Emerald Holding, Inc.

Good morning and welcome to the Emerald Holdings Inc. Third Quarter 2022 Earnings Conference Call. Before we begin, let me remind everyone that this call will include certain statements that constitute forward-looking statements with the meaning of the Private Securities Litigation Reform Act of 1995. These include remarks about future expectations, beliefs, estimates, plans, and prospects. In particular, the company's statements about projected results for 2022 and 2023 are forward-looking statements. Such statements are subject to a variety of risk, uncertainties, and other factors that could cause actual results to differ materially from those indicated or implied by such statements. Such risk and other factors are set forth in the company's most recently filed periodic reports on the Form 10-K and Form 10-Q and subsequent filings. The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, management will discuss non-GAAP measures, which it believes can be useful in evaluating the company's performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with US GAAP. The reconciliation of these non-GAAP measures to the most comparable GAAP measure can be found in the company's earnings release. As a reminder, this conference is being recorded and a replay of this call will be available on the investor section of the company's website through 1159 p.m. Eastern Time on November 10, 2022. I'd now like to turn the call over to Mr. Hervé Sedky, President and Chief Executive Officer. Please go ahead.

Thank you, Paul, and good morning, everyone. I'm pleased to be with all of you today to discuss our third quarter results. We produced another strong quarter, focusing on our core services of live event connections, alongside content and commerce as our business continues to progress towards pre-pandemic levels. Our story is simple. We produce industry-leading live business-to-business events and trade shows, which are complemented by our content and SaaS e-commerce offerings, adding to our customers' return on investment. We have several growth leaders at our disposal, including one, the multi-year post-COVID recovery of live events that's taking place. Two, our unrelenting focus on customer centricity and satisfaction, which drives retention and opportunity to attract new exhibitors, sponsors, and participants. Three, pricing, which has always been a tool in our toolkit. Four, new event launches. Five, continued high-quality mergers and acquisitions. And six, exciting growth from our SaaS e-commerce platform that is complementary to our live events and helps our customers generate higher returns on investment. Combined with our strong balance sheets and tremendous free cash flow characteristics, we are optimistic about the future ahead. Before we begin, I'd like to note that during the quarter, we received final proceeds of 149 million dollars related to our insurance litigation settlement for the events that were impacted by the COVID-19 pandemic in 2020 and 2021, bringing total pandemic related insurance proceeds to 373 million dollars. David Doft, our CFO, will discuss this further in the financial section, but suffice for me to say, we are pleased with the outcome that contributes significant liquidity, and we're looking forward to focusing on growing the business. I also want to say how pleased we were with last month's edition of Advertising Week in New York City. This was the first iteration of the event since Emerald's acquisition of that world-class brand in June, and we couldn't be more pleased with the results. The show brought together 12,000 attendees from 47 countries over four days that included over 1,000 speakers and exceeded both pre-pandemic attendance and revenue levels. It was extraordinary to see the breadth of attendees that went far beyond the traditional names in the marketing space and included some of the biggest tech companies and consumer brands in the world. This is also a great example of the type of business Emerald is becoming, premier events with broad audiences that generate stable cash flows as well as growth opportunities when plugged into the Emerald platform. The team at Advertising Week has been a pleasure to work with, and we look forward to benefiting more from their expertise and industry connections as we work together to grow and enhance the Advertising Week business. Now, turning to our third quarter highlights, we have 25 live in-person events with more than 79,000 attendees and 3,900 exhibiting companies. We remind you, when you're looking at year-over-year costs, our third quarter of last year reflects elevated levels of activity, as many shows that were originally scheduled for the first half of 2021 were pushed into 3Q because of COVID-related delays. These shows that took place off schedule in Q3 2021 returned to their regular day slots earlier in 2022. Adjusting for the timing of those shows, we saw a nice acceleration of our business this quarter and year-to-date. Importantly, we continue to be pleased with the recovery of in-person events and expect exhibitor and attendee counts to continue increasing as we close the gap and eventually surpass pre-pandemic levels. We expect almost one quarter of our shows this year will meet or exceed pre-pandemic revenues. And while certain brands still have a way to go, others are already well ahead. This is consistent with what we expected as with what others in our sector are experiencing. These positive trends continue to validate the substantial value of our in-person shows. In contrast to business meetings, many of which have shifted permanently to virtual formats, In person, B2B trade shows remain an essential part of customers' marketing and travel budgets. They provide a high return on investment and often are their single biggest selling event of the year. Trade shows offer a consolidated space to generate new leads and sales, introduce new products, network with peers, and grow customer relationships. Consider that your average buyer at one of these events is purchasing unit counts in the hundreds, thousands, or even tens of thousands. The ability to be there in person, to touch and feel the products, talk to suppliers, and compare alternatives is essential. Post-pandemic surveys continue to validate this value, and the recent PwC Global Entertainment and Media Outlook report projects that the market for B2B trade shows will grow at a compound annual growth rate in the high teens from 2021 to 2026. Given these positive industry trends, We have embedded opportunities in our core trade show business to drive revenue growth through pricing for space rentals at our events. We've maintained pricing power for the simple reason that our shows are an investment that generates a high return for our customers. They're able to spend as long as we're able to deliver value, and we are laser focused on delivering greater value. As our shows ramp it back to pre-pandemic capacity, exhibitor attendance and space rates are the two biggest drivers of our organic revenue growth in the near term. That said, we have three pillars of value creation that we're executing on daily. These are portfolio optimization, customer centricity, and 365-day engagements. I'll dive into each of these now. Our first pillar of value creation is focused on portfolio optimization. Here I want to talk about both organic growth and M&A opportunities. Starting with organic growth, it's been an exciting year at Emerald as we continue to leverage our accelerator group to