VIAD CORP, 10-Q filed on 6/22/2020
Quarterly Report
v3.20.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2020
Jun. 15, 2020
Document Information [Line Items]    
Entity Registrant Name Viad Corp  
Entity Central Index Key 0000884219  
Document Type 10-Q  
Document Period End Date Mar. 31, 2020  
Amendment Flag false  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Current Fiscal Year End Date --12-31  
Entity Incorporation, State or Country Code DE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity File Number 001-11015  
Entity Tax Identification Number 36-1169950  
Entity Address, Address Line One 1850 North Central Avenue  
Entity Address, Address Line Two Suite 1900  
Entity Address, City or Town Phoenix  
Entity Address, State or Province AZ  
Entity Address, Postal Zip Code 85004-4565  
City Area Code 602  
Local Phone Number 207-1000  
Entity Common Stock, Shares Outstanding   20,408,428
Document Quarterly Report true  
Document Transition Report false  
Common Stock    
Document Information [Line Items]    
Trading Symbol VVI  
Title of 12(b) Security Common Stock, $1.50 Par Value  
Security Exchange Name NYSE  
Junior Participating Preferred Stock    
Document Information [Line Items]    
No Trading Symbol Flag true  
Title of 12(b) Security Junior Participating Preferred Stock, par value $0.01 per share  
v3.20.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Current assets    
Cash and cash equivalents $ 130,528 $ 61,999
Accounts receivable, net of allowances for doubtful accounts of $10,154 and $1,200, respectively 112,081 126,246
Inventories 17,528 17,269
Current contract costs 14,999 24,535
Other current assets 37,377 30,854
Total current assets 312,513 260,903
Property and equipment, net 481,622 500,901
Other investments and assets 45,544 45,119
Operating lease right-of-use assets 96,719 103,314
Deferred income taxes 37,228 26,163
Goodwill 204,613 287,983
Other intangible assets, net 69,222 94,308
Total Assets 1,247,461 1,318,691
Current liabilities    
Accounts payable 86,050 86,660
Contract liabilities 36,750 50,671
Accrued compensation 12,652 32,658
Operating lease obligations 20,708 22,180
Other current liabilities 46,750 39,824
Current portion of debt and finance lease obligations [1],[2] 420,830 5,330
Total current liabilities 623,740 237,323
Long-term debt and finance lease obligations 18,016 335,162
Pension and postretirement benefits 25,921 26,247
Long-term operating lease obligations 78,685 82,851
Other deferred items and liabilities 75,743 83,707
Total liabilities 822,105 765,290
Commitments and contingencies
Redeemable noncontrolling interest 4,908 6,172
Viad Corp stockholders’ equity:    
Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued and outstanding 37,402 37,402
Additional capital 570,859 574,473
Retained earnings 34,347 122,971
Accumulated other comprehensive loss (63,543) (35,699)
Common stock in treasury, at cost, 4,544,371 and 4,588,084 shares, respectively (229,770) (231,649)
Total Viad stockholders’ equity 349,295 467,498
Non-redeemable noncontrolling interest 71,153 79,731
Total stockholders’ equity 420,448 547,229
Total Liabilities and Stockholders’ Equity $ 1,247,461 $ 1,318,691
[1] As discussed below, in May 2020, we entered into an amendment to our 2018 Credit Agreement (as defined below), which waived our financial covenants for the quarter ending June 30, 2020. However, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020, and as a result, the entire $412.6 million balance outstanding under the 2018 Credit Facility as of March 31, 2020 has been classified as a current liability. We are actively negotiating with our lenders to further amend our 2018 Credit Agreement; however, we cannot provide any assurance regarding our ability to obtain further amendments to the 2018 Credit Agreement in a timely manner, or on acceptable terms, if at all. If we are unable to obtain a waiver to our financial covenants, our lenders may exercise remedies against us, including the acceleration of our outstanding indebtedness We also expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020, and as a result, the $5.3 million balance outstanding as of March 31, 2020 has been classified as a current liability.
[2] Subsequent to the filing of our 2019 Form 10-K, we identified a correction related to the classification of the 2018 Credit Facility (as defined below) from current to long-term given that the 2018 Credit Facility’s contractual maturity is not within 12 months of the balance sheet date, and we were in compliance with all applicable covenants as of December 31, 2019. As a result, we corrected the classification of the debt on the accompanying condensed consolidated balance sheet and the disclosure related to classification of debt in the table above as of December 31, 2019 to present the 2018 Credit Facility as long-term. Except for this change, the correction had no impact upon this Quarterly Report on Form 10-Q. We determined that the error is not material to the previously issued financial statements.
v3.20.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Allowance for doubtful accounts $ 10,154 $ 1,200
Common stock, par value $ 1.50 $ 1.50
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 24,934,981 24,934,981
Common stock, shares outstanding 24,934,981 24,934,981
Treasury stock, shares 4,544,371 4,588,084
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Revenue:    
Total revenue $ 306,008 $ 285,594
Costs and expenses:    
Corporate activities 789 1,833
Interest income (79) (98)
Interest expense 4,018 2,915
Other expense 419 455
Restructuring charges 851 688
Legal settlement   8,500
Impairment charges 88,380  
Total costs and expenses 409,786 311,123
Loss from continuing operations before income taxes (103,778) (25,529)
Income tax benefit (15,797) (7,595)
Loss from continuing operations (87,981) (17,934)
Loss from discontinued operations (454) (287)
Net loss (88,435) (18,221)
Net loss attributable to non-redeemable noncontrolling interest 1,333 420
Net loss attributable to redeemable noncontrolling interest 517 24
Net loss attributable to Viad $ (86,585) $ (17,777)
Diluted loss per common share:    
Continuing operations attributable to Viad common stockholders $ (4.27) $ (0.88)
Discontinued operations attributable to Viad common stockholders (0.02) (0.01)
Net loss attributable to Viad common stockholders [1] $ (4.29) $ (0.89)
Weighted-average outstanding and potentially dilutive common shares 20,215 20,076
Basic loss per common share:    
Continuing operations attributable to Viad common stockholders $ (4.27) $ (0.88)
Discontinued operations attributable to Viad common stockholders (0.02) (0.01)
Net loss attributable to Viad common stockholders $ (4.29) $ (0.89)
Weighted-average outstanding common shares 20,215 20,076
Dividends declared per common share $ 0.10 $ 0.10
Amounts attributable to Viad common stockholders    
Loss from continuing operations $ (86,131) $ (17,490)
Loss from discontinued operations (454) (287)
Net loss attributable to Viad (86,585) (17,777)
Services    
Revenue:    
Total revenue 275,556 250,641
Costs and expenses:    
Costs and expenses 284,402 263,356
Products    
Revenue:    
Total revenue 30,452 34,953
Costs and expenses:    
Costs and expenses $ 31,006 $ 33,474
[1] Diluted loss per share amount cannot exceed basic loss per share.
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]    
Net loss $ (88,435) $ (18,221)
Other comprehensive income (loss):    
Unrealized foreign currency translation adjustments (28,158) 4,780
Change in net actuarial loss, net of tax [1] 341 120
Change in prior service cost, net of tax [1] (27) (35)
Comprehensive loss (116,279) (13,356)
Non-redeemable noncontrolling interest:    
Comprehensive loss attributable to non-redeemable noncontrolling interest 1,333 420
Unrealized foreign currency translation adjustments (5,719)  
Redeemable noncontrolling interest:    
Comprehensive loss attributable to redeemable noncontrolling interest 517 24
Comprehensive loss attributable to Viad $ (120,148) $ (12,912)
[1] The tax effect on other comprehensive income (loss) is not significant.
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Common Stock in Treasury
Total Viad Equity
Non-Redeemable Non-Controlling Interest
Unearned Employee Benefits and Other
Beginning Balance at Dec. 31, 2018 $ 450,555 $ 37,402 $ 575,339 $ 109,032 $ (47,975) $ (237,790) $ 436,207 $ 14,348 $ 199
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net loss (18,197)     (17,777)     (17,777) (420)  
Dividends on common stock ($0.10 per share) (2,028)     (2,028)     (2,028)    
Payment of payroll taxes on stock-based compensation through shares withheld (2,905)         (2,905) (2,905)    
Employee benefit plans 1,220   (4,302)     5,522 1,220    
Share-based compensation - equity awards 780   780       780    
Unrealized foreign currency translation adjustment, net of tax 4,780       4,780   4,780    
Amortization of net actuarial loss, net of tax 120 [1]       120   120    
Amortization of prior service cost, net of tax (35) [1]       (35)   (35)    
Other, net 41   16     1 41   24
Ending Balance at Mar. 31, 2019 434,331 37,402 571,833 89,227 (43,110) (235,172) 420,403 13,928 $ 223
Beginning Balance at Dec. 31, 2019 547,229 37,402 574,473 122,971 (35,699) (231,649) 467,498 79,731  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net loss (87,918)     (86,585)     (86,585) (1,333)  
Dividends on common stock ($0.10 per share) (2,038)     (2,038)     (2,038)    
Distributions to noncontrolling interest (1,526)             (1,526)  
Payment of payroll taxes on stock-based compensation through shares withheld (1,059)         (1,059) (1,059)    
Common stock purchased for treasury (2,785)         (2,785) (2,785)    
Employee benefit plans 1,912   (3,810)     5,722 1,912    
Share-based compensation - equity awards 276   276       276    
Unrealized foreign currency translation adjustment, net of tax (33,877)       (28,158)   (28,158) (5,719)  
Amortization of net actuarial loss, net of tax 341 [1]       341   341    
Amortization of prior service cost, net of tax (27) [1]       (27)   (27)    
Other, net (80)   (80) (1)   1 (80)    
Ending Balance at Mar. 31, 2020 $ 420,448 $ 37,402 $ 570,859 $ 34,347 $ (63,543) $ (229,770) $ 349,295 $ 71,153  
[1] The tax effect on other comprehensive income (loss) is not significant.
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (Unaudited) - $ / shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement Of Stockholders Equity [Abstract]    
Dividends on common stock per share $ 0.10 $ 0.10
v3.20.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Cash flows from operating activities      
Net loss $ (88,435) $ (18,221)  
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 15,285 13,188  
Deferred income taxes (15,799) (9,098)  
Loss from discontinued operations 454 287  
Restructuring charges 851 688  
Legal settlement   8,500  
Impairment charges 88,380    
Gains on dispositions of property and other assets (85) (551)  
Share-based compensation (benefit) expense (2,145) 2,206  
Other non-cash items, net 9,342 1,041  
Change in operating assets and liabilities:      
Receivables 15,651 (25,545)  
Inventories (711) (874)  
Current contract costs 8,970 (4,838)  
Accounts payable (1,109) 12,868  
Restructuring liabilities (1,293) (714)  
Accrued compensation (20,551) (7,490)  
Contract liabilities (12,602) 32,379  
Payments on operating lease obligations (6,529) (6,198)  
Income taxes payable 17,753 6  
Other assets and liabilities, net (12,146) 10,386  
Net cash (used in) provided by operating activities (4,719) 8,020  
Cash flows from investing activities      
Capital expenditures (23,246) (19,543)  
Proceeds from dispositions of property and other assets 85 611  
Net cash used in investing activities (23,161) (18,932)  
Cash flows from financing activities      
Proceeds from borrowings 160,755 28,347  
Payments on debt and finance lease obligations (56,077) (14,376)  
Dividends paid on common stock (2,038) (2,028)  
Distributions to noncontrolling interest (1,526)    
Payment of payroll taxes on stock-based compensation through shares withheld or repurchased (1,059) (2,905)  
Common stock purchased for treasury (2,785)    
Proceeds from exercise of stock options 2,077    
Net cash provided by financing activities 99,347 9,038  
Effect of exchange rate changes on cash and cash equivalents (2,938) 454  
Net change in cash and cash equivalents 68,529 (1,420)  
Cash and cash equivalents, beginning of year 61,999 44,893 $ 44,893
Cash and cash equivalents, end of period $ 130,528 $ 43,473 $ 61,999
v3.20.1
Overview and Basis of Presentation
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Overview and Basis of Presentation

Note 1. Overview and Basis of Presentation

Nature of Business

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

GES

GES is a global, full-service live events company offering a comprehensive range of services to event organizers and corporate brand marketers. Event organizers schedule and run events from start to finish. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products, and build business relationships. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.

Pursuit

Pursuit is a collection of inspiring and unforgettable travel experiences that include recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, and FlyOver.

Impact of COVID-19 and Going Concern

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

The COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, with live event and tourism activities largely shut down. As a result, we have taken the following measures to improve our liquidity position due to COVID-19:

 

On March 17, 2020, we borrowed $123 million under the revolving credit facility (the “2018 Credit Facility”) as a proactive measure to increase our cash position and preserve financial flexibility. At the end of March 2020, we repaid $32 million and in early April 2020, we borrowed $31 million under the 2018 Credit Facility. Refer to Note 12 – Debt and Finance Lease Obligations and Note 24 – Subsequent Events;

 

We implemented aggressive cost reduction actions, including furloughs, mandatory unpaid time off, or salary reductions for all employees;

 

Our executive management voluntarily reduced its base salaries by 20% to 50%;

 

The non-employee members of our Board of Directors agreed to reduce their annual cash retainer and committee retainers by 50% for payments typically made to them in the second quarter of 2020;

 

We have eliminated all non-essential capital expenditures and discretionary spending;

 

In March 2020, our Board of Directors suspended future dividend payments and share repurchases;

 

On April 20, 2020, we suspended our 401(k) Plan employer match contributions. Refer to Note 24 – Subsequent Events;

 

On May 8, 2020, we obtained a waiver of our financial covenants for the quarter ending June 30, 2020. Refer to Note 12 – Debt and Finance Lease Obligations and Note 24 – Subsequent Events;

 

We availed ourselves of governmental assistance programs for wages and tax relief; and

 

In May 2020, we terminated our legacy life insurance policies on former employees and received the cash proceeds of $24.8 million. Refer to Note 8 – Other Investments and Assets and Note 24 – Subsequent Events.

 

Although we were in compliance with the financial covenants of our Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”) as of March 31, 2020, disruptions caused by the COVID-19 pandemic have had and are likely to continue to have

a significant and negative impact on our operations and financial performance. In May 2020, we entered into an amendment to our 2018 Credit Agreement, which waived our financial covenants for the quarter ending June 30, 2020 and added a new minimum liquidity requirement. However, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020, and as a result, the entire $412.6 million balance outstanding under the 2018 Credit Facility as of March 31, 2020 has been classified as a current liabilityWe are actively negotiating with our lenders to further amend our 2018 Credit Agreement, and we are pursuing options to raise capital and enhance our liquidity position. We cannot provide any assurance regarding the likelihood, certainty, or exact timing of our ability to raise capital or our ability to obtain further amendments to the 2018 Credit Agreement in a timely manner, or on acceptable terms, if at all. If we are unable to raise capital or obtain a waiver to our financial covenants, our lenders may exercise remedies against us, including the acceleration of our outstanding indebtedness. We also expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020, and as a result, the $5.3 million balance outstanding as of March 31, 2020 has been classified as a current liability. We have concluded that the shut-down of live event and tourism activities resulting in substantial net losses and operating cash outflows and the expected inability to maintain compliance with debt covenants discussed above raise substantial doubt about our ability to continue as a going concern for a period through one year from the issuance of the financial statements. We have prepared the financial statements on a going concern basis, which do not include any adjustments that might result from the outcome of this uncertainty.

Due to the deteriorating macroeconomic environment, disruptions to our operations, and the sustained decline in our stock price caused by COVID-19, we determined an interim triggering event had occurred, which required us to assess the carrying values of goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles – Goodwill and Other. Based on this assessment, we recorded a non-cash goodwill impairment charge of $72.7 million during the three months ended March 31, 2020 associated with the GES U.S., GES EMEA, and Pursuit’s Glacier Park Collection reporting units. Additionally, during the three months ended March 31, 2020, we recorded a non-cash impairment charge to other intangible assets of $15.7 million related to our U.S. audio-visual production business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve. Refer to Note 9 – Goodwill and Other Intangible Assets for additional information.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or SEC rules and regulations for complete financial statements. These financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020 (“2019 Form 10-K”). We corrected the classification of debt as of December 31, 2019. Refer to Note 12 – Debt and Finance Lease Obligations.

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

Impact of Recent Accounting Pronouncements

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

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Not Yet Adopted

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

 

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

 

1/1/2021

 

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

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Recently Adopted

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

 

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

 

1/1/2020

 

We adopted this new standard on a modified retrospective basis. The adoption of this new standard on January 1, 2020 did not have a material impact on our condensed consolidated financial statements. However, due to the significant economic impact of COVID-19, we recorded an increase of $2.8 million to the provision for credit losses during March 2020.

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

 

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

 

3/12/2020

 

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

 

 

 

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill and intangible assets; allowances for uncollectible accounts receivable; provisions for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; sublease income associated with restructuring liabilities; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the redemption value of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Revenue Recognition

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

GES’ service revenue is primarily derived through its comprehensive range of services to event organizers and corporate brand marketers including Core Services, Event Technology, and Audio-Visual. GES’ service revenue is earned over time over the duration of the exhibition, conference, or corporate event, which generally lasts one to three days. GES’ product revenue is derived from the build of exhibits and environments and graphics. GES’ product revenue is recognized at a point in time upon delivery of the product.

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

Noncontrolling Interests – Non-redeemable and Redeemable

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

We consider noncontrolling interests with redemption features that are not solely within our control to be redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to our 54.5% equity ownership interest in Esja Attractions ehf. (“Esja”), which owns the FlyOver Iceland attraction. The Esja shareholders agreement contains a put option that gives the minority Esja

shareholders the right to sell (or “put”) their Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered temporary equity and we report it between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the Condensed Consolidated Statements of Operations and the accretion of the redemption value is recorded as an adjustment to retained earnings and is included in our income per share. Refer to Note 21 – Redeemable Noncontrolling Interest for additional information.

Leases

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

Our operating and finance leases are primarily facility, equipment, and land leases. Our facility leases comprise mainly manufacturing facilities, sales and design facilities, offices, storage and/or warehouses, and truck marshaling yards. These facility leases generally have lease terms ranging up to 25 years. Our equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and Iceland on which our hotels or attractions are located and have lease terms ranging up to 42 years.

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

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

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

v3.20.1
Revenue and Related Contract Costs and Contract Liabilities
3 Months Ended
Mar. 31, 2020
Revenue From Contract With Customer [Abstract]  
Revenue and Related Contract Costs and Contract Liabilities

Note 2. Revenue and Related Contract Costs and Contract Liabilities

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

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

Contract Liabilities

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

Changes to contract liabilities are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

50,796

 

Cash additions

 

 

53,284

 

Revenue recognized

 

 

(64,430

)

Foreign exchange translation adjustment

 

 

(1,482

)

Balance at March 31, 2020

 

$

38,168

 

Contract Costs

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

Changes to contract costs are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

28,496

 

Additions

 

 

11,672

 

Expenses

 

 

(17,679

)

Cancelled

 

 

(2,086

)

Foreign exchange translation adjustment

 

 

(644

)

Balance at March 31, 2020

 

$

19,759

 

As of March 31, 2020, capitalized contract costs consisted of $1.7 million to obtain contracts and $18.1 million to fulfill contracts. We did not recognize an impairment loss with respect to capitalized contract costs during the three months ended March 31, 2020 or 2019.

