Emerald Holding, Inc.

Good morning and welcome to the Emerald Holding Inc. Third Quarter 2023 Earnings Conference Call. If anyone should require operator assistance, please press star zero on your telephone keypad. A question and answer session will follow the formal presentation. You may be placed into question queue at any time by pressing star one on your telephone keypad. As a reminder, this conference is being recorded. Before we begin, let me remind everyone, The just call will include certain statements that constitute forward looking statements within the meeting of the private securities litigation reform act of 1995. These include remarks about future expectations beliefs estimates plans and prospects, in particular, the company statements about projected results for 2023 or forward looking statements. Such statements are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from those indicated or implied by such statements. Such risks and other factors are set forth in the company's most frequently filed periodic reports on 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 U.S. 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 the call will be available on the investor section of the company's website through 1159 p.m. Eastern Time on November 13th. I'd now like to turn the conference over to Mr. Urbe Sedki, President and Chief Executive Officer. Sir, please go ahead.

Well, thank you, Kevin, and good morning, everyone. It's great to be with all of you today to discuss our third quarter results. I'll start with a review of our year-to-date performance and then give an overview of our strategy focused on our growth pillars, customer centricity, 365-day engagement, and portfolio optimization. David Doft, our CFO, will then provide more detail on our financials. Starting with live events, we continue to see significant year-over-year growth in both revenue and profitability, driven by increases in exhibitors, attendees, and pricing. As a highly diversified and scaled platform, Emerald continues to benefit from post-COVID tailwinds, including the removal of international travel restrictions, with some attendees just beginning to return to shows this year, as well as improvements in our customers' supply chains. We've implemented on-site pre-booking at most of our trade shows, which means we are already selling exhibitor space for next year's edition. Our sales pacing data gives us high granular view in exhibitor trends up to a year out. This gives us a great deal of confidence in our growth plan for 2024, where we project continued increases in our exhibitor count and revenue above our industry's historical run rate. On-site pre-book also frees up our sales force to pursue new business rather than chasing renewals. In this market environment, we believe our forward visibility is a highly valuable feature of our business, along with our free cash flow generation and operating leverage, which we believe should enable us to achieve EBITDA margins of approximately 35% within the next three years. Our trade show business is also more resilient to changes in broader market dynamics due to our business mix. We have greater exposure to long-term secular growth areas and we're less reliant on standard marketing budgets compared to other industry players. The strength and resilience of our business comes from the unique and measurable value we bring to our customers. who are themselves business owners looking to maximize the value that they get from their marketing budgets. Trade shows provide a tangible ROI to exhibitors in the form of purchase orders. For nearly half of small businesses in the U.S. that participate in at least one trade show per year, trade shows are their number one selling event of the year. A big part of our ongoing efforts has been to clarify this value proposition and make the ROI more transparent by developing value-add tools and metrics which we believe will deliver an even better trade show experience to both exhibitors and attendees. The result is that our customers view our shows as an investment rather than a cost. They know we understand them and they know our objective is to help them achieve and even surpass the goals they have set for themselves. Moving now to our third quarter results. While David will speak to our financials in more detail, as a headline, our third quarter revenue was $72.5 million compared to the $62.4 million in the prior quarter, even with approximately $5 million of revenue shifting out of the quarter due to the timing of events during the year. In July, as we previously announced, we hosted the inaugural edition of NBA Con, a first-of-its-kind fan event that Emerald hosted in collaboration with the National Basketball Association. We're