 920
UNITED STATES | Postretirement Benefit Plans        
Net periodic benefit cost:        
Service cost 7 13 38 48
Interest cost 64 93 222 343
Amortization of prior service credit (36) (47) (109) (141)
Recognized net actuarial loss (26) (43) 13 84
Net periodic benefit cost 9 16 164 334
Foreign Pension Plans        
Net periodic benefit cost:        
Service cost 112 101 330 303
Interest cost 87 92 254 281
Expected return on plan assets (134) (122) (394) (364)
Recognized net actuarial loss 48 37 138 111
Net periodic benefit cost $ 113 $ 108 $ 328 $ 331
v3.20.2
Pension and Postretirement Benefits - Narrative (Details)
$ in Millions
9 Months Ended
Sep. 30, 2020
USD ($)
Postretirement Benefit Plans  
Defined Benefit Plan Disclosure [Line Items]  
Amount expected to contribute in postretirement benefit plans $ 1.0
Pension and Other Postretirement Benefit Contributions 0.6
Funded Plans | Pension Plans  
Defined Benefit Plan Disclosure [Line Items]  
Amount expected to contribute in funded pension plans 1.3
Pension Contributions 0.2
Unfunded Pension Plans | Pension Plans  
Defined Benefit Plan Disclosure [Line Items]  
Amount expected to contribute in unfunded pension plans 0.9
Pension Contributions $ 0.7
v3.20.2
Restructuring Charges - Changes to Restructuring Liability by Major Restructuring Activity (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Restructuring Cost And Reserve [Line Items]        
Beginning balance     $ 4,513  
Restructuring charges $ 11,259 $ 1,702 12,370 $ 6,845
Cash payments     (4,027)  
Non-cash items [1]     (5,152)  
Adjustment to liability     (683)  
Ending balance 7,021   7,021  
GES | Severance & Employee Benefits        
Restructuring Cost And Reserve [Line Items]        
Beginning balance     2,935  
Restructuring charges     5,332  
Cash payments     (3,261)  
Adjustment to liability     (54)  
Ending balance 4,952   4,952  
GES | Facilities        
Restructuring Cost And Reserve [Line Items]        
Beginning balance     1,339  
Restructuring charges     6,039  
Cash payments     (197)  
Non-cash items [1]     (5,152)  
Adjustment to liability     (17)  
Ending balance 2,012   2,012  
Other Restructuring | Severance & Employee Benefits        
Restructuring Cost And Reserve [Line Items]        
Beginning balance     239  
Restructuring charges     999  
Cash payments     (569)  
Adjustment to liability     (612)  
Ending balance $ 57   $ 57  
[1]

(1)

Represents the FX impact related to the closure and liquidation of GES’ United Kingdom-based audio-visual services business during the three months ended September 30, 2020.

 

v3.20.2
Restructuring Charges - Narrative (Details)
$ in Millions
Sep. 30, 2020
USD ($)
Restructuring And Related Activities [Abstract]  
Payments of liabilities related to severance and employee benefits $ 1.5
v3.20.2
Leases and Other - Summary of Balance Sheet Presentation of Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Lessee Lease Description [Line Items]    
Operating lease assets $ 88,394 $ 103,314
Finance lease assets 22,786 25,350
Total lease assets 111,180 128,664
Operating lease obligations 17,872 22,180
Finance lease obligations 2,895  
Operating lease obligations 73,688 82,851
Finance lease obligations 20,123  
Total lease liabilities 114,578 130,288
Operating Lease Right-of-Use Assets    
Lessee Lease Description [Line Items]    
Operating lease assets 88,394 103,314
Property and Equipment, Net    
Lessee Lease Description [Line Items]    
Finance lease assets 22,786 25,350
Operating Lease Obligations    
Lessee Lease Description [Line Items]    
Operating lease obligations 17,872 22,180
Current Portion of Debt and Finance Lease Obligations    
Lessee Lease Description [Line Items]    
Finance lease obligations 2,895 3,386
Long-Term Operating Lease Obligations    
Lessee Lease Description [Line Items]    
Operating lease obligations 73,688 82,851
Long-Term Debt and Finance Lease Obligations    
Lessee Lease Description [Line Items]    
Finance lease obligations $ 20,123 $ 21,871
v3.20.2
Leases and Other - Components of Least Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Finance lease cost:        
Amortization of right-of-use assets $ 926 $ 697 $ 2,767 $ 1,895
Interest on lease liabilities 429 130 1,258 379
Operating lease cost 6,596 6,625 20,235 19,456
Short-term lease cost 123 571 465 1,348
Variable lease cost 1,557 1,478 4,615 4,695
Sublease income [1]   226    
Total lease cost, net $ 9,631 $ 9,727 $ 29,340 $ 27,773
[1]   Sublease income excludes rental income from owned assets, which is recorded in revenue.