Disaggregation of Revenue

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

GES

 

 

Three Months Ended March 31, 2020

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

210,183

 

 

$

26,503

 

 

$

 

 

$

236,686

 

Audio-visual

 

 

17,430

 

 

 

4,034

 

 

 

 

 

 

21,464

 

Event technology

 

 

5,554

 

 

 

2,861

 

 

 

 

 

 

8,415

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(1,989

)

 

 

(1,989

)

Total services

 

 

233,167

 

 

 

33,398

 

 

 

(1,989

)

 

 

264,576

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

18,591

 

 

 

9,318

 

 

 

 

 

 

27,909

 

Total revenue

 

$

251,758

 

 

$

42,716

 

 

$

(1,989

)

 

$

292,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

233,167

 

 

$

33,398

 

 

$

(1,989

)

 

$

264,576

 

Products transferred over time(1)

 

 

10,577

 

 

 

2,450

 

 

 

 

 

 

13,027

 

Products transferred at a point in time

 

 

8,014

 

 

 

6,868

 

 

 

 

 

 

14,882

 

Total revenue

 

$

251,758

 

 

$

42,716

 

 

$

(1,989

)

 

$

292,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

184,358

 

 

$

32,547

 

 

$

 

 

$

216,905

 

Conferences

 

 

35,890

 

 

 

4,807

 

 

 

 

 

 

40,697

 

Corporate events

 

 

26,964

 

 

 

5,154

 

 

 

 

 

 

32,118

 

Consumer events

 

 

4,546

 

 

 

208

 

 

 

 

 

 

4,754

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(1,989

)

 

 

(1,989

)

Total revenue

 

$

251,758

 

 

$

42,716

 

 

$

(1,989

)

 

$

292,485

 

 

(1)

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

 

 

 

 

Three Months Ended March 31, 2019

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

179,873

 

 

$

31,063

 

 

$

 

 

$

210,936

 

Audio-visual

 

 

18,406

 

 

 

3,888

 

 

 

 

 

 

22,294

 

Event technology

 

 

8,763

 

 

 

2,953

 

 

 

 

 

 

11,716

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(2,690

)

 

 

(2,690

)

Total services

 

 

207,042

 

 

 

37,904

 

 

 

(2,690

)

 

 

242,256

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

16,199

 

 

 

16,472

 

 

 

 

 

 

32,671

 

Total revenue

 

$

223,241

 

 

$

54,376

 

 

$

(2,690

)

 

$

274,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

207,042

 

 

$

37,904

 

 

$

(2,690

)

 

$

242,256

 

Products transferred over time(1)

 

 

11,269

 

 

 

3,479

 

 

 

 

 

 

14,748

 

Products transferred at a point in time

 

 

4,930

 

 

 

12,993

 

 

 

 

 

 

17,923

 

Total revenue

 

$

223,241

 

 

$

54,376

 

 

$

(2,690

)

 

$

274,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

136,429

 

 

$

45,655

 

 

$

 

 

$

182,084

 

Conferences

 

 

47,862

 

 

 

2,982

 

 

 

 

 

 

50,844

 

Corporate events

 

 

32,787

 

 

 

5,545

 

 

 

 

 

 

38,332

 

Consumer events

 

 

6,163

 

 

 

194

 

 

 

 

 

 

6,357

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(2,690

)

 

 

(2,690

)

Total revenue

 

$

223,241

 

 

$

54,376

 

 

$

(2,690

)

 

$

274,927

 

 

(1)

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

 

Pursuit

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Services:

 

 

 

 

 

 

 

 

Admissions

 

$

4,102

 

 

$

3,525

 

Accommodations

 

 

4,517

 

 

 

2,418

 

Transportation

 

 

2,056

 

 

 

1,995

 

Travel planning

 

 

416

 

 

 

632

 

Intersegment eliminations

 

 

(111

)

 

 

(185

)

Total services revenue

 

 

10,980

 

 

 

8,385

 

Products:

 

 

 

 

 

 

 

 

Food and beverage

 

 

1,649

 

 

 

1,364

 

Retail operations

 

 

894

 

 

 

918

 

Total products revenue

 

 

2,543

 

 

 

2,282

 

Total revenue

 

$

13,523

 

 

$

10,667

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

Services transferred over time

 

$

10,980

 

 

$

8,385

 

Products transferred at a point in time

 

 

2,543

 

 

 

2,282

 

Total revenue

 

$

13,523

 

 

$

10,667

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

Banff Jasper Collection

 

$

9,799

 

 

$

7,870

 

Alaska Collection

 

 

151

 

 

 

180

 

Glacier Park Collection

 

 

723

 

 

 

823

 

FlyOver

 

 

2,850

 

 

 

1,794

 

Total revenue

 

$

13,523

 

 

$

10,667

 

 

v3.20.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 3. Share-Based Compensation

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Performance unit incentive plan (“PUP”)(1)

 

$

(2,635

)

 

$

1,423

 

Restricted stock

 

 

650

 

 

 

693

 

Restricted stock units

 

 

(160

)

 

 

90

 

Share-based compensation (income) expense before income tax benefit

 

 

(2,145

)

 

 

2,206

 

Income tax benefit

 

 

(109

)

 

 

(558

)

Share-based compensation (income) expense, net of income tax benefit

 

$

(2,254

)

 

$

1,648

 

(1)

PUP awards are liability-based awards that are tied to our stock price and the expected achievement of certain performance-based criteria. During the three months ended March 31, 2020, the value of the PUP awards decreased due to the reduction of our estimated performance achievement and the decline in our stock price as a result of COVID-19.

The following table summarizes the activity of the outstanding share-based compensation awards:

 

 

 

PUP Awards

 

 

Restricted Stock

 

 

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2019

 

 

214,904

 

 

$

52.53

 

 

 

136,123

 

 

$

52.66

 

 

 

11,623

 

 

$

52.17

 

Granted

 

 

84,898

 

 

$

56.15

 

 

 

47,742

 

 

$

55.91

 

 

 

3,391

 

 

$

55.24

 

Vested

 

 

(67,866

)

 

$

47.43

 

 

 

(61,475

)

 

$

50.02

 

 

 

(2,815

)

 

$

47.45

 

Forfeited

 

 

(595

)

 

$

58.79

 

 

 

(1,494

)

 

$

54.39

 

 

 

(760

)

 

$

56.88

 

Balance at March 31, 2020

 

 

231,341

 

 

$

55.34

 

 

 

120,896

 

 

$

55.26

 

 

 

11,439

 

 

$

53.93

 

Viad Corp Omnibus Incentive Plan

We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. In June 2017, we registered 1,750,000 shares of common stock issuable under the 2017 Plan. As of March 31, 2020, there were 1,505,330 shares available for future grant under the 2017 Plan.

PUP Awards

The vesting of PUP award shares is based upon achievement of certain performance-based criteria over a three-year period.

During the three months ended March 31, 2020, we granted PUP awards with a grant date fair value of $4.8 million of which $1.8 million are payable in shares. Liabilities related to PUP awards were $0.4 million as of March 31, 2020 and $5.3 million as of December 31, 2019. In 2020, PUP awards granted in 2017 vested and we paid $2.6 million in cash. No PUP awards were paid in shares in 2020. In 2019, PUP awards granted in 2016 vested and we paid $5.6 million in cash and $3.4 million in shares. In 2019, we withheld 25,771 shares for $1.5 million related to tax withholding requirements on vested PUP awards paid in shares.

Restricted Stock

As of March 31, 2020, the unamortized cost of outstanding restricted stock awards was $4.4 million, which we expect to recognize over a weighted-average period of approximately 1.8 years. We repurchased 17,674 shares for $1.1 million during the three months ended March 31, 2020 and 24,067 shares for $1.4 million during the three months ended March 31, 2019 related to tax withholding requirements on vested share-based awards.

Restricted Stock Units

Aggregate liabilities related to restricted stock units were $0.1 million as of March 31, 2020 and $0.4 million as of December 31, 2019. During the three months ended March 31, 2020, restricted stock units vested and we paid $0.2 million in cash. During the three months ended March 31, 2019, restricted stock units vested and we paid $0.3 million in cash.

Stock Options

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

Options outstanding and exercisable at December 31, 2019

 

 

41,143

 

 

$

16.62

 

Exercised

 

 

(41,143

)

 

$

16.62

 

Options outstanding and exercisable at March 31, 2020

 

 

 

 

$

 

 

v3.20.1
Acquisitions
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions

Note 4. Acquisitions

2019 Acquisitions

Belton Chalet

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

Mountain Park Lodges

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

The seven Mountain Park Lodges properties include: Sawridge Inn and Conference Centre (152 guest rooms); Pyramid Lake Resort (62 guest rooms); The Crimson Hotel (99 guest rooms); Chateau Jasper (119 guest rooms); Pocahontas Cabins (57 guest rooms); Marmot Lodge (107 guest rooms); and Lobstick Lodge (139 guest rooms).

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

Transaction costs associated with the Mountain Park Lodges were $0.9 million in 2019, which are included in “Corporate activities” in the Consolidated Statements of Operations. We included these assets and results of operations in the consolidated financial statements from the date of acquisition. During the three months ended March 31, 2020, revenue related to the Mountain Park Lodges was $2.9 million and operating loss was $2.4 million.

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

Pursuit – Sky Lagoon Attraction

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

Supplementary pro forma financial information

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

 

 

 

Three Months Ended

 

(in thousands, except per share data)

 

March 31, 2019

 

Revenue

 

$

289,476

 

Depreciation and amortization

 

$

14,508

 

Loss from continuing operations

 

$

(18,760

)

Net loss attributable to Viad

 

$

(18,228

)

Diluted loss per share(1)

 

$

(0.91

)

Basic loss per share

 

$

(0.91

)

(1)

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

v3.20.1
Inventories
3 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Inventories

Note 5. Inventories

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

The components of inventories consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Raw materials

 

$

11,895

 

 

$

11,788

 

Finished goods

 

 

5,633

 

 

 

5,481

 

Inventories

 

$

17,528

 

 

$

17,269

 

 

 

v3.20.1
Other Current Assets
3 Months Ended
Mar. 31, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Other Current Assets

Note 6. Other Current Assets

Other current assets consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Income tax receivable

 

$

18,492

 

 

$

13,250

 

Prepaid software maintenance

 

 

5,110

 

 

 

3,875

 

Prepaid insurance

 

 

5,027

 

 

 

5,573

 

Prepaid vendor payments

 

 

3,852

 

 

 

4,698

 

Prepaid taxes

 

 

653

 

 

 

917

 

Prepaid other

 

 

3,753

 

 

 

1,904

 

Other

 

 

490

 

 

 

637

 

Other current assets

 

$

37,377

 

 

$

30,854

 

 

 

v3.20.1
Property and Equipment
3 Months Ended
Mar. 31, 2020
Property Plant And Equipment [Abstract]  
Property and Equipment

Note 7. Property and Equipment

Property and equipment consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Land and land interests

 

$

34,169

 

 

$

34,532

 

Buildings and leasehold improvements

 

 

361,971

 

 

 

377,754

 

Equipment and other

 

 

417,965

 

 

 

417,239

 

Gross property and equipment

 

 

814,105

 

 

 

829,525

 

Accumulated depreciation

 

 

(355,439

)

 

 

(353,974

)

Property and equipment, net (excluding finance leases)

 

 

458,666

 

 

 

475,551

 

Finance lease right-of-use assets, net

 

 

22,956

 

 

 

25,350

 

Property and equipment, net

 

$

481,622

 

 

$

500,901

 

 

 

Depreciation expense was $12.2 million for the three months ended March 31, 2020 and $10.1 million for the three months ended March 31, 2019.

 

Amortization expense on finance lease assets was $0.9 million for the three months ended March 31, 2020 and $0.6 million for the three months ended March 31, 2019.

Property and equipment purchased through accounts payable and accrued liabilities decreased $4.6 million during the three months ended March 31, 2020 and decreased $1.5 million during the three months ended March 31, 2019.

v3.20.1
Other Investments and Assets
3 Months Ended
Mar. 31, 2020
Investments All Other Investments [Abstract]  
Other Investments and Assets

Note 8. Other Investments and Assets

Other investments and assets consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Cash surrender value of life insurance(1)

 

$

24,951

 

 

$

24,873

 

Self-insured liability receivable

 

 

9,982

 

 

 

9,982

 

Contract costs

 

 

4,760

 

 

 

3,961

 

Other mutual funds

 

 

2,633

 

 

 

3,107

 

Other

 

 

3,218

 

 

 

3,196

 

Other investments and assets

 

$

45,544

 

 

$

45,119

 

 

(1)

In May 2020, we terminated our life insurance policies and received cash proceeds of $24.8 million. Refer to Note 24 – Subsequent Events.

v3.20.1
Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

Note 9. Goodwill and Other Intangible Assets

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

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Pursuit

 

 

Total

 

Balance at December 31, 2019

 

$

155,276

 

 

$

30,829

 

 

$

101,878

 

 

$

287,983

 

Goodwill impairment

 

 

(41,887

)

 

 

(29,042

)

 

 

(1,757

)

 

 

(72,686

)

Foreign currency translation adjustments

 

 

(534

)

 

 

(1,787

)

 

 

(8,363

)

 

 

(10,684

)

Balance at March 31, 2020

 

$

112,855

 

 

$

 

 

$

91,758

 

 

$

204,613

 

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

In early March 2020, as a result of COVID-19 concerns, we began to see event postponements and cancellations at GES, as well as some cancelled bookings at Pursuit. This quickly escalated into the shut-down of event activity and tourism as government mandated closures and stay-at-home orders went more broadly into effect around the world. As demand halted, we essentially placed our businesses into a state of hibernation to preserve cash. As select areas of the global economy have begun to re-open, primarily at the discretion of local authorities, we are beginning to restart our business with enhanced health and safety protocols in place. On May 7, 2020, we re-opened FlyOver Iceland, and we have begun and expect to continue to re-open other Pursuit experiences in June as restrictions are eased. However, exhibition and event activity has yet to resume. For GES, we believe that as governments lift restrictions, events in certain geographies will start to take place again during the third quarter and we stand ready to reactivate areas of that business when it makes sense to do so.

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

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

 

Other intangible assets consisted of the following:

 

 

 

 

 

March 31, 2020

 

 

December 31, 2019

 

(in thousands)

 

Useful Life

(Years)

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts and relationships

 

6.6

 

$

39,395

 

 

$

(25,144

)

 

$

14,251

 

 

$

72,219

 

 

$

(40,866

)

 

$

31,353

 

Operating contracts and licenses

 

37.2

 

 

37,924

 

 

 

(1,757

)

 

 

36,167

 

 

 

43,329

 

 

 

(1,881

)

 

 

41,448

 

In-place lease

 

13.7

 

 

13,897

 

 

 

(280

)

 

 

13,617

 

 

 

15,044

 

 

 

(231

)

 

 

14,813

 

Tradenames

 

7.4

 

 

5,397

 

 

 

(1,688

)

 

 

3,709

 

 

 

9,423

 

 

 

(4,338

)

 

 

5,085

 

Non-compete agreements

 

1.8

 

 

697

 

 

 

(453

)

 

 

244

 

 

 

2,077

 

 

 

(1,775

)

 

 

302

 

Other

 

7.9

 

 

742

 

 

 

(70

)

 

 

672

 

 

 

802

 

 

 

(66

)

 

 

736

 

Total amortized intangible assets

 

 

 

 

98,052

 

 

 

(29,392

)

 

 

68,660

 

 

 

142,894

 

 

 

(49,157

)

 

 

93,737

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business licenses

 

 

 

 

562

 

 

 

 

 

 

562

 

 

 

571

 

 

 

 

 

 

571

 

Other intangible assets

 

 

 

$

98,614

 

 

$

(29,392

)

 

$

69,222

 

 

$

143,465

 

 

$

(49,157

)

 

$

94,308

 

 

Intangible asset amortization expense was $2.2 million for the three months ended March 31, 2020 and $2.5 million for the three months ended March 31, 2019. We recorded an impairment charge to intangible assets of $15.7 million during the three months ended March 31, 2020 related to our U.S. audio-visual production business.

At March 31, 2020, the estimated future amortization expense related to intangible assets subject to amortization is as follows:

 

(in thousands)

 

 

 

 

Year ending December 31,

 

 

 

 

Remainder of 2020

 

$

4,305

 

2021

 

 

4,948

 

2022

 

 

4,832

 

2023

 

 

4,203

 

2024

 

 

3,282

 

Thereafter

 

 

47,090

 

Total

 

$

68,660

 

 

The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve.

v3.20.1
Other Current Liabilities
3 Months Ended
Mar. 31, 2020
Other Liabilities Current [Abstract]  
Other Current Liabilities

Note 10. Other Current Liabilities

Other current liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Accrued sales and use taxes

 

$

7,751

 

 

$

5,451

 

Commissions payable

 

 

7,450

 

 

 

8,274

 

Accrued employee benefit costs

 

 

6,249

 

 

 

3,564

 

Self-insured liability

 

 

6,001

 

 

 

5,668

 

Accommodation services deposits

 

 

5,863

 

 

 

959

 

Accrued dividends

 

 

2,023

 

 

 

2,019

 

Current portion of pension and postretirement liabilities

 

 

1,722

 

 

 

1,899

 

Accrued restructuring

 

 

1,705

 

 

 

2,130

 

Accrued legal settlement

 

 

1,250

 

 

 

2,500

 

Accrued professional fees

 

 

1,125

 

 

 

1,248

 

Other taxes

 

 

542

 

 

 

278

 

Other

 

 

4,398

 

 

 

5,187

 

Total continuing operations

 

 

46,079

 

 

 

39,177

 

Discontinued operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

 

386

 

 

 

260

 

Environmental remediation liabilities

 

 

206

 

 

 

311

 

Other

 

 

79

 

 

 

76

 

Total discontinued operations

 

 

671

 

 

 

647

 

Total other current liabilities

 

$

46,750

 

 

$

39,824

 

 

v3.20.1
Other Deferred Items and Liabilities
3 Months Ended
Mar. 31, 2020
Other Liabilities Disclosure [Abstract]  
Other Deferred Items and Liabilities

Note 11. Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Foreign deferred tax liability

 

$

27,374

 

 

$

32,570

 

Multi-employer pension plan withdrawal liability

 

 

15,508

 

 

 

15,693

 

Self-insured excess liability

 

 

9,982

 

 

 

9,982

 

Self-insured liability

 

 

8,314

 

 

 

8,682

 

Accrued compensation

 

 

4,409

 

 

 

7,485

 

Accrued restructuring

 

 

2,250

 

 

 

2,383

 

Contract liabilities

 

 

1,418

 

 

 

125

 

Other

 

 

2,206

 

 

 

2,423

 

Total continuing operations

 

 

71,461

 

 

 

79,343

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

2,125

 

 

 

1,964

 

Self-insured liability

 

 

1,778

 

 

 

2,018

 

Other

 

 

379

 

 

 

382

 

Total discontinued operations

 

 

4,282

 

 

 

4,364

 

Total other deferred items and liabilities

 

$

75,743

 

 

$

83,707

 

 

v3.20.1
Debt and Finance Lease Obligations
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt and Finance Lease Obligations

Note 12. Debt and Finance Lease Obligations

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

 

 

 

March 31,

 

 

December 31,

 

(in thousands, except interest rates)

 

2020

 

 

2019

 

2018 Credit Facility, 3.1% weighted-average interest rate at March 31, 2020 and 3.9% at December 31, 2019, due through 2023(1)

 

$

412,551

 

 

$

311,464

 

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

 

 

5,254

 

 

 

5,607

 

Less unamortized debt issuance costs

 

 

(1,708

)

 

 

(1,836

)

Total debt (2)

 

 

416,097

 

 

 

315,235

 

Finance lease obligations, 7.8% weighted-average interest rate at March 31, 2020 and December 31, 2019, due through 2021

 

 

22,749

 

 

 

25,257

 

Total debt and finance lease obligations (3)

 

 

438,846

 

 

 

340,492

 

Current portion (4)(5)

 

 

(420,830

)

 

 

(5,330

)

Long-term debt and finance lease obligations

 

$

18,016

 

 

$

335,162

 

(1)

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

(2)

The estimated fair value of total debt and finance leases was $430.1 million as of March 31, 2020 and $339.4 million as of December 31, 2019. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements.

