Emerald Holding, Inc.

Good morning and welcome to the Emerald Holding Inc. 4th Quarter and Full Year 2024 Earnings Conference Call. Before we begin, let me remind everyone that this call will include certain statements that constitute forward-looking statements within the meaning of 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 2025 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 from those indicated or implied by such statements. For a discussion of these risks, 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. 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 that are most comparable GAAP measures can be found in a company's earnings release, which is available on the company's Investors Relations website. I would now like to turn the call over to Mr. Herve Sedki, President and Chief Executive Officer. Please go ahead.

Thank you, Calvin. And good morning, everyone, and thank you for joining us today. I'll begin today by discussing our performance and strategic initiatives, and then David Haas, our CFO, will provide a more detailed review of our financials. 2024 and the early weeks of 2025 marked a pivotal time for Emerald. We've laid the groundwork for future successes through deliberate strategic initiatives, And as noted in our prior call, we launched an aggressive portfolio optimization effort in 2024. This involved pruning several unprofitable events and establishing a nimbler portfolio primes for growth. At the same time, I'm very pleased to announce two exciting acquisitions today, which further our efforts to drive scale and strengthen growth and margin over the long term. Today, our portfolio is made up of events in increasingly high-growth sectors covering seven industry verticals, including enhanced exposure to design, luxury, and technology-oriented events. We feel confident about our portfolio strength. It's supported by an improved business mix from portfolio optimization and earlier strategic realignment in our content and commerce businesses. As many of you know, historically, Emerald functioned as a decentralized federation of brands rather than a unified platform. Today, we operate with scalable infrastructure that enables organic growth, improved customer efficiency, and stronger financial performance. As we accelerate organic growth, we expect significant flow through to the bottom line and to improve customer experience while also delivering real customer value. As we move into 2025, We believe Emerald is primed for improved growth and margin enhancements, supplemented by a very healthy M&A pipeline. As we shared in our press release this morning, we're thrilled to announce two strategic acquisitions that we believe will immediately enhance the value of the business. First, we signed a definitive agreement to acquire This Is Beyond, a London-based luxury travel events business. Business Beyond provides luxury travel vendors and operators with the opportunity to meet vetted, decision-making buyers and supplies travel leaders that form to build relationships, create new business ideas, and generate revenue. Exhibitors are typically high-end travel or hotel brands with a design or lifestyle focus, while buyers are travel designers, global school operators, or in-house travel managers. Business Beyond's highly experiential events emphasize top leadership and networking as a key component. This acquisition aligns seamlessly with our strategy to expand in high growth, high margin sectors. In addition to strengthening our event portfolio, it also presents significant organic growth opportunities across Business Beyond's portfolio, including several events still in their early growth phases. Moreover, The company's proven entrepreneurial track record positions Emerald to innovate and launch new concepts, which is consistent with our accelerator strategy. Business Beyond also provides us with a leading niche in the global travel business. According to Skip, the luxury travel demand surged in 2023 and continued to grow as affluent individuals prioritized travel as their top activity. Exceptional service 78% and exclusivity at 67% are the top factors in luxury travel, highlighting the importance of personalized attention and intimate settings. More importantly, 85% of luxury travelers consider travel advisors crucial for securing personalized luxury experiences. As a forum for the leading luxury travel brands to network and connect on the latest luxury travel trends, Business Beyond offers attendees a better understanding of how to cater to and attract high-end luxury travelers. Business Beyond currently produces seven events globally, including three in the United States. Its two largest events are Pure Life Experiences, which is focused on high-end experiential travel sector, LA Miami, which focuses on the high-end contemporary travel sector and caters to a creative and consumer base, Other notable events include We Are Africa, which supports high-end travel to Africa, Further East, an event held in Bali for the high-end APAC travel region, and Specialists in Entertainment Travel, which addresses the entertainment travel sector for touring, music, and other entertainment acts, among others. We're thrilled to add This Is Beyond to the MRO portfolio. This transaction is currently undergoing antitrust review in Morocco, For one event, PURE takes place, and we expect to close the transaction during the second quarter pending regulatory approval. On a personal note, I've spent much of my career in the travel