UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
 	 	 	
þ	 	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended June 30, 2008
or
 	 	 	
o	 	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	 	(I.R.S. Employer Identification No.)	
incorporation or organization)	 	 	
 	 	 	
1850 North Central Avenue, Suite 800	 	 	
 	 	 	
Phoenix, Arizona	 	85004-4545	
 	 	 	
(Address of principal executive offices)	 	(Zip Code)	
(602) 207-4000
(Registrant’s telephone number, including area code)
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 þ No o
      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 	 	 	 	 	 	 	
     Large accelerated filer þ	 	Accelerated filer o	 	Non-accelerated filer o	 	Smaller reporting company o	
 	 	 	 	(Do not check if a smaller reporting company)	 	 	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of July 31, 2008, 20,971,444 shares of common stock ($1.50 par value) were outstanding.

   

 
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
VIAD CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 	 	 	 	 	 	 	 	 	
 	 	June 30, 2008	 	 	December 31, 2007	 	
 	 	(in thousands, except share data)	 	
ASSETS	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	111,561	 	 	$	165,069	 	
Accounts receivable, net of allowance for doubtful accounts of $2,321 and $1,569, respectively	 	 	87,934	 	 	 	53,099	 	
Inventories	 	 	56,679	 	 	 	52,664	 	
Deferred income taxes	 	 	19,673	 	 	 	20,567	 	
Other current assets	 	 	19,911	 	 	 	15,222	 	
 	 	 	 	 	 	 	
Total current assets	 	 	295,758	 	 	 	306,621	 	
Property and equipment, net	 	 	178,513	 	 	 	168,893	 	
Other investments and assets	 	 	28,127	 	 	 	30,312	 	
Deferred income taxes	 	 	25,331	 	 	 	34,704	 	
Goodwill	 	 	238,376	 	 	 	228,170	 	
Other intangible assets, net	 	 	26,019	 	 	 	12,663	 	
 	 	 	 	 	 	 	
Total Assets	 	$	792,124	 	 	$	781,363	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	71,005	 	 	$	68,442	 	
Other current liabilities	 	 	114,613	 	 	 	117,152	 	
Current portion of long-term debt and capital lease obligations	 	 	2,577	 	 	 	2,462	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	188,195	 	 	 	188,056	 	
Long-term debt and capital lease obligations	 	 	10,893	 	 	 	11,714	 	
Pension and postretirement benefits	 	 	22,956	 	 	 	23,099	 	
Other deferred items and liabilities	 	 	66,017	 	 	 	82,665	 	
Commitments and contingencies (Note 15)	 	 	 	 	 	 	 	 	
Minority interest	 	 	5,739	 	 	 	5,984	 	
Common stock and other equity:	 	 	 	 	 	 	 	 	
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued	 	 	37,402	 	 	 	37,402	 	
Additional capital	 	 	624,850	 	 	 	635,099	 	
Retained earnings	 	 	79,433	 	 	 	51,445	 	
Unearned employee benefits and other	 	 	(8,380	)	 	 	(8,754	)	
Accumulated other comprehensive income (loss):	 	 	 	 	 	 	 	 	
Unrealized gain on investments	 	 	337	 	 	 	481	 	
Cumulative foreign currency translation adjustments	 	 	44,963	 	 	 	47,905	 	
Unrecognized net actuarial loss and prior service credit	 	 	(1,965	)	 	 	(1,697	)	
Common stock in treasury, at cost, 4,234,504 and 4,363,956 shares, respectively	 	 	(278,316	)	 	 	(292,036	)	
 	 	 	 	 	 	 	
Total common stock and other equity	 	 	498,324	 	 	 	469,845	 	
 	 	 	 	 	 	 	
Total Liabilities and Stockholders’ Equity	 	$	792,124	 	 	$	781,363	 	
 	 	 	 	 	 	 	
See Notes to Condensed Consolidated Financial Statements.
 Page 2 

 

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three months ended June 30,	 	 	Six months ended June 30,	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands, except per share data)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Convention and event services	 	$	187,691	 	 	$	188,651	 	 	$	456,572	 	 	$	427,502	 	
Exhibits and environments	 	 	65,693	 	 	 	65,707	 	 	 	126,405	 	 	 	106,083	 	
Travel and recreation services	 	 	23,828	 	 	 	21,369	 	 	 	29,680	 	 	 	25,831	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	277,212	 	 	 	275,727	 	 	 	612,657	 	 	 	559,416	 	

Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Costs of services	 	 	194,305	 	 	 	187,705	 	 	 	436,092	 	 	 	400,580	 	
Costs of products sold	 	 	61,828	 	 	 	56,914	 	 	 	126,906	 	 	 	102,610	 	
Corporate activities	 	 	2,219	 	 	 	2,714	 	 	 	4,653	 	 	 	5,023	 	
Restructuring charge	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,210	 	
Impairment recovery	 	 	—	 	 	 	(100	)	 	 	—	 	 	 	(100	)	
Interest income	 	 	(653	)	 	 	(1,392	)	 	 	(1,753	)	 	 	(3,181	)	
Interest expense	 	 	415	 	 	 	379	 	 	 	878	 	 	 	845	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	 	 	258,114	 	 	 	246,220	 	 	 	566,776	 	 	 	506,987	 	

Income before income taxes and minority interest	 	 	19,098	 	 	 	29,507	 	 	 	45,881	 	 	 	52,429	 	
Income tax expense	 	 	6,107	 	 	 	11,200	 	 	 	16,297	 	 	 	20,129	 	
Minority interest	 	 	(92	)	 	 	20	 	 	 	(244	)	 	 	(37	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	 	13,083	 	 	 	18,287	 	 	 	29,828	 	 	 	32,337	 	
Income (loss) from discontinued operations	 	 	(210	)	 	 	196	 	 	 	(210	)	 	 	102	 	

Net income	 	$	12,873	 	 	$	18,483	 	 	$	29,618	 	 	$	32,439	 	

Diluted income per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	0.63	 	 	$	0.87	 	 	$	1.44	 	 	$	1.53	 	
Income (loss) from discontinued operations	 	 	(0.01	)	 	 	0.01	 	 	 	(0.01	)	 	 	0.01	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	0.62	 	 	$	0.88	 	 	$	1.43	 	 	$	1.54	 	

Weighted-average outstanding and potentially dilutive common shares	 	 	20,666	 	 	 	21,046	 	 	 	20,678	 	 	 	21,127	 	

Basic income per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	0.65	 	 	$	0.89	 	 	$	1.47	 	 	$	1.57	 	
Income (loss) from discontinued operations	 	 	(0.01	)	 	 	0.01	 	 	 	(0.01	)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	0.64	 	 	$	0.90	 	 	$	1.46	 	 	$	1.57	 	

Weighted-average outstanding common shares	 	 	20,268	 	 	 	20,567	 	 	 	20,232	 	 	 	20,609	 	

Dividends declared per common share	 	$	0.04	 	 	$	0.04	 	 	$	0.08	 	 	$	0.08	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
See Notes to Condensed Consolidated Financial Statements.
 Page 3 

 

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three months ended June 30,	 	 	Six months ended June 30,	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Net income	 	$	12,873	 	 	$	18,483	 	 	$	29,618	 	 	$	32,439	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gains (losses) on investments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Holding gains (losses) arising during the period, net of tax	 	 	(14	)	 	 	62	 	 	 	(144	)	 	 	74	 	
Unrealized gains on derivative financial instruments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Holding gains arising during the period, net of tax	 	 	—	 	 	 	125	 	 	 	—	 	 	 	141	 	
Unrealized foreign currency translation adjustments	 	 	(839	)	 	 	11,130	 	 	 	(2,942	)	 	 	12,548	 	
Pension and postretirement benefit plans:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization of prior service credit, net of tax	 	 	(205	)	 	 	(190	)	 	 	(411	)	 	 	(379	)	
Amortization of net actuarial loss (gain), net of tax	 	 	72	 	 	 	(7	)	 	 	143	 	 	 	142	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	(986	)	 	 	11,120	 	 	 	(3,354	)	 	 	12,526	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income	 	$	11,887	 	 	$	29,603	 	 	$	26,264	 	 	$	44,965	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
See Notes to Condensed Consolidated Financial Statements.
 Page 4 

 

VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 	 	 	 	 	 	 	 	 	
 	 	Six months ended June 30,	 	
 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
Net income	 	$	29,618	 	 	$	32,439	 	
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	13,844	 	 	 	10,996	 	
Deferred income taxes	 	 	4,747	 	 	 	(5,006	)	
Loss (income) from discontinued operations	 	 	210	 	 	 	(102	)	
Restructuring charge	 	 	—	 	 	 	1,210	 	
Impairment recovery	 	 	—	 	 	 	(100	)	
Gains on dispositions of property and other assets	 	 	(89	)	 	 	(144	)	
Share-based compensation expense	 	 	3,868	 	 	 	6,024	 	
Tax benefits from share-based compensation arrangements	 	 	338	 	 	 	1,341	 	
Excess tax benefits from share-based compensation arrangements	 	 	(287	)	 	 	(1,120	)	
Other non-cash items, net	 	 	2,222	 	 	 	2,162	 	
Change in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Receivables	 	 	(34,191	)	 	 	(35,784	)	
Inventories	 	 	(2,987	)	 	 	4,057	 	
Accounts payable	 	 	4,110	 	 	 	18,043	 	
Restructuring liabilities	 	 	(963	)	 	 	(1,951	)	
Accrued compensation	 	 	(11,422	)	 	 	253	 	
Other assets and liabilities, net	 	 	(15,785	)	 	 	(18,413	)	
 	 	 	 	 	 	 	
Net cash provided by (used in) operating activities	 	 	(6,767	)	 	 	13,905	 	

Cash flows from investing activities:	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(25,516	)	 	 	(17,740	)	
Proceeds from sale of short-term investments	 	 	3,980	 	 	 	—	 	
Acquisition of businesses, net of cash acquired	 	 	(23,334	)	 	 	(33,039	)	
Proceeds from dispositions of property and other assets	 	 	520	 	 	 	559	 	
 	 	 	 	 	 	 	
Net cash used in investing activities	 	 	(44,350	)	 	 	(50,220	)	

Cash flows from financing activities:	 	 	 	 	 	 	 	 	
Payments on debt and capital lease obligations	 	 	(1,325	)	 	 	(1,175	)	
Dividends paid on common stock	 	 	(1,657	)	 	 	(1,680	)	
Excess tax benefits from share-based compensation arrangements	 	 	287	 	 	 	1,120	 	
Proceeds from exercise of stock options	 	 	1,621	 	 	 	1,638	 	
Common stock purchased for treasury	 	 	(1,632	)	 	 	(10,480	)	
 	 	 	 	 	 	 	
Net cash used in financing activities	 	 	(2,706	)	 	 	(10,577	)	
 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents	 	 	315	 	 	 	701	 	
 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	 	 	(53,508	)	 	 	(46,191	)	
Cash and cash equivalents, beginning of year	 	 	165,069	 	 	 	178,073	 	

Cash and cash equivalents, end of period	 	$	111,561	 	 	$	131,882	 	

Supplemental disclosure of cash flow information	 	 	 	 	 	 	 	 	
Cash paid during the period for:	 	 	 	 	 	 	 	 	
Income taxes	 	$	13,179	 	 	$	14,335	 	
 	 	 	 	 	 	 	
Interest	 	$	697	 	 	$	623	 	
 	 	 	 	 	 	 	
Equipment acquired under capital leases	 	$	606	 	 	$	553	 	
 	 	 	 	 	 	 	
See Notes to Condensed Consolidated Financial Statements.
 Page 5 

 

VIAD CORP
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Preparation and Principles of Consolidation
     The accompanying unaudited, condensed consolidated financial statements of Viad Corp (“Viad” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.
     For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2007, included in the Company’s Form 10-K (File No. 001-11015), filed with the Securities and Exchange Commission on February 29, 2008.
     The condensed consolidated financial statements include the accounts of Viad and all of its subsidiaries. All significant intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in consolidation. The acquisition of The Becker Group, Ltd. (“Becker Group”), described in Note 4, has been included with Exhibitgroup/Giltspur to form the Experiential Marketing Services segment. Viad’s other reportable segments consist of GES Exposition Services, Inc. (“GES”) and Travel and Recreation Services. The Travel and Recreation Services segment consists of Brewster Inc. (“Brewster”) and Glacier Park, Inc. (“Glacier Park”). Glacier Park is an 80 percent owned subsidiary of Viad.
Note 2. Share-Based Compensation
     Viad grants share-based compensation awards to officers, directors and certain key employees pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”), which was approved at the 2007 Annual Meeting of Shareholders. The 2007 Plan has a ten-year life and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock 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. The 1997 Viad Corp Omnibus Incentive Plan (the “1997 Plan”) had a ten-year life and terminated in May 2007. No further awards were granted under the 1997 Plan after its termination. Existing awards from the 1997 Plan will continue to vest and be exercisable until such time that all awards have either been exercised, forfeited or expired. The number of shares of common stock available for grant under the 2007 Plan is limited to 1,700,000 shares plus shares awarded under the 1997 Plan that subsequently cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent the shares are exercised for, or settled in, vested and non-forfeited shares) up to an aggregate maximum of 1,500,000 shares.
     Viad issues shares related to its share-based compensation awards from shares held in treasury. During the six months ended June 30, 2008 and 2007, the Company repurchased 50,061 shares for $1.6 million and 31,201 shares for $1.2 million, respectively, related to tax withholding requirements on vested restricted stock and performance-based restricted stock (“PBRS”).
     Total share-based compensation expense recognized in the consolidated financial statements during the three months ended June 30, 2008 and 2007 was $1.2 million and $3.7 million, respectively, and $3.9 million and $6.0 million, during the six months ended June 30, 2008 and 2007, respectively. Furthermore, the total tax benefits related to such costs were $436,000 and $1.4 million for the three months ended June 30, 2008 and 2007, respectively, and $1.5 million and $2.3 million for the six months ended June 30, 2008 and 2007, respectively. No share-based compensation costs were capitalized during the six months ended June 30, 2008 or 2007.
 Page 6 