launch several new shows with more to come next year. Most recently, we held our inaugural edition of Decentralized Deciphered, or D2. This show, held in October in New York, brought together C-suite financial and technology executives for an educational conference on Web3, including blockchain, digital assets, NFTs, and the metaverse. In two weeks, in partnership with our MJBizCon Expo and Conference, we'll be hosting the inaugural edition of Reminds. a business forum dedicated to connecting researchers, entrepreneurs, policymakers, and healthcare professionals to discuss the growing industry of psychedelics. And next year, we're hosting Matera, a platform fostering connections between mental health innovators and corporate leaders seeking solutions for their organizations and employees. In each of these cases, we're targeting high-growth industries with a B2B component where we see significant opportunity to apply MLS Flywheel. Over time, we expect new event launches to contribute one to two percentage points of incremental organic revenue growth per year. Another part of portfolio optimization pillar is acquisitions. We made a significant opportunity to leverage Emerald's scale and operational efficiencies to continue being a leading consolidator of live B2B events in the United States. Even as the largest U.S.-based operator of trade shows, Emerald represents only an estimated mid-single digit percent of the highly fragmented market for trade shows in the country. We have substantial runway to complete additional tuck-in acquisitions to grow our revenues and audience. In the fourth quarter alone, in addition to the Advertising Week event in New York I just mentioned, MJBizCon, a leading cannabis event and content acquisition we made at the end of 2021, is slated to bring together more than 30,000 professionals in Las Vegas later this month. From a financial returns perspective, our acquisitions have also been structured in a tax-efficient way, expected to provide us in excess of $70 million present value of deferred tax assets. Looking ahead, we continue to build on our pipeline of acquisition opportunities. We believe the scalable platform we're building gives us key advantages over other bidders and allows us to generate greater return as we acquire more events. Not only can we operate with scale efficiencies, but we can ensure an enhanced floor experience for exhibitors and attendees with ML's technology and matchmaking capabilities. Beyond the trade show roll-up opportunity, We've also added capabilities that will serve to increase the value of all parts of ML's platform. In the third quarter, we acquired Bulletin, a leading wholesale e-commerce platform in the gift and home space that aligns with our New York Now events and that builds on e-commerce offerings we established with Elastic. By adding services like Bulletin, we're compounding the value of our core trade show business while furthering our goals of customer centricity and 365-day engagements. Our focus on portfolio optimization helps us maintain a diverse slate of events spanning multiple industries. Our industry diversification means that if industries are experiencing headwinds, others may be entering a counter-cyclical uptrend. Our customer base is likewise highly diversified, with no single customer representing more than 1% of revenue, and our largest trade show remains in the single-digit percent of revenue with a highly diversified exhibitor base within the event itself. Our second pillar of value creation is customer centricity, which should consistently serve to increase our revenues for customer and revenues per event. We're investing in technology to build a consolidated database of our first party dedicated to improving customer experience and value. Our portfolio of shows, trade media, and e-commerce platforms generate a substantial amount of data on both the buyer and the seller sides that has previously been an untapped resource for Emerald. By centralizing this data, we gain better insights into our customer activity, helping them to generate more and higher quality leads, help them find other relevant shows and content within the Emerald network, and ultimately increase revenue per customer. We are, of course, very mindful of the need to protect customer data and are developing our technology in close consultation with our customers. Our end goal is to provide better service while always putting the client's privacy first. Another way we're making it easier for our customers to attend Emerald shows is by offering onsite rebooking for 2023 events at almost all of our 2022 events. This not only has the benefit of giving us greater visibility into the next 12 months of revenue, but it also improves the retention rates of our events and incentivizes customers to rebook early to avoid losing their preferred space on the floor. The third pillar of our value creation strategy is 365-day engagements. This means providing customers with multiple entry points to Emerald platforms from our trade shows to our conferences, webinars, media content, and e-commerce services. Our goal here is to drive a flywheel effect where Emerald is offering buyers and sellers multiple avenues to stay engaged with their industries and customers year-round. In between attending one or two trade shows per year, we want to offer our customers the opportunity to make connections, to stay on the cutting edge of industry changes, build a sales pipeline, and convert leads to actual sales at a higher rate, thus amplifying our brand and lifting their value. For example, a customer may come to Emerald by attending one of our trade shows for the first time and generating new leads. From there, we can help them keep leads engaged to our e-commerce platform, Elastic Suites. A buyer can scan items at the show and pin things to their board in the Elastic platform, and can then go home and see how those items would look in a virtual shop environment. They can message the seller with questions on the product and ultimately place an order through the platform. In the meantime, Emeralds can use the insight we've gathered on those straight show attendees to offer them relevant content, newsletters, and advertisements to drive further engagement outside of the annual show cycle. We can even cross-sell them on other Emerald events where our data shows they have the best potential for lead generation. This is a very powerful flywheel, and I want to emphasize that most of these benefits will be realized in the near future as we begin to productize the technology and data advantages that we've been building for the past two years. We expect to have more material updates to share on this front as we progress into next year. To conclude, we're very pleased with the fundamental trends in our industry and are delivering the higher attendance and space rates that ultimately flow through our revenues. If you add our revenue recovery to all the investments that we've made since the start of COVID, we are a much larger business than before the pandemic. And with a highly efficient cost structure and negative working capital profile where we collect revenues for events up to a year in advance, we have a business model that supports substantial free cash flow generations. On top of that, we have the balance sheet strength to invest in our business and enhance our capabilities, and we believe should drive ultimate growth for Emerald above and beyond industry growth rates. With that, let me turn the call over to David Dott.

