Emerald Holding, Inc.

Before we begin, let me remind everyone that this call will include certain statements that can constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This includes remarks about future expectations, beliefs, estimates, plans, and prospects. In particular, the company's statements about projected results for 2024 are forward-looking statements. Such statements are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially indicated or implied by such statements. For discussion of these uncertainties and other factors, please refer to the company's SEC filings, including its most recently filed periodic reports on Form 10-K and Form 10-Q, as well as the company's earnings release. all of which can be found on the company's investor relations website. 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 measures can be found in the company's earnings release, which is available on the company's investor relations website. As a reminder, this conference is being recorded and the replay of this call will be available on the investor's section of the company's website.

Thank you, Eric, and good morning, everyone. This is Hervé Setki. It's good to be with you and to discuss our third quarter results. I'll start with a brief review of our performance and then give an overview of our strategy. David Doft, our CFO, will then provide more detail on our financials. We've spoken often about the concept of portfolio optimization here at Emerald. And today I want to fill you in on some of the more aggressive steps that we're taking to position the company for better growth and profitability in the future, which had near-term implications on our expected 2024 results. In addition, although we're seeing strong and broad-based year-over-year pacing growth into the first half of 2025, we do not expect our performance in the second half of 2024 to meet expectations. As a result, we're reducing our previously communicated expectations for full year 2024. This update is primarily driven by two factors. First, a proactive decisions to optimize our portfolio mix. And second, certain macroeconomic and operational impacts on our content business. Let me address each of these in more detail now. First, to optimize the long-term organic growth and margin trajectory of our portfolio, earlier this year we conducted a thorough review of our entire catalog, event catalog. An outcome of this review was the decision to accelerate certain portfolio optimization activities by pruning several smaller and unprofitable events. Over the past several months, we have permanently discontinued 20 events totaling $20 million in historic run rate revenue. $17 million of this total is for events that will not stage in 2024, but did stage in 2023. And $3 million is for events that did stage in 2024, but we have decided not to stage in 2025. In aggregate, these events were not growing and had negative margin at the EBITDA level. As a result, we expect these actions to positively impact growth and margin in 2025. Additionally, we had to cancel one of our hosted buyer events in early October, which was set to stage in Florida during Hurricane Milton. The impact was just under a million in revenue with high contribution margins. We are now in the process of submitting a corresponding insurance claim given that a state of emergency and evacuation orders were issued. Our view is that this cancellation will fall under our event cancellation insurance policy and we expect to be reimbursed as we have been several times in the past following similar weather-related disruptions. Moving forward, our priority remains growing the business. Our actions are consistent with our stated objective of portfolio optimization, which we believe puts us at an even stronger foundation for expansion next year and beyond. We expect solid growth and a return to margin enhancement in 2025, aided by the removal of these unprofitable assets. David will touch on the near-term impact to the business in a moment. Despite these challenges, our existing show portfolio continues to thrive. Just a few weeks ago, we completed the New York edition of Advertising Week. We had a great turnout with several new tracks added, including an investor summit and leading voices from some of the most prominent industry players, including Meta, Google, Amazon, TikTok, and Netflix, among many others. We're now excited for the upcoming slate of fourth quarter events, including BDNY, Healthcare Design Expo, and MJBizCon, and feel confident about the strength of our portfolio as we move into the first half of 2025. In fact, our pacing into 2025 is stronger and more broad-based than at this point last year and reinforces our view that growth should improve in the new year. Currently, we expect solid revenue growth in 2025 with a return to margin expansion aided by an improved mix of business from our portfolio optimization efforts. Second, beyond our event business, we're seeing continued softness in our small content business. This segment currently accounts for approximately 5% of our total revenue, but has continued to perform below expectations. We made significant organizational changes over the last 18 months that were expected to drive a recovery in the second half of the year. However, the advertising environment in several end markets has remained challenging and our expectations for near-term growth are modest. Even with such small exposure, we're experiencing a low to mid single digit million dollar shortfall versus expectations for the full year 2024, which had called for growth this year. As a result, we now anticipate that 2024 content revenue will decline on a year-over-year basis. Our content portfolio remains an important component of our operations due to the leverage it gives us in event marketing and the proprietary data assets it generates. This business is additive to our strategy around personalization and enhances lead generation for our event customers throughout the year. As growth in other much larger parts of Emerald continues, content is naturally becoming an increasingly smaller component of our overall revenue, which means that variances here should have a limited impact on our overall performance in the future. As a result of these factors, we're adjusting our full-year revenue and adjusted EBITDA guidance to at least $400 million and $100 million, respectively. Our updated guidance still implies year-over-year growth in both revenue and adjusted EBITDA, albeit at a lower level than previously anticipated. We expect the changes to the makeup of our portfolio and more aggressive efforts within our content division will leave us well-positioned for strength in 2025 and beyond. We believe that the value proposition for Emerald's large and diverse collection of events is strong, and our customers understand and appreciate the strong ROI that in-person events offer, as is evidenced by the solid growth we're experiencing in 2025 bookings. As I've said before, trade shows are often the number one selling and marketing events of the year for our customers. According to a recent survey by the Boston Consulting Group, 87% of CMOs are reporting that traditional channels like email campaigns and display ads offer diminishing returns due to the rise of ad blockers and algorithmic changes. As a result, CMOs are reallocating spend toward more effective channels like in-person events and experiential marketing. Nearly 65% of CMOs, according to Deloitte, are reported increasing their investment in in-person events to improve brand loyalty and customer engagement. In-person events are also no longer seen as large cost centers, but rather as a necessary and incredibly valuable part of a company's marketing strategy. To underinvest in them is viewed by many C-suites as a competitive disadvantage. In short, in-person events provide a real opportunity for long-term value creation through knowledge sharing, innovation, and relationship building, the key building blocks for any growing business. As we look forward, we continue to believe in the strength and value of our portfolio. We are confident in the positive mid- to long-term trends for in-person events as we get further removed from the volatile comps created during and immediately following the pandemic, and we believe in the deep value Emerald brings to the market. Ultimately, we're not afraid to make difficult decisions based on data that strengthen our prospects for growth. This quarter was no exception. We are a profitable portfolio on the EBITDA level of some of the industry's most well-known and respected events in the markets they serve and we are committed to building this portfolio through accretive acquisitions alongside new event launches. More importantly, recent transactions in the industry serve to further validate the value of the live event space. I'm excited for the path forward and continue harnessing the power and impact of in-person events. With that, let me turn things over to David Dobbs. David?