 

     The following table summarizes stock option activity during the six months ended June 30, 2008:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Weighted-	 	 	
 	 	 	 	 	 	Average	 	Options	
 	 	Shares	 	Exercise Price	 	Exercisable	
Options outstanding at January 1, 2008	 	 	727,438	 	 	$	24.93	 	 	 	548,117	 	
Granted	 	 	26,600	 	 	 	33.81	 	 	 	 	 	
Exercised	 	 	(50,775	)	 	 	23.80	 	 	 	 	 	
Forfeited	 	 	(3,686	)	 	 	27.59	 	 	 	 	 	

Options outstanding at June 30, 2008	 	 	699,577	 	 	 	25.33	 	 	 	557,198	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
     The following table summarizes information concerning stock options outstanding and exercisable as of June 30, 2008:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Options Outstanding	 	Options Exercisable	
 	 	 	 	 	 	Weighted-Average	 	Weighted-	 	 	 	 	 	Weighted-	
 	 	 	 	 	 	Remaining	 	Average	 	 	 	 	 	Average	
Range of Exercise Prices	 	Shares	 	Contractual Life	 	Exercise Price	 	Shares	 	Exercise Price	
$18.40 to $23.28	 	 	123,148	 	 	4.3 years	 	$	19.62	 	 	 	123,148	 	 	$	19.62	 	
$23.32 to $24.05	 	 	139,607	 	 	2.3 years	 	 	23.78	 	 	 	139,607	 	 	 	23.78	 	
$24.22 to $26.07	 	 	158,976	 	 	3.2 years	 	 	25.15	 	 	 	142,024	 	 	 	25.26	 	
$26.31 to $26.47	 	 	147,870	 	 	3.6 years	 	 	26.32	 	 	 	87,170	 	 	 	26.32	 	
$26.49 to $38.44	 	 	129,976	 	 	3.8 years	 	 	31.50	 	 	 	65,249	 	 	 	29.14	 	

$18.40 to $38.44	 	 	699,577	 	 	3.4 years	 	 	25.33	 	 	 	557,198	 	 	 	24.27	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     In addition to the above, Viad had stock options outstanding which were granted to employees of MoneyGram International, Inc. (“MoneyGram”) prior to the spin-off of that company in 2004. As of June 30, 2008, there were 67,516 of such options outstanding of which 61,521 were exercisable, both with exercise prices ranging from $17.74 to $28.15. The weighted-average remaining contractual life of these options outstanding was approximately 3.0 years. During the six months ended June 30, 2008, 23,343 options were exercised by MoneyGram employees at exercise prices ranging from $18.57 to $28.15.
     The aggregate intrinsic value related to stock options outstanding as of June 30, 2008 was $321,000 and is based on the weighted-average exercise price and Viad’s closing stock price of $25.79 as of June 30, 2008. The total intrinsic value of stock option awards exercised during the six months ended June 30, 2008 and 2007 was $1.6 million and $2.4 million, respectively. The fair value of stock options that vested during the six months ended June 30, 2008 and 2007 was $575,000 and $550,000, respectively. During the six months ended both June 30, 2008 and 2007, Viad received cash proceeds from the exercise of stock options of $1.6 million. The tax benefits realized for the tax deductions related to the exercise of stock options and vesting of restricted stock and performance-based awards was $338,000 and $1.3 million for the six months ended June 30, 2008 and 2007, respectively.
     Restricted stock awards were granted during the six months ended June 30, 2008 and 2007, the grant date fair values of which were based on the fair market value on the date of grant. Restricted stock awards vest between three and five years from the date of grant. Viad expects to recognize the unamortized cost of all outstanding restricted stock awards in the consolidated financial statements over a weighted-average period of approximately 2.5 years. Viad also granted awards of PBRS during the six months ended June 30, 2008 and 2007. The weighted-average grant date fair values are based on the fair market value on the date of grant. PBRS vests based on the extent to which certain incentive performance targets established in the year of grant are achieved at target levels. PBRS awards are subject to a graded vesting schedule whereby one third of the earned shares vest after the first year and the remaining earned shares will vest in one-third increments each year over the next two years on January 1. Share-based compensation expense related to PBRS awards is recognized based on an accelerated multiple-award approach over the requisite service period, which is approximately three years. Viad expects to recognize the unamortized costs of all outstanding PBRS awards in the consolidated financial statements over a weighted-average period of approximately 2.2 years.
 Page 7 

 

     The following table summarizes restricted stock and PBRS activity during the six months ended June 30, 2008:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Restricted Stock	 	PBRS	
 	 	 	 	 	 	Weighted-Average	 	 	 	 	 	Weighted-Average	
 	 	 	 	 	 	Grant Date	 	 	 	 	 	Grant Date	
 	 	Shares	 	Fair Value	 	Shares	 	Fair Value	
Balance at January 1, 2008	 	 	345,800	 	 	$	32.40	 	 	 	91,912	 	 	$	32.85	 	
Granted	 	 	103,485	 	 	 	33.84	 	 	 	55,000	 	 	 	33.84	 	
Vested	 	 	(86,600	)	 	 	26.30	 	 	 	(52,084	)	 	 	30.79	 	
Forfeited	 	 	(550	)	 	 	36.75	 	 	 	—	 	 	 	—	 	

Balance at June 30, 2008	 	 	362,135	 	 	 	34.26	 	 	 	94,828	 	 	 	34.56	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     During the six months ended June 30, 2008 and 2007, Viad granted awards of 101,940 and 67,260 units, respectively, to key employees under the performance unit plan (“PUP”). PUP awards are earned based on the level of achievement of predefined performance goals over a three-year performance period. To the extent earned, the PUP awards will be settled in cash based on the market price of Viad’s common stock. The aggregate liability related to PUP awards is recorded at estimated fair value based on the number of units expected to vest, and is remeasured on each balance sheet date until the time of cash settlement. As of June 30, 2008 and December 31, 2007, Viad had liabilities recorded of $3.7 million and $9.6 million related to the PUP awards, respectively. Share-based compensation expense attributable to PUP awards (recognized ratably over the requisite service period of approximately three years) for the six months ended June 30, 2008 and 2007 was $813,000 and $2.9 million, respectively. The PUP award for the 2005-2007 period vested December 31, 2007 and a payout of $6.7 million was distributed in March 2008. No PUP awards vested during the six months ended June 30, 2008 or 2007 nor were there any additional cash settlements of PUP awards or any other share-based compensation awards during those periods.
Note 3. Impairment Losses and Recoveries
     During the three months ended June 30, 2007, Viad recorded impairment recoveries of $100,000 related to insurance claims by Exhibitgroup/Giltspur associated with Hurricane Katrina.
Note 4. Acquisition of Businesses
     On January 4, 2008, Viad completed the acquisition of The Becker Group, Ltd., an experiential marketing company headquartered in Baltimore, Maryland specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America. The operating results of Becker Group have been included in Viad’s consolidated financial statements from the date of acquisition.
 Page 8 

 

     In connection with the acquisition, the Company paid $24.3 million in cash and incurred $325,000 of direct acquisition costs, which were capitalized in the purchase price. The purchase price allocation involves estimates, which may be adjusted during the allowable allocation period of one year from the date of acquisition. The purchase price allocation remains subject to future adjustments pending the receipt of certain information related to acquired deferred tax assets. The following condensed balance sheet information represents the amounts currently assigned to each major asset and liability caption of Becker Group as of the date of acquisition:
 	 	 	 	 	
 	 	(in thousands)	 	
Cash and cash equivalents	 	$	1,263	 	
Accounts receivable	 	 	1,387	 	
Inventories	 	 	1,028	 	
Other current assets	 	 	1,402	 	
Property and equipment	 	 	1,673	 	
Goodwill	 	 	11,833	 	
Other intangible assets	 	 	14,983	 	
 	 	 	 	
Total assets acquired	 	 	33,569	 	

Accounts payable	 	 	(1,675	)	
Customer deposits	 	 	(592	)	
Other current liabilities	 	 	(1,559	)	
Deferred taxes	 	 	(4,941	)	
Other non-current liabilities	 	 	(205	)	
 	 	 	 	
Total liabilities assumed	 	 	(8,972	)	

Purchase price	 	$	24,597	 	
 	 	 	 	
     The Company recorded $11.8 million of goodwill in connection with the transaction, which is included in the Experiential Marketing Services reporting segment. The primary factors that contributed to a purchase price resulting in the recognition of goodwill include Becker Group’s strong presence and reputation in its established markets, future growth opportunities and its experienced management team. The goodwill related to the Becker Group acquisition is not expected to be deductible for tax purposes. During the second quarter of 2008, the provisional amounts assigned to other intangible assets were adjusted based on the completion of certain valuation analyses. Accordingly, the amounts assigned to other intangible assets include $3.7 million of non-amortizable trademarks and trade names and $11.3 million of intangible assets subject to amortization. The amortizable intangible assets consist of $7.8 million of customer contracts and relationships, $2.0 million of design libraries, $1.2 million of non-compete agreements and $233,000 of proprietary technology. The weighted-average amortization periods for Becker Group’s customer contracts and relationships, design libraries, non-compete agreements and proprietary technology assets as of June 30, 2008 were approximately: 4.6 years, 5.4 years, 1.1 years and 1.4 years, respectively. The weighted-average amortization period of the aggregate amortized intangible assets as of June 30, 2008 was approximately 4.4 years. See Note 7.
     On February 1, 2007, Viad completed, through its wholly-owned United Kingdom subsidiary GES Service Companies Limited, the acquisition of Melville Exhibition and Event Services Limited and affiliated company, Corporate Technical Services Limited (collectively “Melville”). The operating results of Melville have been included in Viad’s consolidated financial statements from the date of acquisition. In connection with the acquisition, the Company paid $34.4 million in cash and incurred $565,000 of direct acquisition costs, which were capitalized in the purchase price. The Company recorded $31.8 million of goodwill in connection with the transaction, which is included in the GES reporting segment. The primary factors that contributed to a purchase price resulting in the recognition of goodwill include Melville’s longstanding presence and reputation in its established markets, its experienced management team and assembled workforce, and economic benefits expected to be derived through GES’ worldwide network. The goodwill related to the Melville acquisition is deductible for tax purposes over a period of approximately 15 years. The amounts assigned to other intangible assets include $7.7 million of non-amortizable trademarks and trade names and $3.4 million of intangible assets subject to amortization.
 Page 9 

 

     The following table summarizes the unaudited pro forma results of operations of Viad for the three and six months ended June 30, 2007, assuming that the acquisitions of Becker Group and Melville had both been completed at the beginning of each period:
 	 	 	 	 	 	 	 	 	
 	 	Three months ended	 	Six months ended	
 	 	June 30, 2007	 	June 30, 2007	
 	 	(in thousands, except per share data)	
Revenue	 	$	276,545	 	 	$	570,951	 	
Income from continuing operations	 	$	16,575	 	 	$	29,964	 	
Net income	 	$	16,771	 	 	$	30,066	 	
Diluted net income per share	 	$	0.80	 	 	$	1.42	 	
Basic net income per share	 	$	0.82	 	 	$	1.46	 	
     On April 13, 2007, Brewster acquired Lake Minnewanka Boat Tours (“Minnewanka”), a tour boat operator in Banff, Alberta, Canada, for $2.2 million in cash including direct acquisition costs. Viad’s consolidated financial statements include the results of operations of Minnewanka from the date of acquisition. The historical results of operations of Minnewanka were not significant to Viad’s consolidated results of operations for the periods presented. The allocation of the aggregate purchase price includes: tangible assets of $1.9 million, assumed liabilities of $456,000, goodwill of $490,000 and other intangible assets of $277,000. The amounts assigned to other intangible assets include $85,000 of intangible assets subject to amortization. The goodwill recorded in connection with the transaction, which is included in the Travel and Recreation Services reporting segment, is not deductible for tax purposes.
     On June 29, 2007, GES acquired Poitras Exposition Services (“Poitras”), an exhibition services contractor in Quebec City, Canada, for an aggregate purchase price of $2.2 million including direct acquisition costs. Pursuant to the terms of the purchase agreement, GES paid $1.8 million of the total purchase price on the acquisition date, and an additional $128,000 during the remainder of 2007. The remaining consideration is subject to adjustment, and is to be paid upon resolution of certain provisions contained in the purchase agreement. Viad’s consolidated financial statements include the results of operations of Poitras from the date of acquisition. The historical results of operations of Poitras were not significant to Viad’s consolidated results of operations for the periods presented. The allocation of the aggregate purchase price includes: tangible assets of $728,000 (including cash acquired of $59,000), assumed liabilities of $519,000, goodwill of $1.4 million and other intangible assets of $528,000. The amounts assigned to other intangible assets include $379,000 of intangible assets subject to amortization. The goodwill recorded in connection with the transaction, which is included in the GES reporting segment, is not deductible for tax purposes.
Note 5. Inventories
     The components of inventories were as follows:
 	 	 	 	 	 	 	 	 	
 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Raw materials	 	$	30,209	 	 	$	28,613	 	
Work in process	 	 	26,470	 	 	 	24,051	 	
 	 	 	 	 	 	 	
Inventories	 	$	56,679	 	 	$	52,664	 	
 	 	 	 	 	 	 	
Note 6. Property and Equipment
     Property and equipment consisted of the following:
 	 	 	 	 	 	 	 	 	
 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Land	 	$	26,956	 	 	$	27,495	 	
Buildings and leasehold improvements	 	 	96,446	 	 	 	95,741	 	
Equipment and other	 	 	280,433	 	 	 	261,917	 	
 	 	 	 	 	 	 	
