NEWS FOR IMMEDIATE RELEASE

Viad Corp Reports 2023 Fourth Quarter and Full Year Results

•	Pursuit delivered record results with 17% full year revenue growth and continued margin expansion

•	GES substantially outperformed expectations with 7% full year revenue growth and healthy margins

•	Strong growth and margin improvement expected again in 2024

SCOTTSDALE, February 8, 2024 -- Viad Corp (NYSE: VVI), a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition management services, and experiential marketing, today reported results for the 2023 fourth quarter and full year.

Steve Moster, Viad’s President and Chief Executive Officer, commented, “We delivered strong fourth quarter and full year results, with consolidated revenue and adjusted EBITDA exceeding the high-end of our guidance. GES’ results significantly surpassed our expectations due to increased corporate client spending on high-margin experiential marketing services. Pursuit posted record revenue and benefited from increased demand for our inspiring and unforgettable attractions and hotels.”

Moster continued, “We are entering 2024 with great momentum as we see robust demand for our extraordinary experiences at both Pursuit and GES. We expect to deliver full year consolidated adjusted EBITDA year-over-year growth of approximately 16% to 30% in 2024 with strong free cash flow.”

Financial Highlights

	Three months ended December 31,									Year ended December 31,
(in millions, except per share data)	2023			2022			% Change			2023			2022			% Change
Revenue	$	291.7		$	248.0			17.6	%	$	1,238.7		$	1,127.3			9.9	%
Pursuit Revenue		42.2			34.1			23.6	%		350.3			299.3			17.0	%
GES Revenue		249.5			213.9			16.6	%		888.4			828.0			7.3	%
Net Income (Loss) Attributable to Viad	$	(15.3	)	$	(5.7	)		**		$	16.0		$	23.2			-31.0	%
Net Income (Loss) Before Other Items* (Adjusted Net Income (Loss))	$	(14.6	)	$	(25.5	)		42.8	%	$	18.6		$	12.3			50.9	%
Income (Loss) Per Common Share Attributable to Viad (Diluted EPS)	$	(0.83	)	$	(0.37	)		**		$	0.30		$	0.53			-43.4	%
Income (Loss) Before Other Items Per Common Share* (Adjusted Diluted EPS)	$	(0.79	)	$	(1.33	)		40.6	%	$	0.39		$	0.16			**
Consolidated Adjusted EBITDA*	$	14.5		$	(2.0	)		**		$	147.0		$	116.1			26.6	%
Pursuit Adjusted EBITDA*		(8.3	)		(11.3	)		25.9	%		92.6			67.9			36.3	%
GES Adjusted EBITDA*		26.6			12.7			**			68.2			61.3			11.3	%
Corporate Adjusted EBITDA*		(3.7	)		(3.5	)		-6.9	%		(13.8	)		(13.1	)		-5.1	%

* Refer to Table Two of this press release for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

** Change is greater than +/- 100 percent.

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In addition to the commentary below, further information regarding our financial results, trends, and outlook are available in a supplemental earnings presentation, which can be accessed on the “Investors” section of our website, and in the financial tables accompanying this press release.

Full Year Results

•	Revenue of $1.2 billion increased $111.4 million (9.9%) from the 2022 full year.

o	Pursuit revenue of $350.3 million increased $51.0 million (17.0%) year-over-year, primarily driven by stronger international tourism to Western Canada and Iceland, as well as revenue management efforts to capture higher revenue per guest.

GES revenue of $888.4 million increased $60.4 million (7.3%) year-over-year, primarily due to improved demand for exhibition management and experiential marketing services, which more than offset a $74 million year-over-year revenue impact from the sale of a non-core audio visual services business in 2022 and the timing of major non-annual shows.

•

Net income attributable to Viad of $16.0 million decreased $7.2 million from the 2022 full year primarily due to a $19.6 million gain on the sale of a non-core audio visual business in the prior year, as well as higher interest expense and income tax expense, partially offset by improved business performance.

o	Net income before other items* (adjusted net income) of $18.6 million increased $6.3 million (50.9%) primarily due to higher adjusted EBITDA, partially offset by increased interest expense and income tax expense.

•	Consolidated adjusted EBITDA* of $147.0 million increased $30.9 million (26.6%) from the 2022 full year.

o	Pursuit adjusted EBITDA* of $92.6 million increased $24.7 million (36.3%) year-over-year primarily driven by higher revenue and improved margin.

o	GES adjusted EBITDA of $68.2 million increased $6.9 million (11.3%) year-over-year primarily driven by higher revenue and improved margin.