(3)

Cash paid for interest on debt was $3.5 million for the three months ended March 31, 2020 and $2.7 million for the three months ended March 31, 2019.

(4)

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

(5)

As discussed below, in May 2020, we entered into an amendment to our 2018 Credit Agreement (as defined below), which waived our financial covenants for the quarter ending June 30, 2020. However, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020, and as a result, the entire $412.6 million balance outstanding under the 2018 Credit Facility as of March 31, 2020 has been classified as a current liability. We are actively negotiating with our lenders to further amend our 2018 Credit Agreement; however, we cannot provide any assurance regarding our ability to obtain further amendments to the 2018 Credit Agreement in a timely manner, or on acceptable terms, if at all. If we are unable to obtain a waiver to our financial covenants, our lenders may exercise remedies against us, including the acceleration of our outstanding indebtedness We also expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020, and as a result, the $5.3 million balance outstanding as of March 31, 2020 has been classified as a current liability.

2018 Credit Agreement

Effective October 24, 2018, we entered into a Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”). The 2018 Credit Agreement has a maturity date of October 24, 2023 and provides for a $450 million revolving credit facility (“2018 Credit Facility”). Proceeds from the 2018 Credit Facility were used to refinance certain of our outstanding debt and provide us with additional funds for our operations, growth initiatives, acquisitions, and other general corporate purposes in the ordinary course of business. The 2018 Credit Facility may be increased up to an additional $250 million under certain circumstances and has a $20 million sublimit for letters of credit. Borrowings and letters of credit can be denominated in U.S. dollars, Euros, Canadian dollars, or British pounds. Our lenders under the 2018 Credit Facility have a first perfected security interest in all of our personal property including GES, GES Event Intelligence Services, Inc., CATC Alaska Tourism Corporation (“CATC”), ON Event Services, LLC (“ON Services”), and 65% of the capital stock of our top-tier foreign subsidiaries (other than Esja). Financial covenants include an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not greater than 3.50 to 1.00, with a step-up to 4.00 to 1.00 for four quarters following a material acquisition of $50 million or more. Dividends are permitted up to $15 million in any calendar year. In addition, we can declare and pay dividends or repurchase our common stock up to $20 million per calendar year. Dividends and repurchases above those thresholds are permitted as long as our pro forma leverage ratio is less than or equal to 2.75 to 1.00.

Unsecured debt is allowed provided we are in compliance with the leverage ratio. In addition, the unsecured debt must mature after the expiration of the 2018 Credit Facility, cannot have scheduled principal payments while the 2018 Credit Facility is in place, and any covenants for unsecured debt cannot be more restrictive than the 2018 Credit Facility. Significant other covenants include limitations on investments, additional indebtedness, sales and dispositions of assets, and liens on property. As of March 31, 2020, the interest coverage ratio was 9.16 to 1.00, the leverage ratio was 3.13 to 1.00, and we were in compliance with all covenants under the 2018 Credit Agreement.

Effective July 23, 2019, we entered into an amendment (“Amendment No. 1”) to the 2018 Credit Agreement. Amendment No.1 modified the terms related to the withdrawal liabilities of single and multi-employer ERISA plans.

Effective May 8, 2020, we entered into an amendment (“Amendment No. 2”) to the 2018 Credit Agreement. Amendment No. 2, which among other things, waived our financial covenants for the quarter ending June 30, 2020 under the 2018 Credit Agreement and added a new minimum liquidity requirement; however, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020. Refer to Note 1 – Overview and Basis of Presentation (Impact of COVID-19 and Going Concern) and Note 24 – Subsequent Events for additional information.

We index borrowings under the 2018 Credit Facility (of which GES, GES Event Intelligence Services, Inc., CATC, and ON Services are guarantors) to the prime rate or the London Interbank Offered Rate (“LIBOR”), plus appropriate spreads tied to our leverage ratio. As LIBOR will be phased out in 2021, our 2018 Credit Facility includes a method for determining an alternative or successor rate of interest that considers the new prevailing market convention. The vast majority of our borrowings under the 2018 Credit Facility are indexed to LIBOR. Commitment fees and letters of credit fees are also tied to our leverage ratio. The fees on the unused portion of the 2018 Credit Facility were 0.35% annually as of March 31, 2020. We index only our borrowings under the 2018 Credit Facility and the discount rates we use to account for some leases to LIBOR. We do not expect the alternative or successor rate to LIBOR to have a material impact on either our 2018 Credit Facility or the accounting for our leases.

On March 17, 2020, we borrowed $123.0 million under the 2018 Credit Facility as a proactive measure to increase our cash position and preserve financial flexibility due to uncertainty in the global markets resulting from the COVID-19 outbreak.

As of March 31, 2020, capacity remaining under the 2018 Credit Facility was $33.8 million, reflecting borrowings of $412.6 million and $3.6 million in outstanding letters of credit. In early April 2020, we borrowed $31 million under the 2018 Credit Facility.

FlyOver Iceland Credit Facility

Effective February 15, 2019, FlyOver Iceland ehf., a wholly-owned subsidiary of Esja, entered into a credit agreement with a €5.0 million (approximately $5.6 million U.S. dollars) credit facility (the “FlyOver Iceland Credit Facility”) with a maturity date of March 1, 2022. We used the loan proceeds to complete the development of the FlyOver Iceland attraction. In response to COVID-19, we entered into an addendum to the FlyOver Iceland Credit Facility effective May 14, 2020 wherein the principal and interest payments will be deferred for six months beginning June 1, 2020, with the first payment due December 1, 2020. The addendum also extended the maturity date to September 1, 2022. There were no other changes to the terms of the FlyOver Iceland Credit Facility. We expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020.

v3.20.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 13. Fair Value Measurements

The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.

Money market mutual funds and certain other mutual fund investments are measured at fair value on a recurring basis using Level 1 inputs. The fair value information related to these assets is summarized in the following tables:

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

March 31, 2020

 

 

Quoted Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

77,125

 

 

$

77,125

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

2,633

 

 

 

2,633

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

79,758

 

 

$

79,758

 

 

$

 

 

$

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

December 31, 2019

 

 

Quoted Prices

in Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

123

 

 

$

123

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

3,107

 

 

 

3,107

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

3,230

 

 

$

3,230

 

 

$

 

 

$

 

 

(1)

We include money market funds in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets. We classify these investments as available-for-sale and record them at fair value. There have been no realized gains or losses related to these investments and we have not experienced any redemption restrictions with respect to any of the money market mutual funds. A portion of the funds borrowed during the three months ended March 31, 2020 under the 2018 Credit Facility were deposited into money market funds. Refer to Note 12 – Debt and Finance Lease Obligations for additional information.

(2)

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

The carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term nature of these instruments. Refer to Note 12 Debt and Finance Lease Obligations for the estimated fair value of debt obligations.

v3.20.1
Accumulated Other Comprehensive Income (Loss)
3 Months Ended
Mar. 31, 2020
Accumulated Other Comprehensive Income Loss [Abstract]  
Accumulated Other Comprehensive Income (Loss)

Note 14. Accumulated Other Comprehensive Income (Loss)

 

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

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2019

 

$

(23,799

)

 

$

(11,900

)

 

$

(35,699

)

Other comprehensive loss before reclassifications

 

 

(28,158

)

 

 

 

 

 

(28,158

)

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

314

 

 

 

314

 

Net other comprehensive income (loss)

 

 

(28,158

)

 

 

314

 

 

 

(27,844

)

Balance at March 31, 2020

 

$

(51,957

)

 

$

(11,586

)

 

$

(63,543

)

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2018

 

$

(36,332

)

 

$

(11,643

)

 

$

(47,975

)

Other comprehensive income before reclassifications

 

 

4,780

 

 

 

 

 

 

4,780

 

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

85

 

 

 

85

 

Net other comprehensive income

 

 

4,780

 

 

 

85

 

 

 

4,865

 

Balance at March 31, 2019

 

$

(31,552

)

 

$

(11,558

)

 

$

(43,110

)

 

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

v3.20.1
Loss Per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Loss Per Share

Note 15. Loss Per Share

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands, except per share data)

 

2020

 

 

2019

 

Net loss attributable to Viad (diluted)

 

$

(86,585

)

 

$

(17,777

)

Less: Allocation to non-vested shares

 

 

 

 

 

 

Adjustment to the redemption value of redeemable noncontrolling interest

 

 

(126

)

 

 

(87

)

Net loss allocated to Viad common stockholders (basic)

 

$

(86,711

)

 

$

(17,864

)

Basic weighted-average outstanding common shares

 

 

20,215

 

 

 

20,076

 

Additional dilutive shares related to share-based compensation

 

 

 

 

 

 

Diluted weighted-average outstanding shares

 

 

20,215

 

 

 

20,076

 

Loss per share:

 

 

 

 

 

 

 

 

Basic loss attributable to Viad common stockholders

 

$

(4.29

)

 

$

(0.89

)

Diluted loss attributable to Viad common stockholders(1)

 

$

(4.29

)

 

$

(0.89

)

 

(1)

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

 

v3.20.1
Income Taxes
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

Note 16. Income Taxes

The effective tax rate was 15.2% for the three months ended March 31, 2020 and 29.8% for the three months ended March 31, 2019.

The income tax provision was computed based on our estimated annualized effective tax rate and the full-year forecasted income or loss plus the tax impact of unusual, infrequent, or nonrecurring significant items during the period. The effective tax rate for the three months ended March 31, 2020 was less than the federal statutory rate of 21% primarily due to no tax benefit recognized on some of the impairments recorded on goodwill (see Note 9 – Goodwill and Intangible Assets). The effective tax rate for the three months ended March 31, 2019 was more than the federal statutory rate primarily due to foreign losses taxed at higher rates, equity

compensation vested during the quarter, and the tax benefit of a legal settlement that was treated as an unusual item and not included in the annualized tax rate calculation.

Net cash paid for income taxes was $3.3 million for the three months ended March 31, 2020 and $3.4 million for the three months ended March 31, 2019.

v3.20.1
Pension and Postretirement Benefits
3 Months Ended
Mar. 31, 2020
Compensation And Retirement Disclosure [Abstract]  
Pension and Postretirement Benefits

Note 17. Pension and Postretirement Benefits

The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended March 31, 2020 and 2019 consist of the following:

 

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

 

 

$

15

 

 

$

15

 

 

$

20

 

 

$

110

 

 

$

101

 

Interest cost

 

 

160

 

 

 

214

 

 

 

88

 

 

 

124

 

 

 

84

 

 

 

94

 

Expected return on plan assets

 

 

(1

)

 

 

(34

)

 

 

 

 

 

 

 

 

(131

)

 

 

(122

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(36

)

 

 

(47

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

135

 

 

 

106

 

 

 

82

 

 

 

77

 

 

 

46

 

 

 

38

 

Net periodic benefit cost

 

$

294

 

 

$

301

 

 

$

149

 

 

$

174

 

 

$

109

 

 

$

111

 

 

 

We expect to contribute $1.4 million to our funded pension plans, $0.9 million to our unfunded pension plans, and $1.0 million to our postretirement benefit plans in 2019. During the three months ended March 31, 2020, we contributed $0.1 million to our funded pension plans, $0.2 million to our unfunded pension plans, and $0.2 million to our postretirement benefit plans.

v3.20.1
Restructuring Charges
3 Months Ended
Mar. 31, 2020
Restructuring And Related Activities [Abstract]  
Restructuring Charges

Note 18. Restructuring Charges

GES

As part of our efforts to drive efficiencies and simplify our business operations, we took certain restructuring actions designed to reduce our cost structure primarily within GES. During 2020, we completed some strategic simplification actions, including the elimination of certain positions primarily in the United Kingdom.

Other Restructurings

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

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

 

 

 

GES

 

 

Other Restructurings

 

 

 

 

 

(in thousands)

 

Severance &

Employee

Benefits

 

 

Facilities

 

 

Severance &

Employee

Benefits

 

 

Total

 

Balance at December 31, 2019

 

$

2,935

 

 

$

1,339

 

 

$

239

 

 

$

4,513

 

Restructuring charges

 

 

664

 

 

 

(8

)

 

 

195

 

 

 

851

 

Cash payments

 

 

(808

)

 

 

(223

)

 

 

(262

)

 

 

(1,293

)

Adjustment to liability

 

 

(80

)

 

 

(46

)

 

 

10

 

 

 

(116

)

Balance at March 31, 2020

 

$

2,711

 

 

$

1,062

 

 

$

182

 

 

$

3,955

 

 

As of March 31, 2020, we expect to pay all but $1.5 million of the liabilities related to severance and employee benefits by the end of 2020. The liability related to future lease payments will be paid over the remaining lease terms. Refer to Note 22 Segment Information, for information regarding restructuring charges by segment.

v3.20.1
Leases and Other
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Leases and Other

Note 19. Leases and Other

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

 

 

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

Classification on the Condensed Consolidated Balance Sheet

 

2020

 

 

2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Operating lease right-of-use assets

 

$

96,719

 

 

$

103,314

 

Finance lease assets

 

Property and equipment, net

 

 

22,956

 

 

 

25,350

 

Total lease assets

 

 

 

$

119,675

 

 

$

128,664

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Operating lease obligations

 

$

20,708

 

 

$

22,180

 

Finance lease obligations

 

Current portion of debt and finance lease obligations

 

 

3,025

 

 

 

3,386

 

Noncurrent:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Long-term operating lease obligations

 

 

78,685

 

 

 

82,851

 

Finance lease obligations

 

Long-term debt and finance lease obligations

 

 

19,724

 

 

 

21,871

 

Total lease liabilities

 

 

 

$

122,142

 

 

$

130,288

 

 

The components of lease expense consisted of the following:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Finance lease cost:

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

918

 

 

$

589

 

Interest on lease liabilities

 

 

417

 

 

 

67

 

Operating lease cost

 

 

6,727

 

 

 

5,992

 

Short-term lease cost

 

 

310

 

 

 

215

 

Variable lease cost

 

 

1,699

 

 

 

1,815

 

Sublease income(1)

 

 

 

 

 

(172

)

Total lease cost, net

 

$

10,071

 

 

$

8,506

 

 

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

 

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

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

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

6,529

 

 

$

6,198

 

Operating cash flows from finance leases

 

$

160

 

 

$

67

 

Financing cash flows from finance leases

 

$

777

 

 

$

522

 

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

 

 

 

 

 

 

 

 

Operating leases

 

$

779

 

 

$

11,439

 

Finance leases

 

$

730

 

 

$

1,182

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Weighted-average remaining lease term (years):

 

 

 

 

 

 

 

 

Operating leases

 

 

8.21

 

 

 

8.17

 

Finance leases

 

 

13.24

 

 

 

14.01

 

Weighted-average discount rate:

 

 

 

 

 

 

 

 

Operating leases

 

 

5.74

%

 

 

5.77

%

Finance leases

 

 

7.77

%

 

 

7.73

%

 

As of March 31, 2020, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, are as follows:

 

(in thousands)

 

Operating Leases

 

 

Finance Leases

 

 

Total

 

Remainder of 2020

 

$

18,496

 

 

$

3,680

 

 

$

22,176

 

2021

 

 

19,571

 

 

 

4,181

 

 

 

23,752

 

2022

 

 

16,152

 

 

 

3,687

 

 

 

19,839

 

2023

 

 

13,159

 

 

 

3,166

 

 

 

16,325

 

2024

 

 

9,959

 

 

 

2,468

 

 

 

12,427

 

Thereafter

 

 

54,919

 

 

 

22,550

 

 

 

77,469

 

Total future lease payments

 

 

132,256

 

 

 

39,732

 

 

 

171,988

 

Less: Amount representing interest

 

 

(32,863

)

 

 

(16,983

)

 

 

(49,846

)

Present value of minimum lease payments

 

 

99,393

 

 

 

22,749

 

 

 

122,142

 

Current portion

 

 

20,708

 

 

 

3,025

 

 

 

23,733

 

Long-term portion

 

$

78,685

 

 

$

19,724

 

 

$

98,409

 

 

As of March 31, 2020, the estimated future minimum rentals under non-cancellable leases, which includes rental income from facilities that we own, are as follows:

 

(in thousands)

 

 

 

 

Remainder of 2020

 

$

1,516

 

2021

 

 

1,839

 

2022

 

 

1,515

 

2023

 

 

1,329

 

2024

 

 

1,091

 

Thereafter

 

 

4,789

 

Total minimum rents

 

$

12,079

 

 

Leases Not Yet Commenced

As of March 31, 2020, we had executed certain facility and land leases for which we did not have control of the underlying assets. Accordingly, we did not record the lease liabilities and right-of-use assets on our Condensed Consolidated Balance Sheets. These leases include future planned attractions for Pursuit that are currently in the planning or development phase and that we expect the lease commencement dates to begin between fiscal years 2021 and 2022 with lease terms of 15 to 47 years.