 	 	 	403,835	 	 	 	385,153	 	
Accumulated depreciation	 	 	(225,322	)	 	 	(216,260	)	
 	 	 	 	 	 	 	
Property and equipment, net	 	$	178,513	 	 	$	168,893	 	
 	 	 	 	 	 	 	
     Depreciation expense for the three months ended June 30, 2008 and 2007 was $6.5 million and $5.5 million, respectively, and for the six months ended June 30, 2008 and 2007 was $12.3 million and $10.5 million, respectively.
 Page 10 

 

Note 7. Goodwill and Other Intangible Assets
     The changes in the carrying amount of goodwill for the six months ended June 30, 2008 were as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Experiential	 	 	Travel and	 	 	 	 	
 	 	GES	 	 	Marketing	 	 	Recreation	 	 	Total	 	
 	 	(in thousands)	 	
Balance at January 1, 2008	 	$	185,676	 	 	$	—	 	 	$	42,494	 	 	$	228,170	 	
Business acquisition	 	 	—	 	 	 	11,833	 	 	 	—	 	 	 	11,833	 	
Foreign currency translation adjustments	 	 	(357	)	 	 	—	 	 	 	(1,270	)	 	 	(1,627	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2008	 	$	185,319	 	 	$	11,833	 	 	$	41,224	 	 	$	238,376	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
     A summary of other intangible assets as of June 30, 2008 is presented below:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Gross Carrying	 	 	Accumulated	 	 	Net Carrying	 	
 	 	Value	 	 	Amortization	 	 	Value	 	
 	 	(in thousands)	 	
Amortized intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Customer contracts and relationships	 	$	11,363	 	 	$	(1,257	)	 	$	10,106	 	
Design libraries	 	 	2,020	 	 	 	(113	)	 	 	1,907	 	
Non-compete agreements	 	 	3,204	 	 	 	(1,780	)	 	 	1,424	 	
Proprietary technology	 	 	816	 	 	 	(213	)	 	 	603	 	
Other	 	 	95	 	 	 	(30	)	 	 	65	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	17,498	 	 	 	(3,393	)	 	 	14,105	 	

Unamortized intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Trademarks and trade names	 	 	11,884	 	 	 	—	 	 	 	11,884	 	
Other	 	 	30	 	 	 	—	 	 	 	30	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	11,914	 	 	 	—	 	 	 	11,914	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	29,412	 	 	$	(3,393	)	 	$	26,019	 	
 	 	 	 	 	 	 	 	 	 	
     A summary of other intangible assets as of December 31, 2007 is presented below:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Gross Carrying	 	 	Accumulated	 	 	Net Carrying	 	
 	 	Value	 	 	Amortization	 	 	Value	 	
 	 	(in thousands)	 	
Amortized intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Customer contracts and relationships	 	$	3,555	 	 	$	(548	)	 	$	3,007	 	
Non-compete agreements	 	 	2,050	 	 	 	(1,202	)	 	 	848	 	
Proprietary technology	 	 	582	 	 	 	(90	)	 	 	492	 	
Other	 	 	97	 	 	 	(18	)	 	 	79	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	6,284	 	 	 	(1,858	)	 	 	4,426	 	

Unamortized intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Trademarks and trade names	 	 	8,207	 	 	 	—	 	 	 	8,207	 	
Other	 	 	30	 	 	 	—	 	 	 	30	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	8,237	 	 	 	—	 	 	 	8,237	 	
 	 	 	 	 	 	 	 	 	 	
Total	 	$	14,521	 	 	$	(1,858	)	 	$	12,663	 	
 	 	 	 	 	 	 	 	 	 	
 Page 11 

 

     Intangible asset amortization expense for the three months ended June 30, 2008 and 2007 was $758,000 and $275,000, respectively, and $1.6 million and $462,000 for the six months ended June 30, 2008 and 2007, respectively. Estimated amortization expense related to amortized intangible assets for future periods is expected to be as follows:
 	 	 	 	 	
 	 	(in thousands)	
2008	 	$	1,566	 	
2009	 	$	3,113	 	
2010	 	$	2,301	 	
2011	 	$	1,948	 	
2012 and thereafter	 	$	5,177	 	
Note 8. Accrued Liabilities and Other
     Other current liabilities consisted of the following:
 	 	 	 	 	 	 	 	 	
 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Continuing operations:	 	 	 	 	 	 	 	 	
Customer deposits	 	$	46,070	 	 	$	47,132	 	
Accrued compensation	 	 	25,101	 	 	 	34,248	 	
Self-insured liability accrual	 	 	8,150	 	 	 	7,984	 	
Accrued income taxes	 	 	6,296	 	 	 	787	 	
Accrued restructuring	 	 	2,812	 	 	 	3,015	 	
Accrued sales and use taxes	 	 	2,509	 	 	 	3,406	 	
Accrued dividends	 	 	866	 	 	 	869	 	
Other	 	 	18,068	 	 	 	15,400	 	
 	 	 	 	 	 	 	
 	 	 	109,872	 	 	 	112,841	 	

Discontinued operations:	 	 	 	 	 	 	 	 	
Environmental remediation liabilities	 	 	3,588	 	 	 	2,510	 	
Self-insured liability accrual	 	 	492	 	 	 	591	 	
Other	 	 	661	 	 	 	1,210	 	
 	 	 	 	 	 	 	
 	 	 	4,741	 	 	 	4,311	 	
 	 	 	 	 	 	 	
Total other current liabilities	 	$	114,613	 	 	$	117,152	 	
 	 	 	 	 	 	 	
     Other deferred items and liabilities consisted of the following:
 	 	 	 	 	 	 	 	 	
 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Continuing operations:	 	 	 	 	 	 	 	 	
Self-insured liability accrual	 	$	14,699	 	 	$	13,931	 	
Accrued income taxes	 	 	10,564	 	 	 	17,354	 	
Accrued compensation	 	 	6,011	 	 	 	8,286	 	
Accrued restructuring	 	 	5,128	 	 	 	6,006	 	
Foreign deferred tax liability	 	 	3,216	 	 	 	5,086	 	
Deferred gain on sale of property	 	 	2,095	 	 	 	2,578	 	
Other	 	 	6,668	 	 	 	9,973	 	
 	 	 	 	 	 	 	
 	 	 	48,381	 	 	 	63,214	 	
 	 	 	 	 	 	 	
Discontinued operations:	 	 	 	 	 	 	 	 	
Self-insured liability accrual	 	 	10,257	 	 	 	10,351	 	
Environmental remediation liabilities	 	 	4,711	 	 	 	5,806	 	
Accrued income taxes	 	 	884	 	 	 	856	 	
Other	 	 	1,784	 	 	 	2,438	 	
 	 	 	 	 	 	 	
 	 	 	17,636	 	 	 	19,451	 	
 	 	 	 	 	 	 	
Total other deferred items and liabilities	 	$	66,017	 	 	$	82,665	 	
 	 	 	 	 	 	 	
 Page 12 

 

Note 9. Debt
     As of June 30, 2008, Viad’s total debt of $13.5 million consisted of $4.8 million of capital lease obligations and an $8.7 million borrowing under the Company’s secured revolving credit agreement (the “Credit Facility”). The Credit Facility provides for a $150 million revolving line of credit, which may be increased up to an additional $75 million under certain circumstances. The term of the Credit Facility is five years (expiring on June 15, 2011) and borrowings are to be used for general corporate purposes (including permitted acquisitions) and to support up to $75 million of letters of credit. The lenders have a first perfected security interest in all of the personal property of Viad and GES, including 65 percent of the capital stock of top-tier foreign subsidiaries.
     Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the prime rate or the London Interbank Offered Rate, plus appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to Viad’s leverage ratio. Financial covenants include a minimum consolidated net worth requirement of not less than $344.6 million plus 50 percent of positive quarterly net income earned in each fiscal quarter beginning with the quarter ended June 30, 2006 plus net cash proceeds from all issuances of capital stock minus the amount of capital stock repurchased, a fixed-charge coverage ratio of not less than 1.25 to 1 and a leverage ratio of not greater than 2.75 to 1. Significant other covenants include limitations on: investments, common stock dividends, stock repurchases, additional indebtedness, sales/leases of assets, acquisitions, consolidations or mergers and liens on property. The terms of the Credit Facility restrict Viad from paying more than $10 million in dividends in the aggregate in any calendar year. As of June 30, 2008, Viad was in compliance with all covenants.
Note 10. Fair Value Measurements
     As discussed in Note 17, on January 1, 2008 Viad adopted the initial provisions of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 —	 	Quoted prices in active markets for identical assets or liabilities.	
 		
 Level 2 —	 	Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.	
 		
Level 3 —	 	Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.	
     Viad measures its money market funds and certain other mutual fund investments at fair value on a recurring basis using Level 1 inputs. Viad’s money market funds are included under the caption “Cash and cash equivalents” in the consolidated balance sheets and its other mutual fund investments are included under the caption “Other investments and assets” in the consolidated balance sheets. The fair value information related to these assets is summarized in the following table:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Fair Value Measurement at June 30, 2008 Using	 	
 	 	 	 	 	 	Quoted Prices	 	 	Significant	 	 	 	 	
 	 	 	 	 	 	in Active	 	 	Other	 	 	Significant	 	
 	 	 	 	 	 	Markets for	 	 	Observable	 	 	Unobserved	 	
 	 	June 30,	 	 	Identical Assets	 	 	Inputs	 	 	Inputs	 	
 	 	2008	 	 	(Level 1)	 	 	(Level 2)	 	 	(Level 3)	 	
 	 	(in thousands)	 	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Money market funds	 	$	32,011	 	 	$	32,011	 	 	$	—	 	 	$	—	 	
Other mutual funds	 	 	2,452	 	 	 	2,452	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	34,463	 	 	$	34,463	 	 	$	—	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 Page 13 

 

Note 11. Income Per Share
     A reconciliation of the numerators and denominators of diluted and basic per share computations for income from continuing operations is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three months ended June 30,	 	 	Six months ended June 30,	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands, except per share data)	 	
Income from continuing operations	 	$	13,083	 	 	$	18,287	 	 	$	29,828	 	 	$	32,337	 	

Weighted-average outstanding common shares	 	 	20,268	 	 	 	20,567	 	 	 	20,232	 	 	 	20,609	 	
Additional dilutive shares related to share-based compensation	 	 	398	 	 	 	479	 	 	 	446	 	 	 	518	 	

Weighted-average outstanding and potentially dilutive common shares	 	 	20,666	 	 	 	21,046	 	 	 	20,678	 	 	 	21,127	 	

Diluted income per share from continuing operations	 	$	0.63	 	 	$	0.87	 	 	$	1.44	 	 	$	1.53	 	

Basic income per share from continuing operations	 	$	0.65	 	 	$	0.89	 	 	$	1.47	 	 	$	1.57	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
     Options to purchase 39,962 shares of common stock were outstanding during the six months ended June 30, 2008 but were not included in the computation of diluted income per share because the effect would be anti-dilutive. No options were anti-dilutive during the six months ended June 30, 2007, and therefore, no options were excluded from the computation of diluted income per share for that period.
Note 12. Income Taxes
     A reconciliation of income tax expense and the amount that would be computed using statutory federal income tax rates for the six months ended June 30 is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2008	 	2007	
 	 	(in thousands)	
Computed income tax expense at statutory federal income tax rate of 35%	 	$	16,058	 	 	 	35.0	%	 	$	18,350	 	 	 	35.0	%	
State income taxes, net of federal benefit	 	 	1,641	 	 	 	3.6	%	 	 	1,932	 	 	 	3.7	%	
Tax resolutions, net	 	 	(853	)	 	 	(1.9	%)	 	 	—	 	 	 	0.0	%	
Other, net	 	 	(549	)	 	 	(1.2	%)	 	 	(153	)	 	 	(0.3	%)	
 	 	 	 	 	
Income tax expense	 	$	16,297	 	 	 	35.5	%	 	$	20,129	 	 	 	38.4	%	
 	 	   	 	   	
     Viad is subject to regular and recurring audits by the taxing authorities in the jurisdictions in which the Company conducts or had previously conducted operations. These include U.S. federal and most state jurisdictions, and certain foreign jurisdictions including Canada, the United Kingdom and Germany. Viad exercises judgment in determining its income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. As of June 30, 2008 and December 31, 2007, Viad had accrued gross liabilities associated with uncertain tax positions for continuing operations of $11.7 million and $12.8 million, respectively. In addition, as of June 30, 2008 and December 31, 2007, Viad had accrued interest and penalties related to uncertain tax positions for continuing operations of $5.2 million and $5.1 million, respectively. Viad classifies interest and penalties related to income tax liabilities as a component of income tax expense. During the three months ended June 30, 2008 and 2007, Viad recorded tax-related interest expense of $313,000 and $303,000, respectively. During the six months ended June 30, 2008 and 2007, Viad recorded tax-related interest expense of $605,000 and $594,000, respectively.
     In addition to the above, Viad had accrued gross liabilities associated with uncertain tax positions for discontinued operations of $636,000 as of both June 30, 2008 and December 31, 2007. In addition, as of June 30, 2008 and December 31, 2007, Viad had accrued interest and penalties related to uncertain tax positions for discontinued operations of $248,000 and $220,000, respectively. Future tax resolutions or settlements that may occur related to these uncertain tax positions would be recorded through discontinued operations (net of federal tax effects, if applicable).
 Page 14 

 