Fourth Quarter Results

•	Revenue of $291.7 million increased $43.7 million (17.6%) from the 2022 fourth quarter.

o	Pursuit revenue of $42.2 million increased $8.1 million (23.6%) year-over-year primarily due to higher visitation and improved revenue per guest.

GES revenue of $249.5 million increased $35.6 million (16.6%) year-over-year primarily due to continued underlying growth and about $9 million of incremental revenue from non-annual shows, partially offset by the loss of $13 million in revenue from a non-core audio visual services business that was sold in 2022.

•	Net loss attributable to Viad of $15.3 million increased $9.6 million from the 2022 fourth quarter primarily due to a $19.6 million gain on the sale of a non-core audio visual business in 2022 and higher income tax expense, partially offset by improved business performance.

o	Net loss before other items* (adjusted net loss) of $14.6 million improved by $10.9 million primarily due to higher adjusted EBITDA, partially offset by higher income tax expense.

•	Consolidated adjusted EBITDA* of $14.5 million increased $16.5 million from the 2022 fourth quarter.

o	Pursuit negative adjusted EBITDA* of $8.3 million improved by $2.9 million year-over-year primarily driven by higher revenue during the seasonally slow quarter.

o	GES adjusted EBITDA of $26.6 million increased $13.9 million year-over-year primarily due to higher revenue and improved margin.

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Cash Flow and Balance Sheet Highlights

•	Our cash flow from operations was an outflow of $9.8 million for the fourth quarter and an inflow of $106.7 million for the full year.

•

Our capital expenditures for the fourth quarter totaled $23.6 million, comprising $20.3 million for Pursuit and $3.2 million for GES. For the full year, our capital expenditures totaled $78.3 million, comprising $64.6 million for Pursuit (inclusive of about $39 million for growth projects) and $13.6 million for GES.

•	Our debt principal payments (net) totaled $17.1 million for the fourth quarter and $22.3 million for the full year. We paid cash dividends on our convertible preferred equity of approximately $2.0 million for the fourth quarter and $7.8 million for the full year.

•

Our total liquidity was $160.7 million, comprising cash and cash equivalents of $52.7 million and $108.0 million of capacity available on our revolving credit facility ($170 million total facility size, less $57 million outstanding balance and $5 million in letters of credit) at the end of the year.

•	Our debt was $462.1 million, and our net leverage ratio was 2.6 at the end of the year.

2024 Outlook

Our guidance for Viad consolidated, Pursuit, and GES is as follows:

(in millions)	First Quarter	Full Year
Viad Consolidated
Revenue	$260 to $284	Up high-single to low-double digits
Adjusted EBITDA	$(0.5) to $7.5	$171 to $191
Cash flow from Operations	$5 to $15	$120 to $140
Capital Expenditures	$25 to $30 (including growth capex of ~$10)	$65 to $70 (including growth capex of ~$20)
Pursuit
Revenue	$35 to $39	Up mid-single digits
Adjusted EBITDA	$(12) to $(8)	$105 to $115
Key Assumptions	• FlyOver Chicago opens in March 2024 • Strong demand for Pursuit’s iconic, unforgettable, inspiring experiences • Continued growth of international leisure travel

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(in millions)	First Quarter	Full Year
GES
Revenue	$225 to $245	Up low-double digits
Adjusted EBITDA	$15 to $19	$80 to $90
Key Assumptions	• Major non-annual shows (~$65M of incremental revenue vs. 2023, primarily in the third quarter) • Strong demand for GES’ experiential marketing and exhibition management services • Increased exhibition and event show sizes

Conference Call Details

Management will host a conference call to review fourth quarter and full year 2023 results on Thursday, February 8, 2024, at 5 p.m. (Eastern Time).

The conference call can be accessed with operator assistance by calling (404) 975-4839 or (833) 470-1428 and entering the access code 092660.

To avoid wait time and bypass speaking with an operator to join the call, participants can pre-register using the following registration link: https://www.netroadshow.com/events/login?show=0de1640f&confId=59653. After registering, a calendar invitation will be sent that includes dial-in information as well as unique codes for entry into the live call. We recommend that you register in advance to ensure access for the full call.

A live audio webcast of the call will also be available in listen-only mode through the “Investors” section of our website. A replay of the webcast will be available on our website shortly after the call and, for a limited time, by calling (929) 458-6194 or (866) 813-9403 and entering the access code 706058.

Additionally, we posted a supplemental earnings presentation, containing our financial results, trends and outlook, on the “Investors” section of our website prior to the conference call. We will refer to this presentation during the call.

About Viad

Viad (NYSE: VVI), is a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition management services, and experiential marketing through two businesses: Pursuit and GES. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company.