Thank you, Hervé, and good morning. As Hervé mentioned earlier, we're very pleased with our results this quarter and year-to-date and believe they point to a robust recovery in the live event space. Jumping right into our results, Third quarter revenue was $62.4 million as compared to $76.5 million in the prior year quarter. As Hervé mentioned, an important piece of context for our year-over-year comparison is that we staged significantly more shows than usual during the third quarter of last year as shows that were originally scheduled for the first half of the year were pushed into Q3 given COVID-related timing delays that uniquely affected 2021. This year, events were back in their normal time slots, which means many events that staged in 3Q last year staged in the first half of this year. To provide a better comparison, we have given a breakdown of organic revenues, a non-GAAP measure that takes into account the timing shift as well as the impact of acquisitions in our earnings release. It also includes our content and e-commerce subscription software businesses. On that basis, in adjusting for the scheduling mismatches between 2022 and 2021, organic revenues for the third quarter of 2022 were $56.6 million, an increase of $14.2 million, or 34%, as compared to organic revenues of $42.4 million in the same period last year. Ultimately, the 34% organic growth in the quarter and 42% year-to-date is the best indicator of the continued recovery of the business. And while our commerce software business continues to contribute mid-20s organic growth, our content business has reduced overall growth somewhat, largely due to the technology issues we discussed earlier in the year. Adjusted EBITDA was $149.7 million in the third quarter as compared to $8.6 million in the prior year quarter, reflecting the impact of the insurance proceeds received in September. Excluding insurance proceeds, adjusted EBITDA would have been negative $1.3 million as compared to $7.5 million in the prior year. with $13.3 million of the decline attributable to the timing of trade shows as I previously described. Therefore, on a normalized basis for this scheduling issue, adjusted EBITDA on Q3 of last year would have been negative $4.7 million. Year-to-date, which absorbs the bulk of the calendar shifts just discussed, we generated adjusted EBITDA excluding insurance proceeds of positive $31.7 million, as compared to a loss of $23.8 million in the first three quarters of last year, so a $55 million improvement through the first nine months of 2022. As Herve noted, we received final proceeds from our insurance litigation settlement in of $149.25 million in the third quarter, bringing total proceeds received to $372.9 million. Of the $149.25 million, $148.54 million is recognized as other income. You will notice that we have a $28 million tax payable on the balance sheet. This relates to the expected tax payment for the profits earned from the insurance proceeds received. Free cash flow, including insurance in the third quarter, was $150.9 million as compared to $7.7 million in the prior year quarter. Excluding insurance and other items, free cash flow would have been $6.2 million as compared to $8.2 million in the prior year quarter, again, impacted by the timing of events in 2021. As we've moved back toward a normal cadence of event bookings, Our working capital has varied from quarter to quarter, given that we received booking deposits up to a year ahead of when we recognized the revenue for events staged. Historically, given the heavy calendar of events in the first quarter, we've seen a meaningful swing in working capital in our favor during the fourth quarter, which flows through to cash flow. We continue to benefit from our CapEx Lite business model in generating strong free cash flow. However, I note that as a result of rising interest rates and the impact on our interest expense due to our floating rate debt, we now expect to generate free cash flow of between $60 million and $70 million, excluding insurance and one-time items in 2022, versus our prior estimate of $70 million. On the expense side, we continue to prudently manage our cost structure in this inflationary environment. Our largest exposure is labor costs. either through our own FTEs or full-time equivalents, or via contractors on-site at our expense. In general, we expect to maintain the ability to utilize value-based pricing to offset cost increases, which combined with our procurement efforts should allow us to protect margins. Looking ahead to currency exposure, while our brand portfolio operates globally, we are fortunate to be a U.S.