     The following represents a reconciliation of the total amounts of liabilities associated with uncertain tax positions (excluding interest and penalties) for the six months ended June 30, 2008:
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Continuing	 	 	Discontinued	 	 	 	 	
 	 	Operations	 	 	Operations	 	 	Total	 	
 	 	(in thousands)	 	
Balance at January 1, 2008	 	$	12,802	 	 	$	636	 	 	$	13,438	 	
Reductions for tax positions taken in prior years	 	 	(1,036	)	 	 	—	 	 	 	(1,036	)	
Foreign currency translation adjustment	 	 	(110	)	 	 	—	 	 	 	(110	)	
 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2008	 	$	11,656	 	 	$	636	 	 	$	12,292	 	
 	 	 	 	 	 	 	 	 	 	
     As of June 30, 2008, the entire amount of unrecognized tax benefits for continuing operations of $11.7 million (excluding federal income tax effects of $2.4 million) would favorably affect Viad’s effective tax rate, if recognized, as the related uncertain tax positions are permanent in nature. However, if amounts accrued are less than amounts ultimately assessed by the taxing authorities, Viad would record additional income tax expense. To the extent that the Company has favorable tax settlements, or determines that accrued amounts are no longer needed due to a lapse in the applicable statute of limitations or other reasons, such liabilities would be reversed as a reduction of income tax expense (net of federal tax effects, if applicable) in the period such determination is made.
     The Company has been subject to certain foreign tax audits in multiple Canadian jurisdictions related to the 2001 through 2005 tax years. As a result of such audits, certain issues have been raised regarding the tax treatment of specific intercompany debt transactions. Although the Company had not previously recognized any tax benefits associated with those transactions in the financial statements, the Company believes that the ultimate resolution of these issues could involve tax assessments, including accrued interest, and may result in substantial cash payments upon settlement. The Company also has other uncertain tax positions in various domestic jurisdictions, for which the unrecognized tax benefits may significantly decrease due to effective settlements, a lapse in the applicable statute of limitations and other factors. Accordingly, the Company believes that it is reasonably possible that approximately $7.9 million (excluding federal income tax effects of $1.3 million) of its uncertain tax positions could be resolved or settled within the next 12 months, which could reduce the amount of accrued income taxes payable. If such tax resolutions or settlements occur, they could result in substantial cash payments, the recognition of additional income tax expense, or the reversal of accrued income taxes which may impact Viad’s effective tax rate in future periods.
     Viad’s 2004 through 2007 U.S. federal tax years and various state tax years from 2002 through 2007 remain subject to income tax examinations by tax authorities. In addition, tax years from 2001 through 2007 related to Viad’s foreign taxing jurisdictions also remain subject to examination.
     Viad classifies liabilities associated with uncertain tax positions as non-current liabilities in Viad’s consolidated balance sheet unless they are expected to be paid within the next year. As of June 30, 2008 and December 31, 2007, liabilities associated with uncertain tax positions (including interest and penalties) of $11.4 million and $18.2 million, respectively, were classified as non-current liabilities.
Note 13. Pension and Postretirement Benefits
     The net periodic benefit cost of Viad’s pension and postretirement benefit plans for the three months ended June 30 included the following components:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Domestic Plans	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Postretirement	 	 	Foreign	 	
 	 	Pension Plans	 	 	Benefit Plans	 	 	Pension Plans	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Service cost	 	$	50	 	 	$	49	 	 	$	16	 	 	$	19	 	 	$	95	 	 	$	102	 	
Interest cost	 	 	305	 	 	 	281	 	 	 	250	 	 	 	276	 	 	 	191	 	 	 	164	 	
Expected return on plan assets	 	 	(194	)	 	 	(186	)	 	 	(82	)	 	 	(93	)	 	 	(184	)	 	 	(73	)	
Amortization of prior service cost (credit)	 	 	18	 	 	 	52	 	 	 	(355	)	 	 	(362	)	 	 	—	 	 	 	—	 	
Recognized net actuarial loss (gain)	 	 	91	 	 	 	109	 	 	 	69	 	 	 	136	 	 	 	—	 	 	 	(289	)	

Net periodic benefit cost (credit)	 	$	270	 	 	$	305	 	 	$	(102	)	 	$	(24	)	 	$	102	 	 	$	(96	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Page 15 

 

     For the six months ended June 30, the net periodic benefit cost for Viad’s pension and postretirement benefit plans included the following components:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Domestic Plans	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Postretirement	 	 	Foreign	 	
 	 	Pension Plans	 	 	Benefit Plans	 	 	Pension Plans	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Service cost	 	$	100	 	 	$	96	 	 	$	32	 	 	$	38	 	 	$	191	 	 	$	199	 	
Interest cost	 	 	610	 	 	 	555	 	 	 	500	 	 	 	536	 	 	 	384	 	 	 	319	 	
Expected return on plan assets	 	 	(388	)	 	 	(372	)	 	 	(164	)	 	 	(186	)	 	 	(372	)	 	 	(142	)	
Amortization of prior service cost (credit)	 	 	36	 	 	 	104	 	 	 	(710	)	 	 	(724	)	 	 	—	 	 	 	—	 	
Recognized net actuarial loss (gain)	 	 	182	 	 	 	218	 	 	 	138	 	 	 	272	 	 	 	—	 	 	 	(561	)	

Net periodic benefit cost (credit)	 	$	540	 	 	$	601	 	 	$	(204	)	 	$	(64	)	 	$	203	 	 	$	(185	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Viad expects to contribute $711,000 to its funded pension plans, $801,000 to its unfunded pension plans and $600,000 to its postretirement benefit plans in 2008. As of June 30, 2008, Viad had contributed $286,000 to its funded pension plans, $389,000 to its unfunded pension plans and $390,000 to its postretirement benefit plans.
Note 14. Restructuring
     During 2007, Exhibitgroup/Giltspur recorded restructuring charges totaling $2.0 million (including $1.2 million during the six months ended June 30, 2007) consisting of severance and other employee benefits associated with an organizational realignment. As of June 30, 2008, a liability remained of $46,000 which was included in the consolidated balance sheets under the caption “Other current liabilities.” This liability is expected to be paid by the end of 2008. Additionally, in conjunction with the acquisition of Melville, GES recorded a restructuring liability of $1.7 million consisting primarily of costs associated with the planned consolidation of duplicate facilities at Melville, certain severance and other employee benefit costs and other exit costs. GES had completed the restructuring activities by December 31, 2007; however, payments due under the long-term lease obligations will continue to be made over the remaining terms of the lease agreements. As of June 30, 2008, there was a remaining liability of $1.3 million of which $752,000 was included in the consolidated balance sheets under the caption “Other current liabilities” and $518,000 under the caption “Other deferred items and liabilities.”
     Viad had previously recorded restructuring charges resulting from the consolidation of certain leased office space at its corporate headquarters. As of June 30, 2008, a liability of $775,000 remained of which $247,000 was included in the consolidated balance sheets under the caption “Other current liabilities” and $528,000 under the caption “Other deferred items and liabilities.”
     In 2002, Viad approved a restructuring plan related to Exhibitgroup/Giltspur and as of June 30, 2008, a liability remained of $744,000 (comprised solely of future lease payment obligations) of which $325,000 and $419,000 were included in the consolidated balance sheets under the captions “Other current liabilities” and “Other deferred items and liabilities,” respectively. In 2001, Viad approved a plan of restructuring and as of June 30, 2008, a liability remained of $5.1 million (comprised solely of future lease payment obligations), of which $1.4 million and $3.7 million were included in the consolidated balance sheets under the captions “Other current liabilities” and “Other deferred items and liabilities,” respectively. Payments due under long-term lease obligations will continue to be made over the remaining terms of the lease agreements.
     A summary of the changes in Viad’s restructuring liability balances for the six months ended June 30, 2008 is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2007	 	 	2004	 	 	2002	 	 	2001	 	 	 	 	
 	 	Restructuring	 	 	Restructuring	 	 	Restructuring	 	 	Restructuring	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	(in thousands)	 	 	 	 	 	 	 	 	 	
Balance at January 1, 2008	 	$	1,472	 	 	$	897	 	 	$	848	 	 	$	5,804	 	 	$	9,021	 	
Cash payments	 	 	(160	)	 	 	—	 	 	 	(104	)	 	 	(699	)	 	 	(963	)	
Adjustment to liability	 	 	—	 	 	 	(122	)	 	 	—	 	 	 	—	 	 	 	(122	)	
Foreign currency translation adjustment	 	 	4	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2008	 	$	1,316	 	 	$	775	 	 	$	744	 	 	$	5,105	 	 	$	7,940	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Page 16 

 

Note 15. Litigation, Claims and Other Contingencies
     Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of which involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as of June 30, 2008, with respect to certain of these matters is not ascertainable, Viad believes that any resulting liability, after taking into consideration amounts already provided for, including insurance coverage, will not have a material impact on the Company’s business, financial position or results of operations.
     Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration amounts already provided for, including insurance coverage, will not have a material impact on the Company’s financial position or results of operations. As of June 30, 2008, there was a remaining environmental remediation liability of $8.3 million related to previously sold operations of which $3.6 million was included in the consolidated balance sheets under the caption “Other current liabilities” and $4.7 million under the caption “Other deferred items and liabilities.”
     As of June 30, 2008, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the consolidated financial statements and primarily relate to leased facilities and credit or loan arrangements with banks, entered into by Viad’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of June 30, 2008 would be $40.4 million, of which $40.3 million related to guarantees on leased facilities and certain equipment expiring through October 2017. As of June 30, 2008, the aggregate guarantees related to credit or lease arrangements with a bank were $57,000 which expire concurrent with the lease arrangements. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments.
     Glacier Park operates the concession portion of its business under concession contracts with the U.S. National Park Service (the “Park Service”) for Glacier National Park and with the Canadian Government for Waterton Lakes National Park. Glacier Park’s 42-year lease with the Canadian Government expires in 2010 with Glacier Park having an option to renew for two additional terms of 42 years each. Glacier Park’s original 25-year concession contract with the Park Service that was to expire on December 31, 2005, was extended for three one-year periods and now expires on December 31, 2008. The Park Service, in its sole discretion, may continue extending Glacier Park’s concession contract in increments of one to three years. When this contract ultimately expires, Glacier Park will have the opportunity to bid on a new concession contract. If Glacier Park does secure a new contract, possible terms would be for 10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier Park’s remaining business would consist of the operations at Waterton Lakes National Park and East Glacier, Montana. In such a circumstance, Glacier Park would be entitled to an amount equal to its “possessory interest,” which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to the concession property at Glacier National Park during the term of the concessions contract. This value would be based on the reconstruction cost of a new unit of like kind, less physical depreciation, but not to exceed fair market value. Glacier Park generated approximately 20 percent of Travel and Recreation Services’ full year 2007 segment operating income.
 Page 17 

 

Note 16. Segment Information
     Viad measures profit and performance of its operations on the basis of segment operating income which excludes restructuring charges and recoveries and impairment losses and recoveries. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and amortization, and share-based compensation are the only significant non-cash items for the reportable segments. As discussed in Note 1, Becker Group has been included with Exhibitgroup/Giltspur to form the Experiential Marketing Services segment. Viad’s other reportable segments consist of GES and Travel and Recreation Services. Disclosures regarding Viad’s reportable segments with reconciliations to consolidated totals are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three months ended June 30,	 	 	Six months ended June 30,	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
GES	 	$	187,645	 	 	$	192,832	 	 	$	473,320	 	 	$	437,717	 	
Experiential Marketing Services	 	 	65,739	 	 	 	61,526	 	 	 	109,657	 	 	 	95,868	 	
Travel and Recreation Services	 	 	23,828	 	 	 	21,369	 	 	 	29,680	 	 	 	25,831	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	277,212	 	 	$	275,727	 	 	$	612,657	 	 	$	559,416	 	

Segment operating income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
GES	 	$	13,956	 	 	$	22,033	 	 	$	49,804	 	 	$	54,239	 	
Experiential Marketing Services	 	 	1,945	 	 	 	4,579	 	 	 	(2,176	)	 	 	(96	)	
Travel and Recreation Services	 	 	5,178	 	 	 	4,496	 	 	 	2,031	 	 	 	2,083	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	21,079	 	 	 	31,108	 	 	 	49,659	 	 	 	56,226	 	
Corporate activities	 	 	(2,219	)	 	 	(2,714	)	 	 	(4,653	)	 	 	(5,023	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	18,860	 	 	 	28,394	 	 	 	45,006	 	 	 	51,203	 	
Interest income	 	 	653	 	 	 	1,392	 	 	 	1,753	 	 	 	3,181	 	
Interest expense	 	 	(415	)	 	 	(379	)	 	 	(878	)	 	 	(845	)	
Restructuring charge	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,210	)	
Impairment recovery	 	 	—	 	 	 	100	 	 	 	—	 	 	 	100	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes and minority interest	 	$	19,098	 	 	$	29,507	 	 	$	45,881	 	 	$	52,429	 	

 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Assets:	 	 	 	 	 	 	 	 	
GES	 	$	383,436	 	 	$	372,303	 	
Experiential Marketing Services	 	 	132,373	 	 	 	77,279	 	
Travel and Recreation Services	 	 	141,145	 	 	 	139,465	 	
Corporate and other	 	 	135,170	 	 	 	192,316	 	
 	 	 	 	 	 	 	
 	 	$	792,124	 	 	$	781,363	 	
 	 	 	 	 	 	 	
Note 17. Impact of Recent Accounting Pronouncements
     In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based measurement and not an entity-specific measurement. Accordingly, fair value measurements should be determined based on the assumptions that market participants would use in pricing an asset or liability. SFAS No. 157 generally applies under other accounting pronouncements that require or permit fair value measurements, except for share-based payment transactions and other limited exceptions. SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157,” which partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. Accordingly, Viad adopted the applicable provisions of SFAS No. 157 on January 1, 2008, which did not have a material impact on Viad’s financial position or results of operations. The
 Page 18 