 

v3.20.1
Litigation, Claims, Contingencies and Other
3 Months Ended
Mar. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Litigation, Claims, Contingencies and Other

Note 20. Litigation, Claims, Contingencies, and Other

We are plaintiffs or defendants to various actions, proceedings, and pending claims, some of which involve, or may involve, compensatory, punitive, or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings, or claims could be decided against us. During the three months ended March 31, 2019, we recorded an $8.5 million charge to resolve a legal dispute at GES involving a former industry contractor. Although the amount of liability as of March 31, 2020 with respect to unresolved legal matters is not ascertainable, we believe that any resulting liability, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our business, financial position, or results of operations.

We are subject to various U.S. federal, state, and foreign laws and regulations governing the prevention of pollution and the protection of the environment in the jurisdictions in which we have or had operations. If we fail to comply with these environmental laws and regulations, civil and criminal penalties could be imposed, and we could become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, we also face exposure to actual or potential claims and lawsuits involving environmental matters relating to our past operations. As of March 31, 2020, we had recorded environmental remediation liabilities of $2.3 million related to previously sold operations. Although we are a party to certain environmental disputes, we believe that any resulting liabilities, after taking into consideration amounts already provided for and insurance coverage, will not have a material effect on our financial position or results of operations.

As of March 31, 2020, on behalf of our subsidiaries, we had certain obligations under guarantees to third parties. These guarantees are not subject to liability recognition in the condensed consolidated financial statements and relate to leased facilities and equipment leases entered into by our subsidiary operations. We would generally be required to make payments to the respective third parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum potential amount of future payments that we would be required to make under all guarantees existing as of March 31, 2020 would be $75.3

million. These guarantees relate to our leased equipment and facilities through January 2040. There are no recourse provisions that would enable us to recover from third parties any payments made under the guarantees. Furthermore, there are no collateral or similar arrangements pursuant to which we could recover payments.

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

We are self-insured up to certain limits for workers’ compensation and general liabilities, which includes automobile, product general liability, and client property loss claims. The aggregate amount of insurance liabilities (up to our retention limit) related to our continuing operations was $14.3 million as of March 31, 2020, which includes $9.8 million related to workers’ compensation liabilities, and $4.5 million related to general liability claims. We have also retained and provided for certain workers’ compensation insurance liabilities in conjunction with previously sold businesses of $2.2 million as of March 31, 2020. We are also self-insured for certain employee health benefits and the estimated employee health benefit claims incurred but not yet reported was $1.5 million as of March 31, 2020. Provisions for losses for claims incurred, including actuarially derived estimated claims incurred but not yet reported, are made based on our historical experience, claims frequency, and other factors. A change in the assumptions used could result in an adjustment to recorded liabilities. We have purchased insurance for amounts in excess of the self-insured levels, which generally range from $0.2 million to $0.5 million on a per claim basis. We do not maintain a self-insured retention pool fund as claims are paid from current cash resources at the time of settlement. Our net cash payments in connection with these insurance liabilities were $1.5 million for the three months ended March 31, 2020 and $1.8 million for the three months ended March 31, 2019.

In addition, as of March 31, 2020, we have recorded insurance liabilities of $10.0 million related to continuing operations, which represents the amount for which we remain the primary obligor after self-insured insurance limits, without taking into consideration the above-referenced insurance coverage. Of this total, $6.5 million related to workers’ compensation liabilities and $3.5 million related to general/auto liability claims, which are recorded in other deferred items and liabilities in the Condensed Consolidated Balance Sheets with a corresponding receivable in other investments.

v3.20.1
Redeemable Noncontrolling Interest
3 Months Ended
Mar. 31, 2020
Noncontrolling Interest [Abstract]  
Redeemable Noncontrolling Interest

Note 21. Redeemable Noncontrolling Interest

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

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

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

Changes in the redeemable noncontrolling interest are as follows:

 

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

6,172

 

Net loss attributable to redeemable noncontrolling interest

 

 

(517

)

Adjustment to the redemption value

 

 

126

 

Foreign currency translation adjustment

 

 

(873

)

Balance at March 31, 2020

 

$

4,908

 

 

v3.20.1
Segment Information
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment Information

Note 22. Segment Information

We measure the profit and performance of our operations on the basis of segment operating income (loss), which excludes restructuring charges and recoveries and impairment charges. Intersegment sales are eliminated in consolidation and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and amortization and share-based compensation expense are the only significant non-cash items for the reportable segments.

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

GES North America

 

$

251,758

 

 

$

223,241

 

GES EMEA

 

 

42,716

 

 

 

54,376

 

Intersegment eliminations

 

 

(1,989

)

 

 

(2,690

)

Total GES

 

 

292,485

 

 

 

274,927

 

Pursuit

 

 

13,523

 

 

 

10,667

 

Total revenue

 

$

306,008

 

 

$

285,594

 

Segment operating income (loss):

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

GES North America

 

$

11,966

 

 

$

608

 

GES EMEA

 

 

(1,108

)

 

 

1,135

 

Total GES

 

 

10,858

 

 

 

1,743

 

Pursuit

 

 

(20,274

)

 

 

(12,995

)

Segment operating loss

 

 

(9,416

)

 

 

(11,252

)

Corporate eliminations (1)

 

 

16

 

 

 

16

 

Corporate activities

 

 

(789

)

 

 

(1,833

)

Operating loss

 

 

(10,189

)

 

 

(13,069

)

Interest income

 

 

79

 

 

 

98

 

Interest expense

 

 

(4,018

)

 

 

(2,915

)

Other expense

 

 

(419

)

 

 

(455

)

Restructuring recoveries (charges):

 

 

 

 

 

 

 

 

GES North America

 

 

79

 

 

 

17

 

GES EMEA

 

 

(735

)

 

 

(662

)

Pursuit

 

 

(1

)

 

 

 

Corporate

 

 

(194

)

 

 

(43

)

Impairment charges:

 

 

 

 

 

 

 

 

GES North America

 

 

(57,581

)

 

 

 

GES EMEA

 

 

(29,042

)

 

 

 

Pursuit

 

 

(1,757

)

 

 

 

Legal settlement:

 

 

 

 

 

 

 

 

GES

 

 

 

 

 

(8,500

)

Loss from continuing operations before income taxes

 

$

(103,778

)

 

$

(25,529

)

(1)

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

v3.20.1
Common and Preferred Stock
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Common and Preferred Stock

Note 23. Common and Preferred Stock

Common Stock Repurchases

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

During the three months ended March 31, 2020, we repurchased 53,784 shares on the open market for $2.8 million. As of March 31, 2020, 546,283 shares remain available for repurchase. No shares were purchased on the open market during the three months ended March 31, 2019. Additionally, we repurchase shares related to tax withholding requirements on vested restricted stock awards. Refer to Note 3 – Share-Based Compensation.

In March 2020, our Board of Directors suspended our share repurchase program.

Stockholder Rights Plan

On March 29, 2020, our Board of Directors adopted a short-term stockholder rights plan and declared a dividend payable to stockholders of record on April 13, 2020 of one preferred stock purchase right per each outstanding share of Viad common stock to purchase one one-hundredth of a share of Viad’s Junior Participating Preferred Stock at an exercise price of $115.00. Our Board of Directors will be able to redeem the rights at $0.01 per right at any time before a person or group acquired 10% (20% in the case of a passive institutional investor) or more of the outstanding common stock. The rights expire on February 28, 2021, subject to our right to extend the date, unless we redeem, exchange, or terminate the rights earlier.

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

v3.20.1
Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 24. Subsequent Events

 

We completed the following measures to mitigate the negative financial impacts due to COVID-19:

 

On April 20, 2020, we suspended our 401(k) Plan employer match contributions.

 

In early April 2020, we borrowed $31 million under the 2018 Credit Facility.

 

On May 8, 2020, we entered into an amendment to the 2018 Credit Agreement that waived our financial covenants for the quarter ending June 30, 2020. The amendment, among other things, (i) suspended the testing of the interest coverage ratio and the leverage ratio for the fiscal quarter ending June 30, 2020, (ii) added a new minimum liquidity covenant applicable at all times during the period from the effective date of the amendment until the first business day after we deliver quarterly financial statements and the related compliance certificate for the fiscal quarter ending September 30, 2020, and (iii) extended the deadline for delivery of quarterly financial statements for the fiscal quarter ending March 31, 2020 to 75 days after the close of such fiscal quarter. 

 

We availed ourselves of governmental assistance programs for wages and tax relief.

 

In May 2020, we terminated our legacy life insurance policies on former employees and received the cash proceeds of $24.8 million.

 

v3.20.1
Overview and Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Nature of Business

Nature of Business

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

GES

GES is a global, full-service live events company offering a comprehensive range of services to event organizers and corporate brand marketers. Event organizers schedule and run events from start to finish. Corporate brand marketers include exhibitors and domestic and international corporations that want to promote their brands, services and innovations, feature new products, and build business relationships. GES serves corporate brand marketers when they exhibit at shows and when GES is engaged to manage their global exhibit program or produce their proprietary corporate events.

Pursuit

Pursuit is a collection of inspiring and unforgettable travel experiences that include recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. Pursuit comprises the Banff Jasper Collection, the Alaska Collection, the Glacier Park Collection, and FlyOver.

Impact of COVID-19 and Going Concern

Impact of COVID-19 and Going Concern

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

The COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, with live event and tourism activities largely shut down. As a result, we have taken the following measures to improve our liquidity position due to COVID-19:

 

On March 17, 2020, we borrowed $123 million under the revolving credit facility (the “2018 Credit Facility”) as a proactive measure to increase our cash position and preserve financial flexibility. At the end of March 2020, we repaid $32 million and in early April 2020, we borrowed $31 million under the 2018 Credit Facility. Refer to Note 12 – Debt and Finance Lease Obligations and Note 24 – Subsequent Events;

 

We implemented aggressive cost reduction actions, including furloughs, mandatory unpaid time off, or salary reductions for all employees;

 

Our executive management voluntarily reduced its base salaries by 20% to 50%;

 

The non-employee members of our Board of Directors agreed to reduce their annual cash retainer and committee retainers by 50% for payments typically made to them in the second quarter of 2020;

 

We have eliminated all non-essential capital expenditures and discretionary spending;

 

In March 2020, our Board of Directors suspended future dividend payments and share repurchases;

 

On April 20, 2020, we suspended our 401(k) Plan employer match contributions. Refer to Note 24 – Subsequent Events;

 

On May 8, 2020, we obtained a waiver of our financial covenants for the quarter ending June 30, 2020. Refer to Note 12 – Debt and Finance Lease Obligations and Note 24 – Subsequent Events;

 

We availed ourselves of governmental assistance programs for wages and tax relief; and

 

In May 2020, we terminated our legacy life insurance policies on former employees and received the cash proceeds of $24.8 million. Refer to Note 8 – Other Investments and Assets and Note 24 – Subsequent Events.

 

Although we were in compliance with the financial covenants of our Second Amended and Restated Credit Agreement (the “2018 Credit Agreement”) as of March 31, 2020, disruptions caused by the COVID-19 pandemic have had and are likely to continue to have

a significant and negative impact on our operations and financial performance. In May 2020, we entered into an amendment to our 2018 Credit Agreement, which waived our financial covenants for the quarter ending June 30, 2020 and added a new minimum liquidity requirement. However, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020, and as a result, the entire $412.6 million balance outstanding under the 2018 Credit Facility as of March 31, 2020 has been classified as a current liabilityWe are actively negotiating with our lenders to further amend our 2018 Credit Agreement, and we are pursuing options to raise capital and enhance our liquidity position. We cannot provide any assurance regarding the likelihood, certainty, or exact timing of our ability to raise capital or our ability to obtain further amendments to the 2018 Credit Agreement in a timely manner, or on acceptable terms, if at all. If we are unable to raise capital or obtain a waiver to our financial covenants, our lenders may exercise remedies against us, including the acceleration of our outstanding indebtedness. We also expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020, and as a result, the $5.3 million balance outstanding as of March 31, 2020 has been classified as a current liability. We have concluded that the shut-down of live event and tourism activities resulting in substantial net losses and operating cash outflows and the expected inability to maintain compliance with debt covenants discussed above raise substantial doubt about our ability to continue as a going concern for a period through one year from the issuance of the financial statements. We have prepared the financial statements on a going concern basis, which do not include any adjustments that might result from the outcome of this uncertainty.

Due to the deteriorating macroeconomic environment, disruptions to our operations, and the sustained decline in our stock price caused by COVID-19, we determined an interim triggering event had occurred, which required us to assess the carrying values of goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles – Goodwill and Other. Based on this assessment, we recorded a non-cash goodwill impairment charge of $72.7 million during the three months ended March 31, 2020 associated with the GES U.S., GES EMEA, and Pursuit’s Glacier Park Collection reporting units. Additionally, during the three months ended March 31, 2020, we recorded a non-cash impairment charge to other intangible assets of $15.7 million related to our U.S. audio-visual production business. The duration and impact of COVID-19 may result in additional future impairment charges as facts and circumstances evolve. Refer to Note 9 – Goodwill and Other Intangible Assets for additional information.

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or SEC rules and regulations for complete financial statements. These financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020 (“2019 Form 10-K”). We corrected the classification of debt as of December 31, 2019. Refer to Note 12 – Debt and Finance Lease Obligations.

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

Impact of Recent Accounting Pronouncements

Impact of Recent Accounting Pronouncements

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

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Not Yet Adopted

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

 

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

 

1/1/2021

 

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

 

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements

Standards Recently Adopted

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

 

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

 

1/1/2020

 

We adopted this new standard on a modified retrospective basis. The adoption of this new standard on January 1, 2020 did not have a material impact on our condensed consolidated financial statements. However, due to the significant economic impact of COVID-19, we recorded an increase of $2.8 million to the provision for credit losses during March 2020.

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

 

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

 

3/12/2020

 

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

 

 

 

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Estimates and assumptions are used in accounting for, among other things: impairment testing of recorded goodwill and intangible assets; allowances for uncollectible accounts receivable; provisions for income taxes, including uncertain tax positions; valuation allowances related to deferred tax assets; liabilities for losses related to self-insured liability claims; liabilities for losses related to environmental remediation obligations; sublease income associated with restructuring liabilities; pension and postretirement benefit costs and obligations; share-based compensation costs; the discount rates used to value lease obligations; the redemption value of redeemable noncontrolling interests; and the allocation of purchase price of acquired businesses. Actual results could differ from these and other estimates.

Revenue Recognition

Revenue Recognition

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

GES’ service revenue is primarily derived through its comprehensive range of services to event organizers and corporate brand marketers including Core Services, Event Technology, and Audio-Visual. GES’ service revenue is earned over time over the duration of the exhibition, conference, or corporate event, which generally lasts one to three days. GES’ product revenue is derived from the build of exhibits and environments and graphics. GES’ product revenue is recognized at a point in time upon delivery of the product.

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

Noncontrolling Interests - Non-redeemable and Redeemable

Noncontrolling Interests – Non-redeemable and Redeemable

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

We consider noncontrolling interests with redemption features that are not solely within our control to be redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to our 54.5% equity ownership interest in Esja Attractions ehf. (“Esja”), which owns the FlyOver Iceland attraction. The Esja shareholders agreement contains a put option that gives the minority Esja

shareholders the right to sell (or “put”) their Esja shares to us based on a calculated formula within a predefined term. This redeemable noncontrolling interest is considered temporary equity and we report it between liabilities and stockholders’ equity in the Condensed Consolidated Balance Sheets. The amount of the net income or loss attributable to redeemable noncontrolling interests is recorded in the Condensed Consolidated Statements of Operations and the accretion of the redemption value is recorded as an adjustment to retained earnings and is included in our income per share. Refer to Note 21 – Redeemable Noncontrolling Interest for additional information.

Leases

Leases

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

Our operating and finance leases are primarily facility, equipment, and land leases. Our facility leases comprise mainly manufacturing facilities, sales and design facilities, offices, storage and/or warehouses, and truck marshaling yards. These facility leases generally have lease terms ranging up to 25 years. Our equipment leases comprise mainly vehicles, hardware, and office equipment, each with various lease terms. Our land leases comprise mainly leases in Canada and Iceland on which our hotels or attractions are located and have lease terms ranging up to 42 years.

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

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

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

Fair Value of Financial Instruments

The fair value of an asset or liability is defined as the price that would be received by selling an asset or paying to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair value, and also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value.

v3.20.1
Revenue and Related Contract Costs and Contract Liabilities (Tables)
3 Months Ended
Mar. 31, 2020
Revenue From Contract With Customer [Abstract]  
Summary of Changes in Contract Liabilities

Changes to contract liabilities are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

50,796

 

Cash additions

 

 

53,284

 

Revenue recognized

 

 

(64,430

)

Foreign exchange translation adjustment

 

 

(1,482

)

Balance at March 31, 2020

 

$

38,168

 

Summary of Changes in Contract Costs

Changes to contract costs are as follows:

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

28,496

 

Additions

 

 

11,672

 

Expenses

 

 

(17,679

)

Cancelled

 

 

(2,086

)

Foreign exchange translation adjustment

 

 

(644

)

Balance at March 31, 2020

 

$

19,759

 

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

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

GES

 

 

Three Months Ended March 31, 2020

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

210,183

 

 

$

26,503

 

 

$

 

 

$

236,686

 

Audio-visual

 

 

17,430

 

 

 

4,034

 

 

 

 

 

 

21,464

 

Event technology

 

 

5,554

 

 

 

2,861

 

 

 

 

 

 

8,415

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(1,989

)

 

 

(1,989

)

Total services

 

 

233,167

 

 

 

33,398

 

 

 

(1,989

)

 

 

264,576

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

18,591

 

 

 

9,318

 

 

 

 

 

 

27,909

 

Total revenue

 

$

251,758

 

 

$

42,716

 

 

$

(1,989

)

 

$

292,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

233,167

 

 

$

33,398

 

 

$

(1,989

)

 

$

264,576

 

Products transferred over time(1)

 

 

10,577

 

 

 

2,450

 

 

 

 

 

 

13,027

 

Products transferred at a point in time

 

 

8,014

 

 

 

6,868

 

 

 

 

 

 

14,882

 

Total revenue

 

$

251,758

 

 

$

42,716

 

 

$

(1,989

)

 

$

292,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

184,358

 

 

$

32,547

 

 

$

 

 

$

216,905

 

Conferences

 

 

35,890

 

 

 

4,807

 

 

 

 

 

 

40,697

 

Corporate events

 

 

26,964

 

 

 

5,154

 

 

 

 

 

 

32,118

 

Consumer events

 

 

4,546

 

 

 

208

 

 

 

 

 

 

4,754

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(1,989

)

 

 

(1,989

)

Total revenue

 

$

251,758

 

 

$

42,716

 

 

$

(1,989

)

 

$

292,485

 

 

(1)

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

 

 

 

 

Three Months Ended March 31, 2019

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Intersegment Eliminations

 

 

Total

 

Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core services

 

$

179,873

 

 

$

31,063

 

 

$

 

 

$

210,936

 

Audio-visual

 