-based company with minimal exposure to currency fluctuations. Our elastic business generates some revenues and has some expenses in euros, which could have a net impact in the low six figures over the course of the year if the U.S. dollar maintains its strength. Turning to the balance sheet, we had $366 million of cash and cash equivalents as of September 30, versus $232 million in cash and marketable securities as of June 30 of this year. To optimize interest income, as interest rates began to rise, we continued to hold some longer maturity bank products. However, this quarter, none are over 90 days, so we no longer have any marketable securities noted on the balance sheet as they have all been shifted to cash. We have full capacity on our $110 million revolving credit facility, and as of quarter end, our total liquidity was $476 million. We do not expect to draw on our revolver in the near term. We have historically sought to maintain a strong balance sheet supported by our cash flow generation, which should allow us to continue funding our strategic growth initiative in any economic scenario. We will continue to thoughtfully balance our capital allocation between debt reduction, acquisitions, investments in our own business, and opportunistic share buybacks, which have been attractive at these levels. We repurchased 1.6 million shares of our common stock in the quarter, at an average price of $3.74, bringing our total repurchases since the beginning of 2021 to 5.3 million shares. We're also pleased to announce that our board has approved an extension and expansion of our share repurchase program to allow for the repurchase of $20 million of common stock through December 31, 2023. As of quarter end, we have net debt of $149 million, and a net leverage ratio of 2.07 times our trailing 12-month consolidated EBITDA of $72.0 million as defined in our credit agreement. At this time, I'd like to briefly review our capital structure so that those who are new to our story can more easily value the business. At quarter end, we had 67.6 million shares of common stock outstanding, as well as 71.4 million shares of convertible preferred stock outstanding. The convertible preferred shares have a liquidation preference per share of $6.55 as of September 30, 2022, while accreting at an annual rate of 7%, which compounds quarterly. When you divide that liquidation preference by the initial conversion price of $3.52 per share, it equates to each share of convertible preferred stock being convertible into approximately 1.86 shares of common stock. When multiplied by the total number of shares of convertible preferred stock outstanding as of September 30, it equates to 132.9 million shares of common stock on an as-converted basis. Add to that the 67.6 million common shares already outstanding, and Emerald has a total of 200.5 million shares of common stock outstanding on an as-converted basis as of September 30, 2022. As of yesterday's closing price on our common stock, this converts to a market cap of approximately $722 million. We have an estimated contingent consideration on our balance sheet of $36.4 million for acquisitions made in the past three years, as well as a deferred tax asset worth over $70 million discounted to present value based on the tax treatment of certain of our acquisitions. This leads to an enterprise value of $838 million, given our net debt outstanding. As a reminder, We have the right to force conversion of the convertible preferred stock starting on June 29th of next year if our common stock price exceeds $6.16 for 20 consecutive trading days. Concluding with our guidance, we continue to be on track for full year 2022 revenues in excess of $300 million as first guided at the beginning of the year. We expect adjusted EBITDA of over $50 million, which is net of over $10 million of projected investment in growth initiatives on our Elastic SaaS product and new show launches and new verticals, also consistent with our original expectations. We now expect free cash flow to be in the range of $60 million to $70 million, largely due to the impact of higher interest rates. As a reminder, this guidance excludes the proceeds received from event cancellation insurance this year, as well as the litigation settlement. Our free cash flow guidance also excludes several one-time items included in the other items line of our EBITDA reconciliation. Looking ahead to 2023, we continue to progress against our objective of meaningfully improved margins and adjusted EBITDA of over $100 million. With that, I will now turn the call back to Hervé.