 

nonfinancial assets and liabilities for which Viad has not applied the provisions of SFAS No. 157 include the fair value measurements related to goodwill impairment testing, indefinite lived intangible asset impairment testing and the nonfinancial assets and liabilities initially measured at fair value in a business combination, but not measured at fair value in subsequent periods. Furthermore, the Company believes that the full adoption of SFAS No. 157 will not have a material impact on Viad’s financial position or results of operations.
     In September 2006, the FASB also issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS No. 158 requires employers to recognize the overfunded or underfunded status of a defined benefit pension plan and also requires employers to measure the funded status of a plan as of the date of its year end statement of financial position. Viad adopted the recognition and disclosure provisions of SFAS No. 158 as of December 31, 2006. However, the requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year end statement of financial position is effective for fiscal years ending after December 15, 2008. Viad currently utilizes a November 30 measurement date for certain of its pension and postretirement benefit plans and has not yet determined if the adoption of the remaining provisions of SFAS No. 158 will have a material impact on its financial position or results of operations.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits companies to choose to measure (on specified election dates) eligible financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The fair value election may generally be applied on an instrument-by-instrument basis (in its entirety) and is irrevocable unless a new election date occurs. SFAS No. 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. Accordingly, Viad adopted SFAS No. 159 on January 1, 2008. The adoption of SFAS No. 159 did not have a material impact on Viad’s financial position or results of operations as the Company did not elect the fair value option, nor is it expected to have a material impact on future periods as the election of this option is expected to be limited.
     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141(R) replaces SFAS No. 141 and, although it retains certain requirements of that guidance, it is broader in scope. SFAS No. 141(R) establishes principles and requirements in the recognition and measurement of the assets acquired, the liabilities assumed and any noncontrolling interests related to a business combination. Among other requirements, direct acquisition costs and acquisition-related restructuring costs must be accounted for separately from the business combination. In addition, SFAS No. 141(R) provides guidance in accounting for step acquisitions, contingent liabilities, goodwill, contingent consideration and other aspects of business combinations. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, Viad will adopt SFAS No. 141(R) on January 1, 2009 and will apply its provisions prospectively.
     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 requires that ownership interests in subsidiaries held by parties other than the parent be presented separately within equity in the consolidated balance sheet. SFAS No. 160 also requires that the consolidated net income attributable to the parent and to the noncontrolling interests be identified and displayed on the face of the consolidated income statement. Changes in ownership interests, deconsolidation and additional disclosures regarding noncontrolling interests are also addressed in the new guidance. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Accordingly, Viad will adopt SFAS No. 160 on January 1, 2009. As of December 31, 2007, Viad had $6.0 million related to a noncontrolling interest recorded in its balance sheet. Viad has not yet determined if the adoption of SFAS No. 160 will have a material impact on its financial position or results of operations.
     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 requires enhanced disclosures related to an entity’s derivative and hedging activities to improve financial reporting and enhance the current disclosure framework in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company believes that the adoption of SFAS No. 161 will not have a material impact on its financial position or results of operations.
     In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The intent of this guidance is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other GAAP. The guidance for determining the useful life of a recognized intangible asset is to be applied prospectively to intangible assets acquired after the effective date. However, the disclosure requirements are to be applied prospectively to all intangible assets recognized as of, and subsequent to,
 Page 19 

 

the effective date. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, Viad will adopt FSP FAS 142-3 on January 1, 2009 and will apply its provisions prospectively.
     In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company believes that the adoption of SFAS No. 162 will not have a material impact on its financial position or results of operations.
     In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing income per share under the two-class method pursuant to SFAS No. 128, “Earnings per Share.” This guidance establishes that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Furthermore, all prior period earnings per share data presented shall be adjusted retrospectively to conform to the provisions of FSP EITF 03-6-1. Accordingly, Viad will adopt the FSP EITF 03-6-1 on January 1, 2009. During 2008 and prior years, the Company has certain share-based payment transactions which would be subject to the guidance set forth in FSP EITF 03-6-1. Viad has not yet determined if the adoption of FPS EITF 03-6-1 will have a material impact on its financial position or results of operations.
Note 18. Common Stock Repurchases
     Viad has announced its intent, under authorizations by its Board of Directors, to repurchase up to an aggregate of three million shares of the Company’s common stock from time to time at prevailing prices in the open market. Shares purchased in 2007 and 2006 totaled 781,700 and 1,476,500, respectively, with 741,800 shares available for repurchase as of June 30, 2008. During the six months ended June 30, 2007, Viad repurchased 276,300 common shares for $10.5 million. No shares were repurchased during the six months ended June 30, 2008. The authorizations of the Board of Directors do not have expiration dates. During the six months ended June 30, 2008 and 2007, the Company repurchased 50,061 shares for $1.6 million and 31,201 shares for $1.2 million, respectively, related to tax withholding requirements on vested restricted stock and PBRS.
Note 19. Discontinued Operations
     During the six months ended June 30, 2008, Viad recorded a loss of $210,000 related to certain obligations associated with previously sold operations. During the six months ended June 30, 2007, Viad recorded income of $102,000 primarily related to tax and other matters associated with previously sold operations.
 Page 20 

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
     The following discussion should be read in conjunction with Viad Corp’s condensed consolidated financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Viad Corp’s actual results could differ materially from those anticipated due to various factors discussed under “Forward-Looking Statements” and elsewhere in this quarterly report.
Overview:
     On January 4, 2008, Viad Corp (“Viad” or the “Company”) completed the acquisition of The Becker Group, Ltd. (“Becker Group”), an experiential marketing company specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. With more than 50 years of experience, Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America. Becker Group has been included with Exhibitgroup/Giltspur to form the Experiential Marketing Services segment.
     Viad operates in three reportable business segments as follows:
      GES — GES Exposition Services, Inc. (“GES”) and its segment affiliates provide exhibition and event services throughout North America and the United Kingdom consisting of: show planning and production; floor plan design and layout; decorating, graphics and signage, and furniture, carpet and fixture procurement and rental. These services are provided to a variety of show organizers, including venues, trade associations and show management companies. GES’ customer base also includes exhibitors for which GES provides exhibit design, construction, refurbishment, storage and rental services, including related show services such as logistics and transportation; material handling, electrical, plumbing, rigging and cleaning, and exhibit installation and dismantling.
      Experiential Marketing Services — This segment consists of Exhibitgroup/Giltspur and its segment affiliates (“Exhibitgroup/Giltspur”) and Becker Group. Exhibitgroup/Giltspur is an integrated experience marketing company that specializes in exhibits, events and other face-to-face marketing opportunities. Exhibitgroup/Giltspur combines its core services of custom design, construction and marketing expertise with an ability to provide complete event program management. It leverages its global network to efficiently manage client programs. Its services include: design; integrated marketing including pre- and post event communications and customer relationship management; staff training; event surveys; program management and planning; logistics management; maintenance and warehousing; in-house installation and dismantling; show services; online program management tools and multimedia services. Exhibitgroup/Giltspur also provides portable and “modular” exhibits, kiosks for shopping malls and retail stores, and design, construction and installation services for permanent installations including museums, corporate lobbies, visitors centers, showrooms and retail interiors. Becker Group is an experiential marketing company specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America.
      Travel and Recreation Services — This segment consists of Brewster Inc. (“Brewster”) and Glacier Park, Inc. (“Glacier Park”). Brewster provides tourism services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s operations include the Banff Gondola, Columbia Icefield Ice Explorer Tours, motorcoach services, charter and sightseeing services, tour boat operations, inbound package tour operations and hotel operations. Glacier Park operates four historic lodges and three motor inns and provides food and beverage operations, retail operations and tour and transportation services in and around Glacier National Park in Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is an 80 percent owned subsidiary of Viad.
     The following are financial highlights of the second quarter of 2008 as compared to the second quarter of 2007 that are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”):
      Viad Corp (Consolidated)

 	•	 	Total revenues of $277.2 million compared to $275.7 million in the second quarter of 2007	
 		
 	•	 	Net income of $12.9 million versus $18.5 million in 2007	
 		
 	•	 	Diluted income per share of $0.62 versus $0.88 in 2007	
 		
 	•	 	Cash and cash equivalents totaled $111.6 million as of June 30, 2008	
 		
 	•	 	Debt was $13.5 million as of June 30, 2008	
 Page 21 

 

      GES

 	•	 	Revenues of $187.6 million, a decrease of 2.7 percent from 2007	
 		
 	•	 	Segment operating income of $14.0 million, a decrease of 36.7 percent from 2007	
      Experiential Marketing Services

 	•	 	Revenues of $65.7 million, an increase of 6.8 percent from 2007	
 		
 	•	 	Segment operating income of $1.9 million, compared to $4.6 million in the second quarter of 2007	
      Travel and Recreation Services

 	•	 	Revenues of $23.8 million, an increase of 11.5 percent from 2007	
 		
 	•	 	Segment operating income of $5.2 million, an increase of 15.2 percent from 2007	
Non-GAAP Measure:
     The following discussion includes a presentation of Adjusted EBITDA which is utilized by management to measure the profit and performance of Viad’s operations and to facilitate period to period comparisons. “Adjusted EBITDA” is defined by Viad as net income before interest expense, income taxes, depreciation and amortization, impairment losses and recoveries, changes in accounting principles and the effects of discontinued operations. Adjusted EBITDA is considered a useful operating metric as potential variations arising from taxes, depreciation, debt service costs, impairment losses and recoveries, changes in accounting principles and the effects of discontinued operations are eliminated, thus resulting in an additional measure considered to be indicative of Viad’s ongoing operations. The presentation of Adjusted EBITDA is supplemental to results presented under GAAP and may not be comparable to similarly titled measures used by other companies. This non-GAAP measure should be considered in addition to, but not a substitute for, other measures of financial performance and liquidity reported in accordance with GAAP.
     Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business. Management uses Adjusted EBITDA primarily as a performance measure and believes that the GAAP financial measure most directly comparable to this non-GAAP measure is net income. Although Adjusted EBITDA is used as a financial measure to assess the performance of the business, the use of Adjusted EBITDA is limited because it does not consider material costs, expenses and other items necessary to operate the business. These items include debt service costs, non-cash depreciation and amortization expense associated with long-lived assets, expenses related to U.S. federal, state, local and foreign income taxes, impairment losses or recoveries, and the effects of accounting changes and discontinued operations. Because Adjusted EBITDA does not consider the above items, a user of Viad’s financial information should consider net income as an important measure of financial performance because it provides a more complete measure of the Company’s performance.
     A reconciliation of Adjusted EBITDA to net income is as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three months ended June 30,	 	 	Six months ended June 30,	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
 	 	(in thousands)	 	
Adjusted EBITDA	 	$	26,821	 	 	$	35,566	 	 	$	60,847	 	 	$	64,207	 	
Impairment recovery	 	 	—	 	 	 	100	 	 	 	—	 	 	 	100	 	
Interest expense	 	 	(415	)	 	 	(379	)	 	 	(878	)	 	 	(845	)	
Income tax expense	 	 	(6,107	)	 	 	(11,200	)	 	 	(16,297	)	 	 	(20,129	)	
Depreciation and amortization	 	 	(7,216	)	 	 	(5,800	)	 	 	(13,844	)	 	 	(10,996	)	
Income (loss) from discontinued operations	 	 	(210	)	 	 	196	 	 	 	(210	)	 	 	102	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	12,873	 	 	$	18,483	 	 	$	29,618	 	 	$	32,439	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
     The decrease in Adjusted EBITDA of $8.7 million for the second quarter of 2008 compared to the second quarter of 2007 was primarily driven by lower segment operating results at GES and Experiential Marketing Services and lower interest income, partially offset by lower corporate costs and higher segment operating results at Travel and Recreation Services. The decrease in Adjusted EBITDA of $3.4 million for the first six months of 2008 compared to 2007 was primarily due to lower segment operating results at GES and Experiential Marketing Services and lower interest income, partially offset by restructuring charges in 2007 and lower corporate costs in 2008.
     See “Results of Operations” below for a discussion of fluctuations.
 Page 22 

 

