UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended March 31, 2021
or
 
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from ____________ to
Commission file number: 001-11015

Viad Corp
(Exact name of registrant as specified in its charter)

Delaware	 	36-1169950	
State or other jurisdiction of
incorporation or organization	 	(I.R.S. Employer
Identification No.)	
 	 	
1850 North Central Avenue, Suite 1900
Phoenix, Arizona	 	85004-4565	
(Address of principal executive offices)	 	(Zip Code)	
(602) 207-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class	 	Trading Symbol(s)	 	Name of each exchange on which registered	
Common Stock, $1.50 Par Value	 	VVI	 	New York Stock Exchange	
Preferred Stock Purchase Rights	 	 
--	 	New York Stock Exchange	
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes  ☒    No  ☐
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer	 	☐	 	Accelerated filer	 	☒	
 	 	 	 	 	 	 	
Non-accelerated filer	 	☐	 	Smaller reporting company	 	☐	
 	 	 	 	 	 	 	
Emerging growth company	 	☐	 	 	 	 	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of May 3, 2021, there were 20,483,915 shares of Common Stock ($1.50 par value) outstanding.

 
 
INDEX
 
 	 	Page	
PART I - FINANCIAL INFORMATION	
Item 1.	Financial Statements	1	
 	Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	1	
 	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020	2	
 	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2021 and 2020	3	
 	Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity for the Three Months Ended March 31, 2021 and 2020	4	
 	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	6	
 	Notes to Condensed Consolidated Financial Statements	7	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39	
Item 4.	Controls and Procedures	40	
PART II - OTHER INFORMATION	
Item 1.	Legal Proceedings	41	
Item 1A.	Risk Factors	41	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41	
Item 6.	Exhibits	42	
Items 3-5	Not applicable	 	
 	 	 	
SIGNATURES	43	
 
In this report, for periods presented, “we,” “us,” “our,” “the Company,” and “Viad Corp” refer to Viad Corp and its subsidiaries.

 

 
 
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
VIAD CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 	 	March 31,	 	 	December 31,	 	
(in thousands, except share data)	 	2021	 	 	2020	 	
Assets	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	34,714	 	 	$	39,545	 	
Accounts receivable, net of allowances for doubtful accounts of $2,791 and $5,310,
   respectively	 	 	18,472	 	 	 	17,837	 	
Inventories	 	 	8,406	 	 	 	8,727	 	
Current contract costs	 	 	8,781	 	 	 	7,923	 	
Other current assets	 	 	18,448	 	 	 	17,225	 	
Total current assets	 	 	88,821	 	 	 	91,257	 	
Property and equipment, net	 	 	533,614	 	 	 	492,154	 	
Other investments and assets	 	 	15,709	 	 	 	15,492	 	
Operating lease right-of-use assets	 	 	81,488	 	 	 	82,739	 	
Deferred income taxes	 	 	1,445	 	 	 	563	 	
Goodwill	 	 	112,947	 	 	 	99,847	 	
Other intangible assets, net	 	 	70,631	 	 	 	71,172	 	
Total Assets	 	$	904,655	 	 	$	853,224	 	
Liabilities, Mezzanine Equity, and Stockholders’ Equity	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	
Accounts payable	 	$	20,559	 	 	$	21,037	 	
Contract liabilities	 	 	26,797	 	 	 	18,595	 	
Accrued compensation	 	 	9,507	 	 	 	7,030	 	
Operating lease obligations	 	 	14,684	 	 	 	15,697	 	
Other current liabilities	 	 	25,000	 	 	 	27,039	 	
Current portion of debt and finance lease obligations	 	 	2,800	 	 	 	8,335	 	
Total current liabilities	 	 	99,347	 	 	 	97,733	 	
Long-term debt and finance lease obligations	 	 	367,418	 	 	 	285,356	 	
Pension and postretirement benefits	 	 	27,113	 	 	 	27,264	 	
Long-term operating lease obligations	 	 	72,878	 	 	 	70,150	 	
Other deferred items and liabilities	 	 	62,467	 	 	 	64,628	 	
Total liabilities	 	 	629,223	 	 	 	545,131	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	
Convertible Series A Preferred Stock, $0.01 par value, 180,000 shares authorized,
  135,000 shares issued and outstanding	 	 	130,667	 	 	 	128,769	 	
Redeemable noncontrolling interest	 	 	5,006	 	 	 	5,225	 	
Stockholders’ equity	 	 	 	 	 	 	 	 	
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	 	 	566,643	 	 	 	568,100	 	
Accumulated deficit	 	 	(296,317	)	 	 	(253,164	)	
Accumulated other comprehensive loss	 	 	(26,543	)	 	 	(30,641	)	
Common stock in treasury, at cost, 4,456,261 and 4,475,489 shares, respectively	 	 	(224,683	)	 	 	(225,742	)	
Total Viad stockholders’ equity	 	 	56,502	 	 	 	95,955	 	
Non-redeemable noncontrolling interest	 	 	83,257	 	 	 	78,144	 	
Total stockholders’ equity	 	 	139,759	 	 	 	174,099	 	
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	 	$	904,655	 	 	$	853,224	 	
 
Refer to Notes to Condensed Consolidated Financial Statements.
1

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands, except per share data)	 	2021	 	 	2020	 	
Revenue:	 	 	 	 	 	 	 	 	
Services	 	$	24,900	 	 	$	264,206	 	
Products	 	 	4,035	 	 	 	30,452	 	
Total revenue	 	 	28,935	 	 	 	294,658	 	
Costs and expenses:	 	 	 	 	 	 	 	 	
Costs of services	 	 	56,368	 	 	 	273,052	 	
Costs of products	 	 	10,775	 	 	 	31,006	 	
Corporate activities	 	 	2,005	 	 	 	789	 	
Interest income	 	 	(33	)	 	 	(79	)	
Interest expense	 	 	5,118	 	 	 	4,018	 	
Other expense, net	 	 	360	 	 	 	419	 	
Restructuring charges	 	 	2,826	 	 	 	851	 	
Impairment charges	 	 	—	 	 	 	88,380	 	
Total costs and expenses	 	 	77,419	 	 	 	398,436	 	
Loss from continuing operations before income taxes	 	 	(48,484	)	 	 	(103,778	)	
Income tax benefit	 	 	(3,045	)	 	 	(15,797	)	
Loss from continuing operations	 	 	(45,439	)	 	 	(87,981	)	
Income (loss) from discontinued operations	 	 	348	 	 	 	(454	)	
Net loss	 	 	(45,091	)	 	 	(88,435	)	
Net loss attributable to non-redeemable noncontrolling
   interest	 	 	1,445	 	 	 	1,333	 	
Net loss attributable to redeemable noncontrolling interest	 	 	494	 	 	 	517	 	
Net loss attributable to Viad	 	$	(43,152	)	 	$	(86,585	)	
Diluted loss per common share:	 	 	 	 	 	 	 	 	
Continuing operations attributable to Viad common stockholders	 	$	(2.23	)	 	$	(4.27	)	
Discontinued operations attributable to Viad common stockholders	 	 	0.02	 	 	 	(0.02	)	
Net loss attributable to Viad common stockholders	 	$	(2.21	)	 	$	(4.29	)	
Weighted-average outstanding and potentially dilutive common
   shares	 	 	20,370	 	 	 	20,215	 	
Basic loss per common share:	 	 	 	 	 	 	 	 	
Continuing operations attributable to Viad common stockholders	 	$	(2.23	)	 	$	(4.27	)	
Discontinued operations attributable to Viad common stockholders	 	 	0.02	 	 	 	(0.02	)	
Net loss attributable to Viad common stockholders	 	$	(2.21	)	 	$	(4.29	)	
Weighted-average outstanding common shares	 	 	20,370	 	 	 	20,215	 	
Dividends declared per common share	 	$	—	 	 	$	0.10	 	
Amounts attributable to Viad common stockholders	 	 	 	 	 	 	 	 	
Loss from continuing operations	 	$	(43,500	)	 	$	(86,131	)	
Income (loss) from discontinued operations	 	 	348	 	 	 	(454	)	
Net loss	 	$	(43,152	)	 	$	(86,585	)	
 
Refer to Notes to Condensed Consolidated Financial Statements.
2

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Net loss	 	$	(45,091	)	 	$	(88,435	)	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	
Unrealized foreign currency translation adjustments	 	 	3,977	 	 	 	(28,158	)	
Change in net actuarial loss, net of tax (1)	 	 	177	 	 	 	341	 	
Change in prior service cost, net of tax (1)	 	 	(56	)	 	 	(27	)	
Comprehensive loss	 	 	(40,993	)	 	 	(116,279	)	
Non-redeemable noncontrolling interest:	 	 	 	 	 	 	 	 	
Comprehensive loss attributable to non-redeemable
   noncontrolling interest	 	 	1,445	 	 	 	1,333	 	
Unrealized foreign currency translation adjustments	 	 	750	 	 	 	(5,719	)	
Redeemable noncontrolling interest:	 	 	 	 	 	 	 	 	
Comprehensive loss attributable to redeemable noncontrolling interest	 	 	494	 	 	 	517	 	
Comprehensive loss attributable to Viad	 	$	(38,304	)	 	$	(120,148	)	
 
(1)	The tax effect on other comprehensive income (loss) is not significant.	
Refer to Notes to Condensed Consolidated Financial Statements.
3

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY
(Unaudited)
 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mezzanine Equity	 	
(in thousands)	 	Common
Stock	 	 	Additional
Capital	 	 	Accumulated
Deficit	 	 	Accumulated Other Comprehensive Income (Loss)	 	 	Common
Stock in
Treasury	 	 	Total
Viad
Equity	 	 	Non-Redeemable Non-Controlling
Interest	 	 	Total
Stockholders’
Equity	 	 	 	 	 	Redeemable Non-Controlling
Interest	 	 	Convertible Series A Preferred Stock	 	
Balance, December 31, 2020	 	$	37,402	 	 	$	568,100	 	 	$	(253,164	)	 	$	(30,641	)	 	$	(225,742	)	 	$	95,955	 	 	$	78,144	 	 	$	174,099	 	 	 	 	 	$	5,225	 	 	$	128,769	 	
Net loss	 	 	—	 	 	 	—	 	 	 	(43,152	)	 	 	—	 	 	 	—	 	 	 	(43,152	)	 	 	(1,445	)	 	 	(44,597	)	 	 	 	 	 	(494	)	 	 	—	 	
Dividends on convertible preferred stock	 	 	—	 	 	 	(1,898	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,898	)	 	 	—	 	 	 	(1,898	)	 	 	 	 	 	—	 	 	 	1,898	 	
Capital contribution and distributions to noncontrolling interest	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(951	)	 	 	(951	)	 	 	 	 	 	142	 	 	 	—	 	
Payment of payroll taxes on stock-based compensation through shares withheld	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(519	)	 	 	(519	)	 	 	—	 	 	 	(519	)	 	 	 	 	 	—	 	 	 	—	 	
Employee benefit plans	 	 	—	 	 	 	(1,198	)	 	 	—	 	 	 	—	 	 	 	1,578	 	 	 	380	 	 	 	—	 	 	 	380	 	 	 	 	 	 	—	 	 	 	—	 	
Share-based compensation - equity awards	 	 	—	 	 	 	1,626	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,626	 	 	 	—	 	 	 	1,626	 	 	 	 	 	 	—	 	 	 	—	 	
Unrealized foreign currency translation adjustment	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,977	 	 	 	—	 	 	 	3,977	 	 	 	750	 	 	 	4,727	 	 	 	 	 	 	77	 	 	 	—	 	
Amortization of net actuarial loss, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	177	 	 	 	—	 	 	 	177	 	 	 	—	 	 	 	177	 	 	 	 	 	 	—	 	 	 	—	 	
Amortization of prior service cost, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(56	)	 	 	—	 	 	 	(56	)	 	 	—	 	 	 	(56	)	 	 	 	 	 	—	 	 	 	—	 	
Acquisitions	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,759	 	 	 	6,759	 	 	 	 	 	 	—	 	 	 	—	 	
Other, net	 	 	—	 	 	 	13	 	 	 	(1	)	 	 	—	 	 	 	—	 	 	 	12	 	 	 	—	 	 	 	12	 	 	 	 	 	 	56	 	 	 	—	 	
Balance, March 31, 2021	 	$	37,402	 	 	$	566,643	 	 	$	(296,317	)	 	$	(26,543	)	 	$	(224,683	)	 	$	56,502	 	 	$	83,257	 	 	$	139,759	 	 	 	 	 	$	5,006	 	 	$	130,667	 	
Refer to Notes to Condensed Consolidated Financial Statements.
4