Thank you, Hervé, and good morning. I will start with a financial overview of the most recent quarter and then discuss capital allocation as well as our guidance. For the third quarter, total revenue was $72.6 million compared to $72.5 million in the prior year quarter. This was primarily driven by $4.2 million in revenue from acquisitions as well as scheduling adjustments of $4.2 million. These gains were offset by $5 million in discontinued event revenue that was not contributing to profitability as part of our portfolio optimization strategy, and organic decline of $3.3 million. Organic revenue, which takes into account the impact of acquisitions, scheduling adjustments, and discontinued events, declined 5.3% in the third quarter to $58.7 million as compared to $62 million in the prior year quarter. Besides the items Hervé reviewed, growth in the quarter was also impacted by construction at one of the venues where we hold large events. which has temporarily caused disruption for a small number of events in the short term. Year-to-date organic revenue is up 4.8% as compared to the same period last year. Third quarter adjusted EBITDA, excluding insurance proceeds, grew 56.3%, or $4.5 million, to $12.5 million versus the prior quarter. This equates to an adjusted EBITDA margin of approximately 17.2%. As Hervé discussed, we conducted a thorough review of our entire event catalog as part of a proactive review of our nearly 150 show portfolio. As a result, we removed 20 unprofitable events this year. For the events that were discontinued, there was some positive contribution at the event level, which means we're in the process of reducing overhead related to those changes, and we expect the full benefits should be seen in 2025. Turning to expenses, third quarter SG&A was $40.8 million versus $41.6 million in the prior year period, driven by continued management of overhead costs and lower stock-based compensation expense. This was partially offset by lower gains from the remeasurement of contingent consideration for prior acquisitions. In the third quarter, we generated $6.7 million of free cash flow, excluding event cancellation insurance proceeds as compared to $2.7 million in the prior year period. As many of you know, the Federal Reserve recently reduced their interest rate by 50 basis points, which delivers an immediate boost to our free cash flow as we have a floating interest rate on our debt. Specifically, we have $410 million of term loans, so every point reduction from the Federal Reserve leads to approximately $4 million of incremental cash flow for Emerald. This is good for our equity holders and provides added fuel for investing in value-added initiatives. Turning to the balance sheet, we had a healthy cash balance of $188.9 million as of September 30th versus $193.2 million as of June 30th. As a reminder, in early May, we completed the conversion of our convertible preferred stock, eliminating the preferred dividend and resulting in a simpler all-common equity structure. I should also highlight that in the third quarter, S&P upgraded Emerald's debt from a B rating to B+, reinforcing the strength of our model and liquidity position. Our total liquidity is $298.9 million, including full availability on our $110 million credit facility. As of September 30th, we had net debt of $221.2 million, leading to a net leverage ratio as defined in our credit agreement of 2.11 times our trailing 12-month consolidated EBITDA based on the definition in our credit agreement of $105.0 million. Our balance sheet strength and cash flow generation support our ability to opportunistically invest in and grow our business. Going forward, we expect to continue to balance our capital allocation priorities between acquisitions to bolster our portfolio of events, investments in our own business, managing debt leverage to 3.0 times net debt to EBITDA or below, and returns of capital to shareholders, which includes dividends and opportunistic share buybacks. During the third quarter, we bought back 743,000 shares for $3.6 million, or an average price of $4.85 per share, under our existing buyback authorization, which had $19.6 million of capacity remaining. Our Board of Directors authorized an extension and expansion of that existing share repurchase program through December 31, 2025, for the repurchase of $25 million of Emeralds common stock, representing approximately 3% of the current equity market capitalization. Additionally, on October 29th, Emeralds Board of Directors declared a regular quarterly dividend of 1.5 cents per share for the quarter ending December 31, 2024, which would imply an annualized cash dividend amount of $12 million and reflecting a dividend yield of 1.3% based on yesterday's closing price. Turning to guidance, as Hervé noted, we now expect that our 2024 performance will be at least $400 million of revenue and at least $100 million of adjusted EBITDA. Our revised guidance reflects the impact of the discontinued events, the aforementioned content softness and the cancellation of one hosted by our event in October due to Hurricane Milton. As survey also noted, we believe this cancellation should fall under our event cancellation insurance policy, and we expect to file an insurance claim for this event shortly. Our guidance implies an adjusted EBITDA margin of approximately 25%. Note that we continue to believe that we can achieve an adjusted EBITDA margin in the range of 35% in the coming years as we continue to leverage our existing cost base, realize the benefits of our investments, and reap the benefits from the pruning of our portfolio. Thank you very much for your time. And with that, we'll now open the line for questions.