Results of Operations:
Comparison of Second Quarter of 2008 to the Second Quarter of 2007
     Revenues for the second quarter of 2008 increased slightly to $277.2 million from $275.7 million in the second quarter of 2007. Income before income taxes and minority interest was $19.1 million for the second quarter of 2008 compared to $29.5 million in the second quarter of 2007. Viad’s income from continuing operations for the second quarter of 2008 was $13.1 million, or $0.63 per diluted share, down from $18.3 million, or $0.87 per diluted share, in the second quarter of 2007. This was largely the result of lower segment operating income at GES due to a change in the mix of shows and pre-tax income of $3.9 million in the second quarter of 2007 from the favorable resolution of a contract dispute, as well as the seasonal operating loss at Becker Group.
     Net income for the second quarter of 2008, which included a loss from discontinued operations of $210,000, or $0.01 per diluted share, related to certain obligations associated with previously sold operations, was $12.9 million, or $0.62 per diluted share. This compares to net income of $18.5 million, or $0.88 per diluted share, in the second quarter of 2007, which included income from discontinued operations of $196,000, or $0.01 per diluted share, primarily related to tax and other matters associated with previously sold operations.
      GES. Revenues for GES were $187.6 million for the second quarter of 2008, down 2.7 percent from $192.8 million in the second quarter of 2007. The decrease in revenue resulted primarily from the loss of a major trade show, mostly offset by new business and other revenue growth. Base same-show revenue growth was 4.6 percent in the second quarter of 2008. Management defines base same-show revenue growth as growth in exhibitions and events that occur in the same quarter and same city every year. Base same-shows represented approximately 27 percent of GES’ revenue in the second quarter of 2008.
     Segment operating income was $14.0 million in the second quarter of 2008, down from $22.0 million in the second quarter of 2007. The decrease was primarily due to the decline in revenue and a shift in the mix of shows from higher margin to lower margin geographies. Additionally, the 2007 quarter results included $3.9 million from the favorable resolution of a contract dispute.
     In general, the exhibition and event industry is experiencing continued signs of modest growth in most events and industry sectors in terms of square footage and number of exhibitors; however, certain shows in the retail and consumer sector are exhibiting some weakness during 2008 and the pricing environment remains somewhat challenging. The prospects for individual shows tend to be driven by the success of the industry related to those shows. Although GES has a diversified revenue base and long-term contracts for future shows, revenue growth is affected by general economic and industry-specific conditions. Management remains focused on increasing productivity and controlling costs, including the implementation of cost reduction efforts.
     GES and Exhibitgroup/Giltspur are subject to multiple collective bargaining agreements that affect labor costs, about one-third of which expire each year. Although labor relations between the companies and labor are currently stable, disruptions during future contract negotiations could occur, with the possibility of an adverse impact on the operating results of GES and/or Exhibitgroup/Giltspur.
      Experiential Marketing Services. Revenues for Viad’s Experiential Marketing Services segment were $65.7 million in the second quarter of 2008, up 6.8 percent from $61.5 million in the second quarter of 2007. Included in the 2008 amount was $660,000 of revenue earned by Becker Group. On an organic basis (without Becker Group’s revenue), revenue increased 5.8 percent to $65.1 million as compared to $61.5 million in the second quarter of 2007 driven by increased client spending and new business at Exhibitgroup/Giltspur, which more than offset negative show rotation revenue of $13 million from the International Paris Air Show. Segment operating income for the second quarter of 2008 was $1.9 million (including a loss of $2.7 million from Becker Group) compared to $4.6 million in the second quarter of 2007. The decrease in segment operating income was due to the seasonal operating loss at Becker Group. On an organic basis (without Becker Group’s operating loss), segment operating income increased 2.3 percent to $4.7 million due to the revenue growth at Exhibitgroup/Giltspur.
     Results of Viad’s Experiential Marketing Service segment are affected by seasonality. Exhibitgroup/Giltspur generally reports its highest revenues during the second quarter of each year. Becker Group generates a substantial portion of its full year revenues during the fourth quarter from the sale of large-scale, holiday-themed events and experiences. As a result of seasonality, management expects Becker Group to produce losses in each of the first three quarters, with a substantial profit in the fourth quarter and overall profit for the year.
     In response to a challenging exhibit construction market, management is focused on repositioning Exhibitgroup/Giltspur as an experience marketing agency to capture a greater share of clients’ marketing budgets by delivering comprehensive, innovative, value-added solutions that enable clients to generate a higher return on their face-to-face marketing investments. Management is also focused on improving the sales pipeline and win rate to drive profitable revenue growth, as well as cost control, productivity enhancements and increased capacity utilization in order to improve profitability in future years. Although the Experiential
 Page 23 

 

Marketing Services segment has a diversified revenue base, a portion of the segment’s revenue is generated from sales to regional shopping malls and lifestyle centers, including sales of holiday-themed events and experiences provided by Becker Group as well as retail merchandising units sold by Exhibitgroup/Giltspur. Revenue growth is affected by general economic and industry-specific conditions and visibility over Exhibitgroup/Giltspur’s future revenues continues to be poor.
      Travel and Recreation Services. Revenues of the travel and recreation services businesses were $23.8 million, up 11.5 percent from the second quarter of 2007 of $21.4 million. Segment operating income was $5.2 million for the second quarter of 2008, up 15.2 percent from $4.5 million in the 2007 quarter. Brewster experienced an increase in transportation volume, improved occupancy and room revenue at its Mount Royal Hotel and increased passenger volume at its Lake Minnewanka Boat Tours operation. Glacier Park realized improved occupancy and room revenue at its inns and lodges.
     For the full year 2007, approximately 75 percent of revenue and 85 percent of operating income generated in the Travel and Recreation Services segment was derived through its Canadian operations. These operations are largely affected by foreign customer visitation, and, accordingly, increases in the value of the Canadian dollar compared to other currencies could adversely affect customer volumes, and, therefore, revenue and operating income in the Travel and Recreation Services segment.
     The operating results related to Viad’s Canadian travel and recreation operations were translated into U.S. dollars at weighted-average exchange rates of 1.00 and 0.93 for the second quarters of 2008 and 2007, respectively. Accordingly, Viad’s consolidated results of operations have been favorably impacted by the strengthening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian operations. Decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars.
     Glacier Park operates the concession portion of its business under concession contracts with the U.S. National Park Service (the “Park Service”) for Glacier National Park and with the Canadian Government for Waterton Lakes National Park. Glacier Park’s 42-year lease with the Canadian Government expires in 2010 with Glacier Park having an option to renew for two additional terms of 42 years each. Glacier Park’s original 25-year concession contract with the Park Service that was to expire on December 31, 2005, was extended for three one-year periods and now expires on December 31, 2008. The Park Service, in its sole discretion, may continue extending Glacier Park’s concession contract in increments of one to three years. When this contract ultimately expires, Glacier Park will have the opportunity to bid on a new concession contract. If Glacier Park does secure a new contract, possible terms would be for 10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier Park’s remaining business would consist of the operations at Waterton Lakes National Park and East Glacier, Montana. In such a circumstance, Glacier Park would be entitled to an amount equal to its “possessory interest,” which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to the concession property at Glacier National Park during the term of the concessions contract. This value would be based on the reconstruction cost of a new unit of like kind, less physical depreciation, but not to exceed fair market value. Glacier Park generated approximately 20 percent of Travel and Recreation Services’ full year 2007 segment operating income.
      Corporate Activities. Corporate activities totaled $2.2 million in the second quarter of 2008, compared to $2.7 million in the second quarter of 2007. The decrease was primarily due to lower share-based compensation expense, partially offset by higher consulting expenses.
      Net Interest Income. Net interest income totaled $238,000 in the second quarter of 2008, compared to $1.0 million in the second quarter of 2007. The decrease was primarily due to lower cash balances and lower interest rates.
      Income Taxes. The effective tax rate in the second quarter of 2008 on income before taxes and minority interest was 32.0 percent, compared to 38.0 percent in the second quarter of 2007. The lower rate in the second quarter of 2008 relative to the second quarter of 2007 was primarily due to the net favorable resolution of tax matters of $853,000 in the 2008 quarter.
Comparison of First Six Months of 2008 to the First Six Months of 2007
     Revenues for the first six months of 2008 increased 9.5 percent to $612.7 million from $559.4 million in 2007. The increase was primarily driven by positive show rotation at GES, new business and increased client spending at Exhibitgroup/Giltspur and an additional month of results from the February 1, 2007 acquisition of Melville Exhibition and Event Services Limited and affiliated company, Corporate Technical Services Limited (collectively “Melville”). Income before income taxes and minority interest was $45.9 million for the first six months of 2008, down 12.5 percent from $52.4 million for the comparable period in 2007. Income from continuing operations for the first six months of 2008 was $29.8 million, or $1.44 per diluted share, compared to $32.3 million, or $1.53 per diluted share in the comparable period in 2007. These results reflect lower segment operating income at GES and the seasonal operating losses at Becker Group. Additionally, 2007 results include pre-tax income of $3.9 million at GES from the favorable resolution of a contract dispute.
     Net income for the first six months of 2008 was $29.6 million, or $1.43 per diluted share, which included a loss of $210,000, or $0.01 per diluted share, related to certain obligations associated with previously sold operations. This compares to net
 Page 24 

 

income of $32.4 million, or $1.54 per diluted share, for the first six months of 2007, which included income from discontinued operations of $102,000 primarily related to tax and other matters associated with previously sold operations.
      GES . Revenues for GES were $473.3 million for the first six months of 2008, an increase of 8.1 percent as compared to $437.7 million in the first six months of 2007. The increase is primarily due to positive show rotation revenue of $18 million, $8.7 million from an additional month of results from Melville and growth in exhibitor discretionary revenue. Base same-show revenue growth was 0.6 percent in the first six months of 2008. Base same-shows represented approximately 37.5 percent of GES’ revenue in the first six months of 2008.
     Segment operating income was $49.8 million in the first six months of 2008, down 8.2 percent from $54.2 million in the 2007 period. Segment operating margins were 10.5 percent in the first six months of 2008, compared to 12.4 percent in the 2007 period. The decline in segment operating margins was primarily due to $3.9 million of pre-tax income from a 2007 contract dispute and shifts in the mix of shows from higher margin to lower margin geographies, as well as a decline in exhibitor participation at two major retail shows during the first quarter of 2008.
      Experiential Marketing Services. Revenues for Viad’s Experiential Marketing Services segment were $109.7 million in the first six months of 2008, up 14.4 percent from $95.9 million in the comparable period in 2007. Included in the 2008 amount was $1.9 million of revenue earned by Becker Group. On an organic basis (without Becker Group’s revenue), revenue increased 12.4 percent to $107.8 million as compared to $95.9 million in the 2007 period, driven by increased client spending and new business at Exhibitgroup/Giltspur, which more than offset negative show rotation revenue of $13 million from the International Paris Air Show. Segment operating loss in the first six months of 2008 was $2.2 million (including a loss of $4.9 million from Becker Group), compared to an operating loss of $96,000 in the 2007 period. The decrease in the Experiential Marketing Services segment’s operating results was due to the seasonal operating losses at Becker Group. On an organic basis (without Becker Group’s operating loss), segment operating results improved by $2.8 million to income of $2.7 million due to revenue growth at Exhibitgroup/Giltspur.
      Travel and Recreation Services . Revenues of the Travel and Recreation Services segment were $29.7 million in the first six months of 2008, as compared to $25.8 million in 2007. Segment operating income was $2.0 million for the first six months of 2008, compared with $2.1 million for the first six months of 2007. During the 2008 period, Brewster experienced an increase in transportation volume, improved occupancy and room revenue at its Mount Royal Hotel and increased passenger volume at its Lake Minnewanka Boat Tours operation. Glacier Park realized improved occupancy and room revenue at its inns and lodges.
     The operating results related to Viad’s Canadian subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 0.99 and 0.97 for the first six months of 2008 and 2007, respectively. Accordingly, Viad’s consolidated results of operations have been favorably impacted by the strengthening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian operations. Decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars.
      Corporate Activities. Corporate activities totaled $4.7 million in the first six months of 2008, compared to $5.0 million in the comparable period in 2007. The decrease was primarily due to lower share-based compensation expense, partially offset by higher consulting expenses.
      Net Interest Income. Net interest income totaled $875,000 in the first six months of 2008, compared to $2.3 million in the comparable period in 2007. The decrease was primarily due to lower cash balances and lower interest rates.
      Income Taxes. The effective tax rate in the first six months of 2008 on income before taxes and minority interest was 35.5 percent, compared to 38.4 percent in the comparable period in 2007. The lower rate in 2008 relative to 2007 was primarily due to the net favorable resolution of tax matters of $853,000 in the 2008 period.
Liquidity and Capital Resources:
     Cash and cash equivalents were $111.6 million as of June 30, 2008 as compared to $165.1 million as of December 31, 2007, with the decrease primarily due to capital expenditures, the acquisition of Becker Group and unfavorable working capital. Management believes that Viad’s existing sources of liquidity will be sufficient to fund operations and capital commitments for at least the next 12 months.
     Viad’s total debt as of June 30, 2008 was $13.5 million compared to $14.2 million as of December 31, 2007. The debt-to-capital ratio was 0.026 to 1 as of June 30, 2008 compared with 0.029 to 1 as of December 31, 2007. Capital is defined as total debt and capital lease obligations plus minority interest and common stock and other equity.
     Effective June 15, 2006, Viad amended and restated its $150 million secured revolving credit agreement dated June 30, 2004. The term of the amended and restated revolving credit agreement (the “Credit Facility”) is five years (expiring on June 15, 2011) and borrowings are to be used for general corporate purposes (including permitted acquisitions) and to support up to $75 
 Page 25 

 

million of letters of credit. The Credit Facility may be increased up to an additional $75 million under certain circumstances. The lenders have a first perfected security interest in all of the personal property of Viad and GES, including 65 percent of the capital stock of top-tier foreign subsidiaries.
     Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the prime rate or the London Interbank Offered Rate (“LIBOR”), plus appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to Viad’s leverage ratio. As of June 30, 2008, Viad had an outstanding borrowing of $8.7 million under the Credit Facility. Financial covenants include a minimum consolidated net worth requirement of not less than $344.6 million plus 50 percent of positive quarterly consolidated net income earned in each fiscal quarter beginning with the quarter ended June 30, 2006, plus net cash proceeds from all issuances of capital stock minus the amount of capital stock repurchased, a fixed-charge coverage ratio of not less than 1.25 to 1 and a leverage ratio (defined as total debt to Adjusted EBITDA) of not greater than 2.75 to 1. Significant other covenants include limitations on: investments, common stock dividends, stock repurchases, additional indebtedness, sales/leases of assets, acquisitions, consolidations or mergers and liens on property. As of June 30, 2008, Viad was in compliance with all covenants.
     As of June 30, 2008, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These guarantees are not subject to liability recognition in the consolidated financial statements and primarily relate to leased facilities and credit or loan arrangements with banks, entered into by Viad’s subsidiary operations. The Company would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that Viad would be required to make under all guarantees existing as of June 30, 2008 would be $40.4 million, of which $40.3 million related to guarantees on leased facilities and certain equipment expiring through October 2017. As of June 30, 2008, the aggregate guarantees related to credit or lease arrangements with a bank were $57,000 which expire concurrent with the lease arrangements. There are no recourse provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements whereby Viad could recover payments.
     Under a Shelf Registration filed with the Securities and Exchange Commission (the “SEC”), Viad can issue up to an aggregate $500 million of debt and equity securities. No securities have been issued under the program, which expires December 1, 2008.
     Capital expenditures for the first six months of 2008 totaled $25.5 million and primarily related to the purchase of equipment and information systems and related costs at GES and new tour buses at Brewster. For the first six months of 2007 capital expenditures totaled $17.7 million and primarily related to the purchase of rental inventory and information systems and related costs at GES and new tour buses at Brewster.
     On January 4, 2008, Viad completed the acquisition of Becker Group for $24.3 million in cash and incurred $325,000 of direct acquisition costs for a total purchase price of $24.6 million. On February 1, 2007, Viad completed the acquisition of Melville for $34.4 million in cash and incurred $565,000 of direct acquisition costs for a total purchase price of $35.0 million. On April 13, 2007, Brewster completed the acquisition of a tour boat operator in Banff, Alberta, Canada for $2.2 million in cash and on June 29, 2007, GES completed the acquisition of a convention services contractor in Quebec City, Canada for $2.2 million, of which $1.8 million was paid in cash on the acquisition date. 
     Viad has announced its intent, under authorizations by its Board of Directors, to repurchase up to an aggregate of three million shares of the Company’s common stock from time to time at prevailing prices in the open market. Shares repurchased in 2007 and 2006 totaled 781,700 and 1,476,500, respectively, with 741,800 shares available for repurchase as of June 30, 2008. During the six months ended June 30, 2008, the Company repurchased 50,061 shares for $1.6 million related to tax withholding requirements on vested share-based awards.
     Viad exercises significant judgment in determining its income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. Accordingly, Viad has recorded significant accrued liabilities associated with uncertain tax positions. The final resolution or settlement of uncertain tax positions could result in future cash payments. See “Critical Accounting Policies and Estimates” for further discussion.
     Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of which involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as of June 30, 2008 with respect to certain of these matters is not ascertainable, Viad believes that any resulting liability, after taking into consideration amounts already provided for, including insurance coverage, will not have a material impact on Viad’s business, financial position, results of operations or liquidity.
     Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with
 Page 26 