industry with the American Express Company. What I know to be true about this acquisition is that the luxury travel market is the most attractive subsector of travel with long-term and resilient growth characteristics. We look forward to the potential that the This is Beyond business provides to Emerald longer term. In addition to This is Beyond, we are also pleased to announce that we closed the acquisition of InsureTech Insights. Launched in Europe in 2018, InsureTech Insights operates three large-scale insurance technology conferences in New York, London, and Hong Kong. Their conferences empower insurance professionals with insights, inspiration and networking opportunities and discoveries for the latest technological innovations transforming the insurance sector. Attendees at their events include insurance brokers and agents from the top insurers and solution providers globally. In just a few short years, InsurTech Insights has already grown into one of the preeminent insurance conferences and has an exciting runway ahead of it. More importantly, it provides Emerald's with a foothold in the fast-growing insurance technology industry, where meaningful investments are being made by insurers in improving customer experience, automation of processes, artificial intelligence, and cloud computing, among others. We believe this is a long-term trend with a strong growth characteristic, a view reinforced by a recent study by Alliance Global that forecasts steady insurance industry growth across all regions. with a projected figure of 5% to 6% globally through 2030. In their view, growth will be supported by innovation and ongoing digital transformation, leaving InsurTech Insights under Emerald's ownership well positioned to capitalize on emerging industry tailwinds as we would expect the technology providers to the industry to exceed that rate. Together, both transactions further strengthen and optimize our portfolio mix, diversifying our events into a broader portfolio of high-growth categories. We expect the combined transactions to be accretive to our growth rate and margins, and expect them to contribute approximately $40 million of revenue and approximately $15 million of adjusted EBITDA to our financials in 2025. Beyond these acquisitions, we also recently completed a refinancing of our debt on January 30th, enhancing our financial position and providing greater flexibility to execute on our strategic priorities. This transaction is a pivotal milestone in strengthening our financial flexibility and optimizing our capital structure. By enhancing our liquidity and reducing financing costs by 125 basis points, we have greater capacity to accelerate portfolio optimization initiatives bolster free cash flow, and advance our strategic growth priorities with confidence. We thank our lenders and greatly appreciate their strong support. David will walk you through the specific terms in greater detail in a moment. As we look ahead, our strategy remains anchored in our three pillars of value creation, customer centricity, 365-day engagement, and portfolio optimization, with a heavy emphasis on the portfolio optimization opportunity. We're excited to build upon our diverse portfolio of must-attend events encompassing high growth industries. We are confident in the strength of our portfolio and remain open to pursuing strategic opportunities for future acquisitions and new launches. As I noted earlier, our pruning efforts in 2024 optimized the mix of our portfolio more towards high growth industries and higher margin events that better position us for sustained growth. 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. It's proven that in-person events are irreplaceable for business outcomes. They have consistently led to faster trust-building and more effective business development compared to virtual interactions. This value is evidence in the broad-based year-over-year pacing growth we're seeing in the first half of 2025, giving us confidence for the year. This also takes into account the ongoing construction at Las Vegas Convention Center, which has had continued impact on certain Emerald Bread and which we expect to cycle past in 2026, given construction is expected to be completed later this year. We have several exciting events in the first quarter, including KBiz, the kitchen and bath event, which was held in mid-February, the sports licensing and tailgate show impressions, and the International Pizza Expo. Our acquisition pipeline also remains robust. We expect continued activity as we move through the year, which was the primary driver of our upsized term loan in January. Our efforts to proactively approach What we believe are attractive assets to add to the Emerald portfolio are bearing fruits, not just with the acquisitions announced today, but with meaningful incremental near-term opportunities that we continue to work on. In terms of our outlook for 2025, including the acquisitions announced today, we expect revenue to increase to a range of $450 million to $460 million, and adjusted EBITDA to increase to a range of $120 million to $125 million. This implies a 200 basis point improvement and adjusted EBITDA margin to 27%. As we continue our journey, we do so with confidence in the strength of our portfolio, the resilience of our team, and the immense opportunities ahead. With a clear vision and a commitment to innovation, Emerald is poised to drive lasting growth for years to come. Now, I'll turn the call over to David to review financials.