 

18,406

 

 

 

3,888

 

 

 

 

 

 

22,294

 

Event technology

 

 

8,763

 

 

 

2,953

 

 

 

 

 

 

11,716

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(2,690

)

 

 

(2,690

)

Total services

 

 

207,042

 

 

 

37,904

 

 

 

(2,690

)

 

 

242,256

 

Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core products

 

 

16,199

 

 

 

16,472

 

 

 

 

 

 

32,671

 

Total revenue

 

$

223,241

 

 

$

54,376

 

 

$

(2,690

)

 

$

274,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services transferred over time

 

$

207,042

 

 

$

37,904

 

 

$

(2,690

)

 

$

242,256

 

Products transferred over time(1)

 

 

11,269

 

 

 

3,479

 

 

 

 

 

 

14,748

 

Products transferred at a point in time

 

 

4,930

 

 

 

12,993

 

 

 

 

 

 

17,923

 

Total revenue

 

$

223,241

 

 

$

54,376

 

 

$

(2,690

)

 

$

274,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibitions

 

$

136,429

 

 

$

45,655

 

 

$

 

 

$

182,084

 

Conferences

 

 

47,862

 

 

 

2,982

 

 

 

 

 

 

50,844

 

Corporate events

 

 

32,787

 

 

 

5,545

 

 

 

 

 

 

38,332

 

Consumer events

 

 

6,163

 

 

 

194

 

 

 

 

 

 

6,357

 

Intersegment eliminations

 

 

 

 

 

 

 

 

(2,690

)

 

 

(2,690

)

Total revenue

 

$

223,241

 

 

$

54,376

 

 

$

(2,690

)

 

$

274,927

 

 

(1)

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

 

Pursuit

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Services:

 

 

 

 

 

 

 

 

Admissions

 

$

4,102

 

 

$

3,525

 

Accommodations

 

 

4,517

 

 

 

2,418

 

Transportation

 

 

2,056

 

 

 

1,995

 

Travel planning

 

 

416

 

 

 

632

 

Intersegment eliminations

 

 

(111

)

 

 

(185

)

Total services revenue

 

 

10,980

 

 

 

8,385

 

Products:

 

 

 

 

 

 

 

 

Food and beverage

 

 

1,649

 

 

 

1,364

 

Retail operations

 

 

894

 

 

 

918

 

Total products revenue

 

 

2,543

 

 

 

2,282

 

Total revenue

 

$

13,523

 

 

$

10,667

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

Services transferred over time

 

$

10,980

 

 

$

8,385

 

Products transferred at a point in time

 

 

2,543

 

 

 

2,282

 

Total revenue

 

$

13,523

 

 

$

10,667

 

 

 

 

 

 

 

 

 

 

Markets:

 

 

 

 

 

 

 

 

Banff Jasper Collection

 

$

9,799

 

 

$

7,870

 

Alaska Collection

 

 

151

 

 

 

180

 

Glacier Park Collection

 

 

723

 

 

 

823

 

FlyOver

 

 

2,850

 

 

 

1,794

 

Total revenue

 

$

13,523

 

 

$

10,667

 

v3.20.1
Share-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Share-Based Compensation (income) expense

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Performance unit incentive plan (“PUP”)(1)

 

$

(2,635

)

 

$

1,423

 

Restricted stock

 

 

650

 

 

 

693

 

Restricted stock units

 

 

(160

)

 

 

90

 

Share-based compensation (income) expense before income tax benefit

 

 

(2,145

)

 

 

2,206

 

Income tax benefit

 

 

(109

)

 

 

(558

)

Share-based compensation (income) expense, net of income tax benefit

 

$

(2,254

)

 

$

1,648

 

(1)

PUP awards are liability-based awards that are tied to our stock price and the expected achievement of certain performance-based criteria. During the three months ended March 31, 2020, the value of the PUP awards decreased due to the reduction of our estimated performance achievement and the decline in our stock price as a result of COVID-19.

Summary of Activity of the Outstanding Share-Based Compensation Awards

The following table summarizes the activity of the outstanding share-based compensation awards:

 

 

 

PUP Awards

 

 

Restricted Stock

 

 

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2019

 

 

214,904

 

 

$

52.53

 

 

 

136,123

 

 

$

52.66

 

 

 

11,623

 

 

$

52.17

 

Granted

 

 

84,898

 

 

$

56.15

 

 

 

47,742

 

 

$

55.91

 

 

 

3,391

 

 

$

55.24

 

Vested

 

 

(67,866

)

 

$

47.43

 

 

 

(61,475

)

 

$

50.02

 

 

 

(2,815

)

 

$

47.45

 

Forfeited

 

 

(595

)

 

$

58.79

 

 

 

(1,494

)

 

$

54.39

 

 

 

(760

)

 

$

56.88

 

Balance at March 31, 2020

 

 

231,341

 

 

$

55.34

 

 

 

120,896

 

 

$

55.26

 

 

 

11,439

 

 

$

53.93

 

Summary of Stock Option Activity

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

Options outstanding and exercisable at December 31, 2019

 

 

41,143

 

 

$

16.62

 

Exercised

 

 

(41,143

)

 

$

16.62

 

Options outstanding and exercisable at March 31, 2020

 

 

 

 

$

 

v3.20.1
Acquisitions (Tables)
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Schedule of Proforma Results of Operations

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

 

 

 

Three Months Ended

 

(in thousands, except per share data)

 

March 31, 2019

 

Revenue

 

$

289,476

 

Depreciation and amortization

 

$

14,508

 

Loss from continuing operations

 

$

(18,760

)

Net loss attributable to Viad

 

$

(18,228

)

Diluted loss per share(1)

 

$

(0.91

)

Basic loss per share

 

$

(0.91

)

(1)

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

v3.20.1
Inventories (Tables)
3 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Components of Inventories

The components of inventories consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Raw materials

 

$

11,895

 

 

$

11,788

 

Finished goods

 

 

5,633

 

 

 

5,481

 

Inventories

 

$

17,528

 

 

$

17,269

 

v3.20.1
Other Current Assets (Tables)
3 Months Ended
Mar. 31, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets

Other current assets consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Income tax receivable

 

$

18,492

 

 

$

13,250

 

Prepaid software maintenance

 

 

5,110

 

 

 

3,875

 

Prepaid insurance

 

 

5,027

 

 

 

5,573

 

Prepaid vendor payments

 

 

3,852

 

 

 

4,698

 

Prepaid taxes

 

 

653

 

 

 

917

 

Prepaid other

 

 

3,753

 

 

 

1,904

 

Other

 

 

490

 

 

 

637

 

Other current assets

 

$

37,377

 

 

$

30,854

 

 

 

v3.20.1
Property and Equipment (Tables)
3 Months Ended
Mar. 31, 2020
Property Plant And Equipment [Abstract]  
Schedule of Property and Equipment

Property and equipment consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Land and land interests

 

$

34,169

 

 

$

34,532

 

Buildings and leasehold improvements

 

 

361,971

 

 

 

377,754

 

Equipment and other

 

 

417,965

 

 

 

417,239

 

Gross property and equipment

 

 

814,105

 

 

 

829,525

 

Accumulated depreciation

 

 

(355,439

)

 

 

(353,974

)

Property and equipment, net (excluding finance leases)

 

 

458,666

 

 

 

475,551

 

Finance lease right-of-use assets, net

 

 

22,956

 

 

 

25,350

 

Property and equipment, net

 

$

481,622

 

 

$

500,901

 

v3.20.1
Other Investments and Assets (Tables)
3 Months Ended
Mar. 31, 2020
Investments All Other Investments [Abstract]  
Summary of Other Investments and Assets

Other investments and assets consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Cash surrender value of life insurance(1)

 

$

24,951

 

 

$

24,873

 

Self-insured liability receivable

 

 

9,982

 

 

 

9,982

 

Contract costs

 

 

4,760

 

 

 

3,961

 

Other mutual funds

 

 

2,633

 

 

 

3,107

 

Other

 

 

3,218

 

 

 

3,196

 

Other investments and assets

 

$

45,544

 

 

$

45,119

 

 

(1)

In May 2020, we terminated our life insurance policies and received cash proceeds of $24.8 million. Refer to Note 24 – Subsequent Events.

v3.20.1
Goodwill and Other Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of the Goodwill Balances by Component and Segment

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

 

(in thousands)

 

GES North America

 

 

GES EMEA

 

 

Pursuit

 

 

Total

 

Balance at December 31, 2019

 

$

155,276

 

 

$

30,829

 

 

$

101,878

 

 

$

287,983

 

Goodwill impairment

 

 

(41,887

)

 

 

(29,042

)

 

 

(1,757

)

 

 

(72,686

)

Foreign currency translation adjustments

 

 

(534

)

 

 

(1,787

)

 

 

(8,363

)

 

 

(10,684

)

Balance at March 31, 2020

 

$

112,855

 

 

$

 

 

$

91,758

 

 

$

204,613

 

Summary of Other Intangible Assets

Other intangible assets consisted of the following:

 

 

 

 

 

March 31, 2020

 

 

December 31, 2019

 

(in thousands)

 

Useful Life

(Years)

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

 

Gross Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Carrying Value

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer contracts and relationships

 

6.6

 

$

39,395

 

 

$

(25,144

)

 

$

14,251

 

 

$

72,219

 

 

$

(40,866

)

 

$

31,353

 

Operating contracts and licenses

 

37.2

 

 

37,924

 

 

 

(1,757

)

 

 

36,167

 

 

 

43,329

 

 

 

(1,881

)

 

 

41,448

 

In-place lease

 

13.7

 

 

13,897

 

 

 

(280

)

 

 

13,617

 

 

 

15,044

 

 

 

(231

)

 

 

14,813

 

Tradenames

 

7.4

 

 

5,397

 

 

 

(1,688

)

 

 

3,709

 

 

 

9,423

 

 

 

(4,338

)

 

 

5,085

 

Non-compete agreements

 

1.8

 

 

697

 

 

 

(453

)

 

 

244

 

 

 

2,077

 

 

 

(1,775

)

 

 

302

 

Other

 

7.9

 

 

742

 

 

 

(70

)

 

 

672

 

 

 

802

 

 

 

(66

)

 

 

736

 

Total amortized intangible assets

 

 

 

 

98,052

 

 

 

(29,392

)

 

 

68,660

 

 

 

142,894

 

 

 

(49,157

)

 

 

93,737

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business licenses

 

 

 

 

562

 

 

 

 

 

 

562

 

 

 

571

 

 

 

 

 

 

571

 

Other intangible assets

 

 

 

$

98,614

 

 

$

(29,392

)

 

$

69,222

 

 

$

143,465

 

 

$

(49,157

)

 

$

94,308

 

Estimated Future Amortization Expense Related to Intangible Assets Subject to Amortization At March 31, 2020, the estimated future amortization expense related to intangible assets subject to amortization is as follows:

 

(in thousands)

 

 

 

 

Year ending December 31,

 

 

 

 

Remainder of 2020

 

$

4,305

 

2021

 

 

4,948

 

2022

 

 

4,832

 

2023

 

 

4,203

 

2024

 

 

3,282

 

Thereafter

 

 

47,090

 

Total

 

$

68,660

 

v3.20.1
Other Current Liabilities (Tables)
3 Months Ended
Mar. 31, 2020
Other Liabilities Current [Abstract]  
Other Current Liabilities

Other current liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Accrued sales and use taxes

 

$

7,751

 

 

$

5,451

 

Commissions payable

 

 

7,450

 

 

 

8,274

 

Accrued employee benefit costs

 

 

6,249

 

 

 

3,564

 

Self-insured liability

 

 

6,001

 

 

 

5,668

 

Accommodation services deposits

 

 

5,863

 

 

 

959

 

Accrued dividends

 

 

2,023

 

 

 

2,019

 

Current portion of pension and postretirement liabilities

 

 

1,722

 

 

 

1,899

 

Accrued restructuring

 

 

1,705

 

 

 

2,130

 

Accrued legal settlement

 

 

1,250

 

 

 

2,500

 

Accrued professional fees

 

 

1,125

 

 

 

1,248

 

Other taxes

 

 

542

 

 

 

278

 

Other

 

 

4,398

 

 

 

5,187

 

Total continuing operations

 

 

46,079

 

 

 

39,177

 

Discontinued operations:

 

 

 

 

 

 

 

 

Self-insured liability

 

 

386

 

 

 

260

 

Environmental remediation liabilities

 

 

206

 

 

 

311

 

Other

 

 

79

 

 

 

76

 

Total discontinued operations

 

 

671

 

 

 

647

 

Total other current liabilities

 

$

46,750

 

 

$

39,824

 

 

v3.20.1
Other Deferred Items and Liabilities (Tables)
3 Months Ended
Mar. 31, 2020
Other Liabilities Disclosure [Abstract]  
Summary of Other Deferred Items and Liabilities

Other deferred items and liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

2020

 

 

2019

 

Continuing operations:

 

 

 

 

 

 

 

 

Foreign deferred tax liability

 

$

27,374

 

 

$

32,570

 

Multi-employer pension plan withdrawal liability

 

 

15,508

 

 

 

15,693

 

Self-insured excess liability

 

 

9,982

 

 

 

9,982

 

Self-insured liability

 

 

8,314

 

 

 

8,682

 

Accrued compensation

 

 

4,409

 

 

 

7,485

 

Accrued restructuring

 

 

2,250

 

 

 

2,383

 

Contract liabilities

 

 

1,418

 

 

 

125

 

Other

 

 

2,206

 

 

 

2,423

 

Total continuing operations

 

 

71,461

 

 

 

79,343

 

Discontinued operations:

 

 

 

 

 

 

 

 

Environmental remediation liabilities

 

 

2,125

 

 

 

1,964

 

Self-insured liability

 

 

1,778

 

 

 

2,018

 

Other

 

 

379

 

 

 

382

 

Total discontinued operations

 

 

4,282

 

 

 

4,364

 

Total other deferred items and liabilities

 

$

75,743

 

 

$

83,707

 

 

v3.20.1
Debt and Finance Lease Obligations (Tables)
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Schedule of Long-term Debt and Finance Lease Obligations

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

 

 

 

March 31,

 

 

December 31,

 

(in thousands, except interest rates)

 

2020

 

 

2019

 

2018 Credit Facility, 3.1% weighted-average interest rate at March 31, 2020 and 3.9% at December 31, 2019, due through 2023(1)

 

$

412,551

 

 

$

311,464

 

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

 

 

5,254

 

 

 

5,607

 

Less unamortized debt issuance costs

 

 

(1,708

)

 

 

(1,836

)

Total debt (2)

 

 

416,097

 

 

 

315,235

 

Finance lease obligations, 7.8% weighted-average interest rate at March 31, 2020 and December 31, 2019, due through 2021

 

 

22,749

 

 

 

25,257

 

Total debt and finance lease obligations (3)

 

 

438,846

 

 

 

340,492

 

Current portion (4)(5)

 

 

(420,830

)

 

 

(5,330

)

Long-term debt and finance lease obligations

 

$

18,016

 

 

$

335,162

 

(1)

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

(2)

The estimated fair value of total debt and finance leases was $430.1 million as of March 31, 2020 and $339.4 million as of December 31, 2019. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements.

(3)

Cash paid for interest on debt was $3.5 million for the three months ended March 31, 2020 and $2.7 million for the three months ended March 31, 2019.

(4)

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

(5)

As discussed below, in May 2020, we entered into an amendment to our 2018 Credit Agreement (as defined below), which waived our financial covenants for the quarter ending June 30, 2020. However, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020, and as a result, the entire $412.6 million balance outstanding under the 2018 Credit Facility as of March 31, 2020 has been classified as a current liability. We are actively negotiating with our lenders to further amend our 2018 Credit Agreement; however, we cannot provide any assurance regarding our ability to obtain further amendments to the 2018 Credit Agreement in a timely manner, or on acceptable terms, if at all. If we are unable to obtain a waiver to our financial covenants, our lenders may exercise remedies against us, including the acceleration of our outstanding indebtedness We also expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020, and as a result, the $5.3 million balance outstanding as of March 31, 2020 has been classified as a current liability.

v3.20.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Summary of Fair Value Assets Measured on Recurring Basis The fair value information related to these assets is summarized in the following tables:

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

March 31, 2020

 

 

Quoted Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

77,125

 

 

$

77,125

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

2,633

 

 

 

2,633

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

79,758

 

 

$

79,758

 

 

$

 

 

$

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

(in thousands)

 

December 31, 2019

 

 

Quoted Prices

in Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

123

 

 

$

123

 

 

$

 

 

$

 

Other mutual funds (2)

 

 

3,107

 

 

 

3,107

 

 

 

 

 

 

 

Total assets at fair value on a recurring basis

 

$

3,230

 

 

$

3,230

 

 

$

 

 

$

 

 

(1)

We include money market funds in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets. We classify these investments as available-for-sale and record them at fair value. There have been no realized gains or losses related to these investments and we have not experienced any redemption restrictions with respect to any of the money market mutual funds. A portion of the funds borrowed during the three months ended March 31, 2020 under the 2018 Credit Facility were deposited into money market funds. Refer to Note 12 – Debt and Finance Lease Obligations for additional information.