 

these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations. Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration amounts already provided for, including insurance coverage, will not have a material impact on the Company’s financial position, results of operations or liquidity. As of June 30, 2008, there was a remaining environmental remediation liability of $8.3 million related to previously sold operations of which $3.6 million was included in the consolidated balance sheets under the caption “Other current liabilities” and $4.7 million under the caption “Other deferred items and liabilities.”
Off-Balance Sheet Arrangements:
     Viad does not have any “off-balance sheet” arrangements with unconsolidated special-purpose or other entities that would materially affect the Company’s financial position, results of operations, liquidity or capital resources. Furthermore, Viad does not have any relationships with special-purpose or other entities that provide off-balance sheet financing; liquidity, market risk or credit risk support; or engage in leasing or other services that expose the Company to liability or risks of loss that are not reflected in Viad’s consolidated financial statements.
Critical Accounting Policies and Estimates:
     The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements. The SEC has defined a company’s most critical accounting policies as those that are most important to the portrayal of a company’s financial position and results of operations, and that require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on these criteria, Viad has identified and discussed with its audit committee the following critical accounting policies and estimates pertaining to Viad, and the methodology and disclosures related to those estimates:
      Goodwill and other intangible assets — Viad performs annual impairment testing of its goodwill based on the estimated fair value of its reporting units, which is estimated based on discounted expected future cash flows using a weighted-average cost of capital rate. Additionally, an assumed terminal value is used to project future cash flows beyond base years. The estimates and assumptions regarding expected cash flows, terminal values and the discount rate require considerable judgment and are based on historical experience, financial forecasts and industry trends and conditions. Viad’s policy is to test goodwill for impairment annually as of October 31 of each year or more frequently if indications of impairment exist. As of June 30, 2008, Viad had recorded goodwill of $185.3 million, $11.8 million and $41.2 million related to GES, Experiential Marketing Services and Travel and Recreation Services, respectively.
     Viad also performs annual impairment testing of its intangible assets not subject to amortization. Viad’s policy is to test intangible assets not subject to amortization for impairment annually as of October 31 of each year or more frequently if indications of impairment exist. As of June 30, 2008, Viad had intangible assets with indefinite lives of $11.9 million, which primarily consist of trademarks and trade names at GES and Becker Group. The fair value of these intangibles is estimated based on expected future cash flows.
      Income taxes — Viad is required to estimate and record provisions for income taxes in each of the jurisdictions in which the Company operates. Accordingly, the Company must estimate its actual current income tax liability, and assess temporary differences arising from the treatment of items for tax purposes as compared to the treatment for accounting purposes. These differences result in deferred tax assets and liabilities which are included in Viad’s consolidated balance sheets. The Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and to the extent that recovery is not likely, a valuation allowance must be established. As of June 30, 2008 and December 31, 2007, Viad had gross deferred tax assets of $58.2 million and $62.2 million, respectively. As of both June 30, 2008 and December 31, 2007, Viad had a valuation allowance recorded of $325,000 related to certain state deferred tax assets at Exhibitgroup/Giltspur. With respect to all other deferred tax assets, management believes that recovery from future taxable income is more-likely-than-not.
     Viad exercises significant judgment in determining its income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. As of June 30, 2008 and December 31, 2007, Viad had accrued gross liabilities associated with uncertain tax positions for continuing operations of $11.7 million and $12.8 million, respectively. In addition, as of June 30, 2008 and December 31, 2007, Viad had accrued interest and penalties related to uncertain tax positions for continuing operations of $5.2 million and $5.1 million, respectively. Viad classifies interest and penalties related to income tax liabilities as a component of income tax expense. During the three months ended June 30, 2008 and 2007, Viad recorded tax-related interest expense of $313,000 and $303,000, respectively. During the six months ended June 30, 2008 and 2007, Viad recorded tax-related interest expense of $605,000 and $594,000, respectively.
 Page 27 

 

     In addition to the above, Viad had accrued gross liabilities associated with uncertain tax positions for discontinued operations of $636,000 as of both June 30, 2008 and December 31, 2007. In addition, as of June 30, 2008 and December 31, 2007, Viad had accrued interest and penalties related to uncertain tax positions for discontinued operations of $248,000 and $220,000, respectively. Future tax resolutions or settlements that may occur related to these uncertain tax positions would be recorded through discontinued operations (net of federal tax effects, if applicable).
     As of June 30, 2008, the entire amount of unrecognized tax benefits for continuing operations of $11.7 million (excluding federal income tax effects of $2.4 million) would favorably affect Viad’s effective tax rate, if recognized, as the related uncertain tax positions are permanent in nature. However, if amounts accrued are less than amounts ultimately assessed by the taxing authorities, Viad would record additional income tax expense. To the extent that the Company has favorable tax settlements, or determines that accrued amounts are no longer needed due to a lapse in the applicable statute of limitations or other reasons, such liabilities would be reversed as a reduction of income tax expense (net of federal tax effects, if applicable) in the period such determination is made.
     The Company has been subject to certain foreign tax audits in multiple Canadian jurisdictions related to the 2001 through 2005 tax years. As a result of such audits, certain issues have been raised regarding the tax treatment of specific intercompany debt transactions. Although the Company had not previously recognized any tax benefits associated with those transactions in the financial statements, the Company believes that the ultimate resolution of these issues could involve tax assessments, including accrued interest, and may result in substantial cash payments upon settlement. The Company also has other uncertain tax positions in various domestic jurisdictions, for which the unrecognized tax benefits may significantly decrease due to effective settlements, a lapse in the applicable statute of limitations and other factors. Accordingly, the Company believes that it is reasonably possible that approximately $7.9 million (excluding federal income tax effects of $1.3 million) of its uncertain tax positions could be resolved or settled within the next 12 months, which would reduce the amount of accrued income taxes payable. If such tax resolutions or settlements occur, they could result in substantial cash payments, the recognition of additional income tax expense, or the reversal of accrued income taxes which may impact Viad’s effective tax rate in future periods.
      Insurance liabilities — Viad is self-insured up to certain limits for workers’ compensation, automobile, product and general liability and property loss claims. The aggregate amount of insurance liabilities related to Viad’s continuing operations was $22.8 million as of June 30, 2008. Of this total, $15.9 million related to workers’ compensation liabilities and the remaining $6.9 million related to general/auto liability claims. Viad has also retained and provided for certain insurance liabilities in conjunction with previously sold businesses totaling $10.7 million as of June 30, 2008, primarily related to workers’ compensation liabilities. Provisions for losses for claims incurred, including estimated claims incurred but not yet reported, are made based on Viad’s historical experience, claims frequency and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. Viad has purchased insurance for amounts in excess of the self-insured levels, which generally range from $200,000 to $500,000 on a per claim basis. Viad does not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Viad’s net cash payments in connection with these insurance liabilities were $4.2 million and $3.8 million for the second quarters of 2008 and 2007, respectively.
      Pension and postretirement benefits — Viad’s pension plans use traditional defined benefit formulas based on years of service and final average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the minimum funding required by applicable regulations. The Company presently anticipates contributing $711,000 to its funded pension plans and $801,000 to its unfunded pension plans in 2008, of which the Company has contributed $286,000 and $389,000 as of June 30, 2008, respectively.
     Viad and certain of its subsidiaries have defined benefit postretirement plans that provide medical and life insurance for certain eligible employees, retirees and dependents. The related postretirement benefit liabilities are recognized over the period that services are provided by employees. In addition, Viad retained the obligations for these benefits for retirees of certain sold businesses. While the plans have no funding requirements, Viad expects to contribute $600,000 to the plans in 2008, of which $390,000 has been contributed as of June 30, 2008.
     The assumed health care cost trend rate used in measuring the 2007 accumulated postretirement benefit obligation for post-age 65 plan participants was eight percent in the year 2007, declining one percent each year to the ultimate rate of five percent by the year 2010 and remaining at that level thereafter. For pre-age 65 plan participants, the assumed health care cost trend rate used in measuring the 2007 accumulated postretirement benefit obligation was seven percent in the year 2007, declining one percent each year to the ultimate rate of five percent by the year 2009 and remaining at that level thereafter.
     A one-percentage-point increase in the assumed health care cost trend rate for each year would increase the accumulated postretirement benefit obligation as of December 31, 2007 by approximately $1.3 million and the total of service and interest cost components by approximately $99,000. A one-percentage-point decrease in the assumed health care cost trend rate for each year would decrease the accumulated postretirement benefit obligation as of December 31, 2007 by approximately $1.2 million and the total of service and interest cost components by approximately $85,000.
 Page 28 

 

     The weighted-average discount rates used to determine the domestic pension and postretirement benefit obligations as of November 30, 2007 were 6.40 percent and 6.25 percent, respectively. The weighted-average discount rate used to determine the foreign pension benefit obligations as of December 31, 2007 was 5.75 percent. The weighted-average discount rates used to determine net periodic benefit cost for the domestic and foreign plans for 2007 were 5.50 percent and 5.00 percent, respectively. The discount rate used in determining future pension and postretirement benefit obligations is based on rates determined by actuarial analysis and management review, and reflects the estimated rates of return on a high-quality, hypothetical bond portfolio whose cash flows match the timing and amounts of expected benefit payments.
     The expected return on plan assets used to determine net periodic benefit cost for the Company’s domestic and foreign pension plans for 2007 was 7.75 percent and 7.00 percent, respectively. The expected return on plan assets used to determine net periodic benefit cost for postretirement benefit plans for 2007 was 7.50 percent.
      Share-based compensation — Viad grants share-based compensation awards to officers, directors and certain key employees pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”), which was approved at the 2007 Annual Meeting of Shareholders. The 2007 Plan has a ten-year life and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock 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. The 1997 Viad Corp Omnibus Incentive Plan (the “1997 Plan”) had a ten-year life and terminated effective in May 2007. No further awards were granted under the 1997 Plan after its termination. Existing awards from the 1997 Plan will continue to vest and be exercisable until such time that all awards have either been exercised, forfeited or expired. The number of shares of common stock available for grant under the 2007 Plan is limited to 1,700,000 shares plus shares awarded under the 1997 Plan that subsequently cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent the shares are exercised for, or settled in, vested and non-forfeited shares) up to an aggregate maximum of 1,500,000 shares.
     Total share-based compensation expense recognized in the consolidated financial statements during the three months ended June 30, 2008 and 2007 was $1.2 million and $3.7 million, respectively, and $3.9 million and $6.0 million, during the six months ended June 30, 2008 and 2007, respectively. Furthermore, the total tax benefits related to such costs were $436,000 and $1.4 million for the three months ended June 30, 2008 and 2007, respectively, and $1.5 million and $2.3 million for the six months ended June 30, 2008 and 2007, respectively. No share-based compensation costs were capitalized during the six months ended June 30, 2008 or 2007.
     Viad uses the Black-Scholes option pricing model for purposes of determining the fair value of each stock option grant for which key assumptions are necessary. These assumptions include Viad’s expected stock price volatility; the expected period of time the stock option will remain outstanding; the expected dividend yield on Viad common stock, and the risk-free interest rate. Changes in the assumptions could result in different estimates of the fair value of stock option grants, and consequently impact Viad’s results of operations.
Impact of Recent Accounting Pronouncements:
     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based measurement and not an entity-specific measurement. Accordingly, fair value measurements should be determined based on the assumptions that market participants would use in pricing an asset or liability. SFAS No. 157 generally applies under other accounting pronouncements that require or permit fair value measurements, except for share-based payment transactions and other limited exceptions. SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157,” which partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. Accordingly, Viad adopted the applicable provisions of SFAS No. 157 on January 1, 2008, which did not have a material impact on Viad’s financial position or results of operations. The nonfinancial assets and liabilities for which Viad has not applied the provisions of SFAS No. 157 include the fair value measurements related to goodwill impairment testing, indefinite lived intangible asset impairment testing and the nonfinancial assets and liabilities initially measured at fair value in a business combination, but not measured at fair value in subsequent periods. Furthermore, the Company believes that the full adoption of SFAS No. 157 will not have a material impact on Viad’s financial position or results of operations.
     In September 2006, the FASB also issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS No. 158 requires employers to recognize the overfunded or underfunded status of a defined benefit pension plan and also requires employers to measure the funded status of a plan as of the date of its year end statement of financial position. Viad adopted the recognition and disclosure provisions of SFAS No. 158 as of December 31, 2006. However, the requirement to measure plan assets and benefit obligations as
 Page 29 