Pursuit is a global attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations. Pursuit’s elevated hospitality experiences enable visitors to discover and connect with world-class attractions, distinctive lodges, and engaging tours in stunning national parks and renowned global travel locations, in addition to experiencing our collection of Flyover Attractions in the vibrant cities of Vancouver, Reykjavik, Las Vegas, and Chicago (opening March 2024).

GES is a global exhibition management and experiential marketing company offering a comprehensive range of services to the world’s leading event organizers and brands through two reportable segments, GES Exhibitions and Spiro. GES Exhibitions is a global exhibition and trade show management business that partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows with teams throughout North America, Europe, and the Middle East. Spiro is a global experiential marketing agency that partners with leading brands around the world to manage and elevate their experiential marketing activities, bonding brand and customer.

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For more information, visit www.viad.com.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:

•	general economic uncertainty in key global markets and a worsening of global economic conditions;

•	travel industry disruptions;

•	the impact of our overall level of indebtedness, as well as our financial covenants, on our operational and financial flexibility;

•	identified material weaknesses in our internal control over financial reporting;

•	seasonality of our businesses;

•	the impact of the COVID-19 pandemic on our financial condition, liquidity, and cash flow;

•	our ability to anticipate and adjust for new and emerging challenges presented by the ramifications of the COVID-19 pandemic on our businesses;

•	unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;

•	our exposure to labor shortages, turnover, and labor cost increases;

•	the importance of key members of our account teams to our business relationships;

•	our ability to manage our business and continue our growth if we lose any of our key personnel;

•	the competitive nature of the industries in which we operate;

•	our dependence on large exhibition event clients;

•	adverse effects of show rotation on our periodic results and operating margins;

•	transportation disruptions and increases in transportation costs;

•	natural disasters, weather conditions, accidents, and other catastrophic events;

•	our exposure to labor cost increases and work stoppages related to unionized employees;

•	our multi-employer pension plan funding obligations;

•	our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;

•	our exposure to cybersecurity attacks and threats;

•	our exposure to currency exchange rate fluctuations;

•	liabilities relating to prior and discontinued operations; and

•	compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data.

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For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.

Forward-Looking Non-GAAP Measures

The company has not quantitatively reconciled its guidance for adjusted EBITDA to its respective most comparable GAAP financial measure because certain reconciling items that impact this metric, including provision for income taxes, interest expense, restructuring or impairment charges, acquisition-related costs, and attraction start-up costs have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, reconciliations to the nearest GAAP financial measure are not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results as reported under GAAP.

Contact

Carrie Long or Michelle Porhola

Investor Relations

(602) 207-2681

ir@viad.com

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VIAD CORP AND SUBSIDIARIES TABLE ONE - QUARTERLY AND FULL YEAR RESULTS (UNAUDITED)


	Three months ended December 31,												Year ended December 31,
(in thousands, except per share data)	2023			2022			$ Change			% Change			2023			2022			$ Change			% Change

Revenue:
Pursuit	$	42,208		$	34,148		$	8,060			23.6	%	$	350,285		$	299,327		$	50,958			17.0	%
GES:
Spiro		83,554			72,123			11,431			15.8	%		283,171			277,641			5,530			2.0	%
GES Exhibitions		168,272			143,577			24,695			17.2	%		614,418			557,880			56,538			10.1	%
Inter-segment eliminations		(2,355	)		(1,821	)		(534	)		-29.3	%		(9,194	)		(7,537	)		(1,657	)		-22.0	%
Total GES		249,471			213,879			35,592			16.6	%		888,395			827,984			60,411			7.3	%
Total revenue	$	291,679		$	248,027		$	43,652			17.6	%	$	1,238,680		$	1,127,311		$	111,369			9.9	%

