Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2024

 

 

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-38076	42-1775077
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 Broadway, 14th Floor
New York, New York				10005
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		EEX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On October 30, 2024, Emerald Holding, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the third quarter ended September 30, 2024. Copies of the press release and presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, attached hereto and incorporated by reference herein. The Company will also make the financial results presentation available on its website.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

Exhibit No.	Description
99.1 99.2 104	Press Release of the Company, dated October 30, 2024. Third Quarter 2024 Financial Results Presentation. Cover Page Interactive Data File (embedded within the inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EMERALD HOLDING, INC.
Date:	October 30, 2024	By:	/s/ David Doft
			David Doft Chief Financial Officer

 

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Exhibit 99.1

 

Emerald Reports Third Quarter 2024 Financial Results

Company Accelerates Portfolio Optimization Initiatives - Discontinues Several Smaller, Unprofitable Events Totaling $20 million of Run-Rate Revenue

 

 

NEW YORK, N.Y. – October 30, 2024 – Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”), America’s largest producer of trade shows and their associated conferences, content and commerce, today reported financial results for the third quarter ended September 30, 2024.

 

Financial Highlights

•

Revenues of $72.6 million for the third quarter 2024, an increase of $0.1 million, or 0.1% over Q3 2023, primarily due to revenues from acquisitions and scheduling differences, offset by organic decline, sustained softness in the Content business, and several small, discontinued events that were not contributing to profitability.

•

Organic Revenues, a non-GAAP measure, which takes into account the impact of acquisitions, scheduling adjustments and discontinued events, if any, of $58.7 million for the third quarter 2024, a decrease of $3.3 million, or 5.3%, from $62.0 million for the third quarter 2023 (Refer to Schedule 1 for a reconciliation to revenues, the most directly comparable GAAP measure)

•

Net loss of $11.1 million for the third quarter 2024, compared to net income of $10.7 million for the third quarter 2023.

•

Adjusted EBITDA, a non-GAAP measure, of $12.5 million for the third quarter of 2024, compared to $10.8 million for the third quarter 2023 (Refer to Schedule 3 for a reconciliation to net (loss) income, the most directly comparable GAAP measure); Increased Adjusted EBITDA excluding event cancellation insurance, a non-GAAP measure, by 56.2% as compared to $8.0 million in the third quarter of 2023 (Refer to Schedule 3 for a reconciliation to net (loss) income, the most directly comparable GAAP measure)

•

Ended the quarter with $188.9 million in cash and full availability of its $110.0 million revolving credit facility.

 

Operational and Capital Structure Updates

•

For the full year 2024, the Company is updating its FY 2024 guidance and now expects to generate at least $400 million of Revenue and at least $100 million of Adjusted EBITDA.

•

Accelerated portfolio optimization initiatives through the discontinuation of 20 smaller, unprofitable events totaling $20 million of historical run-rate revenue

•

The Company repurchased $3.6 million of its common stock in the third quarter at an average price of $4.85 per share

•

Emerald’s Board of Directors authorized an extension and expansion of existing share repurchase program through December 31, 2025 for the repurchase of $25.0 million of Emerald’s common stock

•

On October 29, 2024, Emerald’s Board of Directors declared a dividend for the quarter ending December 31, 2024 of $0.015 per share

 

Hervé Sedky, Emerald’s President and Chief Executive Officer, said, “We managed through several operational initiatives in our Connections business this quarter, including accelerating our portfolio optimization efforts. This, combined with sustained softness in our Content business, impacted our performance and resulted in our outlook for the year to be below prior expectations. Despite these near-term effects, our overall Connections pacing into H1 2025 is showing accelerated growth, driving expectations for improved results in the new year.

We pruned twenty select, non-core events which, in aggregate, were a drag on organic growth and weren’t contributing to profitability. While this process is expected to enhance our overall growth rate, margin and profitability in 2025, it will have a negative impact on our 2024 performance. We are also working to address softness in our Content business, which accounts for just 5% of revenue, where a challenging advertising environment in several of our end markets continues to weigh on our performance. We have a profitable portfolio of well-known and respected events and are committed to building this portfolio through new event launches as well as accretive acquisitions in the coming year.”