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY (Continued)
(Unaudited)
 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mezzanine Equity	 	
(in thousands)	 	Common
Stock	 	 	Additional
Capital	 	 	Retained
Earnings	 	 	Accumulated Other Comprehensive Income (Loss)	 	 	Common
Stock in
Treasury	 	 	Total
Viad
Equity	 	 	Non-Redeemable Non-Controlling
Interest	 	 	Total
Stockholders’
Equity	 	 	 	 	 	Redeemable Non-Controlling
Interest	 	 	Convertible Series A Preferred Stock	 	
Balance, December 31, 2019	 	$	37,402	 	 	$	574,473	 	 	$	122,971	 	 	$	(35,699	)	 	$	(231,649	)	 	$	467,498	 	 	$	79,731	 	 	$	547,229	 	 	 	 	 	$	6,172	 	 	$	—	 	
Net loss	 	 	—	 	 	 	—	 	 	 	(86,585	)	 	 	—	 	 	 	—	 	 	 	(86,585	)	 	 	(1,333	)	 	 	(87,918	)	 	 	 	 	 	(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	 	 	—	 	 	 	(3,810	)	 	 	—	 	 	 	—	 	 	 	5,722	 	 	 	1,912	 	 	 	—	 	 	 	1,912	 	 	 	 	 	 	—	 	 	 	—	 	
Share-based compensation - equity awards	 	 	—	 	 	 	276	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	276	 	 	 	—	 	 	 	276	 	 	 	 	 	 	—	 	 	 	—	 	
Unrealized foreign currency translation adjustment	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(28,158	)	 	 	—	 	 	 	(28,158	)	 	 	(5,719	)	 	 	(33,877	)	 	 	 	 	 	(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	 	 	—	 	 	 	(80	)	 	 	(1	)	 	 	—	 	 	 	1	 	 	 	(80	)	 	 	—	 	 	 	(80	)	 	 	 	 	 	126	 	 	 	—	 	
Balance, March 31, 2020	 	$	37,402	 	 	$	570,859	 	 	$	34,347	 	 	$	(63,543	)	 	$	(229,770	)	 	$	349,295	 	 	$	71,153	 	 	$	420,448	 	 	 	 	 	$	4,908	 	 	$	—	 	
Refer to Notes to Condensed Consolidated Financial Statements.
5

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	
Net loss	 	$	(45,091	)	 	$	(88,435	)	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	13,177	 	 	 	15,285	 	
Deferred income taxes	 	 	(3,019	)	 	 	(15,799	)	
(Income) loss from discontinued operations	 	 	(348	)	 	 	454	 	
Restructuring charges	 	 	2,826	 	 	 	851	 	
Impairment charges	 	 	—	 	 	 	88,380	 	
Gains on dispositions of property and other assets	 	 	(9,250	)	 	 	(85	)	
Share-based compensation expense (benefit)	 	 	1,763	 	 	 	(2,145	)	
Other non-cash items, net	 	 	(171	)	 	 	9,342	 	
Change in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Receivables	 	 	(1,284	)	 	 	15,651	 	
Inventories	 	 	351	 	 	 	(711	)	
Current contract costs	 	 	(828	)	 	 	8,970	 	
Accounts payable	 	 	(8,440	)	 	 	(1,109	)	
Restructuring liabilities	 	 	(2,250	)	 	 	(1,293	)	
Accrued compensation	 	 	1,364	 	 	 	(20,551	)	
Contract liabilities	 	 	8,148	 	 	 	(12,602	)	
Income taxes payable	 	 	(19	)	 	 	17,753	 	
Other assets and liabilities, net	 	 	10,352	 	 	 	(18,675	)	
Net cash used in operating activities	 	 	(32,719	)	 	 	(4,719	)	
Cash flows from investing activities	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(9,371	)	 	 	(23,246	)	
Cash paid for acquisitions, net	 	 	(7,415	)	 	 	—	 	
Proceeds from dispositions of property and other assets	 	 	14,106	 	 	 	85	 	
Net cash used in investing activities	 	 	(2,680	)	 	 	(23,161	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	
Proceeds from borrowings	 	 	40,860	 	 	 	160,755	 	
Payments on debt and finance lease obligations	 	 	(8,310	)	 	 	(56,077	)	
Dividends paid on common stock	 	 	—	 	 	 	(2,038	)	
Distributions to noncontrolling interest, net of contributions from noncontrolling interest	 	 	(809	)	 	 	(1,526	)	
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased	 	 	(519	)	 	 	(1,059	)	
Common stock purchased for treasury	 	 	—	 	 	 	(2,785	)	
Proceeds from exercise of stock options	 	 	—	 	 	 	2,077	 	
Net cash provided by financing activities	 	 	31,222	 	 	 	99,347	 	
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	 	 	151	 	 	 	(2,938	)	
Net change in cash, cash equivalents, and restricted cash	 	 	(4,026	)	 	 	68,529	 	
Cash, cash equivalents, and restricted cash, beginning of year	 	 	41,971	 	 	 	62,004	 	
Cash, cash equivalents, and restricted cash, end of period	 	$	37,945	 	 	$	130,533	 	
 
Refer to Notes to Condensed Consolidated Financial Statements.
6

VIAD CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1. Overview and 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, 2020, filed with the SEC on March 2, 2021 (“2020 Form 10-K”).‌
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.
Nature of Business
We are a leading provider of experiential leisure travel and live events and marketing experiences 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 two reportable business segments: GES and Pursuit.
GES
GES is a global, full-service provider for live events that partners with show organizers, exhibitors, and brand marketers to create high-value, live events. GES offers a comprehensive range of live event services, from the design and production of compelling, immersive experiences that engage audiences and build brand awareness, to material handling, rigging, electrical, and other on-site event services. In addition, GES offers clients a full suite of audio-visual services from creative and technology to content and design, along with registration, data analytics, engagement, and online tools powered by next generation technologies that help clients easily manage the complexities of their event.
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
Starting in mid-March 2020 and extending through the first quarter of 2021, the COVID-19 pandemic had a significant and negative impact on our operations and financial performance, with live events largely shut down and severe tourism activity disruptions. In response to the COVID-19 pandemic, we implemented aggressive cost reduction measures in 2020 to preserve cash, including furloughs, layoffs, mandatory unpaid time off or salary reductions for all employees, and the reduction of discretionary spending. We also suspended future dividend payments and share repurchases, and we availed ourselves of governmental assistance programs for wages and tax relief.
In August 2020, we secured additional capital to strengthen our liquidity position by entering into an investment agreement with funds managed by private equity firm Crestview Partners who made an initial investment of $135 million, offset in part by $9.2 million in fees, in newly issued perpetual convertible preferred stock. Refer to Note 15 – Common and Preferred Stock for further information. In August 2020, we also amended our Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”) to provide financial flexibility, which, among other things waives our financial covenants until September 30, 2022. Refer to Note 12 – Debt and Finance Lease Obligations for further information. During the three months ended March 31, 2021, we continued to preserve cash and closely managed our costs. In connection with the acceleration of COVID-19 vaccination programs in certain of our geographic territories, we began to see early signs of recovery in the travel and hospitality and live event sectors during the first quarter of 2021, with more live event markets opening, smaller scale live events taking place, and an uptick in bookings. Event organizers continue to assess when it will be possible to safely hold larger scale face-to-face live events.
7

Reclassifications
During the first quarter of 2021, we reorganized GES’ operating segments to represent the changes in how our chief operating decision maker (“CODM”) reviews the financial performance of GES and makes decisions regarding the allocation of resources. As a result, we changed the presentation of certain items in GES’ disaggregation of revenue and reportable segments. Refer to Note 2 – Revenue and Related Contract Costs and Contract Liabilities and Note 23 – Segment Information for additional information. We reclassed certain prior-year amounts to conform to current-period presentation. Such reclassifications had no impact on our results of operations or cash flows.
Correction to Prior Period Financial Statements
As previously disclosed in our 2020 Form 10-K, we identified prior period errors related to the recognition of revenue of GES’ third-party services. Revenue from these services should have been recorded on a net basis to reflect only the fees received for arranging these services, whereas 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 months ended March 31, 2020 related to this gross-to-net adjustment. We determined that these errors were not material to the previously issued financial statements. Note 2 – Revenue and Related Contract Costs and Contract Liabilities and Note 23 – Segment Information reflect this correction.

 	 	Three Months Ended March 31, 2020	 	
(in thousands)	 	Services Revenue	 	 	Cost of Services	 	
As previously reported	 	$	275,556	 	 	$	284,402	 	
Gross to net correction for GES	 	 	(11,350	)	 	 	(11,350	)	
Total as corrected	 	$	264,206	 	 	$	273,052	 	
 
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 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 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	 	The adoption of this new standard on January 1, 2021 did not have a material impact on our consolidated financial statements.	

8

 
 
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.
Cash, Cash Equivalents, and Restricted Cash
Cash equivalents are highly-liquid investments with remaining maturities when purchased of three months or less. Cash and cash equivalents consist of cash and bank demand deposits and money market funds. Investments in money market funds are classified as available-for-sale and carried at fair value. Restricted cash represents collateral required for surety bonds, bank guarantees, and letters of credit.
Cash, cash equivalents, and restricted cash balances presented in the Condensed Consolidated Statements of Cash Flows consisted of the following:
 	 	 	 	 	 	 	 	 	
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Cash and cash equivalents	 	$	34,714	 	 	$	39,545	 	
Restricted cash included in other current assets	 	 	3,231	 	 	 	2,426	 	
Cash, cash equivalents, and restricted cash shown in the statement of cash flows	 	$	37,945	 	 	$	41,971	 	
 
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 delivering the service to a customer.
GES’ service revenue is primarily derived through its comprehensive range of marketing, event production, and other related services to event organizers and corporate brand marketers. GES’ service revenue is earned over time over the duration of the live event, which generally lasts one to three days. Revenue for goods and services provided for which we do not have control of the goods or services before that good or service is transferred to a customer is recorded on a net basis to reflect only the fees received for arranging these services. 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. 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
9

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 mezzanine 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 accumulated deficit and is included in our loss per share.
Refer to Note 22 – Noncontrolling Interest – Redeemable and Non-redeemable for additional information.
Convertible Preferred Stock
We record shares of convertible preferred stock based on proceeds received net of costs on the date of issuance. 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 mezzanine equity and is reported between liabilities and stockholders’ equity in 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 24 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 46 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.
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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 a live event. Revenue for goods and services provided for which we do not have control of the goods or services before that good or service is transferred to a customer is recorded on a net basis to reflect only the fees received for arranging these services. We recognize revenue for services generally at the close of the live 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. In circumstances where a customer cancels a contract, we generally have the right to bill the customer for costs incurred to date. 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, 2020	 	$	18,618	 	
Cash additions	 	 	14,338	 	
Revenue recognized	 	 	(5,647	)	
Foreign exchange translation adjustment	 	 	(453	)	
Balance at March 31, 2021	 	$	26,856	 	
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, 2020	 	$	10,835	 	
Additions	 	 	4,394	 	
Expenses	 	 	(3,237	)	
Cancelled	 	 	(432	)	
Foreign exchange translation adjustment	 	 	34	 	
Balance at March 31, 2021	 	$	11,594	 	
As of March 31, 2021, capitalized contract costs consisted of $0.8 million to obtain contracts and $10.8 million to fulfill contracts. We did not recognize an impairment loss with respect to capitalized contract costs during the three months ended March 31, 2021 or 2020.
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Disaggregation of Revenue
During the first quarter of 2021, we changed GES’ presentation of certain items in the following disaggregation of revenue table to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. All prior periods have been reclassified to conform to this new reporting structure.
The following tables disaggregate GES and Pursuit revenue by major service and product lines, timing of revenue recognition, and markets served:
GES

 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Service lines:	 	 	 	 	 	 	 	 	
Exhibitions and Conferences	 	$	5,835	 	 	$	201,159	 	
Brand experiences	 	 	11,704	 	 	 	68,995	 	
Venue services	 	 	1,606	 	 	 	10,981	 	
Total revenue	 	$	19,145	 	 	$	281,135	 	
 	 	 	 	 	 	 	 	 	
Timing of revenue recognition:	 	 	 	 	 	 	 	 	
Services transferred over time	 	$	17,015	 	 	$	253,226	 	
Products transferred over time(1)	 	 	417	 	 	 	13,027	 	
Products transferred at a point in time	 	 	1,713	 	 	 	14,882	 	
Total revenue	 	$	19,145	 	 	$	281,135	 	
 	 	 	 	 	 	 	 	 	
Geographical markets:	 	 	 	 	 	 	 	 	
North America	 	$	15,858	 	 	$	242,440	 	
EMEA	 	 	3,903	 	 	 	40,684	 	
Intersegment eliminations	 	 	(616	)	 	 	(1,989	)	
Total revenue	 	$	19,145	 	 	$	281,135	 	
 
(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.	
 