Segment operating income (loss):
Pursuit	$	(18,693	)	$	(20,091	)	$	1,398			7.0	%	$	53,381		$	24,031		$	29,350			**
GES:
Spiro		12,091			4,805			7,286			**			23,723			23,133			590			2.6	%
GES Exhibitions		11,104			3,992			7,112			**			31,339			21,780			9,559			43.9	%
Total GES		23,195			8,797			14,398			**			55,062			44,913			10,149			22.6	%
Segment operating income (loss)	$	4,502		$	(11,294	)	$	15,796			**		$	108,443		$	68,944		$	39,499			57.3	%
Corporate eliminations		10			16			(6	)		-37.5	%		59			67			(8	)		-11.9	%
Corporate activities		(3,785	)		(3,537	)		(248	)		-7.0	%		(14,040	)		(13,418	)		(622	)		-4.6	%
Gain on sale of ON Services (Note A)		-			19,637			(19,637	)		-100.0	%		(204	)		19,637			(19,841	)		**
Restructuring (charges) recoveries (Note B)		(49	)		408			(457	)		**			(1,174	)		(3,059	)		1,885			61.6	%
Impairment charges		-			-			-			**			-			(583	)		583			-100.0	%
Other expense, net		(500	)		(547	)		47			8.6	%		(2,033	)		(2,077	)		44			2.1	%
Net interest expense (Note C)		(10,897	)		(11,001	)		104			0.9	%		(47,978	)		(34,891	)		(13,087	)		-37.5	%
Income (loss) from continuing operations before income taxes		(10,719	)		(6,318	)		(4,401	)		-69.7	%		43,073			34,620			8,453			24.4	%
Income tax expense (Note D)		(5,176	)		(386	)		(4,790	)		**			(18,799	)		(9,973	)		(8,826	)		-88.5	%
Income (loss) from continuing operations		(15,895	)		(6,704	)		(9,191	)		**			24,274			24,647			(373	)		-1.5	%
Income (loss) from discontinued operations (Note E)		33			(137	)		170			**			(822	)		148			(970	)		**
Net income (loss)		(15,862	)		(6,841	)		(9,021	)		**			23,452			24,795			(1,343	)		-5.4	%
Net (income) loss attributable to noncontrolling interest		385			708			(323	)		-45.6	%		(7,836	)		(2,323	)		(5,513	)		**
Net loss attributable to redeemable noncontrolling interest		131			394			(263	)		-66.8	%		401			748			(347	)		-46.4	%
Net income (loss) attributable to Viad	$	(15,346	)	$	(5,739	)	$	(9,607	)		**		$	16,017		$	23,220		$	(7,203	)		-31.0	%

Amounts Attributable to Viad:
Income (loss) from continuing operations	$	(15,379	)	$	(5,602	)	$	(9,777	)		**		$	16,839		$	23,072		$	(6,233	)		-27.0	%
Income (loss) from discontinued operations (Note E)		33			(137	)		170			**			(822	)		148			(970	)		**
Net income (loss)	$	(15,346	)	$	(5,739	)	$	(9,607	)		**		$	16,017		$	23,220		$	(7,203	)		-31.0	%

Income (loss) per common share attributable to Viad (Note F):
Basic income (loss) per common share	$	(0.83	)	$	(0.37	)	$	(0.46	)		**		$	0.30		$	0.54		$	(0.24	)		-44.4	%
Diluted income (loss) per common share	$	(0.83	)	$	(0.37	)	$	(0.46	)		**		$	0.30		$	0.53		$	(0.23	)		-43.4	%

Weighted-average common shares outstanding:
Basic weighted-average outstanding common shares		20,942			20,656			286			1.4	%		20,855			20,589			266			1.3	%
Additional dilutive shares related to share-based compensation		-			-			-			**			242			223			19			8.5	%
Diluted weighted-average outstanding common shares		20,942			20,656			286			1.4	%		21,097			20,812			285			1.4	%

Adjusted EBITDA* by Reportable Segment:
Pursuit	$	(8,332	)	$	(11,251	)	$	2,919			25.9	%	$	92,623		$	67,949		$	24,674			36.3	%
GES:
Spiro		12,451			5,795			6,656			**			25,903			26,975			(1,072	)		-4.0	%
GES Exhibitions		14,140			6,926			7,214			**			42,273			34,282			7,991			23.3	%
Total GES		26,591			12,721			13,870			**			68,176			61,257			6,919			11.3	%
Corporate		(3,717	)		(3,476	)		(241	)		-6.9	%		(13,754	)		(13,089	)		(665	)		-5.1	%
Consolidated Adjusted EBITDA	$	14,542		$	(2,006	)	$	16,548			**		$	147,045		$	116,117		$	30,928			26.6	%

	As of December 31,
Capitalization Data:		2023			2022		$ Change			% Change
Cash and cash equivalents	$	52,704		$	59,719		$	(7,015	)		-11.7	%
Total debt		462,128			481,792			(19,664	)		-4.1	%
Viad shareholders' equity		41,392			14,530			26,862			**
Non-controlling interests (redeemable and non-redeemable)		93,921			87,266			6,655			7.6	%
Convertible Series A Preferred Stock (Note G):
Convertible preferred stock (including accumulated dividends paid in kind)***		141,827			141,827			-			0.0	%
Equivalent number of common shares		6,674			6,674			-			0.0	%

* Refer to Table Two for a discussion and reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

** Change is greater than +/- 100 percent

*** Amount shown excludes transaction costs, which are netted against the value of the preferred shares when presented on Viad's balance sheet.