(2)

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

v3.20.1
Accumulated Other Comprehensive Income (Loss) (Tables)
3 Months Ended
Mar. 31, 2020
Accumulated Other Comprehensive Income Loss [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)

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

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2019

 

$

(23,799

)

 

$

(11,900

)

 

$

(35,699

)

Other comprehensive loss before reclassifications

 

 

(28,158

)

 

 

 

 

 

(28,158

)

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

314

 

 

 

314

 

Net other comprehensive income (loss)

 

 

(28,158

)

 

 

314

 

 

 

(27,844

)

Balance at March 31, 2020

 

$

(51,957

)

 

$

(11,586

)

 

$

(63,543

)

 

(in thousands)

 

Cumulative

Foreign Currency Translation Adjustments

 

 

Unrecognized Net Actuarial Loss and Prior Service Credit, Net

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at December 31, 2018

 

$

(36,332

)

 

$

(11,643

)

 

$

(47,975

)

Other comprehensive income before reclassifications

 

 

4,780

 

 

 

 

 

 

4,780

 

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

85

 

 

 

85

 

Net other comprehensive income

 

 

4,780

 

 

 

85

 

 

 

4,865

 

Balance at March 31, 2019

 

$

(31,552

)

 

$

(11,558

)

 

$

(43,110

)

 

v3.20.1
Loss Per Share (Tables)
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Reconciliation of Basic and Diluted Income Per Share

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands, except per share data)

 

2020

 

 

2019

 

Net loss attributable to Viad (diluted)

 

$

(86,585

)

 

$

(17,777

)

Less: Allocation to non-vested shares

 

 

 

 

 

 

Adjustment to the redemption value of redeemable noncontrolling interest

 

 

(126

)

 

 

(87

)

Net loss allocated to Viad common stockholders (basic)

 

$

(86,711

)

 

$

(17,864

)

Basic weighted-average outstanding common shares

 

 

20,215

 

 

 

20,076

 

Additional dilutive shares related to share-based compensation

 

 

 

 

 

 

Diluted weighted-average outstanding shares

 

 

20,215

 

 

 

20,076

 

Loss per share:

 

 

 

 

 

 

 

 

Basic loss attributable to Viad common stockholders

 

$

(4.29

)

 

$

(0.89

)

Diluted loss attributable to Viad common stockholders(1)

 

$

(4.29

)

 

$

(0.89

)

 

(1)

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

 

v3.20.1
Pension and Postretirement Benefits (Tables)
3 Months Ended
Mar. 31, 2020
Compensation And Retirement Disclosure [Abstract]  
Components of Net Periodic Benefit Cost of Pension and Postretirement Benefit Plans

The components of net periodic benefit cost of our pension and postretirement benefit plans for the three months ended March 31, 2020 and 2019 consist of the following:

 

 

 

Domestic Plans

 

 

 

 

 

 

 

 

 

 

 

Pension Plans

 

 

Postretirement Benefit Plans

 

 

Foreign Pension Plans

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

 

 

$

15

 

 

$

15

 

 

$

20

 

 

$

110

 

 

$

101

 

Interest cost

 

 

160

 

 

 

214

 

 

 

88

 

 

 

124

 

 

 

84

 

 

 

94

 

Expected return on plan assets

 

 

(1

)

 

 

(34

)

 

 

 

 

 

 

 

 

(131

)

 

 

(122

)

Amortization of prior service credit

 

 

 

 

 

 

 

 

(36

)

 

 

(47

)

 

 

 

 

 

 

Recognized net actuarial loss

 

 

135

 

 

 

106

 

 

 

82

 

 

 

77

 

 

 

46

 

 

 

38

 

Net periodic benefit cost

 

$

294

 

 

$

301

 

 

$

149

 

 

$

174

 

 

$

109

 

 

$

111

 

v3.20.1
Restructuring Charges (Tables)
3 Months Ended
Mar. 31, 2020
Restructuring And Related Activities [Abstract]  
Changes to Restructuring Liability by Major Restructuring Activity

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

 

 

 

GES

 

 

Other Restructurings

 

 

 

 

 

(in thousands)

 

Severance &

Employee

Benefits

 

 

Facilities

 

 

Severance &

Employee

Benefits

 

 

Total

 

Balance at December 31, 2019

 

$

2,935

 

 

$

1,339

 

 

$

239

 

 

$

4,513

 

Restructuring charges

 

 

664

 

 

 

(8

)

 

 

195

 

 

 

851

 

Cash payments

 

 

(808

)

 

 

(223

)

 

 

(262

)

 

 

(1,293

)

Adjustment to liability

 

 

(80

)

 

 

(46

)

 

 

10

 

 

 

(116

)

Balance at March 31, 2020

 

$

2,711

 

 

$

1,062

 

 

$

182

 

 

$

3,955

 

v3.20.1
Leases and Other (Tables)
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Summary of Balance Sheet Presentation of Operating and Finance Leases

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

 

 

 

 

 

March 31,

 

 

December 31,

 

(in thousands)

 

Classification on the Condensed Consolidated Balance Sheet

 

2020

 

 

2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Operating lease right-of-use assets

 

$

96,719

 

 

$

103,314

 

Finance lease assets

 

Property and equipment, net

 

 

22,956

 

 

 

25,350

 

Total lease assets

 

 

 

$

119,675

 

 

$

128,664

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Operating lease obligations

 

$

20,708

 

 

$

22,180

 

Finance lease obligations

 

Current portion of debt and finance lease obligations

 

 

3,025

 

 

 

3,386

 

Noncurrent:

 

 

 

 

 

 

 

 

 

 

Operating lease obligations

 

Long-term operating lease obligations

 

 

78,685

 

 

 

82,851

 

Finance lease obligations

 

Long-term debt and finance lease obligations

 

 

19,724

 

 

 

21,871

 

Total lease liabilities

 

 

 

$

122,142

 

 

$

130,288

 

 

Components of Lease Expense

The components of lease expense consisted of the following:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Finance lease cost:

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

918

 

 

$

589

 

Interest on lease liabilities

 

 

417

 

 

 

67

 

Operating lease cost

 

 

6,727

 

 

 

5,992

 

Short-term lease cost

 

 

310

 

 

 

215

 

Variable lease cost

 

 

1,699

 

 

 

1,815

 

Sublease income(1)

 

 

 

 

 

(172

)

Total lease cost, net

 

$

10,071

 

 

$

8,506

 

 

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

Schedule of Other Information Related to Operating and Finance Leases

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

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

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

6,529

 

 

$

6,198

 

Operating cash flows from finance leases

 

$

160

 

 

$

67

 

Financing cash flows from finance leases

 

$

777

 

 

$

522

 

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

 

 

 

 

 

 

 

 

Operating leases

 

$

779

 

 

$

11,439

 

Finance leases

 

$

730

 

 

$

1,182

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Weighted-average remaining lease term (years):

 

 

 

 

 

 

 

 

Operating leases

 

 

8.21

 

 

 

8.17

 

Finance leases

 

 

13.24

 

 

 

14.01

 

Weighted-average discount rate:

 

 

 

 

 

 

 

 

Operating leases

 

 

5.74

%

 

 

5.77

%

Finance leases

 

 

7.77

%

 

 

7.73

%

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

As of March 31, 2020, the estimated future minimum lease payments under non-cancellable leases, excluding variable leases and variable non-lease components, are as follows:

 

(in thousands)

 

Operating Leases

 

 

Finance Leases

 

 

Total

 

Remainder of 2020

 

$

18,496

 

 

$

3,680

 

 

$

22,176

 

2021

 

 

19,571

 

 

 

4,181

 

 

 

23,752

 

2022

 

 

16,152

 

 

 

3,687

 

 

 

19,839

 

2023

 

 

13,159

 

 

 

3,166

 

 

 

16,325

 

2024

 

 

9,959

 

 

 

2,468

 

 

 

12,427

 

Thereafter

 

 

54,919

 

 

 

22,550

 

 

 

77,469

 

Total future lease payments

 

 

132,256

 

 

 

39,732

 

 

 

171,988

 

Less: Amount representing interest

 

 

(32,863

)

 

 

(16,983

)

 

 

(49,846

)

Present value of minimum lease payments

 

 

99,393

 

 

 

22,749

 

 

 

122,142

 

Current portion

 

 

20,708

 

 

 

3,025

 

 

 

23,733

 

Long-term portion

 

$

78,685

 

 

$

19,724

 

 

$

98,409

 

Schedule of Estimated Future Minimum Rentals Under Non-cancellable Leases

As of March 31, 2020, the estimated future minimum rentals under non-cancellable leases, which includes rental income from facilities that we own, are as follows:

 

(in thousands)

 

 

 

 

Remainder of 2020

 

$

1,516

 

2021

 

 

1,839

 

2022

 

 

1,515

 

2023

 

 

1,329

 

2024

 

 

1,091

 

Thereafter

 

 

4,789

 

Total minimum rents

 

$

12,079

 

v3.20.1
Redeemable Noncontrolling Interest (Tables)
3 Months Ended
Mar. 31, 2020
Noncontrolling Interest [Abstract]  
Summary of Changes in Redeemable Noncontrolling Interest

Changes in the redeemable noncontrolling interest are as follows:

 

(in thousands)

 

 

 

 

Balance at December 31, 2019

 

$

6,172

 

Net loss attributable to redeemable noncontrolling interest

 

 

(517

)

Adjustment to the redemption value

 

 

126

 

Foreign currency translation adjustment

 

 

(873

)

Balance at March 31, 2020

 

$

4,908

 

 

v3.20.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Reconciliation of income statement items from reportable segments

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

GES North America

 

$

251,758

 

 

$

223,241

 

GES EMEA

 

 

42,716

 

 

 

54,376

 

Intersegment eliminations

 

 

(1,989

)

 

 

(2,690

)

Total GES

 

 

292,485

 

 

 

274,927

 

Pursuit

 

 

13,523

 

 

 

10,667

 

Total revenue

 

$

306,008

 

 

$

285,594

 

Segment operating income (loss):

 

 

 

 

 

 

 

 

GES:

 

 

 

 

 

 

 

 

GES North America

 

$

11,966

 

 

$

608

 

GES EMEA

 

 

(1,108

)

 

 

1,135

 

Total GES

 

 

10,858

 

 

 

1,743

 

Pursuit

 

 

(20,274

)

 

 

(12,995

)

Segment operating loss

 

 

(9,416

)

 

 

(11,252

)

Corporate eliminations (1)

 

 

16

 

 

 

16

 

Corporate activities

 

 

(789

)

 

 

(1,833

)

Operating loss

 

 

(10,189

)

 

 

(13,069

)

Interest income

 

 

79

 

 

 

98

 

Interest expense

 

 

(4,018

)

 

 

(2,915

)

Other expense

 

 

(419

)

 

 

(455

)

Restructuring recoveries (charges):

 

 

 

 

 

 

 

 

GES North America

 

 

79

 

 

 

17

 

GES EMEA

 

 

(735

)

 

 

(662

)

Pursuit

 

 

(1

)

 

 

 

Corporate

 

 

(194

)

 

 

(43

)

Impairment charges:

 

 

 

 

 

 

 

 

GES North America

 

 

(57,581

)

 

 

 

GES EMEA

 

 

(29,042

)

 

 

 

Pursuit

 

 

(1,757

)

 

 

 

Legal settlement:

 

 

 

 

 

 

 

 

GES

 

 

 

 

 

(8,500

)

Loss from continuing operations before income taxes

 

$

(103,778

)

 

$

(25,529

)

(1)