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Pursuit
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Services:	 	 	 	 	 	 	 	 	
Admissions	 	$	1,484	 	 	$	4,102	 	
Accommodations	 	 	5,150	 	 	 	4,517	 	
Transportation	 	 	537	 	 	 	2,056	 	
Travel planning	 	 	714	 	 	 	416	 	
Intersegment eliminations	 	 	—	 	 	 	(111	)	
Total services revenue	 	 	7,885	 	 	 	10,980	 	
Products:	 	 	 	 	 	 	 	 	
Food and beverage	 	 	1,224	 	 	 	1,649	 	
Retail operations	 	 	681	 	 	 	894	 	
Total products revenue	 	 	1,905	 	 	 	2,543	 	
Total revenue	 	$	9,790	 	 	$	13,523	 	
 	 	 	 	 	 	 	 	 	
Timing of revenue recognition:	 	 	 	 	 	 	 	 	
Services transferred over time	 	$	7,885	 	 	$	10,980	 	
Products transferred at a point in time	 	 	1,905	 	 	 	2,543	 	
Total revenue	 	$	9,790	 	 	$	13,523	 	
 	 	 	 	 	 	 	 	 	
Markets:	 	 	 	 	 	 	 	 	
Banff Jasper Collection	 	$	8,460	 	 	$	9,799	 	
Alaska Collection	 	 	289	 	 	 	151	 	
Glacier Park Collection	 	 	578	 	 	 	723	 	
FlyOver	 	 	463	 	 	 	2,850	 	
Total revenue	 	$	9,790	 	 	$	13,523	 	
 
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 March 31, 2021, there were 759,578 shares available for future grant under the 2017 Plan.
The following table summarizes share-based compensation (income) expense:
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Performance-based restricted stock units	 	$	140	 	 	$	(2,635	)	
Restricted stock awards and restricted stock units	 	 	1,244	 	 	 	490	 	
Stock options	 	 	379	 	 	 	—	 	
Share-based compensation (income) expense before income tax	 	 	1,763	 	 	 	(2,145	)	
Income tax benefit(1)	 	 	(27	)	 	 	(109	)	
Share-based compensation (income) expense, net of income tax	 	$	1,736	 	 	$	(2,254	)	
(1)	The 2021 income tax benefit amount primarily reflects the tax benefit associated with our Canadian-based employees. There was no income tax benefit associated with our employees in the United States and the United Kingdom due to a valuation allowance on our deferred tax assets within these jurisdictions. Refer to Note 17 – Income Taxes.	
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Performance-based Restricted Stock Units
Performance-based restricted stock units (“PRSU”) are tied to our stock price and the expected achievement of certain performance-based criteria. The vesting of PRSU shares is based upon the achievement of the performance-based criteria over a three to four-year period. We account for PRSU 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 PRSU 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 three months ended March 31, 2021, we granted PRSU awards with a grant date fair value of $3.2 million, all of which are payable in shares.
In 2021, PRSU awards granted in 2018 vested; however, as performance metrics were not achieved, no awards were paid in cash or in shares. In 2020, PRSU awards granted in 2017 vested and we paid $2.6 million in cash. No PRSU awards were paid in shares in 2020.
As of March 31, 2021, the unamortized cost of outstanding equity-based PRSU awards was $3.1 million, which we expect to recognize over a weighted-average period of approximately 2.8 years. Liabilities related to liability-based PRSU awards were $0.9 million as of March 31, 2021 and $0.8 million as of December 31, 2020.
The following table summarizes the activity of the outstanding PRSU awards:
 
 	 	Equity-Based
PRSU Awards	 	 	Liability-Based
PRSU Awards	 	
 	 	Shares	 	 	Weighted-Average
Grant Date
Fair Value	 	 	Shares	 	 	Weighted-Average
Grant Date
Fair Value	 	
Balance at December 31, 2020	 	 	61,208	 	 	$	57.18	 	 	 	121,485	 	 	$	56.34	 	
Granted	 	 	101,785	 	 	$	31.28	 	 	 	—	 	 	$	—	 	
Vested	 	 	—	 	 	$	—	 	 	 	(42,698	)	 	$	51.96	 	
Forfeited	 	 	—	 	 	$	—	 	 	 	(703	)	 	$	56.97	 	
Balance at March 31, 2021	 	 	162,993	 	 	$	41.01	 	 	 	78,084	 	 	$	57.12	 	
Service-based 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 recorded when they occur.  
As of March 31, 2021, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $6.8 million, which we expect to recognize over a weighted-average period of approximately 1.3 years. We repurchased 12,055 shares for $0.5 million during the three months ended March 31, 2021 and 17,674 shares for $1.1 million during the three months ended March 31, 2020 related to tax withholding requirements on vested share-based awards.
Aggregate liabilities related to liability-based restricted stock units were $0.2 million as of March 31, 2021 and $0.2 million as of December 31, 2020. During the three months ended March 31, 2021, 3,174 restricted stock units vested, and we paid $0.1 million in cash. During the three months ended March 31, 2020, 2,815 restricted stock units vested, and we paid $0.2 million in cash.
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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, 2020	 	 	107,107	 	 	$	53.23	 	 	 	151,261	 	 	$	19.51	 	 	 	10,459	 	 	$	51.91	 	
Granted	 	 	22,320	 	 	$	44.80	 	 	 	62,919	 	 	$	44.79	 	 	 	—	 	 	$	—	 	
Vested	 	 	(37,170	)	 	$	53.86	 	 	 	—	 	 	$	—	 	 	 	(3,174	)	 	$	52.24	 	
Forfeited	 	 	(1,030	)	 	$	56.94	 	 	 	(2,026	)	 	$	19.75	 	 	 	—	 	 	$	—	 	
Balance at March 31, 2021	 	 	91,227	 	 	$	50.87	 	 	 	212,154	 	 	$	27.00	 	 	 	7,285	 	 	$	53.34	 	
 
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 1.0 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 two years.
The following table summarizes stock option activity:
 
 	 	Shares	 	 	Weighted-Average
Exercise Price	 	 	Aggregate Intrinsic Value(1)	 	
Options outstanding at December 31, 2020	 	 	204,150	 	 	$	19.98	 	 	 	 	 	
Granted	 	 	137,858	 	 	$	44.80	 	 	 	 	 	
Exercised	 	 	—	 	 	$	—	 	 	 	 	 	
Options outstanding at March 31, 2021	 	 	342,008	 	 	$	29.98	 	 	$	4,445,085	 	
Options exercisable at March 31, 2021	 	 	—	 	 	$	—	 	 	$	—	 	
(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 March 31, 2021:
 
 	 	 	 	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	 	 	 	7.75	 	 	$	19.30	 	 	 	—	 	 	$	—	 	
$	21.85	 	 	 	54,150	 	 	 	6.41	 	 	$	21.85	 	 	 	—	 	 	$	—	 	
$	44.80	 	 	 	137,858	 	 	 	6.90	 	 	$	44.80	 	 	 	—	 	 	$	—	 	
$19.30 - $44.80	 	 	 	342,008	 	 	 	7.20	 	 	$	29.98	 	 	 	—	 	 	$	—	 	
15

 
The fair value of stock options granted in 2021 was estimated on the date of grant using the Black-Scholes option pricing model.
Following is additional information on stock options granted during the three months ended March 31, 2021 and the underlying assumptions used in assessing fair value:
 
 	 	Three Months Ended	 	
 	 	March 31, 2021	 	
Assumptions used to estimate fair value of stock options granted:	 	 	 	 	
Risk-free interest rate	 	0.50%	 	
Expected term (in years)	 	 	4.5	 	
Expected volatility	 	55.8%	 	
Expected dividend yield	 	 	—	 	
Weighted average grant-date fair value per share of options granted	 	$	20.26	 	
As of March 31, 2021, the total unrecognized compensation cost related to non-vested stock option awards was $3.8 million. We expect to recognize such costs over a weighted-average period of approximately 1.9 years.
Note 4. Acquisitions
2021 Acquisitions
Golden Skybridge
On March 18, 2021, we acquired a 60% controlling interest in the Golden Skybridge attraction for total cash consideration of $15 million Canadian dollars (approximately $12 million U.S. dollars), of which $6 million Canadian dollars (approximately $4.8 million U.S. dollars) will be used to fund remaining development and start-up costs. The Golden Skybridge is expected to open in June 2021.
The preliminary recording of the fair value of net assets acquired as of the acquisition date included $2.2 million in property and equipment and $6.8 million in noncontrolling interest. Under the acquisition method of accounting, the purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over the fair value of net assets acquired of $11.8 million was recorded as “Goodwill.” Goodwill is included in the Pursuit business group. The primary factor that contributed to the purchase price resulting in the recognition of goodwill related to future growth opportunities when combined with our other businesses. Goodwill is not deductible for tax purposes. We included these assets in the consolidated financial statements from the date of acquisition.
Due to the recent timing of the acquisition, the purchase price allocation is not yet finalized and is subject to change within the measurement period (up to one year from the acquisition date) as the assessment of acquired assets is finalized.
Transaction costs associated with the acquisition were $0.2 million during 2021, which are included in “Cost of services” in the Condensed Consolidated Statements of Operations.
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:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Raw materials	 	$	2,737	 	 	$	3,362	 	
Finished goods	 	 	5,669	 	 	 	5,365	 	
Inventories	 	$	8,406	 	 	$	8,727	 	

16

 
Note 6. Other Current Assets
Other current assets consisted of the following:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Prepaid insurance	 	$	4,109	 	 	$	4,297	 	
Restricted cash	 	 	3,231	 	 	 	2,426	 	
Prepaid software maintenance	 	 	3,179	 	 	 	3,058	 	
Prepaid vendor payments	 	 	1,275	 	 	 	1,835	 	
Income tax receivable	 	 	905	 	 	 	337	 	
Prepaid taxes	 	 	307	 	 	 	345	 	
Prepaid other	 	 	1,423	 	 	 	1,296	 	
Other	 	 	4,019	 	 	 	3,631	 	
Other current assets	 	$	18,448	 	 	$	17,225	 	

Note 7. Property and Equipment
Property and equipment consisted of the following:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Land and land interests	 	$	30,583	 	 	$	32,849	 	
Buildings and leasehold improvements	 	 	382,387	 	 	 	386,751	 	
Equipment and other	 	 	411,030	 	 	 	401,288	 	
Gross property and equipment	 	 	824,000	 	 	 	820,888	 	
Accumulated depreciation	 	 	(354,320	)	 	 	(352,100	)	
Property and equipment, net (excluding finance leases)	 	 	469,680	 	 	 	468,788	 	
Finance lease ROU assets, net (1)	 	 	63,934	 	 	 	23,366	 	
Property and equipment, net	 	$	533,614	 	 	$	492,154	 	
 
(1)	The increase in finance lease ROU assets is primarily due to the commencement of Pursuit’s new Sky Lagoon attraction in Iceland during the first quarter of 2021.	
 
Depreciation expense was $10.9 million for the three months ended March 31, 2021 and $12.2 million for the three months ended March 31, 2020.
Property and equipment purchased through accounts payable and accrued liabilities decreased $0.5 million during the three months ended March 31, 2021 and decreased $4.6 million during the three months ended March 31, 2020.
 
Note 8. Other Investments and Assets
Other investments and assets consisted of the following:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Self-insured liability receivable	 	$	6,358	 	 	$	6,358	 	
Other mutual funds	 	 	3,778	 	 	 	3,457	 	
Contract costs	 	 	2,813	 	 	 	2,912	 	
Other	 	 	2,760	 	 	 	2,765	 	
Other investments and assets	 	$	15,709	 	 	$	15,492	 	
 
17

 
Note 9. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill are as follows:
 
(in thousands)	 	Pursuit	 	
Balance at December 31, 2020	 	$	99,847	 	
Business acquisition	 	 	11,776	 	
Foreign currency translation adjustments	 	 	1,324	 	
Balance at March 31, 2021	 	$	112,947	 	
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) to estimate the fair value of our reporting units for purposes of goodwill impairment testing.
Although Pursuit’s reporting units continue to operate at a loss due to seasonally closed properties and travel restrictions as a result of the COVID-19 pandemic, we did not record any impairment charges during the first quarter of 2021 as there were no significant changes to our outlook for the future years and the risk profile of the reporting units had not changed.
Given the evolving 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 impairment charges in the future.
Other intangible assets consisted of the following:
 
 	 	 	 	March 31, 2021	 	 	December 31, 2020	 	
(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	 	6.3	 	$	37,821	 	 	$	(26,676	)	 	$	11,145	 	 	$	38,214	 	 	$	(26,288	)	 	$	11,926	 	
Operating contracts and licenses	 	36.4	 	 	42,402	 	 	 	(2,469	)	 	 	39,933	 	 	 	42,012	 	 	 	(2,405	)	 	 	39,607	 	
In-place lease	 	13.1	 	 	15,558	 	 	 	(778	)	 	 	14,780	 	 	 	15,347	 	 	 	(656	)	 	 	14,691	 	
Tradenames	 	5.0	 	 	5,659	 	 	 	(2,294	)	 	 	3,365	 	 	 	5,940	 	 	 	(2,435	)	 	 	3,505	 	
Non-compete agreements	 	0.8	 	 	780	 	 	 	(663	)	 	 	117	 	 	 	770	 	 	 	(616	)	 	 	154	 	
Other	 	6.9	 	 	829	 	 	 	(113	)	 	 	716	 	 	 	818	 	 	 	(102	)	 	 	716	 	
Total amortized intangible assets	 	 	 	 	103,049	 	 	 	(32,993	)	 	 	70,056	 	 	 	103,101	 	 	 	(32,502	)	 	 	70,599	 	
Indefinite-lived intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Business licenses	 	 	 	 	575	 	 	 	—	 	 	 	575	 	 	 	573	 	 	 	—	 	 	 	573	 	
Other intangible assets	 	 	 	$	103,624	 	 	$	(32,993	)	 	$	70,631	 	 	$	103,674	 	 	$	(32,502	)	 	$	71,172	 	
 