pleased with the execution and attendance at the event, which required some upfront launch investments. We expect to build on our NBA partnership in future years. In September, we had another successful event launch with the inaugural edition of Cocina Saprosa in Irving, Texas, a trade show focused on the Latin food and beverage industry. We identified the Latin food market as an industry that, despite being a large and fast-growing category in the U.S., did not have a national trade show serving wholesalers, retailers, and restaurants. The Cocina Sabrosa show is indicative of the types of new event launches that we're focusing on, underserved markets with high growth supported by long-term consumer and business trends. Just a few weeks ago, we also hosted the second iteration of Advertising Week New York, since acquiring the business in June 2022. It was their 20th edition and delivered their largest attendee levels in its history. At the event, I was joined on a panel by the Chief Marketing Officer of Delta and the CEO of Miele USA, where we highlighted the value of and the ROI inherent in live events across a variety of industries. It was validating to hear from other executive level marketing leaders about the value that they place on face-to-face meetings and the continued importance of prioritizing these types of events in their marketing budgets each year. While the live events business remains strong, we are seeing some softness in our content business, primarily within the technology sector. As a reminder, our content business represents approximately 10% of our revenues in a given year. serving the technology sector, is more exposed to the ad spending cycle, which has felt the effects of a pullback in tech ad spend this year, as noted by many companies in the sector. This impacted our third quarter and will impact our fourth quarter as well. That said, we strongly believe in the long-term synergies between our content business and our core trade shows. Our media assets allow us to advertise and cross-sell Emerald's own events, and to maintain year-round engagement with our customers as we serve as the go-to source for business news and trends in each respective industry. We remain optimistic about the longer-range prospects for content, especially given the strong new leadership team that we have put in place over the last 12 months. We also expect to see the advertising environment stabilize in 2024. However, the near-term headwinds in ad spend are presenting some risk as customers we expect a low single-digit percentage impact to our full-year 2023 guidance as a result, which David will discuss in more detail in a moment. Looking ahead, we remain focused on our three pillars of value creation, customer centricity, 365-day engagement, and portfolio optimization. In customer centricity, we're focused on delivering greater value to customers in the form of add-on services, actionable data and insights, and a clearer picture of the return on investment they received from the marketing dollars they put to work across Emerald's platform. This improves our stickiness with customers, incentivizes them to deploy more marketing dollars with Emerald, and ultimately should drive higher revenues for customers. Our second pillar, the 365-day engagement, is about providing multiple entry points to the customer engagement cycle through trade shows, conferences, webinars, media content, and our e-commerce platform, which gives buyers and sellers a digital platform for year-round selling. Our third pillar is portfolio optimization, which includes both acquisitions and new event launches. Over time, we expect new event launches through our Emerald accelerator units, such as NBAcon, and Cocina Sabrosa, which I discussed, to contribute one to two percentage points of annual revenue growth. On the acquisition side, we continue to evaluate a large pool of potential acquisitions with the ability to bring Emerald's scale and operational efficiencies to shows within our highly fragmented industry. This includes some smaller near-term opportunities in the active pipeline that we're working hard to get to the finish line. To conclude, Our 2023 results continue to track generally in line with our expectations, despite some softness in parts of our content business. We're especially excited to look ahead to 2024 and beyond, where we'll continue to demonstrate our free cash flow generation and compounding abilities as we grow attendance and revenues, expand margins, and continue to realize the benefits of our recent investments into our technology and data systems that deliver greater and greater value to our customers every year that they return to our shows. With that, let me turn the call over to David Doft, our CFO.