At this time, I would like to remind everyone in order to ask a question, press start followed by the number one on your telephone keypad. Your first question comes from the line of Barton Crockett with Rosenblatt. Please go ahead.

Okay. Thanks for taking the question. I guess a couple of things. One, I was wondering if you could explain a little bit more about why your outlook for EBITDA is reduced if so much of this is really tied to canceling unprofitable shows. I think you were kind of getting at it with the event level and other expenses. But if you could kind of elaborate on that a little bit more, just would help me kind of understand the guide. Sure. The use of the guidance.

So there's really three components here, Barton. And so one of them is the cancellation of events. And ultimately, many of these decisions, given we're sitting here in October, were made later in the year. But a lot of the SG&A related to those events was already spent this year. And so by not having the events and the related contribution margin, as modest as many of these were, we're not generating the money to fund SG&A we've already burned. And so as we adjust the SG&A, which is ongoing and will be done prior to entering next year, we'll be able to realize the full benefit on a bottom line basis in 2025. So it's really a timing difference. around when events were canceled and when money's been spent. But on an ongoing basis, this we expect to be beneficial to us in absolute dollars and surely margin because of that. The second is there was real softness in the content business. That is a business that has become volatile over the last two to three years in a difficult ad market with shorter-term decision-making by advertisers that has made it a little more difficult for us to forecast, admittedly. And so, you know, there is some bottom-line impact from that, as we mentioned in the call, a low-to-mid single-digit million-dollar impact versus our prior expectations. We took down our expectations on a percent basis fairly meaningfully for that business. The third, and it is a much smaller one. We didn't emphasize it a lot in the financial discussion, but the hurricane in Florida did cause a small event to be canceled. It's hitting us about a million bucks. Ultimately, we'll recover that in insurance, we believe. and there's nothing we've seen at this point to make us believe we won't, but it's unclear when that money is going to come, as we've learned in the past around insurance recoveries, and so we've just stripped that out of our expectation entirely. Okay.