Intangible asset amortization expense was $1.2 million for the three months ended March 31, 2021 and $2.2 million for the three months ended March 31, 2020. We recorded a non-cash impairment charge to intangible assets of $15.7 million during the three months ended March 31, 2020 related to our United States audio-visual production business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve.
At March 31, 2021, the estimated future amortization expense related to intangible assets subject to amortization is as follows:
 
(in thousands)	 	 	 	 	
Year ending December 31,	 	 	 	 	
Remainder of 2021	 	$	4,039	 	
2022	 	 	5,164	 	
2023	 	 	4,500	 	
2024	 	 	3,539	 	
2025	 	 	2,244	 	
Thereafter	 	 	50,570	 	
Total	 	$	70,056	 	
 
18

 

Note 10. Other Current Liabilities
Other current liabilities consisted of the following:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Continuing operations:	 	 	 	 	 	 	 	 	
Self-insured liability	 	$	5,450	 	 	$	5,715	 	
Accrued employee benefit costs	 	 	2,879	 	 	 	2,363	 	
Accrued sales and use taxes	 	 	1,857	 	 	 	1,547	 	
Accrued interest payable	 	 	1,809	 	 	 	3,042	 	
Accrued professional fees	 	 	1,635	 	 	 	1,691	 	
Current portion of pension and postretirement liabilities	 	 	1,618	 	 	 	1,805	 	
Commissions payable	 	 	1,352	 	 	 	903	 	
Accrued restructuring	 	 	1,224	 	 	 	2,479	 	
Other taxes	 	 	1,824	 	 	 	1,872	 	
Other	 	 	4,974	 	 	 	5,123	 	
Total continuing operations	 	 	24,622	 	 	 	26,540	 	
Discontinued operations:	 	 	 	 	 	 	 	 	
Self-insured liability	 	 	226	 	 	 	347	 	
Environmental remediation liabilities	 	 	61	 	 	 	61	 	
Other	 	 	91	 	 	 	91	 	
Total discontinued operations	 	 	378	 	 	 	499	 	
Total other current liabilities	 	$	25,000	 	 	$	27,039	 	

Note 11. Other Deferred Items and Liabilities
Other deferred items and liabilities consisted of the following:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Continuing operations:	 	 	 	 	 	 	 	 	
Foreign deferred tax liability	 	$	19,492	 	 	$	21,336	 	
Multi-employer pension plan withdrawal liability	 	 	15,849	 	 	 	15,864	 	
Self-insured liability	 	 	7,168	 	 	 	6,662	 	
Self-insured excess liability	 	 	6,358	 	 	 	6,358	 	
Accrued compensation	 	 	5,309	 	 	 	5,821	 	
Accrued restructuring	 	 	2,680	 	 	 	2,751	 	
Other	 	 	1,464	 	 	 	1,479	 	
Total continuing operations	 	 	58,320	 	 	 	60,271	 	
Discontinued operations:	 	 	 	 	 	 	 	 	
Environmental remediation liabilities	 	 	2,177	 	 	 	2,179	 	
Self-insured liability	 	 	1,707	 	 	 	1,639	 	
Other	 	 	263	 	 	 	539	 	
Total discontinued operations	 	 	4,147	 	 	 	4,357	 	
Total other deferred items and liabilities	 	$	62,467	 	 	$	64,628	 	

19

 
Note 12. Debt and Finance Lease Obligations
The components of debt and finance lease obligations consisted of the following:
 
 	 	March 31,	 	 	December 31,	 	
(in thousands, except interest rates)	 	2021	 	 	2020	 	
2018 Credit Facility, 4.5% weighted-average interest rate at March 31, 2021 and 4.5% at December 31, 2020, due through 2023(1)	 	$	301,094	 	 	$	266,762	 	
FlyOver Iceland Credit Facility, 4.9% weighted-average interest rate at March 31, 2021 and December 31, 2020, due through 2023(1)	 	 	5,695	 	 	 	5,820	 	
FlyOver Iceland Term Loans, 3.8% weighted-average interest rate at March 31, 2021 and December 31, 2020, due through 2024(1)	 	 	710	 	 	 	705	 	
Less unamortized debt issuance costs	 	 	(2,481	)	 	 	(2,737	)	
Total debt(2)	 	 	305,018	 	 	 	270,550	 	
Finance lease obligations, 9.0% weighted-average interest rate at March 31, 2021 and 8.0% at December 31, 2020, due through 2067(3)	 	 	65,200	 	 	 	23,141	 	
Total debt and finance lease obligations(4)	 	 	370,218	 	 	 	293,691	 	
Current portion	 	 	(2,800	)	 	 	(8,335	)	
Long-term debt and finance lease obligations	 	$	367,418	 	 	$	285,356	 	
(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 $329.1 million as of March 31, 2021 and $254.0 million as of December 31, 2020. 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)‌	The increase in finance lease obligations is primarily due to the commencement of Pursuit’s new Sky Lagoon attraction in Iceland during the first quarter of 2021, which has a 46-year lease term.	
(4)‌	Cash paid for interest on debt was $5.7 million for the three months ended March 31, 2021 and $3.5 million for the three months ended March 31, 2020.	
2018 Credit Agreement
Effective October 24, 2018, we entered into 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”). The 2018 Credit Facility may be increased up to an additional $250 million under certain circumstances and has a $20 million sublimit for letters of credit. Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars, or British pounds. Our lenders under the 2018 Credit Agreement have a first perfected security interest in all of our personal property.
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 $100 million, with liquidity defined as unrestricted cash and available capacity on our 2018 Credit Facility. 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 the London Inter-bank 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. 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. In connection with the amendment, 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. As of March 31, 2021, we were in compliance with the amendment.
As of March 31, 2021, capacity remaining under the 2018 Credit Facility was $139.4 million, reflecting borrowings of $301.1 million and $9.5 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 begin to be phased out in 2021, our 2018 Credit Facility includes a method for determining an alternative or successor rate of interest that gives consideration to the new prevailing market convention. The vast majority of our borrowings under
20

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 March 31, 2021. Only our borrowings under the 2018 Credit Facility and the discount rates we use to account for some leases are indexed 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., (“FlyOver Iceland”) 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. The loan proceeds were used to complete the development of the FlyOver Iceland attraction. In response to the COVID-19 pandemic, we entered into an addendum to the FlyOver Iceland Credit Facility effective January 8, 2021 wherein the principal payments were deferred for twelve months beginning December 1, 2020, with the first payment due December 1, 2021. The addendum also extended the maturity date to September 1, 2023. There were no other changes to the terms of the FlyOver Iceland Credit Facility. During the first quarter of 2021, we obtained a waiver of certain covenants to the FlyOver Iceland Credit Facility through December 2021.
FlyOver Iceland Term Loans
During 2020, FlyOver Iceland entered into three term loans totaling ISK 90.0 million (approximately $0.7 million U.S. dollars) (the “FlyOver Iceland Term Loans”). The first term loan for ISK 10.0 million was entered into effective October 15, 2020 with a maturity date of April 1, 2023 and bears interest on a seven-day term deposit at the Central Bank of Iceland. The second term loan for ISK 30.0 million was entered into effective October 15, 2020 with a maturity date of October 1, 2024 and bears interest on a seven-day term deposit at the Central Bank of Iceland plus 3.07%. The third term loan for ISK 50.0 million was entered into effective December 29, 2020 with a maturity date of February 1, 2023 and bears interest at one-month Reykjavik InterBank Offered Rate (“REIBOR”) plus 4.99%. The Icelandic State Treasury guarantees supplemental loans provided by credit institutions to companies impacted by the COVID-19 pandemic. Accordingly, the Icelandic State Treasury guaranteed the repayment of up to 85% of the principal and interest on the ISK 10.0 million and ISK 30.0 million term loans and 70% of the principal amount on the ISK 50.0 million term loan. Loan proceeds will be used to fund operations.
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)	 	March 31, 2021	 	 	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)	 	 	3,778	 	 	 	3,778	 	 	 	—	 	 	 	—	 	
Total assets at fair value on a recurring basis	 	$	3,780	 	 	$	3,780	 	 	$	—	 	 	$	—	 	
21

 
 
 	 	 	 	 	 	Fair Value Measurements at Reporting Date Using	 	
(in thousands)	 	December 31, 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)	 	 	3,457	 	 	 	3,457	 	 	 	—	 	 	 	—	 	
Total assets at fair value on a recurring basis	 	$	3,459	 	 	$	3,459	 	 	$	—	 	 	$	—	 	
 
(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.
Note 14. Loss Per Share
The components of basic and diluted loss per share are as follows:
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands, except per share data)	 	2021	 	 	2020	 	
Net loss attributable to Viad (diluted)	 	$	(43,152	)	 	$	(86,585	)	
Convertible preferred stock dividends	 	 	(1,898	)	 	 	—	 	
Adjustment to the redemption value of redeemable noncontrolling interest	 	 	(56	)	 	 	(126	)	
Net loss allocated to Viad common stockholders (basic)	 	$	(45,106	)	 	$	(86,711	)	
Basic weighted-average outstanding common shares	 	 	20,370	 	 	 	20,215	 	
Diluted weighted-average outstanding shares	 	 	20,370	 	 	 	20,215	 	
Loss per share:	 	 	 	 	 	 	 	 	
Basic loss attributable to Viad common stockholders	 	$	(2.21	)	 	$	(4.29	)	
Diluted loss attributable to Viad common stockholders(1)	 	$	(2.21	)	 	$	(4.29	)	
 
(1)	Diluted loss per share amount cannot exceed basic loss per share.	
Diluted loss per common share is calculated using the more dilutive of the two-class method or as-converted method. The two-class method uses net loss available to common stockholders and assumes conversion of all potential shares other than the participating securities. The as-converted method uses net loss and assumes conversion of all potential shares including the participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock. We apply the two-class method in calculating loss per common share as unvested share-based payment awards that contain nonforfeitable rights to dividends and preferred stock are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating loss per share. The adjustment to the carrying value of the redeemable noncontrolling interest is reflected in loss per common share.
We excluded the following weighted-average potential common shares from the calculations of diluted net loss per common share during the applicable periods because their inclusion would have been anti-dilutive:
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	2020	 	
Convertible preferred stock (as converted to common stock)	 	 	6,494	 	 	—	 	
Unvested restricted share-based awards	 	 	38	 	 	84	 	
Stock options	 	 	57	 	 	16	 	

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Note 15. 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 mezzanine 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 March 31, 2021, $1.9 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
Our Board of Directors previously authorized us 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. In March 2020, our Board of Directors suspended our share repurchase program for the foreseeable future. Prior to the suspension, we repurchased 53,784 shares on the open market for $2.8 million during the three months ended March 31, 2020. As of March 31, 2021, 546,283 shares remain available for repurchase. Additionally, we repurchase shares related to tax withholding requirements on vested restricted stock awards. Refer to Note 3 – Share-Based Compensation.
Note 16. Accumulated Other Comprehensive Income (Loss)
 
Changes in accumulated other comprehensive income (loss) (“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, 2020	 	$	(16,686	)	 	$	(13,955	)	 	$	(30,641	)	
Other comprehensive income before reclassifications	 	 	3,977	 	 	 	—	 	 	 	3,977	 	
Amounts reclassified from AOCI, net of tax	 	 	—	 	 	 	121	 	 	 	121	 	
Net other comprehensive income	 	 	3,977	 	 	 	121	 	 	 	4,098	 	
Balance at March 31, 2021	 	$	(12,709	)	 	$	(13,834	)	 	$	(26,543	)	
 
(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	 	 	(28,158	)	 	 	—	 	 	 	(28,158	)	
Amounts reclassified from AOCI, net of tax	 	 	—	 	 	 	314	 	 	 	314	 	
Net other comprehensive income (loss)	 	 	(28,158	)	 	 	314	 	 	 	(27,844	)	
Balance at March 31, 2020	 	$	(51,957	)	 	$	(11,586	)	 	$	(63,543	)	
 
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 18 – Pension and Postretirement Benefits for additional information.