David Doft, Emerald’s Chief Financial Officer, added, “We feel confident that the changes to the makeup of our portfolio and more aggressive efforts in our Content business leave us well positioned for strength in 2025 and beyond. Our forward visibility into trade

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show booking, including into the first half of 2025, as well as the critical place of trade shows in companies’ marketing budgets, gives us confidence in our ability to deliver year-over-year growth as we cycle past these near-term effects.”

 

Third Quarter 2024 Financial Performance and Highlights

 

		Three Months Ended September 30,																Nine Months Ended September 30,
		2024				2023				Change				% Change				2024				2023				Change				% Change
		(unaudited, dollars in millions, except percentages and per share data)
Revenues		$	72.6			$	72.5			$	0.1				0.1	%		$	292.0			$	281.3			$	10.7				3.8	%
Net (loss) income		$	(11.1	)		$	10.7			$	(21.8	)		NM				$	(2.9	)		$	9.7			$	(12.6	)		NM
Net cash provided by   operating activities		$	9.1			$	8.5			$	0.6				7.1	%		$	26.2			$	24.7			$	1.5				6.1	%
Diluted loss per share		$	(0.05	)		$	—			$	(0.05	)		NM				$	(0.11	)		$	(0.33	)		$	0.22			NM
Non-GAAP measures:
Adjusted EBITDA		$	12.5			$	10.8			$	1.7				15.7	%		$	68.6			$	61.9			$	6.7				10.8	%
Adjusted EBITDA excluding event cancellation insurance proceeds		$	12.5			$	8.0			$	4.5				56.2	%		$	67.6			$	59.1			$	8.5				14.4	%
Free Cash Flow		$	6.7			$	5.5			$	1.2				21.8	%		$	18.6			$	15.3			$	3.3				21.6	%
Free cash flow excluding event cancellation insurance proceeds, net		$	6.7			$	2.7			$	4.0				148.1	%		$	17.6			$	12.5			$	5.1				40.8	%

 

•

Third quarter 2024 revenues were $72.6 million, an increase of $0.1 million or 0.1% versus the third quarter 2023, driven primarily by $4.2 million in revenue from acquisitions as well as scheduling adjustments of $4.2 million, offset by prior year discontinued event revenue of $5.0 million that was not contributing to profitability and organic decline of $3.3 million.

•

Third quarter 2024 Organic Revenues from the Connections reportable segment were $48.5 million, a decrease of $3.0 million or 5.8% versus the third quarter 2023.

•

Third quarter 2024 Organic Revenues from the All Other category were $10.2 million, a decrease of $0.3 million or 2.9% versus the third quarter of 2023, due to a $0.8 million decrease in Content revenues offset by a $0.5 million increase in Commerce revenues.

•

Third quarter 2024 net loss was $11.1 million, compared to net income of $10.7 million for the third quarter 2023 principally as a result of lower benefit from income taxes and recognition of intangible asset impairment charges offset by lower stock-based compensation expense, and other items primarily relating to acquisition costs.

•

Third quarter 2024 Adjusted EBITDA was $12.5 million, compared to $10.8 million for the third quarter 2023. Adjusted EBITDA excluding event cancellation insurance for the third quarter of 2023 was $8.0 million. The year-over-year increase was a result of cost management and the discontinuation of several small, non-core and unprofitable events.

 

For a discussion of the Company’s presentation of Organic revenues and Adjusted EBITDA, which are non-GAAP measures, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 1 for a reconciliation of Organic revenues to revenues (discussed in the first paragraph of this section), the most directly comparable GAAP measure, and refer to Schedule 3 for a reconciliation of Adjusted EBITDA to net income (discussed in the second paragraph of this section), the most directly comparable GAAP measure.

Cash Flow

•

Third quarter 2024 net cash provided by operating activities was $9.1 million, compared to $8.5 million in the third quarter 2023 primarily due to increased Adjusted EBITDA.

•

Third quarter 2024 capital expenditures were $2.4 million, compared to $3.0 million in the third quarter 2023.