v3.20.2
Leases and Other - Schedule of Other Information Related to Operating and Finance Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flows from operating leases $ 5,644 $ 7,250 $ 18,268 $ 20,853  
Operating cash flows from finance leases 839 210 1,705 459  
Financing cash flows from finance leases 665 525 2,235 1,537  
Right-of-use assets obtained in exchange for lease obligations:          
Operating leases (3,059) 49,123 1,018 62,375  
Finance leases $ 126 $ 14,893 $ 1,894 $ 35,844  
Weighted-average remaining lease term (years):          
Operating leases 8 years 3 months 18 days   8 years 3 months 18 days   8 years 2 months 1 day
Finance leases 13 years 6 months 29 days   13 years 6 months 29 days   14 years 3 days
Weighted-average discount rate:          
Operating leases 5.89%   5.89%   5.77%
Finance leases 7.91%   7.91%   7.73%
v3.20.2
Leases and Other - Schedule of Estimated Future Minimum Lease Payments Under Non-cancelable Leases Excluding Variable Leases and Variable Non-lease Components (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Leases [Abstract]    
Remainder of 2020 $ 6,188  
2021 20,043  
2022 15,844  
2023 13,407  
2024 10,265  
Thereafter 54,410  
Total future lease payments 120,157  
Less: Amount representing interest (28,597)  
Present value of minimum lease payments 91,560  
Current portion 17,872 $ 22,180
Long-term portion 73,688 82,851
Remainder of 2020 1,458  
2021 4,284  
2022 3,796  
2023 3,276  
2024 2,609  
Thereafter 23,556  
Total future lease payments 38,979  
Less: Amount representing interest (15,961)  
Present value of minimum lease payments 23,018 25,257
Current portion 2,895  
Long-term portion 20,123  
Remainder of 2020 7,646  
2021 24,327  
2022 19,640  
2023 16,683  
2024 12,874  
Thereafter 77,966  
Total future lease payments 159,136  
Less: Amount representing interest (44,558)  
Total lease liabilities 114,578 $ 130,288
Current portion 20,767  
Long-term portion $ 93,811  
v3.20.2
Leases and Other - Schedule of Estimated Future Minimum Rentals Under Non-cancellable Leases (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Leases [Abstract]  
Remainder of 2020 $ 431
2021 1,499
2022 1,046
2023 830
2024 612
Thereafter 1,765
Total minimum rents $ 6,183
v3.20.2
Leases and Other - Narrative (Details)
9 Months Ended
Sep. 30, 2020
Lessee Lease Description [Line Items]  
Operating lease not yet commenced, description we had executed certain facility and land leases for which we did not have control of the underlying assets. Accordingly, we did not record the lease liabilities and right-of-use assets on our Condensed Consolidated Balance Sheets. These leases include future planned attractions for Pursuit that are currently in the planning or development phase and that we expect the lease commencement dates to begin between fiscal years 2021 and 2022 with lease terms of 15 to 47 years
Minimum [Member]  
Lessee Lease Description [Line Items]  
Operating lease not yet commenced, term of contract 15 years
Maximum  
Lessee Lease Description [Line Items]  
Operating lease not yet commenced, term of contract 47 years
v3.20.2
Litigation, Claims, Contingencies and Other - Narrative (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Agreement
Sep. 30, 2019
USD ($)
Loss Contingencies [Line Items]        
Legal settlement       $ 8,500,000
Environmental remediation liability $ 2,200,000   $ 2,200,000  
Maximum potential amount of future payments 75,500,000   $ 75,500,000  
Guarantees relate to facilities and equipment leased by the company     2040-01  
Recourse provision to recover guarantees 0   $ 0  
Bargaining agreements | Agreement     100  
Multiemployer plans, withdrawal obligation 15,500,000   $ 15,500,000  
Multiemployer plans other withdrawal obligation 200,000   200,000  
Self insurance reserve 14,300,000   14,300,000  