 
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Note 17. Income Taxes
The effective tax rate was 6.3% for the three months ended March 31, 2021 and 15.2% for the three months ended March 31, 2020.
The income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The effective tax rate for the three months ended March 31, 2021 was less than the federal statutory rate of 21% primarily as a result of excluding the tax benefits on losses recognized in the United States, United Kingdom, and other European countries where we have a valuation allowance. The effective tax rate for the three months ended March 31, 2020 was less than the federal statutory rate of 21% primarily due to no tax benefit recognized on some of the goodwill impairments.
We paid cash for income taxes of $0.7 million during the three months ended March 31, 2021 and $3.3 million during the three months ended March 31, 2020.
 
Note 18. Pension and Postretirement Benefits
The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended March 31, 2021 and 2020 consist of the following:
 
 	 	Domestic Plans	 	 	 	 	 	 	 	 	 	
 	 	Pension Plans	 	 	Postretirement Benefit Plans	 	 	Foreign Pension Plans	 	
(in thousands)	 	2021	 	 	2020	 	 	2021	 	 	2020	 	 	2021	 	 	2020	 	
Service cost	 	$	—	 	 	$	—	 	 	$	13	 	 	$	15	 	 	$	113	 	 	$	110	 	
Interest cost	 	 	114	 	 	 	160	 	 	 	55	 	 	 	88	 	 	 	76	 	 	 	84	 	
Expected return on plan assets	 	 	(27	)	 	 	(1	)	 	 	—	 	 	 	—	 	 	 	(125	)	 	 	(131	)	
Amortization of prior service credit	 	 	—	 	 	 	—	 	 	 	(1	)	 	 	(36	)	 	 	—	 	 	 	—	 	
Recognized net actuarial loss	 	 	151	 	 	 	135	 	 	 	56	 	 	 	82	 	 	 	49	 	 	 	46	 	
Net periodic benefit cost	 	$	238	 	 	$	294	 	 	$	123	 	 	$	149	 	 	$	113	 	 	$	109	 	

We expect to contribute $0.8 million to our funded pension plans, $0.9 million to our unfunded pension plans, and $0.9 million to our postretirement benefit plans in 2021. During the three months ended March 31, 2021, we contributed $0.2 million to our funded pension plans, $0.2 million to our unfunded pension plans, and $0.2 million to our postretirement benefit plans.
 
Note 19. 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 resulted in restructuring charges related to the elimination of certain positions and continuing to reduce our facility footprint at GES, as well as charges related to the closure and liquidation of GES’ United Kingdom-based audio-visual services business. In the fourth quarter of 2020, we entered into an agreement with a third-party to outsource the management, cleaning, and storage of the aisle carpeting we use at live events and consequently vacated a facility during the first quarter of 2021.
Other Restructurings
We recorded restructuring charges in connection with the consolidation of certain support functions at our corporate headquarters and certain reorganization activities within Pursuit. These charges primarily consist of severance and related benefits due to headcount reductions and charges related to the downsizing of facilities.
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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, 2020	 	$	2,440	 	 	$	2,766	 	 	$	24	 	 	$	5,230	 	
Restructuring charges	 	 	64	 	 	 	2,719	 	 	 	43	 	 	 	2,826	 	
Cash payments	 	 	(419	)	 	 	(1,747	)	 	 	(60	)	 	 	(2,226	)	
Non-cash items(1)	 	 	—	 	 	 	(1,913	)	 	 	—	 	 	 	(1,913	)	
Adjustment to liability	 	 	(10	)	 	 	(18	)	 	 	15	 	 	 	(13	)	
Balance at March 31, 2021	 	$	2,075	 	 	$	1,807	 	 	$	22	 	 	$	3,904	 	
 
(1)	Represents non-cash adjustments related to a write down of certain ROU assets as a result of vacating certain facilities prior to the lease term and the closure and liquidation of GES’ United Kingdom-based audio-visual services business.	
 
As of March 31, 2021, $1.5 million of the liabilities related to severance and employee benefits will remain unpaid by the end of 2021. The liability related to future lease payments will be paid over the remaining lease terms. Refer to Note 23 – Segment Information for information regarding restructuring charges by segment.
 
Note 20. Leases and Other
The balance sheet presentation of our operating and finance leases is as follows:
 
 	 	 	 	March 31,	 	 	December 31,	 	
(in thousands)	 	Classification on the Condensed Consolidated Balance Sheet	 	2021	 	 	2020	 	
Assets:	 	 	 	 	 	 	 	 	 	 	
Operating lease assets	 	Operating lease ROU assets	 	$	81,488	 	 	$	82,739	 	
Finance lease assets (1)	 	Property and equipment, net	 	 	63,934	 	 	 	23,366	 	
Total lease assets	 	 	 	$	145,422	 	 	$	106,105	 	
 	 	 	 	 	 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	 	 	 	
Current:	 	 	 	 	 	 	 	 	 	 	
Operating lease obligations	 	Operating lease obligations	 	$	14,684	 	 	$	15,697	 	
Finance lease obligations	 	Current portion of debt and finance lease obligations	 	 	2,519	 	 	 	2,514	 	
Noncurrent:	 	 	 	 	 	 	 	 	 	 	
Operating lease obligations	 	Long-term operating lease obligations	 	 	72,878	 	 	 	70,150	 	
Finance lease obligations (1)	 	Long-term debt and finance lease obligations	 	 	62,681	 	 	 	20,627	 	
Total lease liabilities	 	 	 	$	152,762	 	 	$	108,988	 	
(1)	The increase in finance lease assets and obligations is primarily due to the commencement of Pursuit’s new Sky Lagoon attraction in Iceland during the first quarter of 2021, which has a 46-year lease term.	
During the three months ended March 31, 2021, we recorded a write down of certain ROU assets as a result of vacating certain facilities prior to the lease term.
The components of lease expense consisted of the following:
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Finance lease cost:	 	 	 	 	 	 	 	 	
Amortization of ROU assets	 	$	1,070	 	 	$	918	 	
Interest on lease liabilities	 	 	1,315	 	 	 	417	 	
Operating lease cost	 	 	6,270	 	 	 	6,727	 	
Short-term lease cost	 	 	261	 	 	 	310	 	
Variable lease cost	 	 	942	 	 	 	1,699	 	
Total lease cost, net	 	$	9,858	 	 	$	10,071	 	
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Other information related to operating and finance leases are as follows:
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Cash paid for amounts included in the measurement of lease liabilities:	 	 	 	 	 	 	 	 	
Operating cash flows from operating leases	 	$	6,153	 	 	$	6,529	 	
Operating cash flows from finance leases	 	$	274	 	 	$	160	 	
Financing cash flows from finance leases	 	$	710	 	 	$	777	 	
ROU assets obtained in exchange for lease obligations:	 	 	 	 	 	 	 	 	
Operating leases	 	$	6,299	 	 	$	779	 	
Finance leases	 	 	42,907	 	 	$	730	 	
 	 	 	 	 	 	 	 	 	
 	 	March 31,	 	 	December 31,	 	
 	 	2021	 	 	2020	 	
Weighted-average remaining lease term (years):	 	 	 	 	 	 	 	 	
Operating leases	 	 	8.21	 	 	 	8.39	 	
Finance leases	 	 	35.44	 	 	 	13.97	 	
Weighted-average discount rate:	 	 	 	 	 	 	 	 	
Operating leases	 	 	7.02	%	 	 	6.93	%	
Finance leases	 	 	9.04	%	 	 	7.99	%	
 
As of March 31, 2021, 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 2021	 	$	16,616	 	 	$	5,948	 	 	$	22,564	 	
2022	 	 	16,932	 	 	 	7,927	 	 	 	24,859	 	
2023	 	 	13,847	 	 	 	7,407	 	 	 	21,254	 	
2024	 	 	11,982	 	 	 	6,735	 	 	 	18,717	 	
2025	 	 	10,689	 	 	 	6,204	 	 	 	16,893	 	
Thereafter	 	 	52,037	 	 	 	189,245	 	 	 	241,282	 	
Total future lease payments	 	 	122,103	 	 	 	223,466	 	 	 	345,569	 	
Less: Amount representing interest	 	 	(34,541	)	 	 	(158,266	)	 	 	(192,807	)	
Present value of minimum lease payments	 	 	87,562	 	 	 	65,200	 	 	 	152,762	 	
Current portion	 	 	14,684	 	 	 	2,519	 	 	 	17,203	 	
Long-term portion	 	$	72,878	 	 	$	62,681	 	 	$	135,559	 	
 
As of March 31, 2021, the estimated future minimum rental income under non-cancellable leases, which includes rental income from facilities that we own, are as follows:
 
(in thousands)	 	 	 	 	
Remainder of 2021	 	$	1,180	 	
2022	 	 	1,088	 	
2023	 	 	869	 	
2024	 	 	646	 	
2025	 	 	493	 	
Thereafter	 	 	1,333	 	
Total minimum rents	 	$	5,609	 	
 
Lease Not Yet Commenced
As of March 31, 2021, we had executed a facility lease for which we did not have control of the underlying assets. Accordingly, we did not record the lease liability and ROU asset on our Condensed Consolidated Balance Sheets. This lease is for the new FlyOver Attraction, FlyOver Canada Toronto. We expect the lease commencement date to begin in fiscal year 2022 with a lease term of 22 years.
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Note 21. 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. Although the amount of liability as of March 31, 2021 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 while enroute 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 and subsequent claims. 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 March 31, 2021, 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 March 31, 2021, 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 March 31, 2021 would be $90.0 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 2021 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.
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 $12.6 million as of March 31, 2021, which includes $7.9 million related to workers’ compensation liabilities, and $4.7 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 $1.9 million as of March 31, 2021. 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 March 31, 2021. 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 $0.2 million for the three months ended March 31, 2021 and $1.5 million for the three months ended March 31, 2020.
In addition, as of March 31, 2021, we have recorded insurance liabilities of $6.4 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. The $6.4 million is related to workers’ compensation liabilities, which is recorded in other deferred items and liabilities in the Condensed Consolidated Balance Sheets with a corresponding receivable in other investments.
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Note 22. Noncontrolling Interest – Redeemable and Non-redeemable
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 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, 2020	 	$	5,225	 	
Net loss attributable to redeemable noncontrolling interest	 	 	(494	)	
Adjustment to the redemption value	 	 	56	 	
Capital contribution	 	 	142	 	
Foreign currency translation adjustment	 	 	77	 	
Balance at March 31, 2021	 	$	5,006	 	
 
Non-redeemable noncontrolling interest
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 equity ownership interest that we do not own.
Changes in the non-redeemable noncontrolling interest are as follows:
 
(in thousands)	Glacier Park Inc.	 	 	Brewster (1)	 	 	Sky Lagoon	 	 	Total	 	
Balance at December 31, 2020	$	13,953	 	 	$	51,295	 	 	$	12,896	 	 	$	78,144	 	
Net loss attributable to non-redeemable noncontrolling interest	 	(729	)	 	 	(87	)	 	 	(629	)	 	 	(1,445	)	
Acquisitions	 	—	 	 	 	6,759	 	 	 	—	 	 	 	6,759	 	
Dividends	 	—	 	 	 	(951	)	 	 	—	 	 	 	(951	)	
Foreign currency translation adjustments	 	2	 	 	 	654	 	 	 	94	 	 	 	750	 	
Balance at March 31, 2021	$	13,226	 	 	$	57,670	 	 	$	12,361	 	 	$	83,257	 	
Equity ownership interest that we do not own	 	20	%	 	 	40	%	 	 	49	%	 	 	 	 	
 
(1)	Includes Mountain Park Lodges and our recently acquired Golden Skybridge at Brewster, part of the Banff Jasper Collection.	
 
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Note 23. Segment Information
We measure the profit and performance of our operations on the basis of segment operating income or 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.
During the first quarter of 2021, we reorganized GES’ operating segments to represent the changes in how our CODM reviews the financial performance of GES and makes decisions regarding the allocation of resources. Accordingly, GES is now a single reportable segment. We made no changes to the Pursuit reportable segment.
Our reportable segments, with reconciliations to consolidated totals, are as follows:
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Revenue:	 	 	 	 	 	 	 	 	
GES	 	$	19,145	 	 	$	281,135	 	
Pursuit	 	 	9,790	 	 	 	13,523	 	
Total revenue	 	$	28,935	 	 	$	294,658	 	
Segment operating income (loss):	 	 	 	 	 	 	 	 	
GES	 	$	(19,904	)	 	$	10,858	 	
Pursuit	 	 	(18,321	)	 	 	(20,274	)	
Segment operating loss	 	 	(38,225	)	 	 	(9,416	)	
Corporate eliminations (1)	 	 	17	 	 	 	16	 	
Corporate activities	 	 	(2,005	)	 	 	(789	)	
Operating loss	 	 	(40,213	)	 	 	(10,189	)	
Interest income	 	 	33	 	 	 	79	 	
Interest expense	 	 	(5,118	)	 	 	(4,018	)	
Other expense	 	 	(360	)	 	 	(419	)	
Restructuring charges:	 	 	 	 	 	 	 	 	
GES	 	 	(2,783	)	 	 	(656	)	
Pursuit	 	 	(23	)	 	 	(1	)	
Corporate	 	 	(20	)	 	 	(194	)	
Impairment charges:	 	 	 	 	 	 	 	 	
GES	 	 	—	 	 	 	(86,623	)	
Pursuit	 	 	—	 	 	 	(1,757	)	
Loss from continuing operations before income taxes	 	$	(48,484	)	 	$	(103,778	)	
(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.	
 