Thank you, David. To conclude, we're very pleased with the trends in attendance and space rates we're seeing across our events. These provide a solid foundation for revenue growth as we continue to make investments in our business and strategic acquisitions to expand on our advantages as a leading platform for B2B events and content in the United States. Our balance sheet strength, supplemented by the proceeds from our insurance litigation settlement, gives us the ability to continue funding these investments in any economic scenario. We're evaluating a large set of promising external growth opportunities where we can leverage our scale and operational efficiencies to drive more and more events and grants onto the ML platform. We're very pleased with how we're positioned heading into the end of the year, and we look forward to delivering on our initiatives to drive further margin expansion and value for our shareholders. Thank you very much for your time today, and with that, we'll open the line for questions.

If you would like to ask a question, please press star 1 on your telephone keypad now. You'll be placed into the queue in the order received. Please be prepared to ask your question when prompted. Once again, if you have a question, please press star one on your phone now.

And we have a question from Alan Key. Your line is open.

Hi, this is Derek Greenberg going for Alan. My first question is if you could just provide a little more color maybe on the level of presenters and sponsors compared to pre-pandemic, maybe on a percentage basis, and if you see potentially further recovery there.

I think the best way to look at it is probably net square feet at our events because we generate the bulk of our revenues from exhibitors at the events as opposed to sponsors and speakers. And while revenues overall are tracking 70% to 75% of pre-pandemic, because of price increases, NSF is tracking more like 65-ish percent or two-thirds to pre-pandemic. So what that means is there's actually a significant amount of incremental leverage to the recovery for us. versus just looking at revenues relative to pre-pandemic.

Okay, great. And I was also wondering, with your recent acquisitions of Adweek and Bulletin, maybe if you could just provide some color on the annualized financial impact you expect from those.

We haven't at this time disclosed the impact of that. I think as we

go into 2023 and present a formal full-year guidance for 2023 will give more color on the pro for in the impact of the acquisitions okay and then for some of your newer events um in emerging areas just um how those are progressing and maybe the difficulty in building interest from scratch from sponsors and attendees, just the process involved with that.

Yeah, the launches of events is really largely due to the creation of the Accelerator Business Unit, which we announced last year. So, we have a dedicated team that identifies opportunities and sectors for us to enter. And we're very, very pleased with the performance of that team, not only for the launches that we've already announced, but a number of others that are under consideration and will be announced in the future.

Great. With your non-trade show segments compared to trade shows, how do you see the margins at scale between the two?

