Viad Corp Common Stock

Item 1A. Risk Factors

Other than the following risk factor set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A  Risk Factors of our 2023 Form 10-K.

We may not complete the sale of our GES business in the timeframe or on the terms we anticipate and, even if we do, we may not be able to realize the full strategic, financial, operational and other benefits that are expected to result from the transaction. On October 20, 2024, we entered into a definitive agreement to sell our GES business to Truelink Capital for $535 million (the GES Sale), subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. The completion of the GES Sale and our receipt of the anticipated proceeds therefrom are subject to a number of risks and uncertainties, including: the satisfaction of closing conditions, including the parties obtaining the necessary regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), and the occurrence of any event, change or other circumstance that could give rise to the termination of the sale agreement. These and other factors could impair our ability to complete the GES Sale in the timeframe and on the terms that we anticipate (or at all), which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Even if the GES Sale is completed, we may not be able to realize the full strategic, financial, operational and other benefits that are expected to result from the transaction, including the deployment of proceeds from the GES Sale to fund the growth of Pursuit as a standalone company through strategic pipeline investments. Our ability to realize the benefits of the GES Sale may be impacted by a number of factors, including, but not limited to: (i) the anticipated tax treatment of the transaction may not be obtained; (ii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the Company after the consummation of the transaction; (iii) potential litigation relating to the transaction that could be instituted against the Company or its directors; (iv) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (v) any negative effects of the announcement, pendency or consummation of the transaction on the market price of our common stock and on our operating results; (vi) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the transaction; (vii) the risk that disruptions from the transaction will harm our business, including current plans and operations or by diverting managements attention from the Companys ongoing business operations; and (viii) our ability to retain and hire key personnel and uncertainties arising from leadership changes. In addition, such benefits may be delayed or less significant than anticipated. We cannot predict with certainty when the benefits expected from the GES Sale will occur or the extent to which they will be achieved, or when they will be achieved, if at all. A failure to realize these and other anticipated benefits of the GES Sale or effectively utilize the proceeds from the GES Sale could have a material adverse impact our business, financial condition and results of operations.

Natural disasters, weather conditions, accidents, and other catastrophic events could negatively affect our business. The occurrence of catastrophic events ranging from natural disasters (such as hurricanes, fires, floods, volcanoes, and earthquakes), acts of war or terrorism, accidents involving our travel offerings or experiences, the effects of climate change, including any impact of global warming, or the prospect of these events could disrupt our business. Changes in climates may increase the frequency and intensity of adverse weather patterns and make certain destinations less desirable.

Such catastrophic events have had, and could in the future have, an adverse impact on Pursuit, which is heavily dependent on the ability and willingness of its guests to travel and/or visit our attractions. Pursuit guests tend to delay or postpone vacations if natural conditions differ from those that typically prevail at competing lodges, resorts, and attractions, and catastrophic events and heightened travel security measures instituted in response to such events could impede the guests ability to travel, and interrupt our business operations, including damaging our properties. For example, on July 22, 2024, Jasper National Park was closed and evacuated due to wildfire activity, and a wildfire entered the Jasper townsite on July 24, 2024. All of Pursuits hotels and attractions in and near the Jasper townsite, as well as our Pyramid Lake Lodge, Miette Mountain Cabins, and Maligne Lake Cruise were not reached by the wildfire and remain intact. Our known property losses have been limited to the  except for Pursuits Maligne Canyon Wilderness Kitchen, a restaurant and retail operation located about three miles outside the town of Jasper. We are currently working with our insurance carriers to determine the extent of potential recoveries from our policies. Assessment of the full value of the loss is ongoing. We expect tThis incident will havehad a negative effect on visitation to our lodging properties in Jasper National Park as well as the Maligne Lake Cruise and the Columbia Icefield attractions (including the Glacier Adventure and Columbia Icefield Skywalk), which could adversely affect our results during the peak 2024 tourist season in Jasper National Park and, depending on the pace and success of operarecovery and 

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restorations and financial condit efforts, the incident could continue to have a negative effect on visitation to these properties in 2025. Also, the accident on July 18, 2020, at Pursuits Glacier Adventure attraction, which involved one of our off-road Ice Explorers and resulted in three fatalities and other serious injuries, may have a negative impact on our reputation and traveler willingness to visit that attraction in the future.

Such catastrophic events could also have a negative impact on GES, causing a cancellation or relocation of exhibitions and other events held in public venues or disrupt the services we provide to our customers at convention centers, exhibition halls, hotels, and other public venues. Such events could also have a negative impact on GES production facilities, preventing us from timely completing exhibit fabrication and other projects for customers. In addition, unfavorable media attention, or negative publicity, in the wake of any catastrophic event or accident could damage our reputation or reduce the demand for our services. If the conditions arising from such events persist or worsen, they could materially and adversely affect our results of operations and financial condition.

In addition to other information set forth in this report, careful consideration should be given to the factors discussed in Part I, Item 1A  Risk Factors and Part II, Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Form 10-K, which could materially affect our business, financial condition, or future results.