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

v3.20.1
Overview and Basis of Presentation - Narrative (Details)
$ in Thousands
1 Months Ended 3 Months Ended
May 31, 2020
USD ($)
Mar. 31, 2020
USD ($)
Segment
Apr. 30, 2020
USD ($)
Mar. 17, 2020
USD ($)
Dec. 31, 2019
USD ($)
Overview And Summary Of Significant Accounting Policies [Line Items]          
Number of reportable segments | Segment   3      
Non-cash goodwill impairment charge   $ 72,686      
Non-cash impairment charges   15,700      
Provision for credit losses   $ 2,800      
Percentage of non equity ownership related redeemable noncontrolling interests   54.50%      
Maximum          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Lease expiration period   25 years      
Maximum | Land          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Lease expiration period   42 years      
Glacier Park Inc          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Percentage of non-equity ownership related to non-redeemable noncontrolling interests   20.00%      
Mountain Park Lodges          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Percentage of non-equity ownership related to non-redeemable noncontrolling interests   40.00%      
Geothermal Lagoon Attraction          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Percentage of non-equity ownership related to non-redeemable noncontrolling interests   49.00%      
Subsequent Event          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Proceeds from Life Insurance Policy $ 24,800        
2018 Credit Agreement | Revolving Credit Facility          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Remaining borrowing capacity on line of credit       $ 123,000  
Repayments of lines of credit   $ 32,000      
2018 Credit Agreement | Revolving Credit Facility | Subsequent Event          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Remaining borrowing capacity on line of credit     $ 31,000    
2018 Credit Agreement | Revolving Credit Facility          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Remaining borrowing capacity on line of credit   33,800   $ 123,000  
Revolving credit facility, balance outstanding [1]   412,551     $ 311,464
Line of credit facility financial covenants   $ 5,300      
2018 Credit Agreement | Revolving Credit Facility | Subsequent Event          
Overview And Summary Of Significant Accounting Policies [Line Items]          
Remaining borrowing capacity on line of credit     $ 31,000    
[1] Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
v3.20.1
Revenue and Related Contract Costs and Contract Liabilities - Narrative (Details) - USD ($)
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation Of Revenue [Line Items]    
Revenue recognition description of capitalized contract costs Capitalized contract costs are expensed upon the transfer of the related goods or services and are included in cost of services or cost of products, as applicable  
Capitalized contract costs to obtain contracts $ 1,700,000  
Capitalized contract costs to fulfill contracts 18,100,000  
Impairment loss on capitalized contract costs $ 0 $ 0
GES    
Disaggregation Of Revenue [Line Items]    
Performance obligation description of payment terms Payment terms are generally within 30-60 days and contain no significant financing components  
GES | Minimum    
Disaggregation Of Revenue [Line Items]    
Performance obligation payment terms 30 days  
GES | Maximum    
Disaggregation Of Revenue [Line Items]    
Performance obligation payment terms 60 days  
Pursuit    
Disaggregation Of Revenue [Line Items]    
Performance obligation description of payment terms When we extend credit, payment terms are generally within 30 days and contain no significant financing components  
Performance obligation payment terms 30 days  
v3.20.1
Revenue and Related Contract Costs and Contract Liabilities - Summary of Changes in Contract Liabilities (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Revenue From Contract With Customer [Abstract]  
Balance at December 31, 2019 $ 50,796
Cash additions 53,284
Revenue recognized (64,430)
Foreign exchange translation adjustment (1,482)
Balance at March 31, 2020 $ 38,168
v3.20.1
Revenue and Related Contract Costs and Contract Liabilities - Summary of Changes in Contract Costs (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Revenue From Contract With Customer [Abstract]  
Balance at December 31, 2019 $ 28,496
Additions 11,672
Expenses (17,679)
Cancelled (2,086)
Foreign exchange translation adjustment (644)
Balance at March 31, 2020 $ 19,759
v3.20.1
Revenue and Related Contract Costs and Contract Liabilities - Disaggregate GES and Pursuit Revenue by Major Product Line Timing of Revenue Recognition and Markets Served (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation Of Revenue [Line Items]    
Total revenue $ 306,008 $ 285,594
GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 292,485 274,927
GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 292,485 274,927
GES | Intersegment Eliminations    
Disaggregation Of Revenue [Line Items]    
Total revenue (1,989) (2,690)
Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 13,523 10,667
Pursuit | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 13,523 10,667
Pursuit | Intersegment Eliminations    
Disaggregation Of Revenue [Line Items]    
Total revenue (111) (185)
North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 251,758 223,241
EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 42,716 54,376
Services Transferred Over Time | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 264,576 242,256
Services Transferred Over Time | GES | Intersegment Eliminations    
Disaggregation Of Revenue [Line Items]    
Total revenue (1,989) (2,690)
Services Transferred Over Time | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 10,980 8,385
Services Transferred Over Time | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 233,167 207,042
Services Transferred Over Time | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 33,398 37,904
Products Transferred Over Time | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 13,027 [1] 14,748 [2]
Products Transferred Over Time | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 10,577 [1] 11,269 [2]
Products Transferred Over Time | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 2,450 [1] 3,479 [2]
Products Transferred at a Point in Time | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 14,882 17,923
Products Transferred at a Point in Time | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 2,543 2,282
Products Transferred at a Point in Time | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 8,014 4,930
Products Transferred at a Point in Time | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 6,868 12,993
Core Services | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 236,686 210,936
Core Services | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 210,183 179,873
Core Services | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 26,503 31,063
Audio Visual | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 21,464 22,294
Audio Visual | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 17,430 18,406
Audio Visual | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 4,034 3,888
Event Technology | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 8,415 11,716
Event Technology | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 5,554 8,763
Event Technology | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 2,861 2,953
Total Services | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 264,576 242,256
Total Services | GES | Intersegment Eliminations    
Disaggregation Of Revenue [Line Items]    
Total revenue (1,989) (2,690)
Total Services | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 10,980 8,385
Total Services | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 233,167 207,042
Total Services | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 33,398 37,904
Core Products | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 27,909 32,671
Core Products | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 18,591 16,199
Core Products | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 9,318 16,472
Exhibitions | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 216,905 182,084
Exhibitions | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 184,358 136,429
Exhibitions | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 32,547 45,655
Conferences | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 40,697 50,844
Conferences | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 35,890 47,862
Conferences | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 4,807 2,982
Corporate Events | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 32,118 38,332
Corporate Events | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 26,964 32,787
Corporate Events | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 5,154 5,545
Consumer Events | GES    
Disaggregation Of Revenue [Line Items]    
Total revenue 4,754 6,357
Consumer Events | North America | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 4,546 6,163
Consumer Events | EMEA | GES | Operating Segments    
Disaggregation Of Revenue [Line Items]    
Total revenue 208 194
Revolving Credit Facility | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 4,517 2,418
Admissions | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 4,102 3,525
Transportation | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 2,056 1,995
Travel Planning | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 416 632
Food and Beverage | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 1,649 1,364
Retail Operations | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 894 918
Products    
Disaggregation Of Revenue [Line Items]    
Total revenue 30,452 34,953
Products | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 2,543 2,282
Banff Jasper Collection | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 9,799 7,870
Alaska Collection | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 151 180
Glacier Park Collection | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue 723 823
FlyOver | Pursuit    
Disaggregation Of Revenue [Line Items]    
Total revenue $ 2,850 $ 1,794
[1] GES’ graphics product revenue is earned over time over the duration of the event as it is considered a part of the single performance obligation satisfied over time.
[2] GES’ graphics product revenue is earned over time over the duration of an event as it is considered a part of the single performance obligation satisfied over time.
v3.20.1
Share-Based Compensation - Summary of Share-Based Compensation (income) expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Summary of share-based compensation expense    
Share-based compensation (income) expense before income tax expense (benefit) $ (2,145) $ 2,206
Income tax benefit (109) (558)
Share-based compensation (income) expense, net of income tax benefit (2,254) 1,648
Performance Unit Incentive Plan ("PUP")    
Summary of share-based compensation expense    
Share-based compensation (income) expense before income tax expense (benefit) [1] (2,635) 1,423
Restricted stock    
Summary of share-based compensation expense    
Share-based compensation (income) expense before income tax expense (benefit) 650 693
Restricted stock units    
Summary of share-based compensation expense    
Share-based compensation (income) expense before income tax expense (benefit) $ (160) $ 90
[1] PUP awards are liability-based awards that are tied to our stock price and the expected achievement of certain performance-based criteria. During the three months ended March 31, 2020, the value of the PUP awards decreased due to the reduction of our estimated performance achievement and the decline in our stock price as a result of COVID-19.
v3.20.1
Share-Based Compensation - Summary of Activity of the Outstanding Share-Based Compensation Awards (Details)
3 Months Ended
Mar. 31, 2020
$ / shares
shares
Performance Unit Incentive Plan (“PUP”)  
Summary of activity of the outstanding share-based compensation awards  
Beginning Balance, Shares | shares 214,904
Granted, Shares | shares 84,898
Vested, Shares | shares (67,866)
Forfeited, Shares | shares (595)
Ending Balance, Shares | shares 231,341
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]  
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.53
Granted, Weighted-Average Grant Date Fair Value | $ / shares 56.15
Vested, Weighted-Average Grant Date Fair Value | $ / shares 47.43
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 58.79
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 55.34
Restricted Stock  
Summary of activity of the outstanding share-based compensation awards  
Beginning Balance, Shares | shares 136,123
Granted, Shares | shares 47,742
Vested, Shares | shares (61,475)
Forfeited, Shares | shares (1,494)
Ending Balance, Shares | shares 120,896
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]  
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.66
Granted, Weighted-Average Grant Date Fair Value | $ / shares 55.91
Vested, Weighted-Average Grant Date Fair Value | $ / shares 50.02
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 54.39
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 55.26
Restricted Stock Units  
Summary of activity of the outstanding share-based compensation awards  
Beginning Balance, Shares | shares 11,623
Granted, Shares | shares 3,391
Vested, Shares | shares (2,815)
Forfeited, Shares | shares (760)
Ending Balance, Shares | shares 11,439
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]  
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 52.17
Granted, Weighted-Average Grant Date Fair Value | $ / shares 55.24
Vested, Weighted-Average Grant Date Fair Value | $ / shares 47.45
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares 56.88
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares $ 53.93
v3.20.1
Share-Based Compensation - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Repurchase of common stock for employee tax withholding obligations amount $ 1,059 $ 2,905  
2017 Plan      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Useful Term of the plan 10 years    
Common stock shares issuable 1,750,000    
Shares available for grant 1,505,330    
2007 Plan      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Award vesting period 3 years    
2007 Plan | Performance Unit Incentive Plan (“PUP”)      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Shares available for grant 0    
Awards with grant date fair value during the period $ 4,800    
Stock value payable 1,800    
Liability awards recorded 400   $ 5,300
Payments to employees $ 2,600   5,600
Paid to employees as shares     $ 3,400
Repurchase of common stock for employee tax withholding obligations amount, shares     25,771
Repurchase of common stock for employee tax withholding obligations amount     $ 1,500
2007 Plan | Restricted Stock      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Repurchase of common stock for employee tax withholding obligations amount, shares 17,674 24,067  
Repurchase of common stock for employee tax withholding obligations amount $ 1,100 $ 1,400  
Unamortized cost $ 4,400    
Recognition period of unrecognized cost 1 year 9 months 18 days    
2007 Plan | Restricted Stock Units      
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]      
Payments to employees $ 200 $ 300  
Liabilities related to restricted stock $ 100   $ 400
v3.20.1
Share-Based Compensation - Summary of Stock Option Activity (Details)
3 Months Ended
Mar. 31, 2020
$ / shares
shares
Options outstanding and exercisable  
Options outstanding and exercisable Beginning Balance, Shares | shares 41,143
Exercised, Shares | shares (41,143)
Weighted-Average Exercise Price  
Options outstanding and exercisable Beginning Balance, Weighted-Average Exercise Price | $ / shares $ 16.62
Exercised, Weighted-Average Exercise Price | $ / shares $ 16.62
v3.20.1
Acquisitions - Narrative (Details)
$ in Thousands, $ in Millions
3 Months Ended 12 Months Ended
Jul. 25, 2019
USD ($)
Jun. 08, 2019
USD ($)
Hotel
Guest_Room
Jun. 08, 2019
CAD ($)
Hotel
Guest_Room
May 16, 2019
USD ($)
Mar. 31, 2020
USD ($)
Mar. 31, 2019
USD ($)
Dec. 31, 2019
USD ($)
Business Acquisition [Line Items]              
Operating loss         $ 10,189 $ 13,069  
Total revenue         306,008 285,594  
Pursuit              
Business Acquisition [Line Items]              
Total revenue         13,523 $ 10,667  
Belton Chalet              
Business Acquisition [Line Items]              
Purchase price       $ 3,200      
Acquisition related costs       $ 300      
Business acquisition date       May 16, 2019      
Mountain Park Lodges              
Business Acquisition [Line Items]              
Acquisition related costs             $ 900
Business acquisition date   Jun. 08, 2019 Jun. 08, 2019        
Percentage of controlling interest acquired   60.00% 60.00%        
Number of hotels acquired | Hotel   7 7        
Total consideration   $ 76,000 $ 100.6        
Percentage of operations results consolidated to financial statements   100.00% 100.00%        
Percentage of non-redeemable noncontrolling portion of income (loss) recorded in financial statements   40.00% 40.00%        
Operating loss         2,400    
Total revenue         $ 2,900    
Identifiable intangible assets acquired   $ 20,200          
Weighted average amortization period   30 years 9 months 18 days 30 years 9 months 18 days        
Mountain Park Lodges | Sawridge Inn and Conference Centre              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   152 152        
Mountain Park Lodges | Pyramid Lake Resort              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   62 62        
Mountain Park Lodges | Crimson Hotel              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   99 99        
Mountain Park Lodges | Chateau Jasper              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   119 119        
Mountain Park Lodges | Pocahontas Cabins              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   57 57        
Mountain Park Lodges | Marmot Lodge              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   107 107        
Mountain Park Lodges | Lobstick Lodge              
Business Acquisition [Line Items]              
Number of guest rooms | Guest_Room   139 139        
New Sky Lagoon Attraction | Pursuit | Sky Lagoon Attraction              
Business Acquisition [Line Items]              
Percentage of controlling interest acquired 51.00%            
Payments to acquire controlling interest $ 13,200            
v3.20.1
Acquisitions - Schedule of Proforma Results of Operations (Details) - Mountain Park Lodges
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
$ / shares
Business Acquisition [Line Items]  
Revenue $ 289,476
Depreciation and amortization 14,508
Loss from continuing operations (18,760)
Net loss attributable to Viad $ (18,228)
Diluted loss per share | $ / shares $ (0.91) [1]
Basic loss per share | $ / shares $ (0.91)
[1] Diluted loss per share amount cannot exceed basic loss per share.
v3.20.1
Inventories - Components of Inventories (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Components of Inventories    
Raw materials $ 11,895 $ 11,788
Finished goods 5,633 5,481
Inventories $ 17,528 $ 17,269
v3.20.1
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]    
Income tax receivable $ 18,492 $ 13,250
Prepaid software maintenance 5,110 3,875
Prepaid insurance 5,027 5,573
Prepaid vendor payments 3,852 4,698
Prepaid taxes 653 917
Prepaid other 3,753 1,904
Other 490 637
Other current assets $ 37,377 $ 30,854
v3.20.1
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Property Plant And Equipment [Line Items]    
Gross property and equipment $ 814,105 $ 829,525
Accumulated depreciation (355,439) (353,974)
Property and equipment, net (excluding finance leases) 458,666 475,551
Finance lease right-of-use assets, net 22,956 25,350
Property and equipment, net 481,622 500,901
Land and land interests    
Property Plant And Equipment [Line Items]    
Gross property and equipment 34,169 34,532
Buildings and leasehold improvements    
Property Plant And Equipment [Line Items]    
Gross property and equipment 361,971 377,754
Equipment and other    
Property Plant And Equipment [Line Items]    
Gross property and equipment $ 417,965 $ 417,239
v3.20.1
Property and Equipment - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Property Plant And Equipment [Abstract]    
Depreciation expense $ 12,200 $ 10,100
Amortization expense on finance lease assets 918 589
Property and equipment purchased through accounts payable and accrued liabilities, decreased amount $ 4,600 $ 1,500
v3.20.1
Other Investments and Assets - Summary of Other Investments and Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Investments All Other Investments [Abstract]    
Cash surrender value of life insurance $ 24,951 $ 24,873
Self-insured liability receivable 9,982 9,982
Contract costs 4,760 3,961
Other mutual funds 2,633 3,107
Other 3,218 3,196
Other investments and assets $ 45,544 $ 45,119
v3.20.1
Other Investments and Assets - Summary of Other Investments and Assets (Parenthetical) (Details)
$ in Millions
1 Months Ended
May 31, 2020
USD ($)
Subsequent Event  
Proceeds from Life Insurance Policy $ 24.8
v3.20.1
Goodwill and Other Intangible Assets - Summary of Goodwill Balances by Component and Segment (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Goodwill [Line Items]  
Balance, beginning $ 287,983
Goodwill impairment (72,686)
Foreign currency translation adjustments (10,684)
Balance, ending 204,613
GES North America  
Goodwill [Line Items]  
Balance, beginning 155,276
Goodwill impairment (41,887)
Foreign currency translation adjustments (534)
Balance, ending 112,855
GES EMEA  
Goodwill [Line Items]  
Balance, beginning 30,829
Goodwill impairment (29,042)
Foreign currency translation adjustments (1,787)
Pursuit  
Goodwill [Line Items]  
Balance, beginning 101,878
Goodwill impairment (1,757)
Foreign currency translation adjustments (8,363)
Balance, ending $ 91,758
v3.20.1
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment Reporting Information [Line Items]    
Income tax benefit related to goodwill impairment charges $ 12.4  
Impairment charge to intangible assets 15.7  
Services    
Segment Reporting Information [Line Items]    
Intangible asset amortization expense 2.2 $ 2.5
G E S U S    
Segment Reporting Information [Line Items]    
Goodwill impairment 41.9  
GES EMEA    
Segment Reporting Information [Line Items]    
Goodwill impairment 29.0  
Pursuit Glacier Park Collection    
Segment Reporting Information [Line Items]    
Goodwill impairment $ 1.8  
v3.20.1
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Gross Carrying Value $ 98,052 $ 142,894
Intangible assets subject to amortization, Accumulated Amortization (29,392) (49,157)
Intangible assets subject to amortization, Net Carrying Value 68,660 93,737
Other intangible assets, Gross Carrying Value 98,614 143,465
Other intangible assets, Net Carrying Value $ 69,222 94,308
Customer contracts and relationships    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 6 years 7 months 6 days  
Intangible assets subject to amortization, Gross Carrying Value $ 39,395 72,219
Intangible assets subject to amortization, Accumulated Amortization (25,144) (40,866)
Intangible assets subject to amortization, Net Carrying Value $ 14,251 31,353
Operating contracts and licenses    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 37 years 2 months 12 days  
Intangible assets subject to amortization, Gross Carrying Value $ 37,924 43,329
Intangible assets subject to amortization, Accumulated Amortization (1,757) (1,881)
Intangible assets subject to amortization, Net Carrying Value $ 36,167 41,448
In-place lease    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 13 years 8 months 12 days  
Intangible assets subject to amortization, Gross Carrying Value $ 13,897 15,044
Intangible assets subject to amortization, Accumulated Amortization (280) (231)
Intangible assets subject to amortization, Net Carrying Value $ 13,617 14,813
Tradenames    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 7 years 4 months 24 days  
Intangible assets subject to amortization, Gross Carrying Value $ 5,397 9,423
Intangible assets subject to amortization, Accumulated Amortization (1,688) (4,338)
Intangible assets subject to amortization, Net Carrying Value $ 3,709 5,085
Non-compete agreements    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 1 year 9 months 18 days  
Intangible assets subject to amortization, Gross Carrying Value $ 697 2,077
Intangible assets subject to amortization, Accumulated Amortization (453) (1,775)
Intangible assets subject to amortization, Net Carrying Value $ 244 302
Other    
Finite-Lived Intangible Assets, Net [Abstract]    
Intangible assets subject to amortization, Useful Life (Years) 7 years 10 months 24 days  
Intangible assets subject to amortization, Gross Carrying Value $ 742 802
Intangible assets subject to amortization, Accumulated Amortization (70) (66)
Intangible assets subject to amortization, Net Carrying Value 672 736
Business licenses    
Finite-Lived Intangible Assets, Net [Abstract]    
Indefinite-lived intangible assets, Gross Carrying Value $ 562 $ 571
v3.20.1
Goodwill and Other Intangible Assets - Estimated Future Amortization Expense Related to Intangible Assets Subject to Amortization (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Estimated amortization expense related to amortized intangible assets    
Remainder of 2020 $ 4,305  
2021 4,948  
2022 4,832  
2023 4,203  
2024 3,282  
Thereafter 47,090  
Intangible assets subject to amortization, Net Carrying Value $ 68,660 $ 93,737
v3.20.1
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Continuing operations:    
Accrued sales and use taxes $ 7,751 $ 5,451
Commissions payable 7,450 8,274
Accrued employee benefit costs 6,249 3,564
Self-insured liability 6,001 5,668
Accommodation services deposits 5,863 959
Accrued dividends 2,023 2,019
Current portion of pension and postretirement liabilities 1,722 1,899
Accrued restructuring 1,705 2,130
Accrued legal settlement 1,250 2,500
Accrued professional fees 1,125 1,248
Other taxes 542 278
Other 4,398 5,187
Total continuing operations 46,079 39,177
Discontinued operations:    
Self-insured liability 386 260
Environmental remediation liabilities 206 311
Other 79 76
Total discontinued operations 671 647
Total other current liabilities $ 46,750 $ 39,824
v3.20.1
Other Deferred Items and Liabilities - Summary of Other Deferred Items and Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Continuing operations:    
Foreign deferred tax liability $ 27,374 $ 32,570
Multi-employer pension plan withdrawal liability 15,508 15,693
Self-insured excess liability 9,982 9,982
Self-insured liability 8,314 8,682
Accrued compensation 4,409 7,485
Accrued restructuring 2,250 2,383
Contract liabilities 1,418 125
Other 2,206 2,423
Total continuing operations 71,461 79,343
Discontinued operations:    
Environmental remediation liabilities 2,125 1,964
Self-insured liability 1,778 2,018
Other 379 382
Total discontinued operations 4,282 4,364
Total other deferred items and liabilities $ 75,743 $ 83,707
v3.20.1
Debt and Finance Lease Obligations - Schedule of Long-term Debt and Finance Lease Obligations (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Less unamortized debt issuance costs $ (1,708) $ (1,836)
Total debt [1] 416,097 315,235
Finance lease obligations, 7.8% weighted-average interest rate at March 31, 2020 and December 31, 2019, due through 2021 22,749 25,257
Total debt and finance lease obligations [2] 438,846 340,492
Current portion [3],[4] (420,830) (5,330)
Long-term debt and finance lease obligations 18,016 335,162
FlyOver Iceland Credit Facility    
Debt Instrument [Line Items]    
Credit facility [5] 5,254 5,607
2018 Credit Agreement | Revolving Credit Facility    
Debt Instrument [Line Items]    
Credit facility [5] $ 412,551 $ 311,464
[1] The estimated fair value of total debt and finance leases was $430.1 million as of March 31, 2020 and $339.4 million as of December 31, 2019. The fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and maturity, which is a Level 2 measurement. Refer to Note 13 – Fair Value Measurements
[2] Cash paid for interest on debt was $3.5 million for the three months ended March 31, 2020 and $2.7 million for the three months ended March 31, 2019.
[3] As discussed below, in May 2020, we entered into an amendment to our 2018 Credit Agreement (as defined below), which waived our financial covenants for the quarter ending June 30, 2020. However, we expect to be unable to meet our financial covenants beginning with the quarter ending September 30, 2020, and as a result, the entire $412.6 million balance outstanding under the 2018 Credit Facility as of March 31, 2020 has been classified as a current liability. We are actively negotiating with our lenders to further amend our 2018 Credit Agreement; however, we cannot provide any assurance regarding our ability to obtain further amendments to the 2018 Credit Agreement in a timely manner, or on acceptable terms, if at all. If we are unable to obtain a waiver to our financial covenants, our lenders may exercise remedies against us, including the acceleration of our outstanding indebtedness We also expect to be unable to meet our financial covenants under our FlyOver Iceland Credit Facility beginning with the quarter ending September 30, 2020, and as a result, the $5.3 million balance outstanding as of March 31, 2020 has been classified as a current liability.
[4] Subsequent to the filing of our 2019 Form 10-K, we identified a correction related to the classification of the 2018 Credit Facility (as defined below) from current to long-term given that the 2018 Credit Facility’s contractual maturity is not within 12 months of the balance sheet date, and we were in compliance with all applicable covenants as of December 31, 2019. As a result, we corrected the classification of the debt on the accompanying condensed consolidated balance sheet and the disclosure related to classification of debt in the table above as of December 31, 2019 to present the 2018 Credit Facility as long-term. Except for this change, the correction had no impact upon this Quarterly Report on Form 10-Q. We determined that the error is not material to the previously issued financial statements.
[5] Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
v3.20.1
Debt and Finance Lease Obligations - Schedule of Long-term Debt and Finance Lease Obligations (Parenthetical) (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Debt Instrument [Line Items]      
Weighted average interest rate on long term debt 7.80%   7.80%
Fair value of debt $ 430,100   $ 339,400
Cash paid for interest on debt $ 3,500 $ 2,700  
Current revolving credit facility maturity period 12 months   12 months
FlyOver Iceland Credit Facility      
Debt Instrument [Line Items]      
Weighted average interest rate on long term debt 4.90%   4.90%
Revolving credit facility, balance outstanding [1] $ 5,254   $ 5,607
2018 Credit Agreement | Revolving Credit Facility      
Debt Instrument [Line Items]      
Interest rate on credit facility 3.10%   3.90%
Revolving credit facility, balance outstanding [1] $ 412,551   $ 311,464
Line of credit facility outstanding amount $ 5,300    
[1] Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
v3.20.1
Debt and Finance Lease Obligations - Narrative (Details)
€ in Millions
3 Months Ended
May 14, 2020
Oct. 24, 2018
USD ($)
Mar. 31, 2020
USD ($)
Apr. 30, 2020
USD ($)
Mar. 17, 2020
USD ($)
Dec. 31, 2019
USD ($)
Feb. 15, 2019
USD ($)
Feb. 15, 2019
EUR (€)
FlyOver Iceland Credit Facility                
Line of Credit Facility [Line Items]                
Maturity date Sep. 01, 2022   Mar. 01, 2022          
Revolving credit facility, balance outstanding [1]     $ 5,254,000     $ 5,607,000    
Maximum borrowing capacity on credit facility             $ 5,600,000 € 5.0
Line of credit facility amendment description     an addendum to the FlyOver Iceland Credit Facility effective May 14, 2020 wherein the principal and interest payments will be deferred for six months beginning June 1, 2020, with the first payment due December 1, 2020. The addendum also extended the maturity date to September 1, 2022. There were no other changes to the terms of the FlyOver Iceland Credit Facility.          
Line of credit facility, date of first required payment Dec. 01, 2020              
2018 Credit Agreement | Revolving Credit Facility                
Line of Credit Facility [Line Items]                
Borrowing capacity on line of credit   $ 450,000,000            
Additional borrowing capacity on line of credit   250,000,000            
Line of Credit borrowings used to support letter of credit   $ 20,000,000            
Maturity date   Oct. 24, 2023            
Interest coverage ratio     916.00%          
Leverage ratio     313.00%          
Financial covenants leverage ratio step up   400.00%            
Minimum amount for material acquisition   $ 50,000,000            
Annual share repurchase and dividends limit on leverage ratio basis   $ 20,000,000            
Leverage ratio required for dividend or share activity   275.00%            
Maximum additional dividends amount permitted to distribute   $ 15,000,000            
Commitment fee percentage on line of credit     0.35%          
Remaining borrowing capacity on line of credit     $ 33,800,000   $ 123,000,000.0      
Revolving credit facility, balance outstanding [1]     412,551,000     $ 311,464,000    
Letters of credit outstanding     $ 3,600,000          
2018 Credit Agreement | Revolving Credit Facility | Subsequent Event                
Line of Credit Facility [Line Items]                
Remaining borrowing capacity on line of credit       $ 31,000,000        
2018 Credit Agreement | Revolving Credit Facility | Minimum                
Line of Credit Facility [Line Items]                
Interest coverage ratio   300.00%            
Leverage ratio   350.00%            
Top Tier Foreign Subsidiaries | 2018 Credit Agreement | Revolving Credit Facility                
Line of Credit Facility [Line Items]                
Percent of lenders security interest on capital stock foreign subsidiary   65.00%            
[1] Represents the weighted-average interest rate in effect at the respective periods, including any applicable margin. The interest rates do not include amortization of debt issuance costs or commitment fees.
v3.20.1
Fair Value Measurements - Summary of Fair Value Assets Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Fair value information related to assets    
Assets $ 79,758 $ 3,230
Quoted Prices in Active Markets (Level 1)    
Fair value information related to assets    
Assets 79,758 3,230
Money market funds    
Fair value information related to assets    
Assets [1] 77,125 123
Money market funds | Quoted Prices in Active Markets (Level 1)    
Fair value information related to assets    
Assets [1] 77,125 123
Other mutual funds    
Fair value information related to assets    
Assets [2] 2,633 3,107
Other mutual funds | Quoted Prices in Active Markets (Level 1)    
Fair value information related to assets    
Assets [2] $ 2,633 $ 3,107
[1]

(1)

We include money market funds in “Cash and cash equivalents” in the Condensed Consolidated Balance Sheets. We classify these investments as available-for-sale and record them at fair value. There have been no realized gains or losses related to these investments and we have not experienced any redemption restrictions with respect to any of the money market mutual funds. A portion of the funds borrowed during the three months ended March 31, 2020 under the 2018 Credit Facility were deposited into money market funds. Refer to Note 12 – Debt and Finance Lease Obligations for additional information.

