SEC Comment Letter 0000000000-24-005815 to VIAD CORP (VVI) (CIK 0000884219) (PRSU)
VIAD CORP (VVI) (CIK 0000884219)
Date: May 20, 2024 · CIK: 0000884219 · Accession: 0000000000-24-005815
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11015
Letter
United States securities and exchange commission logo May 20, 2024 Ellen Ingersoll Chief Financial Officer Viad Corp 7000 East 1st Avenue Scottsdale, AZ 85251-4304 Re:Viad Corp Form 10-K For Fiscal Year Ended December 31, 2023 File No. 001-11015 Dear Ellen Ingersoll: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K For Fiscal Year Ended December 31, 2023 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measure, page 27 1.We note your present total segment operating income, which is a non-GAAP measure and should be reconciled to the most directly comparable GAAP measure. However, once reconciled it would appear such measure may include adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for “Corporate” expenses appears to present non-GAAP measures that exclude normal, recurring, cash operating expenses. Therefore, please revise to remove this measure from your periodic filings, and Form 8-K earnings releases. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04 of the non-GAAP C&DIs.
FirstName LastNameEllen Ingersoll Comapany NameViad Corp May 20, 2024 Page 2 FirstName LastName Ellen Ingersoll Viad Corp May 20, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398, if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
May 20, 2024
Ellen Ingersoll
Chief Financial Officer
Viad Corp
7000 East 1st Avenue
Scottsdale, AZ 85251-4304
Re:Viad Corp
Form 10-K For Fiscal Year Ended December 31, 2023
File No. 001-11015
Dear Ellen Ingersoll:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K For Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measure, page 27
1.We note your present total segment operating income, which is a non-GAAP measure and
should be reconciled to the most directly comparable GAAP measure. However, once
reconciled it would appear such measure may include adjustments that are inconsistent
with the applicable non-GAAP guidance. In this regard, adjusting for “Corporate”
expenses appears to present non-GAAP measures that exclude normal, recurring, cash
operating expenses. Therefore, please revise to remove this measure from your periodic
filings, and Form 8-K earnings releases. Refer to Item 10(e)(1)(i)(B) of Regulation S-K
and Questions 100.01 and 104.04 of the non-GAAP C&DIs.
FirstName LastNameEllen Ingersoll
Comapany NameViad Corp
May 20, 2024 Page 2
FirstName LastName
Ellen Ingersoll
Viad Corp
May 20, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398, if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services