VIAD CORP AND SUBSIDIARIES TABLE ONE - NOTES TO QUARTERLY AND FULL YEAR RESULTS (UNAUDITED)
(A)	Gain on Sale of ON Services — On December 15, 2022, we completed the sale of substantially all of the assets of GES’ United States audio-visual production business, ON Services. We recognized a gain on sale of approximately $19.6 million.

(B)	Restructuring (Charges) Recoveries – Restructuring charges during the years ended 2023 and 2022 were primarily related to our 2022 transformation and streamlining efforts at GES to significantly reduce costs and create a lower and more flexible cost structure focused on servicing our more profitable market segments.

(C)	Net Interest Expense – The increase in interest expense during the year ended 2023 relative to 2022 was primarily due to higher interest rates in 2023.

(D)	Income Tax Expense – The effective tax rate was 43.6% for the year ended December 31, 2023 and 28.8% for the year ended December 31, 2022. We generated higher income in 2023 than 2022 in our tax jurisdictions without a valuation allowance (VA) and were not able to recognize a benefit on losses in our jurisdictions with a VA. The effective tax rate was negative 48.3% for the three months ended December 31, 2023 and 6.1% for the three months ended December 31, 2022. In the fourth quarter of 2023, we generated higher income in our tax jurisdictions without a VA than in 2022 and were not able to recognize a benefit on losses in our jurisdictions with a VA.

(E)	Income (Loss) from Discontinued Operations — The loss from discontinued operations during the year ended 2023 was primarily due to legal matters related to previously sold operations.

(F)	Income (Loss) per Common Share — We apply the two-class method in calculating income (loss) per common share as preferred stock and unvested share-based payment awards that contain nonforteitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income per share.

	Diluted income (loss) per common share is calculated using the more dilutive of the two-class method or as-converted method. The two-class method uses net income (loss) available to common stockholders and assumes conversion of all potential shares other than participating securities. The as-converted method uses net income (loss) available to common shareholders and assumes conversion of all potential shares including participating securities. Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock.

	Additionally, the adjustment to the carrying value of redeemable non-controlling interests is reflected in income (loss) per common share.

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

	Three months ended December 31,												Year ended December 31,
(in thousands)	2023			2022			$ Change			% Change			2023			2022			$ Change			% Change

Net income (loss) attributable to Viad	$	(15,346	)	$	(5,739	)	$	(9,607	)		**		$	16,017		$	23,220		$	(7,203	)		-31.0	%
Convertible preferred stock dividends paid in cash		(1,950	)		(1,950	)		-			0.0	%		(7,801	)		(7,801	)		-			0.0	%
Adjustment to the redemption value of redeemable noncontrolling interest		-			-			-			**			-			(763	)		763			-100.0	%
Undistributed income (loss) attributable to Viad		(17,296	)		(7,689	)		(9,607	)		**			8,216			14,656			(6,440	)		-43.9	%
Less: Allocation to participating securities		-			-			-			**			(1,993	)		(3,600	)		1,607			44.6	%
Net income (loss) allocated to Viad common shareholders (basic)	$	(17,296	)	$	(7,689	)	$	(9,607	)		**		$	6,223		$	11,056		$	(4,833	)		-43.7	%
Add: Allocation to participating securities		-			-			-			**			18			30			-			-40.0	%
Net income (loss) allocated to Viad common shareholders (diluted)	$	(17,296	)	$	(7,689	)	$	(9,607	)		**		$	6,241		$	11,086		$	(4,833	)		-43.7	%

Basic weighted-average outstanding common shares		20,942			20,656			286			1.4	%		20,855			20,589			266			1.3	%
Additional dilutive shares related to share-based compensation		-			-			-			**			242			223			19			8.5	%
Diluted weighted-average outstanding common shares		20,942			20,656			286			1.4	%		21,097			20,812			285			1.4	%

(G)

Convertible Series A Preferred Stock — On August 5, 2020, we entered into an Investment Agreement with funds managed by private equity firm Crestview Partners, relating to the issuance of 135,000 shares of newly issued Convertible Series A Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $135 million or $1,000 per share. The Convertible Series A Preferred Stock carries a 5.5% cumulative quarterly dividend, which is payable in cash or in-kind at Viad’s option and is convertible into shares of our common stock at a conversion price of $21.25 per share.