Note 24. Subsequent Event
On April 30, 2021, we opened Pursuit’s new Sky Lagoon attraction in Reykjavik, Iceland.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Form 10-Q contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors include, among others: the factors set forth under “Risk Factors” (Part I, Item 1A) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”), as may be updated elsewhere in this report; and the information set forth in other Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC. Such risks, uncertainties, and other important factors include, among others: the short- and longer-term effects of the COVID-19 pandemic, including the demand for travel, event business and travel experiences, and levels of consumer confidence; actions that governments, businesses, and individuals take in response to the COVID-19 pandemic or any future resurgence, including limiting or banning travel; the impact of the COVID-19 pandemic, or any future resurgence, on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; and the pace of recovery following the COVID-19 pandemic or any future resurgence.
Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

 	•	the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;	
 	•	our ability to anticipate and adjust for the impact of the COVID-19 pandemic on our businesses;	
 	•	general economic uncertainty in key global markets and a worsening of global economic conditions;	
 	•	travel industry disruptions;	
 	•	our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;	
 	•	our dependence on large exhibition event clients;	
 	•	the importance of key members of our account teams to our business relationships;	
 	•	the competitive nature of the industries in which we operate;	
 	•	unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;	
 	•	seasonality of our businesses;	
 	•	transportation disruptions and increases in transportation costs;	
 	•	natural disasters, weather conditions, and other catastrophic events;	
 	•	our multi-employer pension plan funding obligations;	
 	•	our exposure to labor cost increases and work stoppages related to unionized employees;	
 	•	liabilities relating to prior and discontinued operations;	
 	•	adverse effects of show rotation on our periodic results and operating margins;	
 	•	our exposure to currency exchange rate fluctuations;	
 	•	our exposure to cybersecurity attacks and threats;	
 	•	compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data; and	
 	•	changes affecting the London Inter-bank Offered Rate (“LIBOR”) and the Canadian Dollar Offered Rate (“CDOR”).	
For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to Item 1A, “Risk Factors,” of our 2020 Form 10-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement except as required by applicable law or regulation.
The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with our 2020 Form 10-K and the condensed consolidated financial statements and related notes included in this Form 10-Q. The MD&A is intended to assist in understanding our financial condition and results of operations.
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Overview
We are a leading provider of experiential leisure travel and live events and marketing experiences 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 two reportable business segments: GES and Pursuit:
 	•	GES is a global, full-service live events company providing exhibition and conference services, brand experiences, and on-site venue services to the world’s leading brands and event organizers.	
 	•	Pursuit is an attractions and hospitality company that provides a collection of inspiring and unforgettable experiences in iconic destinations.	
COVID-19 Pandemic
Starting in mid-March 2020 and extending through the first quarter of 2021, the COVID-19 pandemic had a significant and negative impact on our operations and financial performance, with live events largely shut down and severe tourism activity disruptions. In response to the COVID-19 pandemic, we implemented aggressive cost reduction measures in 2020 to preserve cash, including furloughs, layoffs, mandatory unpaid time off or salary reductions for all employees, and the reduction of discretionary spending. We also suspended future dividend payments and share repurchases, and we availed ourselves of governmental assistance programs for wages and tax relief.
In August 2020, we secured additional capital to strengthen our liquidity position by entering into an investment agreement with funds managed by private equity firm Crestview Partners who made an initial investment of $135 million, offset in part by $9.2 million in fees, in newly issued perpetual convertible preferred stock. Refer to Note 15 – Common and Preferred Stock of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information. In August 2020, we also amended our Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”) for our $450 million revolving credit facility (the “2018 Credit Facility”) to provide financial flexibility, which, among other things waives our financial covenants until September 30, 2022. Refer to Note 12 – Debt and Finance Lease Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information.
The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments including the duration, spread, and intensity of the virus as well as the success of vaccination efforts, all of which are uncertain and difficult to predict. Due to the evolving and uncertain nature of COVID-19, we are not able at this time to fully estimate the effect of these factors on our business; however, the adverse impact on our business, results of operations, and cash flows has been material. We will continue to evaluate and implement additional cost-cutting measures as are necessary to mitigate the negative financial and operational impact of COVID-19 on our business.
Seasonality
GES’ live event activity can vary significantly from quarter to quarter and year to year depending on the frequency and timing of shows. Some shows are not held annually and some shift between quarters. Show rotation refers to shows that occur less frequently than annually, as well as annual shows that shift quarters from one year to the next. Live event activity was largely cancelled or postponed after mid-March 2020 and continuing into 2021 due to the COVID-19 pandemic.
Pursuit experiences peak activity during the summer months. We experienced lower visitation to Pursuit’s properties in 2020 due to the COVID-19 pandemic as travel restrictions and border closures largely remained in place. We seasonally closed Pursuit’s non-year-round properties during the first quarter of 2021; however, temporary government mandated closures occurred at FlyOver Canada and FlyOver Iceland during the first quarter.
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Results of Operations‌
Financial Highlights
 
 	 	Three Months Ended	 	 	 	 	 	
 	 	March 31,	 	 	 	 	 	
(in thousands, except per share data)	 	2021	 	 	2020	 	 	%
Change	 	
Total revenue (1)	 	$	28,935	 	 	$	294,658	 	 	 	(90.2	)%	
Net loss attributable to Viad	 	$	(43,152	)	 	$	(86,585	)	 	 	50.2	%	
Segment operating loss (2)	 	$	(38,225	)	 	$	(9,416	)	 	**	 	
Diluted loss per common share
  from continuing operations attributable
  to Viad common stockholders	 	$	(2.23	)	 	$	(4.27	)	 	 	47.8	%	
 
** Change is greater than +/- 100%
(1)	As previously disclosed in our 2020 Form 10-K, we identified prior period errors related to the recognition of revenue of GES’ third-party services. Revenue from these services should have been recorded on a net basis to reflect only the fees received for arranging these services, whereas previously, we recorded this revenue on a gross basis, thus overstating revenue and cost of services by the same amount. As a result, GES’ 2020 revenue has been corrected to reflect this immaterial gross-to-net adjustment. Refer to Note 1 – Overview and Basis of Presentation of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.	
(2)	Refer to Note 23 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating loss, to the most directly comparable GAAP measure.	
 	•	Total revenue decreased $265.7 million, primarily due to the impact of the COVID-19 pandemic as GES experienced show postponements and cancellations starting in mid-March 2020. Live events remained largely shut down during the first quarter of 2021. Pursuit temporarily closed its properties in mid-March 2020 through the remainder of the first quarter of 2020. Most of Pursuit’s year-round properties were open during the first quarter of 2021, although there was lower visitation due in part to capacity restrictions in addition to temporary government mandated closures at FlyOver Canada and FlyOver Iceland.	
 	•	Net loss attributable to Viad improved $43.4 million, primarily due to impairment charges of $88.4 million recorded during the three months ended March 31, 2020, offset in part by higher segment operating loss in 2021.	
 	•	Total segment operating loss(2) increased $28.8 million, primarily due to lower revenue at GES and Pursuit as a result of the COVID-19 pandemic in addition to the elimination of performance-based incentives in 2020, offset in part by a $9.1 million gain on sale of a GES warehouse in Orlando.	
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Foreign Exchange Rate Variances
We conduct our foreign operations primarily in Canada, the United Kingdom, Iceland, the Netherlands, Germany, and to a lesser extent, in certain other countries.
The following table summarizes the foreign exchange rate variance effects (or “FX Impact”) on revenue and segment operating loss from our significant international operations for the three months ended March 31, 2021 and 2020:
 
 	 	Revenue	 	 	Segment Operating Income (Loss)	 	
 	 	Weighted-Average
Exchange Rates	 	 	FX Impact	 	 	Weighted-Average
Exchange Rates	 	 	FX Impact	 	
 	 	2021	 	 	2020	 	 	(in thousands)	 	 	2021	 	 	2020	 	 	(in thousands)	 	
GES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Canada (CAD)	 	$	0.79	 	 	$	0.73	 	 	$	54	 	 	$	0.79	 	 	$	0.73	 	 	$	(50	)	
United Kingdom (GBP)	 	$	1.38	 	 	$	1.28	 	 	 	158	 	 	$	1.38	 	 	$	1.28	 	 	 	(180	)	
Europe (EUR)	 	$	1.20	 	 	$	1.10	 	 	 	20	 	 	$	1.20	 	 	$	1.10	 	 	 	(71	)	
 	 	 	 	 	 	 	 	 	 	 	232	 	 	 	 	 	 	 	 	 	 	 	(301	)	
Pursuit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Canada (CAD)	 	$	0.79	 	 	$	0.75	 	 	$	541	 	 	$	0.79	 	 	$	0.74	 	 	$	(509	)	
Iceland (ISK)	 	$	0.01	 	 	$	0.01	 	 	 	2	 	 	$	0.01	 	 	$	0.01	 	 	 	(33	)	
 	 	 	 	 	 	 	 	 	 	$	543	 	 	 	 	 	 	 	 	 	 	$	(542	)	
 	 	 	 	 	 	 	 	 	 	$	775	 	 	 	 	 	 	 	 	 	 	$	(843	)	
Revenue and segment operating loss were primarily impacted by variances of the British pound, the Canadian dollar, the Euro, and the Icelandic krona relative to the U.S. dollar. Future changes in exchange rates may impact overall expected profitability and historical period-to-period comparisons when revenue and segment operating loss are translated into U.S. dollars.
Analysis of Revenue and Operating Results by Reportable Segment
GES
During the first quarter of 2021, we reorganized GES’ operating segments to represent the changes in how our chief operating decision maker (“CODM”) reviews the financial performance of GES and makes decisions regarding the allocation of resources. Accordingly, GES is now a single reportable segment.
The following table presents a comparison of GES’ reported revenue and segment operating income (loss) to organic revenue(1) and organic segment operating income (loss)(1) for the three months ended March 31, 2021 and 2020.
 
 	 	Three Months Ended	 	 	Three Months Ended	 	 	 	 	
 	 	March 31, 2021	 	 	March 31, 2020	 	 	Change vs. 2020	 	
(in thousands)	 	As Reported	 	 	Acquisitions	 	 	FX Impact	 	 	Organic(2)	 	 	As Reported	 	 	Acquisitions	 	 	Organic(2)	 	 	As Reported	 	 	Organic(2)	 	
Total GES revenue(1)	 	$	19,145	 	 	$	—	 	 	$	232	 	 	$	18,913	 	 	$	281,135	 	 	$	—	 	 	$	281,135	 	 	 	(93.2	)%	 	 	(93.3	)%	
Total GES segment operating income (loss)(3)	 	$	(19,904	)	 	$	—	 	 	$	(301	)	 	$	(19,603	)	 	$	10,858	 	 	$	—	 	 	$	10,858	 	 	**	 	 	**	 	
** Change is greater than +/- 100%
(1)	As previously disclosed in our 2020 Form 10-K, we identified prior period errors related to the recognition of revenue of GES’ third-party services. Revenue from these services should have been recorded on a net basis to reflect only the fees received for arranging these services, whereas previously, we recorded this revenue on a gross basis, thus overstating revenue and cost of services by the same amount. As a result, GES’ 2020 revenue has been corrected to reflect this immaterial gross-to-net adjustment. Refer to Note 1 – Overview and Basis of Presentation of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for additional information.	
(2)	Organic revenue and organic segment operating income (loss) are non-GAAP financial measures that adjust for the impacts of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods presented. For more information about organic revenue and organic segment operating income (loss), see the “Non-GAAP Measures” section of this MD&A.	
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(3)	Refer to Note 23 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating income (loss), to the most directly comparable GAAP measure.	
 
GES revenue decreased $262.0 million, primarily due to show postponements and cancellations as a result of the COVID-19 pandemic. Live events remained largely shut down during the first quarter of 2021. Revenue earned during 2021 was primarily driven by virtual and hybrid events completed during the first quarter of 2021. Revenue earned during 2020 was primarily driven by shows completed during Q1 2020 before the onset of the pandemic and compensation for work completed on cancelled shows. Organic revenue* decreased  $262.2 million.
GES segment operating loss was $19.9 million during the three months ended March 31, 2021 as compared to income of $10.9 million during the three months ended March 31, 2020. The 2021 loss is primarily due to the decrease in revenue, offset in part by the reduction in operating costs by reducing wages and discretionary costs and a $9.1 million gain on sale of a GES warehouse in Orlando. Organic segment operating loss* was $19.6 million during the three months ended March 31, 2021 as compared to income of $10.9 million during the three months ended March 31, 2020.
* Refer to footnote (2) in the above table for more information about the non-GAAP financial measures of organic revenue and organic segment operating loss.
Pursuit
The following table presents a comparison of Pursuit’s reported revenue and segment operating loss to organic revenue(3) and organic segment operating loss(3) for the three months ended March 31, 2021 and 2020.
 