The trade show business is a really powerful financial model. historically has run EBITDA margins of 35 to 45% at Emerald, depending on the year. We expect that the incremental offerings that we've added over time will be equivalent margin to the trade show margin, though the higher end of that historical margin range we don't think is reasonable because We prefer to optimize margin versus growth and reinvest in the business in new launches, for example, that in year one and year two don't really make money or lose money. But it's key to building long-term value for the business and for our shareholders. So we think we could operate 35% to 40% margin in time. We need to go back towards that, of course, given the pandemic impact on the business. And the other offerings we have should be equivalent to that.

OK, thank you. That's very helpful. And then if you could maybe just discuss some of the actions you're taking to grow organic growth rates by 1% to 2% a year.

Well, I want to clarify. We expect to grow organic growth mid-single digits or better as we normalize once we recover fully from the pandemic. Obviously, as you can see, we're growing at a much faster rate this year, and we would expect to grow at a much faster rate next year. The 1% to 2% is just from new event launches. and the other components of organic growth will be driven by the other initiatives that we talk about in customer centricity and driving retention and value-based pricing, which gives us leverage on growth of our events in addition to NetSquare footage, and on the 365 engagement strategy, which is providing other means for us to provide value to our customers and thus monetize for Emerald.

Okay, thanks for clarifying that. I just have two more. The first is related to just the M&A environment, maybe some areas you would look to add potential accretive acquisitions to, and maybe just how you view valuations and the financial criteria you apply, and then maybe just how you integrate those acquisitions once the deal is done.

We prefer not to talk about where we're looking at M&A because that's competitive in many cases. So we'll announce them as they come, but we are open about the fact that given our strong balance sheet position and given the incremental value we can provide to an acquisition given our scale and our platform and our technology and data and our resources that we are active in the marketplace looking at opportunities. So we'll be clear about that. But where we prefer to keep to ourselves for now. In terms of multiples, it really does depend on the size of a business, the growth profile. Generally, we're looking at mid to high single-digit EBITDA multiples, which, given our potential opportunity for synergies and driving incremental value, we think we can bring those multiples down quickly once we own businesses, but that seems to be the marketplace. But it is a wide range, admittedly, and because there's a wide range of types of businesses, that we're looking at that would warrant that. In terms of integration, one of the real benefits of the ML platform is we do have scale in areas like operating live events. We have scale in areas like marketing technology in data around our customer base and across sectors and businesses in our sales organization. And all those things allow us to bring value to businesses we bring in. Some are great at those things and not all of them get incremental value from every service we offer, but there's always something somewhere where we could have best practices, where we can leverage the scale of our resources and drive better utilization and thus margin. We surely, based on our scale, have better contracts than most, and we can often get incremental savings by consolidating vendors into our vendors, et cetera. So there's a number of ways that we can add value as a business and ultimately drive incremental growth in value for our shareholders.

The two things I'd add to David's comments are, one, we're building a proprietary database of opportunities, which is – which is really important as we look to invest and grow through acquisitions. And also the reverse impact of what we can benefit, how the Emerald platform can benefit from acquisitions. There are some best practices that acquired companies have that we are quickly able to look at, review and integrate and benefit across the entire Emerald portfolio.

Okay, great. Thanks for the color there. And then just my last question is what you plan to use your proceeds from cash on hand and maybe the insurance reimbursements, obviously.

Sure. As we indicated in the script, there's four areas that we balance in use of proceeds and with the, frankly, the strong cash that we expect to generate from the business. We're surely, given the current environment, looking at our debt levels and whether debt reduction makes sense. We have a share buyback program that we've been active with. And given the trading liquidity of our stock, it is hard to buy a lot on that front, but it truly is an arrow in our quiver. We're looking at acquisitions. for sure, in terms of the business, as we've said about, and we're looking at organic investment into the business in areas like accelerator that might be a use of capital in the short term, but creators of value. Admittedly, as we said before, we're paying mid to high single digits for assets to acquire, but if we can successfully build those businesses ourselves, we can build it at one or two times the EBITDA will deliver to us three, four years from now, which is a great return for our shareholders and surely would be really attractive if we can find more opportunities to do that. And so we've definitely allocated and we'll continue to allocate some capital to that.

As a reminder, if you do have a question, please press star one on your telephone keypad now.

And we have no further questions in queue.

Okay. I wanted to thank you all for joining, for your interest, and I look forward to speaking with you next quarter.

Have a very good day. That concludes today's conference call. Thank you for attending, and have a pleasant day.