VIAD CORP AND SUBSIDIARIES

TABLE TWO - NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

IMPORTANT DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES

This document includes the presentation of "Income (Loss) Before Other Items", "Adjusted EBITDA", "Segment Operating Income (Loss)", and "Adjusted Segment Operating Income (Loss)", which are supplemental to results presented under accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures are utilized by management to facilitate period-to-period comparisons and analysis of Viad’s operating performance and should be considered in addition to, but not as substitutes for, other similar measures reported in accordance with GAAP. The use of these non-GAAP financial measures is limited, compared to the GAAP measure of net income attributable to Viad, because they do not consider a variety of items affecting Viad’s consolidated financial performance as reconciled below. Because these non-GAAP measures do not consider all items affecting Viad’s consolidated financial performance, a user of Viad’s financial information should consider net income attributable to Viad as an important measure of financial performance because it provides a more complete measure of the Company’s performance.

Income (Loss) Before Other Items, Segment Operating Income (Loss), and Adjusted Segment Operating Income (Loss) are considered useful operating metrics, in addition to net income attributable to Viad, as potential variations arising from non-operational expenses/income are eliminated, thus resulting in additional measures considered to be indicative of Viad’s performance. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business. Management also believes that the presentation of Adjusted EBITDA for acquisitions and other major capital projects enables investors to assess how effectively management is investing capital into major corporate development projects, both from a valuation and return perspective.

	Three months ended December 31,												Year ended December 31,
(in thousands, except per share data)	2023			2022			$ Change			% Change			2023			2022			$ Change			% Change
Net income (loss) before other items (adjusted net income (loss)):
Net income (loss) attributable to Viad	$	(15,346	)	$	(5,739	)	$	(9,607	)		**		$	16,017		$	23,220		$	(7,203	)		-31.0	%
(Income) loss from discontinued operations attributable to Viad		(33	)		137			(170	)		**			822			(148	)		970			**
Income (loss) from continuing operations attributable to Viad		(15,379	)		(5,602	)		(9,777	)		**			16,839			23,072			(6,233	)		-27.0	%
Gain on sale of ON Services, pre-tax		-			(19,637	)		19,637			-100.0	%		204			(19,637	)		19,841			**
Restructuring charges (recoveries), pre-tax		49			(408	)		457			**			1,174			3,059			(1,885	)		-61.6	%
Impairment charges, pre-tax		-			-			-			**			-			583			(583	)		-100.0	%
Acquisition-related costs and other non-recurring expenses, pre-tax (Note A)		1,002			572			430			75.2	%		3,237			3,884			(647	)		-16.7	%
Remeasurement of finance lease obligation attributable to Viad, pre-tax (Note B)		(267	)		(410	)		143			34.9	%		(865	)		2,120			(2,985	)		**
Tax expense (benefit) on above items		20			16			4			25.0	%		113			(755	)		868			**
Favorable tax matters		-			-			-			**			(2,103	)		-			(2,103	)		**
Net income (loss) before other items (adjusted net income (loss))	$	(14,575	)	$	(25,469	)	$	10,894			42.8	%	$	18,599		$	12,326		$	6,273			50.9	%


The components of net income (loss) before other items per common share (adjusted diluted EPS) are as follows:

Net income (loss) before other items (adjusted net income (loss)) (as reconciled above)	$	(14,575	)	$	(25,469	)	$	10,894			42.8	%	$	18,599		$	12,326		$	6,273			50.9	%
Convertible preferred stock dividends paid in cash		(1,950	)		(1,950	)		-			0.0	%		(7,801	)		(7,801	)		-			0.0	%
Undistributed income (loss) before other items attributable to Viad (Note C)		(16,525	)		(27,419	)		10,894			39.7	%		10,798			4,525			6,273			**
Less: Allocation to participating securities (Note D)		-			-			-			**			(2,596	)		(1,102	)		(1,494	)		**
Diluted income (loss) before other items allocated to Viad common shareholders	$	(16,525	)	$	(27,419	)	$	10,894			39.7	%	$	8,202		$	3,423		$	4,779			**

Diluted weighted-average outstanding common shares		20,942			20,656			286			1.4	%		21,097			20,812			285			1.4	%

Income (loss) before other items per common share (adjusted diluted EPS)	$	(0.79	)	$	(1.33	)	$	0.54			40.6	%	$	0.39		$	0.16		$	0.23			**


(A) Acquisition-related costs and other non-recurring expenses include:
	Three months ended December 31,												Year ended December 31,
(in thousands)		2023			2022									2023			2022
Acquisition integration costs - Pursuit¹	$	-		$	101								$	30		$	237
Acquisition transaction-related costs - Pursuit¹		158			24									342			1,259
Acquisition transaction-related costs - Corporate²		26			29									43			68
Attraction start-up costs^{1, 3}		814			418									2,723			2,169
Other non-recurring expenses^{2, 4}		4			-									99			151
Acquisition-related and other non-recurring expenses, pre-tax	$	1,002		$	572								$	3,237		$	3,884

	¹ Included in segment operating loss
	² Included in corporate activities
	³ Includes costs related to the development of Pursuit's new FlyOver attractions in Chicago and Toronto, and Forest Park Hotel in Canada.
	⁴ Includes non-capitalizable fees and expenses related to Viad’s credit facility refinancing efforts.