 	 	Three Months Ended	 	 	Three Months Ended	 	 	 	 	
 	 	March 31, 2021	 	 	March 31, 2020	 	 	Change vs. 2020	 	
(in thousands)	 	As Reported	 	 	Acquisitions(2)	 	 	FX Impact	 	 	Organic(3)	 	 	As Reported	 	 	Acquisitions(2)	 	 	Organic(3)	 	 	As Reported	 	 	Organic(3)	 	
Revenue(1):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pursuit:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Attractions	 	$	2,256	 	 	$	—	 	 	$	127	 	 	$	2,129	 	 	$	5,278	 	 	$	—	 	 	$	5,278	 	 	 	(57.3	)%	 	 	(59.7	)%	
Hospitality	 	 	6,941	 	 	 	—	 	 	 	393	 	 	 	6,548	 	 	 	5,981	 	 	 	—	 	 	 	5,981	 	 	 	16.1	%	 	 	9.5	%	
Transportation	 	 	533	 	 	 	—	 	 	 	31	 	 	 	502	 	 	 	2,146	 	 	 	—	 	 	 	2,146	 	 	 	(75.2	)%	 	 	(76.6	)%	
Travel Planning	 	 	60	 	 	 	—	 	 	 	4	 	 	 	56	 	 	 	199	 	 	 	—	 	 	 	199	 	 	 	(69.8	)%	 	 	(71.9	)%	
Intra-Segment Eliminations & Other	 	 	—	 	 	 	—	 	 	 	(12	)	 	 	12	 	 	 	(81	)	 	 	—	 	 	 	(81	)	 	 	(100.0	)%	 	**	 	
Total Pursuit	 	$	9,790	 	 	$	—	 	 	$	543	 	 	$	9,247	 	 	$	13,523	 	 	$	—	 	 	$	13,523	 	 	 	(27.6	)%	 	 	(31.6	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment operating loss(4):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Pursuit	 	$	(18,321	)	 	$	(75	)	 	$	(542	)	 	$	(17,704	)	 	$	(20,274	)	 	$	—	 	 	$	(20,274	)	 	 	9.6	%	 	 	12.7	%	

(1)‌	Revenue by line of business does not agree to Note 2 – Revenue and Related Contract Costs and Contract Liabilities in the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) as the amounts in the above table include product revenue from food and beverage and retail operations within each line of business.	
(2)	Acquisitions include the Golden Skybridge (acquired March 2021). The Golden Skybridge is expected to open in June 2021.	
(3)	Organic revenue and organic segment operating loss are non-GAAP financial measures that adjust for the impacts of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods presented. For more information about organic revenue and organic segment operating loss, see the “Non-GAAP Measures” section of this MD&A.	
(4)‌	Refer to Note 23 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of the non-GAAP financial measure, segment operating loss, to the most directly comparable GAAP measure.	
Pursuit revenue decreased $3.7 million or 27.6%, primarily due to the impact of the COVID-19 pandemic as travel restrictions and border closures largely remained in place throughout the first quarter of 2021. Most of Pursuit’s year-round attractions and properties were open during the first quarter of 2021, although there was lower visitation due in part to capacity restrictions in addition to temporary government mandated closures at FlyOver Canada and FlyOver Iceland. In 2020, Pursuit temporarily closed its properties
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in mid-March 2020 through the end of the first quarter of 2020. Organic revenue* decreased $4.3 million or 31.6% during the three months ended March 31, 2021.
Pursuit segment operating loss improved $2.0 million or 9.6%, primarily due to the reduction in operating costs through efforts to maximize profitability in addition to wage subsidies granted by the Canadian government. Organic segment operating loss* decreased $2.6 million.
* Refer to footnote (3) in the above table for more information about the non-GAAP financial measures of organic revenue and organic segment operating loss.
Performance Measures
We use the following key business metrics to evaluate the performance of Pursuit’s attractions business:
 	•	Number of visitors. The number of visitors allows us to assess the volume of tickets sold at each attraction during the period.	
 	•	Revenue per attraction visitor. Revenue per attraction visitor is calculated as total attractions revenue divided by the total number of visitors at all Pursuit attractions during the period. Total attractions revenue includes ticket sales and ancillary revenue generated by attractions, such as food and beverage and retail revenue. Total attractions revenue per visitor measures the total spend per visitor that attraction properties are able to capture, which is important to the profitability of the attractions business.	
 	•	Effective ticket price. Effective ticket price is calculated as revenue from the sale of attraction tickets divided by the total number of visitors at all comparable Pursuit attractions during the period.	
We use the following key business metrics, common in the hospitality industry, to evaluate Pursuit’s hospitality business:
 	•	Revenue per Available Room. RevPAR is calculated as total rooms revenue divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Total rooms revenue does not include non-rooms revenue, which consists of ancillary revenue generated by hospitality properties, such as food and beverage and retail revenue. RevPAR measures the period-over-period change in rooms revenue per available room for comparable hospitality properties. RevPAR is affected by average daily rate and occupancy, which have different implications on profitability.	
 	•	Average Daily Rate. ADR is calculated as total rooms revenue divided by the total number of room nights sold for all comparable Pursuit hospitality properties during the period. ADR is used to assess the pricing levels that the hospitality properties are able to realize. Increases in ADR lead to increases in rooms revenue with no substantial effect on variable costs, therefore having a greater impact on margins than increases in occupancy.	
 	•	Occupancy. Occupancy is calculated as the total number of room nights sold divided by the total number of room nights available for all comparable Pursuit hospitality properties during the period. Occupancy measures the utilization of the available capacity at the hospitality properties. Increases in occupancy result in increases in rooms revenue and additional variable operating costs (including housekeeping services, utilities, and room amenity costs), as well as increases in ancillary non-rooms revenue (including food and beverage and retail revenue).	
The following table provides Pursuit’s same-store key performance indicators. The same-store metrics indicate the performance of all Pursuit’s properties and attractions that we owned and operated at full capacity, considering seasonal closures, for the entirety of both periods presented. For Pursuit properties and attractions located outside of the United States, comparisons to the prior year are on a constant U.S. dollar basis, using the current year quarterly average exchange rates for previous periods, to eliminate the FX Impact. We believe this same-store constant currency basis provides better comparability between reporting periods.
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
 	 	2021	 	 	2020	 	 	Change vs. 2020	 	
Same-Store Key Performance Indicators	 	 	 	 	 	 	 	 	 	 	 	 	
Attractions:	 	 	 	 	 	 	 	 	 	 	 	 	
Number of visitors	 	 	57,486	 	 	 	163,754	 	 	 	(64.9	)%	
Revenue per attraction visitor	 	$	38	 	 	$	33	 	 	 	15.2	%	
Effective ticket price	 	$	27	 	 	$	26	 	 	 	3.8	%	
Hospitality:	 	 	 	 	 	 	 	 	 	 	 	 	
Room nights available (1)	 	 	107,021	 	 	 	91,419	 	 	 	17.1	%	
RevPAR (1)	 	$	43	 	 	$	50	 	 	 	(14.0	)%	
ADR	 	$	101	 	 	$	102	 	 	 	(1.0	)%	
Occupancy (1)	 	 	43.1	%	 	 	48.4	%	 	 	(5.3	)%	
(1)	The rooms that were out of service as a result of property closures due to the COVID-19 pandemic were excluded from room nights available when calculating hospitality RevPAR and occupancy.	
35

For the health and well-being of our employees, guests, and community, Pursuit’s year-round attractions and lodging properties were closed temporarily starting in mid-March 2020 and remained closed during the remainder of the first quarter of 2020. We seasonally closed Pursuit’s non-year-round properties during the first quarter of 2021.
Attractions. The decrease in same-store visitors was driven by lower visitation due to the continued border closures and travel restrictions as a result of the COVID-19 pandemic in addition to the temporary government mandated closures at FlyOver Canada and FlyOver Iceland during the first quarter of 2021. Revenue per attraction increased due to higher effective ticket prices and ancillary revenue.
Hospitality. Room nights available increased as most of Pursuit’s year-round properties were open during the first quarter of 2021 whereas in 2020, Pursuit temporarily closed its properties in mid-March 2020 through the end of the first quarter of 2020. The decrease in RevPAR was primarily driven by lower demand at the Mount Royal Hotel and Elk + Avenue Hotel in Banff as a result of the COVID-19 pandemic.
Pursuit is largely dependent on foreign customer visitation. Travel restrictions and border closures due to the COVID-19 pandemic have negatively affected long-haul travelers to Canada. Additionally, the strengthening or weakening of the Canadian dollar, relative to other currencies could affect customer volumes and the results of operations.
Other Expenses
 
 	 	Three Months Ended	 	 	 	 	 	
 	 	March 31,	 	 	 	 	 	
(in thousands)	 	2021	 	 	2020	 	 	Change vs. 2020	 	
Corporate activities	 	$	2,005	 	 	$	789	 	 	**	 	
Interest expense	 	$	5,118	 	 	$	4,018	 	 	 	27.4	%	
Other expense, net	 	$	360	 	 	$	419	 	 	 	(14.1	)%	
Restructuring charges	 	$	2,826	 	 	$	851	 	 	**	 	
Impairment charges	 	$	—	 	 	$	88,380	 	 	 	(100.0	)%	
Income tax benefit	 	$	(3,045	)	 	$	(15,797	)	 	 	80.7	%	
Income (loss) from discontinued operations	 	$	348	 	 	$	(454	)	 	**	 	
** Change is greater than +/- 100%
Corporate Activities – The increase in corporate activities expense during the three months ended March 31, 2021 was primarily due to lower performance-based compensation expense in 2020 as we reduced our estimated performance achievement to zero as a result of COVID-19, offset in part by lower headcount in 2021.
Interest Expense – The increase in interest expense during the three months ended March 31, 2021 was primarily due to higher debt balances in 2021.
Restructuring Charges – Restructuring charges during the three months ended March 31, 2021 were primarily related to facility closures at GES. 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. Restructuring charges during the three months ended March 31, 2020 were primarily related to the elimination of certain positions at GES and our corporate office in response to the COVID-19 pandemic. In the fourth quarter of 2020, we entered into an agreement with a third-party to outsource the management, cleaning, and storage of the aisle carpeting we use at live events and consequently vacated a facility during the first quarter of 2021.
Impairment Charges – Due to the deteriorating macroeconomic environment related to the COVID-19 pandemic, resulting in disruptions to our operations and the decline in our stock price, we recorded non-cash goodwill impairment charges of $72.7 million during the three months ended March 31, 2020 related to GES and Pursuit’s Glacier Park Collection reporting units and a non-cash impairment charge to intangible assets of $15.7 million related to GES’ United States audio-visual production business.
Income Tax Benefit – The effective tax rate was 6.3% for the three months ended March 31, 2021 and 15.2% for the three months ended March 31, 2020. The rate for the three months ended March 31, 2021 was lower than the blended statutory rate primarily as a result of excluding the tax benefit on losses recognized in the United States, the United Kingdom and other European countries where we have a valuation allowance. The rate for the three months ended March 31, 2020 was lower than the blended statutory rate due to no tax benefit recognized on some of the goodwill impairments.
36

Income (Loss) from Discontinued Operations – Income from discontinued operations during the three months ended March 31, 2021 was primarily due to an insurance recovery related to a previously sold operation, offset in part by legal expenses. Loss from discontinued operations during the three months ended March 31, 2020 was primarily due to legal expenses related to previously sold operations.
Liquidity and Capital Resources
Cash, cash equivalents, and restricted cash were $37.9 million as of March 31, 2021, as compared to $42.0 million as of December 31, 2020. Our total available liquidity was $219.1 million, including the available capacity on our 2018 Credit Facility of $139.4 million, unrestricted cash of $34.7 million, and an additional $45.0 million available through the delayed draw commitment from Crestview Partners. During the three months ended March 31, 2021, we used net cash from operating activities of $32.7 million. We believe that our existing sources of liquidity will be sufficient to fund operations and capital commitments, including approximately $60 million in capital expenditures in select maintenance and growth investments, for at least the next 12 months.
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, providing us additional short-term liquidity to fund capital expenditures, and to support general corporate purposes. 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 $100 million, with liquidity defined as unrestricted cash and available capacity on our 2018 Credit Facility. 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.
As of March 31, 2021, we held approximately $32.0 million of our cash and cash equivalents outside of the United States, consisting of $17.8 million in Canada, $6.1 million in the United Kingdom, $3.8 million in the Netherlands, and $4.3 million in certain other countries.
Cash Flows
Operating Activities
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Net loss	 	$	(45,091	)	 	$	(88,435	)	
Depreciation and amortization	 	 	13,177	 	 	 	15,285	 	
Deferred income taxes	 	 	(3,019	)	 	 	(15,799	)	
(Income) loss from discontinued operations	 	 	(348	)	 	 	454	 	
Restructuring charges	 	 	2,826	 	 	 	851	 	
Impairment charges	 	 	—	 	 	 	88,380	 	
Gains on dispositions of property and other assets	 	 	(9,250	)	 	 	(85	)	
Share-based compensation expense (benefit)	 	 	1,763	 	 	 	(2,145	)	
Other non-cash items	 	 	(171	)	 	 	9,342	 	
Changes in assets and liabilities	 	 	7,394	 	 	 	(12,567	)	
Net cash used in operating activities	 	$	(32,719	)	 	$	(4,719	)	
The increase in net cash used in operating activities of $28.0 million was due to losses at GES and Pursuit as a result of the COVID-19 pandemic, offset in part by a reduction in working capital needed to support lower business volumes and active working capital management.
37