Thank you, Hervé, and good morning. Starting with the top line, our third quarter revenue was $72.5 million compared to $62.4 million in the prior year quarter. The increase was driven primarily by organic revenue growth and revenue from acquisitions. Organic revenue, which takes into account the impact of acquisitions and scheduling adjustments, was $68.5 million, an increase of $12.4 million, or 22.1% versus the third quarter 2022. This reflects the continued strength of our events business and is, despite the decline in our content business, reflected in the other marketing services line in our disaggregated revenue. Year to date, our organic growth is 16.6%. As a reminder, the second and third quarters are seasonally slower following the busy Q1 trade show calendar. Our acquisitions have slightly shifted the seasonality dynamics compared to our historical performance and have made Q4 our second largest quarter, with Q1 remaining our largest. During the third quarter, we received an additional $2.8 million of event cancellation insurance proceeds due to the settlement of our last remaining COVID-related insurance claim. Recall that last year, we also received a substantial payment from event cancellation proceeds in the third quarter, and at this point, we have no remaining claims outstanding. Third quarter adjusted EBITDA, including these proceeds, was $10.8 million, or excluding the proceeds, $8.0 million. For the same quarter last year, adjusted EBITDA was $149.7 million or negative $1.3 million when excluding the $151 million of insurance proceeds received in the third quarter of 2022. Year-to-date, adjusted EBITDA excluding insurance proceeds is $59.1 million, an increase of 86% over the same period last year. Third quarter free cash flow, excluding insurance proceeds, was $2.7 million compared to an outflow of $0.1 million in the prior year quarter. Turning to expenses, third quarter SG&A was $41.6 million versus $48.7 million in the prior year quarter, reflecting the efficacy of our cost efficiency efforts even as we have added businesses through acquisitions. Note that SG&A in the third quarter of 2022 included $7 million of insurance settlement-related expenses. Even so, we are pleased with the operating leverage we achieved in the quarter. As for the balance sheet, we had $200.3 million in cash as of September 30, 2023, versus $204.7 million as of June 30, after funding the $8.6 million dividend on our convertible preferred stock. Our total liquidity is $310.3 million, including full availability on our $110 million credit facility. We believe our balance sheet strength and cash flow generation support our ability to opportunistically invest in and grow our business. We'll continue to balance capital allocation between acquisitions, investments in our own business, managing debt leverage, and opportunistic share buybacks. On that note, On Friday, our board authorized the expansion of our share buyback program to $25 million versus the $3 million remaining on the previous authorization and the extension of the program to December 31, 2024. As of September 30th, we had net debt of $214 million, leading to a net leverage ratio as defined in our credit agreement of 2.42 times our trailing 12-month consolidated EBITDA based on the definition in our credit agreement of $88.5 million. As of July 1st, the company now has the right, quarter by quarter, to choose to pay the quarterly dividend of our convertible preferred stock in cash or PIC. Prior to July 1st, we were required to pay in kind. As we noted before, announced on the second quarter earnings call, given the conversion price of the convertible preferred stock of $3.52 as compared to the current share price, the independent members of our board approved management decision to pay the September 30th payment in cash. The total payment for the third quarter was $8.6 million, which means we avoided the issuance of 2.4 million shares on an as converted basis. This is an option we will carefully consider in our capital allocation analysis going forward. Notably, for the fourth quarter, the independent directors on our board have again authorized the convertible preferred dividend in December to be paid in cash, thereby minimizing dilution of our common shares. With respect to our capital structure, an overview can be found on slide 11 of our earnings presentation deck. Factoring in $62.9 million of common shares outstanding at September 30th, and an additional 139.9 million common shares represented by the convertible preferred shares as of September 30th, our total share count on an as-converted basis would be 202.8 million. Based on Friday's closing price, this equates to a market cap of $1.1 billion on an as-converted basis. Adding in our net debt, estimated contingent consideration of $6.8 million on our balance sheet for prior acquisitions, and a deferred tax asset worth approximately $70 million. This leads to an enterprise value of approximately $1.2 billion. In our full-year guidance for 2023, as surveyed discussed, we see modest risk to our original estimate, largely based on some weakness in our content business resulting from a pullback in customers' ad spend in the technology sector, as well as deferral of a planned new event launch into 2024. As a result, we now expect revenue for the full year to come in between $385 and $395 million. Given the strength of our core trade show business, this guidance still reflects an increase of between 18% and 21% over last year. Excuse me. We also now expect adjusted EBITDA in the range of $95 to $100 million, reflecting continued strength and margin improvements in our overall business. Our adjusted EBITDA guidance represents an increase of between 67% and 76% over 2022 adjusted EBITDA, excluding insurance proceeds. This guidance implies an adjusted EBITDA margin of approximately 25%, and we believe we have runway to improve this number as we work our way back to the 35% plus margins we saw prior to COVID. Thank you very much for your time. And with that, we'll now open the line for questions.