(B)	Remeasurement of finance lease obligation attributable to Viad represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation that is attributed to Viad’s 51% interest in Sky Lagoon.

(C)	We exclude the adjustment to the redemption value of redeemable noncontrolling interest from the calculation of income before other items per share as it is a non-cash adjustment that does not affect net income or loss attributable to Viad.

(D)	Preferred stock and unvested share-based payment awards that contain nonforteitable rights to dividends are considered participating securities. Accordingly, such securities are included in the earnings allocation in calculating income (loss) before other items per common share unless the effect of such inclusion is anti-dilutive. The following table provides the share data used for calculating the allocation to participating securities if applicable:

	Three months ended December 31,				Year ended December 31,
(in thousands)	2023		2022		2023		2022
Weighted-average outstanding common shares		20,942		20,656		21,097		20,812
Effect of participating convertible preferred shares (if applicable)		-		-		6,674		6,674
Effect of participating non-vested shares (if applicable)		-		-		2		29
Weighted-average shares including effect of participating interests (if applicable)		20,942		20,656		27,773		27,515

** Change is greater than +/- 100 percent

VIAD CORP AND SUBSIDIARIES TABLE TWO - NON-GAAP FINANCIAL MEASURES (CONTINUED) (UNAUDITED)


	Three months ended December 31,												Year ended December 31,
($ in thousands)	2023			2022			$ Change			% Change			2023			2022			$ Change			% Change

Viad Consolidated:
Revenue	$	291,679		$	248,027		$	43,652			17.6	%	$	1,238,680		$	1,127,311		$	111,369			9.9	%

Net income (loss) attributable to Viad	$	(15,346	)	$	(5,739	)	$	(9,607	)		**		$	16,017		$	23,220		$	(7,203	)		-31.0	%
Net income (loss) attributable to noncontrolling interest		(385	)		(708	)		323			45.6	%		7,836			2,323			5,513			**
Net loss attributable to redeemable noncontrolling interest		(131	)		(394	)		263			66.8	%		(401	)		(748	)		347			46.4	%
(Income) loss from discontinued operations		(33	)		137			(170	)		**			822			(148	)		970			**
Net interest expense		10,897			11,001			(104	)		-0.9	%		47,978			34,891			13,087			37.5	%
Income tax expense		5,176			386			4,790			**			18,799			9,973			8,826			88.5	%
Depreciation and amortization		13,336			13,041			295			2.3	%		51,043			52,483			(1,440	)		-2.7	%
Gain on sale of ON Services		-			(19,637	)		19,637			-100.0	%		204			(19,637	)		19,841			**
Restructuring charges (recoveries)		49			(408	)		457			**			1,174			3,059			(1,885	)		-61.6	%
Impairment charges		-			-			-			**			-			583			(583	)		-100.0	%
Other expense, net		500			547			(47	)		-8.6	%		2,033			2,077			(44	)		-2.1	%
Start-up costs (A)		814			418			396			94.7	%		2,723			2,169			554			25.5	%
Acquisition transaction-related costs		184			53			131			**			385			1,327			(942	)		-71.0	%
Integration costs		-			101			(101	)		-100.0	%		30			237			(207	)		-87.3	%
Other non-recurring expenses		4			-			4			**			99			151			(52	)		-34.4	%
Remeasurement of finance lease obligation (B)		(523	)		(804	)		281			35.0	%		(1,697	)		4,157			(5,854	)		**
Consolidated Adjusted EBITDA	$	14,542		$	(2,006	)	$	16,548			**		$	147,045		$	116,117		$	30,928			26.6	%
Adjusted EBITDA attributable to noncontrolling interest		(1,131	)		(246	)		(885	)		**			(15,904	)		(10,950	)		(4,954	)		-45.2	%
Consolidated Adjusted EBITDA attributable to Viad	$	13,411		$	(2,252	)	$	15,663			**		$	131,141		$	105,167		$	25,974			24.7	%