And in terms of the content, has that revenue largely come out of EBITDA, those, you know, low to mid-single-digit millions?

It does at this point. You know, Digital media is a high contribution margin business. Again, given the timing, it's late in the year. And so it's a bit hard to get the cost basis adjusted in time to benefit this year. And so there is a high flow through in the short term of that shortfall versus what we thought.

Okay. So second question I'm wondering about is the You know, the commentary you've offered that, you know, the pacings look good for 2025. Is there anything different that you see now or that you know now that should give us, you know, any different level of confidence in what you see for 2025 relative to what you saw when you were starting 2024? I know you said pacings are better. But, you know, but things, but is there anything in terms of, you know, forward reservations, the fact that this is driven by some of that cancellations, or is that just the nature of the beast? I mean, it can look good and it can still change, you know, a few months later.

So, you know, pastings are, you know, they build over time. And so, you know, when we're looking into the first half, and that's our common is around the first half of 25, because that's where we have, all events in market and have been in market for some time and have high visibility. Where the back half, we have a little less visibility right now. As we move through the next few months and when we give our next update on the year end results, we'll have more visibility on the back half of the year than we do today. So we're not making a comment on the back half of the year. And as a reminder, We have talked extensively in the past about our mixed quarter-to-quarter of our business, and it is true that our poorer performers are more concentrated in the second and third quarter, and so we do have some time before we can make a call in the back half next year. However, in the first half next year, what's different is is that the pacing strength, it's not only higher as a percent of growth versus where we sat at this point last year, on this day last year, right? Because we practice every day. It's also more broad-based. There are more events outperforming in their pacing for next year than there were at this point last year. And for us, when we talk about portfolio optimization and portfolio mix and the number of events we run across a number of sectors, that's a really good sign. And you're right, we are also eliminating underperformers. We are eliminating events that we don't believe have a path to be growth assets, to be profitable assets that were part of the long tail of Emerald and will better allow us to focus our resources on the strong brands to drive better financial performance.

Okay. And then switching gears a little bit, I was just wanting to make sure I understand. There's been some press releases around blockchain futurists where suggesting, you know, suggesting you know, an acquisition, which I'm just not clear that that's exactly what's happened. So I was wondering if you could talk a little bit about what you're doing with that event, which is, you know, obviously popular in Canada. And I think expanding to Miami, you know, what is your engagement there?

I'll start and then I'll turn it to Hervé. There's a nuance that I think is also important as we think about portfolio optimization is we've talked a lot about investing in new launches in our accelerator units. There's been a slight shift in thinking where if we can identify emerging assets that are a couple years in and kind of do more of an acqui-hire type and bring them into the portfolio, we can accelerate launch activity in a way where it doesn't burn as much on the bottom line. Because we recognize that we've invested quite a bit EBITDA losses the last couple of years in launches. And so if we can minimize launches and accelerate path to market by finding the right emerging brands, we would do that. And so we had a launch in the blockchain area. This supplements what we were already doing and accelerates it in a way where we expect to eliminate the burn of that launch and have it be a contributor factor with a more favorable growth trajectory.

And the only thing I had is managed by the accelerator team and we continue to invest and push the team to grow. And to your point, there will be a launch in Miami that has been announced. And again, the accelerator team, which is our launch team, uh is uh investing and and um and and pushing uh that that launch so it is part of our to david's point our launch strategy uh this just fuels and accelerates uh our launches okay all right thank you guys sure your next question comes from the line of derek greenberg with maxson group please go ahead

Yeah, thanks for taking the question. To start, could you just give a little bit more color in terms of the profile of the events that were discontinued and why you think they were underperforming?