Thank you, Herve, and good morning, everyone. As Hervé said, 2024 was a constructive year for Emerald and we're well positioned for 2025 and beyond. Looking at our results, revenue for the fourth quarter was $106.8 million compared to $101.5 million in the prior year quarter. This was driven primarily by growth of $6.1 million in organic revenue, or 6.5%, which takes into account the impact of acquisitions scheduling adjustments, and discontinued events. The top line was also aided by $4.8 million in revenue from acquisitions. Growth in the quarter was partially offset by scheduling adjustments of $3.7 million, where events staged in the fourth quarter of last year, but in the third quarter of this year. And prior year discontinued event revenue of $1.9 million pruned as part of our portfolio optimization efforts. Revenue for the full year totaled $398.8 million, an increase of 4.2% versus the prior year. The increase was driven by organic revenue growth of $21.3 million, or 5.9%, as well as $13.5 million in revenue from acquisitions. This was offset by prior year discontinued revenue of $18.2 million relating to portfolio optimization efforts, and $0.6 million in forfeited revenue due to the cancellation of one of our hosted buyer events in October as a result of Hurricane Milton. We successfully recovered proceeds of $0.5 million from our event cancellation insurance policy, reflecting the bottom line impact of the cancellation. This is reflected in the other income line of our P&L, consistent with past practice. I'd like to highlight the impact of events staged in 2024, but have been discontinued going forward. These events dragged organic growth by approximately 1%, meaning that the remaining ongoing portfolio of Emerald's businesses actually grew 1% faster last year. Fourth quarter adjusted EBITDA excluding insurance proceeds was $32.6 million compared to $35.8 million in the prior year quarter. Including the $0.5 million of insurance proceeds noted above, For the event canceled within the period due to the hurricane, adjusted EBITDA was $33.1 million. Adjusted EBITDA excluding event cancellation insurance for the full year 2024 was $100.2 million compared to $95 million in the prior year. The increase was due to continued cost management as well as portfolio optimization efforts that resulted in a discontinuation in 2024 of several small, non-core, and unprofitable events. In addition to the insurance recovery for the fourth quarter, hurricane-related cancellation, earlier in the year, we recovered $1 million for a cancellation from a previous year. Including these proceeds, adjusted EBITDA was $101.7 million. Turning to expenses, fourth quarter SG&A was $34.6 million versus $36.1 million in the prior year period, driven by continued management of overhead costs, decreased costs related to discontinued events, and lower stock-based compensation expense. This was partially offset by the impact of acquisitions and integration costs. For the full year, SG&A was $170.4 million versus $168.3 million in 2023, driven by similar reasons as the fourth quarter. In the fourth quarter, we generated $17.9 million of free cash flow, excluding event cancellation insurance proceeds, as compared to $13.5 million in the prior year period. For the full year, free cash flow is $35.5 million, as compared to $26 million in the prior year. Including insurance recoveries, free cash flow for 2024 was $37 million. Following on Hervé's comments on the This is Beyond and InsurTech Insight acquisitions, I'd like to provide a bit more detail. Both companies are based in the UK, even though they operate events in several markets, including the United States. Combined, we are paying 124 million pounds sterling for the businesses. This equates to approximately $160 million at recent exchange rates. The InsurTech Insights acquisition is already closed. However, as Hervé mentioned, the This Is Beyond acquisition is pending regulatory approval in Morocco, where Beyond stages its Pure Life Experiences event. We do not anticipate any issues garnering approval, given that Emerald has no pre-existing presence in Morocco, nor in the travel sector. Our expectation is that the deal will close in the second quarter and prior to BEYOND's LE Miami event in May. As already noted, we expect the combined businesses to contribute revenue of approximately $40 million and adjusted EBITDA of approximately $15 million in 2025. We also expect these acquisitions to be accretive to Emerald's overall growth and margins, as we believe there is substantial incremental growth opportunity long-term in both businesses. I also want to highlight the impact this has on the portfolio mix of Emerald's events. As we have long discussed, we run a portfolio of brands exposed to different vertical end markets. It is highly beneficial for an event to operate in a healthy and growing sector. Our goal with our portfolio optimization strategy is to