Workers' compensation liability 9,800,000   9,800,000  
Self insurance reserve for general and auto 4,500,000   4,500,000  
Self insurance reserve on discontinued operations 2,200,000   2,200,000  
Estimated employee health benefit claims incurred but not yet reported 1,500,000   1,500,000  
Payments for self insurance 1,600,000 $ 2,000,000.0 4,400,000 $ 5,300,000
Self insurance reserve in which company is the primary obligor 10,000,000.0   10,000,000.0  
Self insurance reserve in which company is the primary obligor for workers compensation 6,500,000   6,500,000  
Self insurance reserve in which company is the primary obligor for general liability 3,500,000   3,500,000  
Minimum        
Loss Contingencies [Line Items]        
General range on claims 200,000   200,000  
Maximum        
Loss Contingencies [Line Items]        
General range on claims $ 500,000   500,000  
GES        
Loss Contingencies [Line Items]        
Legal settlement     $ 8,500,000  
v3.20.2
Redeemable Noncontrolling Interest - Narrative (Details) - Esja Attractions ehf. - EUR (€)
9 Months Ended
Sep. 30, 2020
Nov. 03, 2017
Redeemable Noncontrolling Interest [Line Items]    
Percentage of controlling interest acquired   54.50%
EBITDA trailing period 12 months  
Put option right of exercisable period upon earnings 36 months  
Redeemable noncontrolling interest conditions The put option is only exercisable after 36 months of business operation (the “Reference Date”) and if the FlyOver Iceland attraction has earned a minimum of €3.25 million in unadjusted EBITDA during the most recent fiscal year and during the trailing 12-month period prior to exercise (the “Put Option Condition”). The put option is exercisable during a period of 12 months following the Reference Date (the “Option Period”) if the Put Option Condition has been met. If the Put Option Condition has not been met during the first Option Period, the Reference Date will be extended for an additional 12 months up to three times. If after 72 months, the FlyOver Iceland attraction has not achieved the Put Option Condition, the put option expires. If the Put Option Condition is met during any of the Option Periods, yet the shares are not exercised prior to the end of the 12-month Option Period, the put option will expire.   
Put option exercisable period 12 months  
Put option additional exercisable period upon not meeting of conditions 12 months  
FlyOver Iceland    
Redeemable Noncontrolling Interest [Line Items]    
Put option expiration period 72 months  
FlyOver Iceland | Minimum [Member]    
Redeemable Noncontrolling Interest [Line Items]    
Unadjusted EBITDA € 3,250,000  
v3.20.2
Redeemable Noncontrolling Interest - Summary of Changes in Redeemable Noncontrolling Interest (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Noncontrolling Interest [Abstract]        
Beginning balance     $ 6,172  
Net loss attributable to redeemable noncontrolling interest $ (302) $ (368) (1,023) $ (644)
Adjustment to the redemption value     926  
Foreign currency translation adjustment     (804)  
Ending balance $ 5,271   $ 5,271  
v3.20.2
Segment Information - Reconciliation of Income Statement Items from Reportable Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Reportable segments reconciliations:        
Total revenue $ 63,072 $ 353,743 $ 389,863 $ 1,009,686
Segment operating income (loss) (9,410) 52,142 (71,803) 82,374
Interest income 58 79 313 260
Interest expense (5,508) (3,740) (14,712) (9,612)
Multi-employer pension plan withdrawal     (462) (15,508)
Other expense (210) (281) (894) (1,192)
Restructuring recoveries (charges) (11,259) (1,702) (12,370) (6,845)
Impairment charges 676   203,076  
Income (loss) from continuing operations before income taxes (27,005) 46,498 (303,004) 40,977
GES        
Reportable segments reconciliations:        
Total revenue 14,257 218,700 322,261 808,567
Pursuit        