[2] We include other mutual funds in “Other investments and assets” in the Condensed Consolidated Balance Sheets.
v3.20.1
Fair Value Measurements - Summary of Fair Value Assets Measured on Recurring Basis (Parenthetical) (Details) - Money market funds
3 Months Ended
Mar. 31, 2020
USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Realized gains on the investments $ 0
Unrealized gains on the investments $ 0
v3.20.1
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance $ 547,229 $ 450,555
Ending Balance 420,448 434,331
Cumulative Foreign Currency Translation Adjustments    
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance (23,799) (36,332)
Other comprehensive income (loss) before reclassifications (28,158) 4,780
Net other comprehensive income (loss) (28,158) 4,780
Ending Balance (51,957) (31,552)
Unrecognized Net Actuarial Loss and Prior Service Credit, Net    
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance (11,900) (11,643)
Amounts reclassified from AOCI, net of tax 314 85
Net other comprehensive income (loss) 314 85
Ending Balance (11,586) (11,558)
Accumulated Other Comprehensive Income (Loss)    
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]    
Beginning Balance (35,699) (47,975)
Other comprehensive income (loss) before reclassifications (28,158) 4,780
Amounts reclassified from AOCI, net of tax 314 85
Net other comprehensive income (loss) (27,844) 4,865
Ending Balance $ (63,543) $ (43,110)
v3.20.1
Loss Per Share - Reconciliation of Basic and Diluted Income (loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Numerator:    
Net loss attributable to Viad (diluted) $ (86,585) $ (17,777)
Adjustment to the redemption value of redeemable noncontrolling interest (126) (87)
Net loss allocated to Viad common stockholders (basic) $ (86,711) $ (17,864)
Denominator:    
Basic weighted-average outstanding common shares 20,215 20,076
Diluted weighted-average outstanding shares 20,215 20,076
Basic loss attributable to Viad common stockholders $ (4.29) $ (0.89)
Diluted loss attributable to Viad common stockholders [1] $ (4.29) $ (0.89)
[1] Diluted loss per share amount cannot exceed basic loss per share.
v3.20.1
Income Taxes - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Tax Disclosure [Abstract]    
Effective income tax rate 15.20% 29.80%
Federal statutory tax rate 21.00%  
Income taxes paid $ 3.3 $ 3.4
v3.20.1
Pension and Postretirement Benefits - Components of Net Periodic Benefit Cost of Pension and Postretirement Benefit Plans (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
UNITED STATES | Pension Plans    
Net periodic benefit cost:    
Service cost   $ 15
Interest cost $ 160 214
Expected return on plan assets (1) (34)
Recognized net actuarial loss 135 106
Net periodic benefit cost 294 301
UNITED STATES | Postretirement Benefit Plans    
Net periodic benefit cost:    
Service cost 15 20
Interest cost 88 124
Amortization of prior service credit (36) (47)
Recognized net actuarial loss 82 77
Net periodic benefit cost 149 174
Foreign Pension Plans    
Net periodic benefit cost:    
Service cost 110 101
Interest cost 84 94
Expected return on plan assets (131) (122)
Recognized net actuarial loss 46 38
Net periodic benefit cost $ 109 $ 111
v3.20.1
Pension and Postretirement Benefits - Narrative (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
Postretirement Benefit Plans  
Defined Benefit Plan Disclosure [Line Items]  
Amount expected to contribute in postretirement benefit plans $ 1.0
Pension and Other Postretirement Benefit Contributions 0.2
Funded Plans | Pension Plans  
Defined Benefit Plan Disclosure [Line Items]  
Amount expected to contribute in funded pension plans 1.4
Pension Contributions 0.1
Unfunded Pension Plans | Pension Plans  
Defined Benefit Plan Disclosure [Line Items]  
Amount expected to contribute in unfunded pension plans 0.9
Pension Contributions $ 0.2
v3.20.1
Restructuring Charges - Changes to Restructuring Liability by Major Restructuring Activity (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Restructuring Cost And Reserve [Line Items]    
Beginning balance $ 4,513  
Restructuring charges 851 $ 688
Cash payments (1,293)  
Adjustment to liability (116)  
Ending balance 3,955  
GES | Severance & Employee Benefits    
Restructuring Cost And Reserve [Line Items]    
Beginning balance 2,935  
Restructuring charges 664  
Cash payments (808)  
Adjustment to liability (80)  
Ending balance 2,711  
GES | Facilities    
Restructuring Cost And Reserve [Line Items]    
Beginning balance 1,339  
Restructuring charges (8)  
Cash payments (223)  
Adjustment to liability (46)  
Ending balance 1,062  
Other Restructuring | Severance & Employee Benefits    
Restructuring Cost And Reserve [Line Items]    
Beginning balance 239  
Restructuring charges 195  
Cash payments (262)  
Adjustment to liability 10  
Ending balance $ 182  
v3.20.1
Restructuring Charges - Narrative (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Restructuring And Related Activities [Abstract]  
Payments of liabilities related to severance and employee benefits $ 1.5
v3.20.1
Leases and Other - Summary of Balance Sheet Presentation of Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Lessee Lease Description [Line Items]    
Operating lease assets $ 96,719 $ 103,314
Finance lease assets 22,956 25,350
Total lease assets 119,675 128,664
Operating lease obligations 20,708 22,180
Finance lease obligations 3,025  
Operating lease obligations 78,685 82,851
Finance lease obligations 19,724  
Total lease liabilities 122,142 130,288
Operating Lease Right-of-Use Assets    
Lessee Lease Description [Line Items]    
Operating lease assets 96,719 103,314
Property and Equipment, Net    
Lessee Lease Description [Line Items]    
Finance lease assets 22,956 25,350
Operating Lease Obligations    
Lessee Lease Description [Line Items]    
Operating lease obligations 20,708 22,180
Current Portion of Debt and Finance Lease Obligations    
Lessee Lease Description [Line Items]    
Finance lease obligations 3,025 3,386
Long-Term Operating Lease Obligations    
Lessee Lease Description [Line Items]    
Operating lease obligations 78,685 82,851
Long-Term Debt and Finance Lease Obligations    
Lessee Lease Description [Line Items]    
Finance lease obligations $ 19,724 $ 21,871
v3.20.1
Leases and Other - Components of Least Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Finance lease cost:    
Amortization of right-of-use assets $ 918 $ 589
Interest on lease liabilities 417 67
Operating lease cost 6,727 5,992
Short-term lease cost 310 215
Variable lease cost 1,699 1,815
Sublease income [1]   (172)
Total lease cost, net $ 10,071 $ 8,506
[1]   Sublease income excludes rental income from owned assets, which is recorded in revenue.
v3.20.1
Leases and Other - Schedule of Other Information Related to Operating and Finance Leases (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $ 6,529 $ 6,198  
Operating cash flows from finance leases 160 67  
Financing cash flows from finance leases 777 522  
Right-of-use assets obtained in exchange for lease obligations:      
Operating leases 779 11,439  
Finance leases $ 730 $ 1,182  
Weighted-average remaining lease term (years):      
Operating leases 8 years 2 months 16 days   8 years 2 months 1 day
Finance leases 13 years 2 months 27 days   14 years 3 days
Weighted-average discount rate:      
Operating leases 5.74%   5.77%
Finance leases 7.77%   7.73%
v3.20.1
Leases and Other - Schedule of Estimated Future Minimum Lease Payments Under Non-cancelable Leases Excluding Variable Leases and Variable Non-lease Components (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Remainder of 2020 $ 18,496  
2021 19,571  
2022 16,152  
2023 13,159  
2024 9,959  
Thereafter 54,919  
Total future lease payments 132,256  
Less: Amount representing interest (32,863)  
Present value of minimum lease payments 99,393  
Current portion 20,708 $ 22,180
Long-term portion 78,685 82,851
Remainder of 2020 3,680  
2021 4,181  
2022 3,687  
2023 3,166  
2024 2,468  
Thereafter 22,550  
Total future lease payments 39,732  
Less: Amount representing interest (16,983)  
Present value of minimum lease payments 22,749 25,257
Current portion 3,025  
Long-term portion 19,724  
Remainder of 2020 22,176  
2021 23,752  
2022 19,839  
2023 16,325  
2024 12,427  
Thereafter 77,469  
Total future lease payments 171,988  
Less: Amount representing interest (49,846)  
Total lease liabilities 122,142 $ 130,288
Current portion 23,733  
Long-term portion $ 98,409  
v3.20.1
Leases and Other - Schedule of Estimated Future Minimum Rentals Under Non-cancellable Leases (Details)
$ in Thousands
Mar. 31, 2020
USD ($)
Leases [Abstract]  
Remainder of 2020 $ 1,516
2021 1,839
2022 1,515
2023 1,329
2024 1,091
Thereafter 4,789
Total minimum rents $ 12,079
v3.20.1
Leases and Other - Narrative (Details)
3 Months Ended
Mar. 31, 2020
Lessee Lease Description [Line Items]  
Operating lease not yet commenced, description we had executed certain facility and land leases for which we did not have control of the underlying assets. Accordingly, we did not record the lease liabilities and right-of-use assets on our Condensed Consolidated Balance Sheets. These leases include future planned attractions for Pursuit that are currently in the planning or development phase and that we expect the lease commencement dates to begin between fiscal years 2021 and 2022 with lease terms of 15 to 47 years
Minimum  
Lessee Lease Description [Line Items]  
Operating lease not yet commenced, term of contract 15 years
Maximum  
Lessee Lease Description [Line Items]  
Operating lease not yet commenced, term of contract 47 years
v3.20.1
Litigation, Claims, Contingencies and Other - Narrative (Details)
3 Months Ended
Mar. 31, 2020
USD ($)
Agreement
Mar. 31, 2019
USD ($)
Loss Contingencies [Line Items]    
Legal settlement   $ 8,500,000
Environmental remediation liability $ 2,300,000  
Maximum potential amount of future payments $ 75,300,000  
Guarantees relate to facilities and equipment leased by the company 2040-01  
Recourse provision to recover guarantees $ 0  
Bargaining agreements | Agreement 100  
Multiemployer plans, withdrawal obligation $ 15,500,000  
Multiemployer plans other withdrawal obligation 200,000  
Self insurance reserve 14,300,000  
Workers' compensation liability 9,800,000  
Self insurance reserve for general and auto 4,500,000  
Self insurance reserve on discontinued operations 2,200,000  
Estimated employee health benefit claims incurred but not yet reported 1,500,000  
Payments for self insurance 1,500,000 $ 1,800,000
Self insurance reserve in which company is the primary obligor 10,000,000.0  
Self insurance reserve in which company is the primary obligor for workers compensation 6,500,000  
Self insurance reserve in which company is the primary obligor for general liability 3,500,000  
Minimum    
Loss Contingencies [Line Items]    
General range on claims 200,000  
Maximum    
Loss Contingencies [Line Items]    
General range on claims 500,000  
GES    
Loss Contingencies [Line Items]    
Legal settlement $ 8,500,000  
v3.20.1
Redeemable Noncontrolling Interest - Narrative (Details) - Esja Attractions ehf. - EUR (€)
3 Months Ended
Mar. 31, 2020
Nov. 03, 2017
Redeemable Noncontrolling Interest [Line Items]    
Percentage of controlling interest acquired   54.50%
EBITDA trailing period 12 months  
Put option right of exercisable period upon earnings 36 months  
Redeemable noncontrolling interest conditions The put option is only exercisable after 36 months of business operation (the “Reference Date”) and if the FlyOver Iceland attraction has earned a minimum of €3.25 million in unadjusted EBITDA during the most recent fiscal year and during the trailing 12-month period prior to exercise (the “Put Option Condition”). The put option is exercisable during a period of 12 months following the Reference Date (the “Option Period”) if the Put Option Condition has been met. If the Put Option Condition has not been met during the first Option Period, the Reference Date will be extended for an additional 12 months up to three times. If after 72 months, the FlyOver Iceland attraction has not achieved the Put Option Condition, the put option expires. If the Put Option Condition is met during any of the Option Periods, yet the shares are not exercised prior to the end of the 12-month Option Period, the put option will expire.   
Put option exercisable period 12 months  
Put option additional exercisable period upon not meeting of conditions 12 months  
FlyOver Iceland    
Redeemable Noncontrolling Interest [Line Items]    
Put option expiration period 72 months  
FlyOver Iceland | Minimum    
Redeemable Noncontrolling Interest [Line Items]    
Unadjusted EBITDA € 3,250,000  
v3.20.1
Redeemable Noncontrolling Interest - Summary of Changes in Redeemable Noncontrolling Interest (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Noncontrolling Interest [Abstract]    
Beginning balance $ 6,172  
Net loss attributable to redeemable noncontrolling interest (517) $ (24)
Adjustment to the redemption value 126  
Foreign currency translation adjustment (873)  
Ending balance $ 4,908  
v3.20.1
Segment Information - Reconciliation of Income Statement Items from Reportable Segments (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Reportable segments reconciliations:    
Total revenue $ 306,008 $ 285,594
Segment operating income (loss) (10,189) (13,069)
Interest income 79 98
Interest expense (4,018) (2,915)
Other expense (419) (455)
Restructuring recoveries (charges) (851) (688)
Impairment charges 88,380  
Loss from continuing operations before income taxes (103,778) (25,529)
GES    
Reportable segments reconciliations:    
Total revenue 292,485 274,927
Pursuit    
Reportable segments reconciliations:    
Total revenue 13,523 10,667
Operating Segments    
Reportable segments reconciliations:    
Segment operating income (loss) (9,416) (11,252)
Operating Segments | GES    
Reportable segments reconciliations:    
Total revenue 292,485 274,927
Segment operating income (loss) 10,858 1,743
Legal settlement   (8,500)
Operating Segments | Pursuit    
Reportable segments reconciliations:    
Total revenue 13,523 10,667
Segment operating income (loss) (20,274) (12,995)
Restructuring recoveries (charges) (1)  
Impairment charges (1,757)  
Intersegment Eliminations | GES    
Reportable segments reconciliations:    
Total revenue (1,989) (2,690)
Intersegment Eliminations | Pursuit    
Reportable segments reconciliations:    
Total revenue (111) (185)
Corporate Eliminations    
Reportable segments reconciliations:    
Segment operating income (loss) [1] 16 16
Corporate    
Reportable segments reconciliations:    
Segment operating income (loss) (789) (1,833)
Restructuring recoveries (charges) (194) (43)
EMEA | Operating Segments | GES    
Reportable segments reconciliations:    
Total revenue 42,716 54,376
Segment operating income (loss) (1,108) 1,135
Restructuring recoveries (charges) (735) (662)
Impairment charges (29,042)  
North America | Operating Segments | GES    
Reportable segments reconciliations:    
Total revenue 251,758 223,241
Segment operating income (loss) 11,966 608
Restructuring recoveries (charges) 79 $ 17
Impairment charges $ (57,581)  
[1] Corporate eliminations represent the elimination of depreciation expense recorded by Pursuit associated with previously eliminated intercompany profit realized by GES for renovations to Pursuit’s Banff Gondola.
v3.20.1
Common and Preferred Stock - Narrative (Details) - USD ($)
3 Months Ended
Mar. 29, 2020
Mar. 31, 2020
Mar. 31, 2019
Feb. 07, 2019
Common Stock Repurchases (Textual) [Abstract]        
Authorized repurchase of additional shares       500,000
Repurchased shares   53,784 0  
Shares remain available for repurchase   546,283    
Common stock purchased for treasury   $ 2,800,000    
Dividends payable, date of record Apr. 13, 2020      
Preferred stock, voting rights one preferred stock purchase right per each outstanding share of Viad common stock to purchase one one-hundredth of a share      
Preferred stock exercise price $ 115,000.00      
Preferred stock, redemption price per share $ 0.01      
Preferred stock, dividend rate, percentage 10.00%      
Preferred stock, redemption date Feb. 28, 2021      
v3.20.1
Subsequent Events - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended
May 31, 2020
Apr. 30, 2020
Mar. 31, 2020
Mar. 17, 2020
2018 Credit Agreement | Revolving Credit Facility        
Subsequent Event [Line Items]        
Remaining borrowing capacity on line of credit     $ 33.8 $ 123.0
Subsequent Event        
Subsequent Event [Line Items]        
Proceeds from Life Insurance Policy $ 24.8      
Subsequent Event | 2018 Credit Agreement | Revolving Credit Facility        
Subsequent Event [Line Items]        
Remaining borrowing capacity on line of credit   $ 31.0    
COVID 19 | Subsequent Event        
Subsequent Event [Line Items]        
Proceeds from Life Insurance Policy $ 24.8      
COVID 19 | Subsequent Event | 2018 Credit Agreement | Revolving Credit Facility        
Subsequent Event [Line Items]        
Remaining borrowing capacity on line of credit   $ 31.0