continuously work to improve the mix of events in our portfolio and increase our mix towards healthy and growing industries. With these deals, we have taken a big step forward. For example, Our exposure to the luxury category, now across high-end jewelry and travel, among other subsectors, has increased over 13% of revenue on a pro forma basis from less than 8% before, while our exposure to the technology sector has increased to 15% on a pro forma basis from 13% before. At the same time, our exposure to gift and home events has declined meaningfully to only 12% of revenue on a pro forma basis, whereas over the last few years, it was as high as 24% of revenue. Overall, we are pleased with the continued improvement in the long-term positioning of our portfolio and remain focused on incrementally strengthening it going forward. Shifting to the balance sheet, we had a healthy cash balance of $194.8 million as of December 31, 2024, versus $188.9 million as of September 30th. As of December 31, we had net debt of $214.3 million, leading to a net leverage ratio as defined in our credit agreement of 1.9 times our trailing 12-month consolidated EBITDA, based on the definition in our credit agreement of $115.8 million. Proforma leverage, including the impact of our refinancing, assuming the full-year benefit of the acquired companies, and subtracting the acquisition cost from cash, the net leverage ratio increases to just under 3.0 times. As Hervé mentioned, on January 30th, we successfully executed a strategic refinancing of our first lien term loan and extended our revolving credit facility, enhancing our capital structure and improving financial flexibility. We replaced our existing $409 million first lien term loan with a new upsized seven-year $515 million senior secured term loan facility maturing on January 30, 2032. Additionally, we extended the maturity of our $110 million senior secured revolving credit facility by five years to January 30, 2030. Notably, we achieved a significant reduction in pricing, with spreads tightening to SOFR plus 375 basis points from the previous SOFR plus 500 basis points, reflecting improved credit market positioning. Pro forma for the refinancing our cash at year end would have been approximately $287 million net of leakage of fees related to the capital raise. This is prior to funding the acquisitions we have discussed today. We believe our balance sheet strength and cash flow generation support our ability to opportunistically invest in and grow the business, as well as optimize the per share value of our stock. In 2025, we expect to continue to balance capital allocation between acquisitions, investments in our own business, managing debt leverage, and opportunistic share buybacks. During the fourth quarter, we bought back roughly 1.8 million shares for $8.4 million at an average price of $4.68 per share under our existing and prior buyback authorizations. The current authorization had $17.4 million of capacity remaining at year-end. Since the beginning of the program in 2021, we have repurchased a total of 13.3 million shares of common stock for $53.7 million, demonstrating our unwavering commitment to delivering value and returning capital to shareholders. Additionally, on February 26th, Emerald's Board of Directors declared a regular quarterly dividend of one and a half cents per share for the quarter ending March 31, 2024, which would imply an annualized cash dividend amount of $12 million and reflecting a dividend yield of 1.6% based on yesterday's closing price. Turning to our outlook, we are initiating full year guidance for 2025 in the range of $450 million to $460 million in revenue and $120 million to $125 million in adjusted EBITDA. Overall, this implies at least mid-single digit organic growth rate. Within our guidance, we have built in some impact to our outlook from tariffs imposed and threatened by the US government. Though note that our international exposure is relatively small. Today, our international exposure is approximately 10% of our revenue. Exhibitors coming from China generate roughly 2% of revenue. Canada, the same. And Mexico, less than 1% across companies that sell products or services. Sitting here, 10 weeks into the year, Events that have already taken place represented 36% of our expected annual international revenue. So any potential risk is already meaningfully reduced. Our overall guidance reflects our current expectations based on what we are seeing in real time and what we have already sold this year. We plan to continue to monitor the situation closely as we move through the remainder of 2025. We have also built into our expectations some drag from the ongoing construction at the Las Vegas Convention Center, as well as note the impact of our portfolio pruning, which eliminated $5 million of revenue from events that staged in 2024, but will not stage in 2025. And now we'll open up the call for questions. Operator?