•

Third quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, which the Company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $6.7 million, compared to $2.7 million in the third quarter 2023. The calculation of third quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring

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acquisition related transaction costs of $1.0 million, acquisition integration and restructuring-related transition costs of $1.4 million and $0.7 million in non-recurring legal, audit and consulting fees. The calculation of third quarter 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.9 million, acquisition integration, restructuring-related transition costs of $1.4 million, and non-recurring legal and consulting fees of $0.8 million. The total of these items is $3.1 million and $3.1 million for the quarters ended September 30, 2024 and 2023, respectively.

 

For a review of the Company’s presentation of Free Cash Flow, which is a non-GAAP measure, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 4 for a reconciliation of Free Cash Flow to net cash provided by operating activities (discussed in the first paragraph of this section), the most directly comparable GAAP measure.

 

Dividend

On October 29, 2024, Emerald’s Board of Director’s declared a dividend for the quarter ending December 31, 2024, of $0.015 per share payable on November 21, 2024 to holders of Emerald’s common stock as of November 11, 2024.

Emerald Extends and Expands Share Repurchase Program

Emerald’s Board of Directors approved an extension and expansion of the Company’s share repurchase program that allows for the repurchase of $25.0 million of its common stock through December 31, 2025. In the three months ended September 30, 2024, Emerald bought back 742,939 shares for $3.6 million at an average price of $4.85 per share.

Since the beginning of the share program in 2021, the Company has bought back 11.7 million shares of common stock for $45.9 million through the program. Prior to the expansion, Emerald had $19.6 million remaining available under its prior repurchase authorization.

Conference Call Webcast Details

As previously announced, the Company’s leadership will hold a conference call to discuss its third quarter 2024 results at 8:30 am EDT on Wednesday, October 30, 2024.

The conference call can be accessed by dialing 1-800-717-1738 (domestic) or 1-646-307-1865 (international). A telephonic replay will be available approximately two hours after the call by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 1112376. The replay will be available until 11:59 pm (Eastern Time) on November 6, 2024.

 

Interested investors and other parties can access the webcast of the live conference call by visiting the Investors section of Emerald’s website at http://investor.emeraldx.com. An online replay will be available on the same website immediately following the call.

 

About Emerald

Emerald’s talented and experienced team grows our customers’ businesses 365 days a year through connections, content, and commerce. We expand connections that drive new business opportunities, product discovery, and relationships with over 140 annual events, matchmaking, and lead-gen services. We create content to ensure that our customers are on the cutting edge of their industries and are continually developing their skills. And we power commerce through efficient year-round buying and selling. We do all this by seamlessly integrating in-person and digital platforms and channels. Emerald is immersed in the industries we serve and committed to supporting the communities in which we operate. As true partners, we create experiences that inspire, amaze, and deliver breakthrough results. For more: http://www.emeraldx.com/.

 

Non-GAAP Financial Information

This press release presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These non-GAAP financial measures are in addition to, and not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that these non-GAAP financial measures enhance the reader’s understanding of our past financial performance and our prospects for the future. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included in the schedules attached hereto.

 

Organic Revenue

We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii) discontinued events and (iii) material show scheduling adjustments. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe provide a fair comparison of the trends underlying our existing event portfolio given changes in timing or strategy. Management and Emerald’s board of directors evaluate changes in Organic revenue to evaluate our historical and prospective financial performance and understand underlying revenue trends of our events.

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Adjusted EBITDA

We use Adjusted EBITDA because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and Emerald’s board of directors use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Adjusted EBITDA should not be considered as an alternative to net income as a measure of financial performance or to cash flows from operations as a liquidity measure.

 

We define Adjusted EBITDA as net income before (i) interest expense, net, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) goodwill and other intangible asset impairment charges and (vi) other items that management believes are not part of our core operations.

 

We have also presented Adjusted EBITDA excluding event cancellation insurance proceeds in order to illustrate the amount of Adjusted EBITDA from continuing operations.