I'll cover that. We're not going to get into the detail of the launches that were discontinued because largely they are adjacency to existing brands. So just to give you a little bit of color, largely, not all, but largely the brands that were discontinued were added brands that were either geo-extensions, so brands that were extended in other cities, or, you know, brands that were just extended from existing brands. And they just were not, they didn't have the uptake or didn't serve the customers in the way that the brands initially thought they were. And as such, they weren't really driving the returns to the customers or to us that we were expecting. The large one that I will call out that doesn't fit this profile is NBA Con. One, it's more It's the largest one in the group, and it doesn't meet the profile that I just described. But other than that, we're not going to go through the detail of the list of the brands that we've discontinued. Hopefully that gives you the color that you're looking for.

Yeah, that's definitely helpful. Thank you. And then could you just comment on how the business is tracking relative to pre-pandemic? some of the steps that could make you get back to full performance there.

So pre-pandemic is at this point a very long time ago, and our business looks very different. So it's not really that relevant for many of our parts of our portfolio, especially as we shift the mix of what we're executing on. Per the discontinued events, comments there's clearly some events that were frankly they were underperformers before the pandemic um and after the pandemic uh they're still underperformers and uh and and while uh stronger brands have bounced back and and many many many of our brands across the portfolio are exceeding pre-pandemic levels um you know this group is a big part of the group that hasn't been There are still a small number that still have not gotten back, and each industry has its own issue. Each industry that we have our events have their own dynamics of what's going on, and we continue to work to drive growth and more growth out of those assets.

Okay, got it. And then in terms of getting international to return and drive in that side of the business, I was just wondering... how you're progressing that.

How we're progressing in terms of international? So as we've shared in the past, we've invested in an international sales team. So we've invested in that because we said that we were underweight in terms of Emerald's international penetration. That takes a bit of time in terms of really building the international But the network is built. We have over 50 sales agents now around the world. I forget the exact number, but it's north of 50 sales agents that are representing Emerald brands around the world. And we are starting to see some activity here. and diverse activity from more countries around the world. But it will take some time for us to see the full impact of that investment, but we expect to see that over the coming few years. Now, we do see we have a team that just came back from China, and we do expect some headwinds from China. I think some of it will depend on the outcome of the election next week. But we're watching that closely. But we're hearing from China that they're watching that closely. And while it's a small part of total Emerald revenues, it's a large part of the international revenue. And so we are taking active steps to diversify our international revenues from China as we speak.

Got it. And then in terms of the hosted buyer event that was impacted by the hurricane, is that something you plan on still trying to host this year, or is it just canceled until next year?

No, we've canceled it. We've canceled the event altogether for this year.

Okay, got it. And then my last question would just be how you're progressing with integrating and using AI across the business.

So that's a good question. It's work in progress. AI for us is a hot topic, and we have a number of tests around the company. They're largely around internal use. For instance, our marketing teams are using it for email copy and for headlines and landing page copy. some of those types of things. But AI can really help scale our personalization efforts in marketing and more quickly and effectively and efficiently help improve some of the conversion rates that we see from our marketing team. So we really think that from an internal use It will help on the marketing side, and we're testing a number of initiatives, and we'll continue to test use of AI internally, and we plan to scale that as we monitor the outcome of these tests.

Okay, great. Thanks for taking my questions.

I will now turn the call back over to Hervé Sedky for closing remarks. Please go ahead.

Thank you very much. Well, I wanted to thank you all for joining the call. Over the course of the last few years, we've talked a lot about our three pillars of growth, which are portfolio optimization, customer centricity, and 365%. day engagement. And the reality is this quarter, we've really focused more on portfolio optimization. And portfolio optimization in the last few years' discussion has really centered largely around M&A. Today, we've talked more about discontinuing events. And we've made difficult decisions, but these difficult decisions were important to optimize the mix of our portfolio to really position us well for sustained growth for the foreseeable future. So while they were difficult decisions, they were important, and we look forward to updating you as we continue to make progress on our growth strategy in the upcoming quarters. So thank you again for joining the call, and I look forward to speaking to you next quarter.