Reportable segments reconciliations:        
Total revenue 48,815 135,043 67,602 201,119
Operating Segments        
Reportable segments reconciliations:        
Segment operating income (loss) (6,781) 54,806 (65,949) 90,120
Operating Segments | GES        
Reportable segments reconciliations:        
Total revenue 14,257 218,700 322,261 808,567
Segment operating income (loss) (18,248) (11,586) (39,450) 25,410
Legal settlement       (8,500)
Operating Segments | Pursuit        
Reportable segments reconciliations:        
Total revenue 48,815 135,043 67,602 201,119
Segment operating income (loss) 11,467 66,392 (26,499) 64,710
Restructuring recoveries (charges) 12   (45)  
Impairment charges     (1,757)  
Intersegment Eliminations | GES        
Reportable segments reconciliations:        
Total revenue (284) (5,724) (3,258) (14,731)
Intersegment Eliminations | Pursuit        
Reportable segments reconciliations:        
Total revenue (144) (671) (261) (1,355)
Corporate Eliminations        
Reportable segments reconciliations:        
Segment operating income (loss) [1] 16 16 48 49
Corporate        
Reportable segments reconciliations:        
Segment operating income (loss) (2,645) (2,680) (5,902) (7,795)
Restructuring recoveries (charges) (585) (62) (954) (205)
EMEA | Operating Segments | GES        
Reportable segments reconciliations:        
Total revenue 2,774 39,300 52,096 156,473
Segment operating income (loss) (7,262) (3,024) (11,256) 2,775
Restructuring recoveries (charges) (8,376) (759) (9,094) (1,501)
Impairment charges (676)   (30,225)  
North America | Operating Segments | GES        
Reportable segments reconciliations:        
Total revenue 11,767 185,124 273,423 666,825
Segment operating income (loss) (10,986) (8,562) (28,194) 22,635
Restructuring recoveries (charges) $ (2,310) $ (881) (2,277) $ (5,139)
Impairment charges     $ (171,094)  
[1] Corporate eliminations represent the elimination of depreciation expense recorded by Pursuit associated with previously eliminated intercompany profit realized by GES for renovations to Pursuit’s Banff Gondola.
v3.20.2
Common and Preferred Stock - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Aug. 05, 2020
Mar. 29, 2020
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Feb. 07, 2019
Class Of Stock [Line Items]            
Preferred stock dividend rate percentage   10.00%        
Frequency of periodic payment of cumulative dividend quarterly          
Common Stock Repurchases (Textual) [Abstract]            
Authorized repurchase of additional shares           500,000
Repurchased shares       53,784 0  
Shares remain available for repurchase     546,283 546,283    
Common stock purchased for treasury       $ 2,800,000    
Dividends payable, date of record   Apr. 13, 2020        
Preferred stock, voting rights   one preferred stock purchase right per each outstanding share of Viad common stock to purchase one one-hundredth of a share        
Preferred stock exercise price   $ 115,000.00        
Preferred stock, redemption price per share   $ 0.01        
Preferred stock, redemption date   Feb. 28, 2021        
Convertible Series A Preferred Stock            
Class Of Stock [Line Items]            
Preferred stock dividend rate percentage 5.50%          
Frequency of periodic payment of cumulative dividend quarterly          
Convertible preferred stock conversion price per share $ 21.25          
Dividends paid in kind     $ 1,100,000      
Crestview Partners | Convertible Series A Preferred Stock            
Class Of Stock [Line Items]            
Convertible Preferred Stock, Shares Issued upon Conversion 135,000          
Preferred Stock, Par value $ 0.01          
Purchase price $ 135,000,000          
Shares issued, price per share $ 1,000          
Delayed draw commitment $ 45,000,000          
Capital raising expense $ 9,200,000