 

of the date of the employer’s fiscal year end statement of financial position is effective for fiscal years ending after December 15, 2008. Viad currently utilizes a November 30 measurement date for certain of its pension and postretirement benefit plans and has not yet determined if the adoption of the remaining provisions of SFAS No. 158 will have a material impact on its financial position or results of operations.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits companies to choose to measure (on specified election dates) eligible financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The fair value election may generally be applied on an instrument-by-instrument basis (in its entirety) and is irrevocable unless a new election date occurs. SFAS No. 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. Accordingly, Viad adopted SFAS No. 159 on January 1, 2008. The adoption of SFAS No. 159 did not have a material impact on Viad’s financial position or results of operations as the Company did not elect the fair value option, nor is it expected to have a material impact on future periods as the election of this option is expected to be limited.
     In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141(R) replaces SFAS No. 141 and, although it retains certain requirements of that guidance, it is broader in scope. SFAS No. 141(R) establishes principles and requirements in the recognition and measurement of the assets acquired, the liabilities assumed and any noncontrolling interests related to a business combination. Among other requirements, direct acquisition costs and acquisition-related restructuring costs must be accounted for separately from the business combination. In addition, SFAS No. 141(R) provides guidance in accounting for step acquisitions, contingent liabilities, goodwill, contingent consideration and other aspects of business combinations. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, Viad will adopt SFAS No. 141(R) on January 1, 2009 and will apply its provisions prospectively.
     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 requires that ownership interests in subsidiaries held by parties other than the parent be presented separately within equity in the consolidated balance sheet. SFAS No. 160 also requires that the consolidated net income attributable to the parent and to the noncontrolling interests be identified and displayed on the face of the consolidated income statement. Changes in ownership interests, deconsolidation and additional disclosures regarding noncontrolling interests are also addressed in the new guidance. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Accordingly, Viad will adopt SFAS No. 160 on January 1, 2009. As of December 31, 2007, Viad had $6.0 million related to a noncontrolling interest recorded in its balance sheet. Viad has not yet determined if the adoption of SFAS No. 160 will have a material impact on its financial position or results of operations.
     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 requires enhanced disclosures related to an entity’s derivative and hedging activities to improve financial reporting and enhance the current disclosure framework in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company believes that the adoption of SFAS No. 161 will not have a material impact on its financial position or results of operations.
     In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The intent of this guidance is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other GAAP. The guidance for determining the useful life of a recognized intangible asset is to be applied prospectively to intangible assets acquired after the effective date. However, the disclosure requirements are to be applied prospectively to all intangible assets recognized as of, and subsequent to the effective date. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, Viad will adopt FSP FAS 142-3 on January 1, 2009 and will apply its provisions prospectively.
     In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company believes that the adoption of SFAS No. 162 will not have a material impact on its financial position or results of operations.
     In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
 Page 30 

 

Transactions Are Participating Securities.” FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing income per share under the two-class method pursuant to SFAS No. 128, “Earnings per Share.” This guidance establishes that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Furthermore, all prior period earnings per share data presented shall be adjusted retrospectively to conform to the provisions of FSP EITF 03-6-1. Accordingly, Viad will adopt the FSP EITF 03-6-1 on January 1, 2009. During 2008 and prior years, the Company has certain share-based payment transactions which would be subject to the guidance set forth in FSP EITF 03-6-1. Viad has not yet determined if the adoption of FPS EITF 03-6-1 will have a material impact on its financial position or results of operations.
Forward-Looking Statements:
     As provided by the safe harbor provision under the “Private Securities Litigation Reform Act of 1995,” Viad cautions readers that, in addition to historical information contained herein, this quarterly report includes certain information, assumptions and discussions that may constitute forward-looking statements. These forward-looking statements are not historical facts, but reflect current estimates, projections, expectations, or trends concerning future growth, operating cash flows, availability of short-term borrowings, consumer demand, new business, investment policies, productivity improvements, ongoing cost reduction efforts, efficiency, competitiveness, legal expenses, tax rates and other tax matters, foreign exchange rates and the realization of restructuring cost savings. Actual results could differ materially from those discussed in the forward-looking statements. Viad’s businesses can be affected by a host of risks and uncertainties. Among other things, natural disasters, gains and losses of customers, consumer demand patterns, labor relations, purchasing decisions related to customer demand for exhibition and event services, existing and new competition, industry alliances, consolidation and growth patterns within the industries in which Viad competes, acquisitions, adverse developments in liabilities associated with discontinued operations, and any deterioration in the economy, may individually or in combination impact future results. In addition to factors mentioned elsewhere, economic, competitive, governmental, technological, capital marketplace and other factors, including further terrorist activities or war and international conditions, could affect the forward-looking statements in this quarterly report. Additional information concerning business and other risk factors that could cause actual results to materially differ from those in the forward looking statements are discussed in “Risk Factors” in the risk factors sections included in Viad’s 2007 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
     Viad’s market risk exposures relate to fluctuations in foreign exchange rates, interest rates and certain commodity prices. Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect Viad’s financial condition or results of operations. Interest rate risk is the risk that changing interest rates will adversely affect the earnings of Viad. Commodity risk is the risk that changing prices will adversely affect results of operations.
     Viad conducts its foreign operations primarily in Canada and the United Kingdom and to a lesser extent in certain other European countries. The functional currency of Viad’s foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, Viad translates the assets and liabilities of its 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 in Viad’s consolidated balance sheets. As a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to Viad’s net equity position reported in its consolidated balance sheets. Viad does not currently hedge its equity risk arising from the translation of foreign denominated assets and liabilities. Viad had cumulative unrealized foreign currency translation gains recorded in equity of $45.0 million and $47.9 million as of June 30, 2008 and December 31, 2007, respectively. During the three and six months ended June 30, 2008, unrealized foreign currency translation losses of $839,000 and 2.9 million were recorded in other comprehensive income, respectively.
     In addition, for purposes of consolidation, the revenues, expenses, gains and losses related to Viad’s foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period. As a result, Viad’s consolidated results of operations are exposed to fluctuations in foreign exchange rates as the operating results of its foreign subsidiaries, when translated, may vary from period to period, even when the functional currency amounts have not changed. Such fluctuations may adversely impact overall expected profitability and historical period to period comparisons. Viad does not currently hedge its net earnings exposure arising from the translation of its foreign operating results. As noted above, Viad primarily conducts its foreign operations in Canada and the United Kingdom. Accordingly, the operating results related to its Canadian subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 1.00 and 0.93 for the second quarters of 2008 and 2007, respectively. As the Canadian operations generated aggregate operating income in the second quarter of 2008, Viad’s segment operating income has been favorably impacted by approximately $357,000 from the strengthening of the Canadian dollar relative
 Page 31 

 

to the U.S. dollar. The weighted-average exchange rates used to translate into U.S. dollars the operating results for the six months ended June 30, 2008 and 2007 were 0.99 and 0.97, respectively. As the Canadian operations generated aggregate operating income in the first six months of 2008, Viad’s segment operating income has been favorably impacted by approximately $48,000 from the strengthening of the Canadian dollar relative to the U.S. dollar. The operating results related to its United Kingdom subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 1.99 for both the second quarters of 2008 and 2007. The weighted-average exchange rates used to translate into U.S. dollars the operating results for the six months ended June 30, 2008 and 2007 were 1.99 and 1.98, respectively. Accordingly, Viad’s segment operating income from its United Kingdom operations was not materially impacted by exchange rate fluctuations in the second quarter or first six months of 2008.
     Viad is exposed to short-term interest rate risk on certain of its debt obligations. Viad currently does not use derivative financial instruments to hedge cash flows for such obligations. As of June 30, 2008, Viad had variable rate debt outstanding of $8.7 million under the Credit Facility. Interest payments related to Viad’s variable rate debt outstanding are indexed to LIBOR. Viad’s subsidiaries also have exposure to changing fuel prices. Periodically, Brewster enters into futures contracts with an oil company to purchase two types of fuel and specifies the monthly total volume, by fuel product, to be purchased over the agreed upon term of the contract, which is generally no longer than one year. The main objective of Viad’s risk policy related to changing fuel prices is to reduce transaction exposure in order to mitigate the cash flow risk and protect profit margins. As of June 30, 2008, there were no fuel contracts outstanding.
Item 4. Controls and Procedures.
     Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of Viad, the effectiveness of the design and operation of disclosure controls and procedures has been evaluated as of June 30, 2008, and, based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of June 30, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
     There were no changes in the Company’s internal control over financial reporting during the second quarter of 2008 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
 Page 32 

 
` 
PART II—OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
     Set forth below is a table showing the total number of shares of Viad common stock repurchased during the second quarter of 2008 by Viad either on the open market as part of a repurchase program or from employees and former employees surrendering previously owned Viad common stock (outstanding shares) to pay for a portion of the exercise price in connection with the exercise of stock options, or to pay the taxes in connection with the vesting of restricted stock awards:
ISSUER PURCHASES OF EQUITY SECURITIES
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Total Number of	 	Maximum Number (or	
 	 	 	 	 	 	 	 	 	 	Shares Purchased as	 	Approximate Dollar Value) of	
 	 	 	 	 	 	 	 	 	 	Part of Publicly	 	Shares that May Yet Be	
 	 	Total Number of	 	Average Price Paid	 	Announced Plans or	 	Purchased Under the Plans or	
Period	 	Shares Purchased (#)	 	Per Share ($)	 	Programs	 	Programs (1)	
None	 	 	—	 	 	 	—	 	 	 	—	 	 	 	741,800	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	—	 	 	 	—	 	 	 	—	 	 	 	741,800	 	

			
(1)	 	Viad has announced its intent, under authorizations by its Board of Directors, to repurchase up to an aggregate of three million shares of the Company’s common stock from time to time at prevailing prices in the open market. No shares were repurchased during the second quarter of 2008. Shares repurchased in 2007 and 2006 under these programs totaled 781,700 and 1,476,500, respectively. The authorizations of the Board of Directors do not have expiration dates.	
 Page 33 

 

Item 4. Submission of Matters to a Vote of Security Holders.

 	(a)	 	The annual meeting of stockholders of Viad Corp was held on May 20, 2008.	
 		
 	(b)	 	Not applicable — (i) proxies for the meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934; (ii) there was no solicitation in opposition to management’s nominees as listed in the proxy statement; and (iii) all such nominees were elected.	
 		
 	(c)	 	Matters voted upon at the annual meeting for which proxies were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934:	
 		
 	1.	 	The election of Directors as follows:	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Affirmative	 	Vote	 	 	
 	 	Vote	 	Against	 	Abstentions	
Wayne G. Allcott	 	 	19,127,936	 	 	 	106,715	 	 	 	163,253	 	
 		
Paul B. Dykstra	 	 	19,108,471	 	 	 	130,346	 	 	 	159,087	 	

 	2.	 	The appointment of Deloitte & Touche LLP as Viad’s independent registered public accounting firm for fiscal year 2008:	
 	 	 	 	 	
Affirmative Vote	 	 	19,144,542	 	
 		
Against	 	 	93,737	 	
 		
Abstentions	 	 	159,625	 	
Item 6. Exhibits.
 	 	 	
Exhibit No. 31.1	 	Certification of Chief Executive Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	
 	 	 	
Exhibit No. 31.2	 	Certification of Chief Financial Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	
 	 	 	
Exhibit No. 32.1	 	Certification of Chief Executive Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	
 	 	 	
Exhibit No. 32.2	 	Certification of Chief Financial Officer of Viad Corp pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	

*	 	Filed herewith.	
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)	 	 	
 	 	 	 	 	
August 7, 2008
 	 	By /s/ G. Michael Latta
 	 	 	
(Date)	 	G. Michael Latta	 	 	
 	 	Vice President — Controller	 	 	
 	 	(Chief Accounting Officer	 	 	
 	 	and Authorized Officer)	 	 	
 Page 34 

Exhibit 31.1
CERTIFICATION
I, Paul B. Dykstra, certify that:

1.	 	I have reviewed this 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 (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 registrant’s board of directors (or persons performing the equivalent function):	

 	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: August 7, 2008 	  	By /s/ Paul B. Dykstra  	 	
 	 	Paul B. Dykstra 	 	
 	 	President and Chief Executive Officer 	 	

 	 	 	 	 	
Exhibit 31.2
CERTIFICATION
I, Ellen M. Ingersoll, certify that:

1.	 	I have reviewed this 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 (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 registrant’s board of directors (or persons performing the equivalent function):	

 	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: August 7, 2008 	  	By /s/ Ellen M. Ingersoll  	 	
 	 	Ellen M. Ingersoll 	 	
 	 	Chief Financial Officer 	 	

 	 	 	 	 	
Exhibit 32.1
Certification Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
I, Paul B. Dykstra, 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:

1.	 	the report on Form 10-Q of Viad Corp for the fiscal quarter ended June 30, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and	
 		
2.	 	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Viad Corp.	

Date: August 7, 2008 	  	By /s/ Paul B. Dykstra  	 	
 	 	Paul B. Dykstra 	 	
 	 	Chief Executive Officer 	 	

 	 	 	 	 	
Exhibit 32.2
Certification Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
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:

1.	 	the report on Form 10-Q of Viad Corp for the fiscal quarter ended June 30, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and	
 		
2.	 	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Viad Corp.	

Date: August 7, 2008 	  	By /s/ Ellen M. Ingersoll  	 	
 	 	Ellen M. Ingersoll 	 	
 	 	Chief Financial Officer