Investing Activities
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Capital expenditures	 	$	(9,371	)	 	$	(23,246	)	
Cash paid for acquisitions, net	 	 	(7,415	)	 	 	—	 	
Proceeds from dispositions of property and other assets	 	 	14,106	 	 	 	85	 	
Net cash used in investing activities	 	$	(2,680	)	 	$	(23,161	)	
The decrease in net cash used in investing activities of $20.5 million was primarily due to proceeds from the sale of a GES warehouse in Orlando during the first quarter of 2021 and a decrease in capital expenditures.
Financing Activities
 
 	 	Three Months Ended	 	
 	 	March 31,	 	
(in thousands)	 	2021	 	 	2020	 	
Proceeds from borrowings	 	$	40,860	 	 	$	160,755	 	
Payments on debt and finance lease obligations	 	 	(8,310	)	 	 	(56,077	)	
Dividends paid on common stock	 	 	—	 	 	 	(2,038	)	
Distributions to noncontrolling interest, net of contributions from noncontrolling interest	 	 	(809	)	 	 	(1,526	)	
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased	 	 	(519	)	 	 	(1,059	)	
Common stock purchased for treasury	 	 	—	 	 	 	(2,785	)	
Proceeds from exercise of stock options	 	 	—	 	 	 	2,077	 	
Net cash provided by financing activities	 	$	31,222	 	 	$	99,347	 	
The decrease in net cash provided by financing activities of $68.1 million was primarily due to net debt proceeds of $32.6 million during the three months ended March 31, 2021 compared to net debt proceeds of $104.7 million during the three months ended March 31, 2020 under the 2018 Credit Facility.
Debt and Finance Lease Obligations
Refer to Note 12 – Debt and Finance Lease Obligations of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further discussion, all of which is incorporated by reference herein.
Share Repurchases
Our Board of Directors previously authorized us 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. In March 2020, our Board of Directors suspended our share repurchase program for the foreseeable future. Prior to the suspension, we repurchased 53,784 shares on the open market for $2.8 million during the three months ended March 31, 2020. As of March 31, 2021, 546,283 shares remained available for repurchase. The Board of Directors’ authorization does not have an expiration date.
Additionally, we repurchased shares related to tax withholding requirements on vested restricted share-based awards.
Critical Accounting Policies and Estimates
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7) of our 2020 Form 10-K, for a discussion of our critical accounting policies and estimates.
38

Impact of Recent Accounting Pronouncements
Refer to Note 1 – Overview and Basis of Presentation of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for further information.
Non-GAAP Measures
In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we also disclose the following non-GAAP financial measures: Segment operating income (loss), organic revenue, and organic segment operating income (loss) (collectively, the “Non-GAAP Measures”). Our use of Non-GAAP Measures is supplemental to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. As not all companies use identical calculations, our Non-GAAP Measures may not be comparable to similarly titled measures used by other companies. We believe that our use of Non-GAAP Measures provides useful information to investors regarding our results of operations for trending, analyzing, and benchmarking our performance and the value of our business.
 	•	“Segment operating income (loss)” is net loss attributable to Viad before loss from discontinued operations, corporate activities, interest expense and interest income, income taxes, restructuring charges, impairment charges, and the reduction for income attributable to noncontrolling interest. Segment operating income (loss) is used to measure the profit and performance of our operating segments to facilitate period-to-period comparisons. Refer to Note 23 – Segment Information of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for a reconciliation of segment operating income (loss) to loss from continuing operations before income taxes.	
 	•	“Organic revenue” and “organic segment operating income (loss)” are revenue and segment operating income (loss) (as defined above), respectively, without the impact of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods. The impact of exchange rate variances is calculated as the difference between current period activity translated at the current period’s exchange rates and the comparable prior period’s exchange rates. We believe the presentation of “organic” results permits investors to better understand our performance without the effects of exchange rate variances or acquisitions and to facilitate period-to-period comparisons and analysis of our operating performance. Refer to the “Results of Operations” section of this MD&A for reconciliations of organic revenue and organic segment operating income (loss) to the most directly comparable GAAP measures.	
We believe non-GAAP Measures are useful operating metrics as they eliminate potential variations arising from taxes, debt service costs, impairment charges, and the effects of discontinued operations, resulting in additional measures considered to be indicative of our ongoing operations and segment performance. Although we use Non-GAAP Measures to assess the performance of our business, the use of these measures is limited because these measures do not consider material costs, expenses, and other items necessary to operate our business. These items include debt service costs, expenses related to U.S. federal, state, local and foreign income taxes, impairment charges, and the effects of discontinued operations. As the Non-GAAP Measures do not consider these items, you should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of our performance.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure relates to fluctuations in foreign exchange rates and interest rates. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect our financial condition or results of operations. Interest rate risk is the risk that changing interest rates will adversely affect our financial position or results of operations.
Our foreign operations are primarily in Canada, the United Kingdom, Iceland, the Netherlands, and Germany. The functional currency of our foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, we translate the assets and liabilities of our foreign subsidiaries into U.S. dollars at the foreign exchange rates in effect at the balance sheet date. The unrealized gains or losses resulting from the translation of these foreign denominated assets and liabilities are included as a component of accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets. As a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to our net equity position reported in the Condensed Consolidated Balance Sheets. We do not currently hedge our equity risk arising from the translation of foreign denominated assets and liabilities. We recorded cumulative unrealized foreign currency translation losses in stockholders’ equity of $12.7 million as of March 31, 2021 and $16.7 million as of December 31, 2020. We recorded unrealized foreign currency translation gains in other comprehensive income of $4.0 million during the three months ended March 31, 2021 and unrealized foreign currency translation losses of $28.2 million during the three months ended March 31, 2020.
For purposes of consolidation, revenue, expenses, gains, and losses related to our foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, our consolidated results of operations are exposed to fluctuations in foreign exchange rates as revenue and segment operating income (loss) of our foreign operations, when translated, may vary from period to period, even when the functional currency amounts have not changed. Such fluctuations may adversely impact overall
39

expected profitability and historical period-to-period comparisons. We do not currently hedge our net earnings exposure arising from the translation of our foreign revenue and segment operating income (loss). Refer to “Foreign Exchange Rate Variances” section of this MD&A.
We are exposed to foreign exchange transaction risk, as our foreign subsidiaries have certain revenue transactions denominated in currencies other than the functional currency of the respective subsidiary. From time to time, we utilize forward contracts to mitigate the impact on earnings related to these transactions due to fluctuations in foreign exchange rates. As of March 31, 2021 and December 31, 2020, we did not have any outstanding foreign currency forward contracts.
We are exposed to short-term and long-term interest rate risk on certain of our debt obligations.
We do not currently use derivative financial instruments to hedge cash flows for such obligations.
Item 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2021.
There were no changes in our internal control over financial reporting during the three months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40

PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Refer to Note 21 – Litigation, Claims, Contingencies, and Other of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q) for information regarding our legal proceedings.
Item 1A. RISK FACTORS
In addition to other information set forth in this report, careful consideration should be given to the factors discussed in Part I, Item 1A – Risk Factors and Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2020 Form 10-K, which could materially affect our business, financial condition, or future results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the total number of shares of our common stock that were repurchased during the three months ended March 31, 2021 pursuant to publicly announced plans or programs, as well as certain previously owned shares of common stock that were surrendered by employees, former employees, and non-employee directors for tax withholding requirements on vested share-based awards.
ISSUER PURCHASES OF EQUITY SECURITIES
 
Period	 	Total Number of Shares Purchased	 	 	Average Price Paid
Per Share	 	 	Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs	 	 	Maximum Number of Shares
That May Yet Be Purchased
Under the Plans or Programs	 	
January 1, 2021 - January 31, 2021	 	 	—	 	 	$	—	 	 	 	—	 	 	 	546,283	 	
February 1, 2021 - February 28, 2021	 	 	12,024	 	 	$	43.05	 	 	 	—	 	 	 	546,283	 	
March 1, 2021 - March 31, 2021	 	 	31	 	 	$	41.84	 	 	 	—	 	 	 	546,283	 	
Total	 	 	12,055	 	 	$	43.05	 	 	 	—	 	 	 	546,283	 	
Pursuant to previously announced authorizations, our Board of Directors authorized us 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. In March 2020, our Board of Directors suspended future dividend payments and our share repurchase program for the foreseeable future. The Board of Directors’ authorization does not have an expiration date. During the first quarter of 2021, certain previously owned shares of common stock were surrendered by employees, former employees, and non-employee directors for tax withholding requirements on vested share-based awards.
41

Item 6. EXHIBITS

 	 	 	 	 	 	Incorporated by Reference	
Exhibit
Number	 	 	 	Exhibit Description	 	Form	 	Period
Ending	 	Exhibit	 	Filing Date	
 	 	 	 	 	 	 	 	 	 	 	 	 	
10.1	 	 	 	Form of Restricted Stock Units Agreement, by and between Viad Corp and each of Steven W. Moster and Ellen M. Ingersoll, dated February 16, 2021.	 	8-K	 	 	 	10.1	 	2/17/2021	

 
31.1	 	*	 	Certification of Chief Executive Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, for the period ended March 31, 2021.	 	 	 	 	 	 	 	 	

 
31.2	 	*	 	Certification of Chief Financial Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, for the period ended March 31, 2021.	 	 	 	 	 	 	 	 	

 
32.1	 	**	 	Certifications of Chief Executive Officer and Chief Financial Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for the period ended March 31, 2021.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
101.INS	 	***	 	Inline XBRL Instance Document	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
101.SCH	 	****	 	Inline XBRL Taxonomy Extension Schema Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
101.CAL	 	****	 	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
101.LAB	 	****	 	Inline XBRL Taxonomy Extension Label Linkbase Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
101.PRE	 	****	 	Inline XBRL Taxonomy Extension Presentation Linkbase Document	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
101.DEF	 	****	 	Inline XBRL Taxonomy Extension Definition Linkbase Document.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
104	 	***	 	Cover Page Interactive Data File	 	 	 	 	 	 	 	 	
 
*	Filed herewith.	
**	Furnished herewith.	
***	The Inline XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document.	
****	Submitted electronically herewith.	

42

 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 	 	 	VIAD CORP	
 	 	 	(Registrant)	
 	 	 	 	 	 	
May 7, 2021	 	 	By:	 	/s/ Leslie S. Striedel	
(Date)	 	 	 	 	Leslie S. Striedel	
 	 	 	 	 	Chief Accounting Officer (Duly Authorized Officer)	

 
43

Exhibit 31.1
CERTIFICATION
I, Steven W. Moster, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Viad Corp;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 7, 2021	 	By: /s/ Steven W. Moster	
 	 	Steven W. Moster	
 	 	President and Chief Executive Officer	

Exhibit 31.2
CERTIFICATION
I, Ellen M. Ingersoll, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Viad Corp;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 7, 2021	 	By: /s/ Ellen M. Ingersoll	
 	 	Ellen M. Ingersoll	
 	 	Chief Financial Officer	

Exhibit 32.1
Certifications of
Chief Executive Officer and Chief Financial Officer
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the
Sarbanes-Oxley Act of 2002
I, Steven W. Moster, Chief Executive Officer of Viad Corp, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Viad Corp’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in Viad Corp’s Quarterly Report on Form 10-Q fairly presents, in all material respects, Viad Corp’s financial condition and results of operations.

 	 	 	 	 	
Date:  May 7, 2021 	By: /s/ Steven W. Moster	
 	Steven W. Moster	
 	President and Chief Executive Officer	
 
I, Ellen M. Ingersoll, Chief Financial Officer of Viad Corp, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Viad Corp’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in Viad Corp’s Quarterly Report on Form 10-Q fairly presents, in all material respects, Viad Corp’s financial condition and results of operations.

 	 	 	 	 	
Date:  May 7, 2021 	By: /s/ Ellen M. Ingersoll	
 	Ellen M. Ingersoll	
 	Chief Financial Officer