Consolidated Adjusted EBITDA by Business:
Pursuit	$	(8,332	)	$	(11,251	)	$	2,919			25.9	%	$	92,623		$	67,949		$	24,674			36.3	%
Total GES		26,591			12,721			13,870			**			68,176			61,257			6,919			11.3	%
Total Segment EBITDA		18,259			1,470			16,789			**			160,799			129,206			31,593			24.5	%
Corporate EBITDA		(3,717	)		(3,476	)		(241	)		-6.9	%		(13,754	)		(13,089	)		(665	)		-5.1	%
Consolidated Adjusted EBITDA	$	14,542		$	(2,006	)	$	16,548			**		$	147,045		$	116,117		$	30,928			26.6	%


Pursuit Adjusted EBITDA:
Revenue	$	42,208		$	34,148		$	8,060			23.6	%	$	350,285		$	299,327		$	50,958			17.0	%
Cost of services and products		(60,901	)		(54,239	)		(6,662	)		-12.3	%		(296,904	)		(275,296	)		(21,608	)		-7.8	%
Segment operating income (loss)		(18,693	)		(20,091	)		1,398			7.0	%		53,381			24,031			29,350			**
Depreciation		8,816			7,926			890			11.2	%		32,937			31,075			1,862			6.0	%
Amortization		1,096			1,175			(79	)		-6.7	%		4,907			5,021			(114	)		-2.3	%
Start-up costs (A)		814			418			396			94.7	%		2,723			2,169			554			25.5	%
Acquisition transaction-related costs		158			24			134			**			342			1,259			(917	)		-72.8	%
Integration costs		-			101			(101	)		-100.0	%		30			237			(207	)		-87.3	%
Remeasurement of finance lease obligation (B)		(523	)		(804	)		281			35.0	%		(1,697	)		4,157			(5,854	)		**
Adjusted EBITDA	$	(8,332	)	$	(11,251	)	$	2,919			25.9	%	$	92,623		$	67,949		$	24,674			36.3	%
Adjusted EBITDA attributable to noncontrolling interest		(1,131	)		(246	)		(885	)		**			(15,904	)		(10,950	)		(4,954	)		-45.2	%
Adjusted EBITDA attributable to Viad	$	(9,463	)	$	(11,497	)	$	2,034			17.7	%	$	76,719		$	56,999		$	19,720			34.6	%

Pursuit Operating margin		-44.3	%		-58.8	%					14.5	%		15.2	%		8.0	%					7.2	%
Pursuit Adjusted EBITDA margin		-19.7	%		-32.9	%					13.2	%		26.4	%		22.7	%					3.7	%


Total GES Adjusted EBITDA:
Revenue	$	249,471		$	213,879		$	35,592			16.6	%	$	888,395		$	827,984		$	60,411			7.3	%
Cost of services and products		(226,276	)		(205,082	)		(21,194	)		-10.3	%		(833,333	)		(783,071	)		(50,262	)		-6.4	%
Segment operating income		23,195			8,797			14,398			**			55,062			44,913			10,149			22.6	%
Depreciation		2,427			2,802			(375	)		-13.4	%		9,202			11,914			(2,712	)		-22.8	%
Amortization		969			1,122			(153	)		-13.6	%		3,912			4,430			(518	)		-11.7	%
Total GES Adjusted EBITDA	$	26,591		$	12,721		$	13,870			**		$	68,176		$	61,257		$	6,919			11.3	%

Total GES Operating margin		9.3	%		4.1	%					5.2	%		6.2	%		5.4	%					0.8	%
Total GES Adjusted EBITDA margin		10.7	%		5.9	%					4.7	%		7.7	%		7.4	%					0.3	%

GES Adjusted EBITDA by Reportable Segment:
Spiro	$	12,451		$	5,795		$	6,656			**		$	25,903		$	26,975		$	(1,072	)		-4.0	%
GES Exhibitions		14,140			6,926			7,214			**			42,273			34,282			7,991			23.3	%
Total GES	$	26,591		$	12,721		$	13,870			**		$	68,176		$	61,257		$	6,919			11.3	%

Spiro Revenue	$	83,554		$	72,123		$	11,431			15.8	%	$	283,171		$	277,641		$	5,530			2.0	%

Spiro Adjusted EBITDA Margin		14.9	%		8.0	%					6.9	%		9.1	%		9.7	%					-0.6	%

GES Exhibitions Revenue	$	168,272		$	143,577		$	24,695			17.2	%	$	614,418		$	557,880		$	56,538			10.1	%

GES Exhibitions Adjusted EBITDA Margin		8.4	%		4.8	%					3.6	%		6.9	%		6.1	%					0.7	%

(A) Includes costs related to the development of Pursuit's new FlyOver attractions in Chicago and Toronto, and Forest Park Hotel in Canada.
(B) Remeasurement of finance lease obligation represents the non-cash foreign exchange loss/(gain) included within Cost of Services related to the periodic remeasurement of the Sky Lagoon finance lease obligation.