 

Note: Schedule 3 provides reconciliations for 2024 and 2023 Adjusted EBITDA to net (loss) income, however, it is not possible, without unreasonable efforts, to estimate the impacts of show scheduling adjustments, acquisitions and certain other special items that may occur in 2024 as these items are inherently uncertain and difficult to predict. As a result, the Company is unable to quantify certain amounts that would be included in a reconciliation of 2024 projected Adjusted EBITDA to projected net income without unreasonable efforts and has not provided reconciliations for these forward-looking non-GAAP financial measures.

 

Free Cash Flow

We present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used to maintain and grow our business, for the repayment of indebtedness, payment of dividends and to fund strategic opportunities. Free Cash Flow is a supplemental non-GAAP measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measures determined in accordance with GAAP.

 

We have also presented Free Cash Flow excluding event cancellation insurance proceeds, net in order to illustrate the amount of Free Cash Flow from continuing operations.

 

Other companies may compute these measures differently. No non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.

 

Cautionary Statement Concerning Forward-Looking Statements

This press release contains and our earnings call will contain certain forward-looking statements, including, but not limited to, statements regarding our ability to return our business to pre-COVID levels; general economic conditions, or more specifically about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions, among others; our guidance with respect to estimated revenues and Adjusted EBITDA; our ability or inability to obtain insurance coverage relating to event cancellations or interruptions; our intention to continue to pay regular quarterly dividends; and our ability to successfully identify and acquire acquisition targets; our expectations arising from the ongoing impact of COVID-19 on our business; and how we integrate and grow acquired businesses. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Board and will depend on a number of factors, including Company’s results of operations, cash flows, financial position and capital requirements, any applicable restrictions under the Company’s debt facilities, as well as general business conditions, legal, tax and regulatory restrictions and other factors the Board deems relevant at the time it determines to declare such dividends. These statements are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Contact

Emerald Holding, Inc.

Investor Relations

[e-mail]

1-866-339-4688 (866EEXINVT)

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Emerald Holding, Inc.

Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

(unaudited, dollars in millions, share data in thousands, except loss per share data)

		Three Months Ended September 30, 2024				Three Months Ended September 30, 2023				Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
Revenues		$	72.6			$	72.5			$	292.0			$	281.3
Other income, net			—				2.8				1.0				2.8
Cost of revenues			23.1				25.9				103.7				101.9
Selling, general and administrative expense			40.8				41.6				135.8				132.2
Depreciation and amortization expense			7.1				8.8				21.2				35.2
Intangible asset impairment charges			6.3				—				6.3				—
Operating (loss) income			(4.7	)			(1.0	)			26.0				14.8
Interest expense			12.3				12.1				36.4				31.5
Interest income			2.2				1.6				6.6				5.0
Loss on extinguishment of debt			—				—				—				2.3
Other expense			—				0.1				—				0.3
Loss before income taxes			(14.8	)			(11.6	)			(3.8	)			(14.3	)
Benefit from income taxes			(3.7	)			(22.3	)			(0.9	)			(24.0	)
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc.		$	(11.1	)		$	10.7			$	(2.9	)		$	9.7
Accretion to redemption value of redeemable convertible preferred stock			—				(10.7	)			(12.7	)			(31.2	)
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders		$	(11.1	)		$	—			$	(15.6	)		$	(21.5	)
Basic loss per share			(0.05	)			—				(0.11	)			(0.33	)
Diluted loss per share			(0.05	)			—				(0.11	)			(0.33	)
Basic weighted average common shares outstanding			203,893				63,586				141,179				64,317
Diluted weighted average common shares outstanding			203,893				63,586				141,179				64,317

 

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Emerald Holding, Inc.

Condensed Consolidated Balance Sheets

(dollars in millions, share data in thousands, except par value)

		September 30, 2024				December 31, 2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	188.9			$	204.2
Trade and other receivables, net of allowances of $1.6 million and $1.4 million, as of September 30, 2024 and December 31, 2023, respectively			86.4				85.2
Prepaid expenses and other current assets			37.0				21.5
Total current assets			312.3				310.9
Noncurrent assets
Property and equipment, net			1.7				1.5
Intangible assets, net			162.2				175.1
Goodwill, net			573.4				553.9
Right-of-use assets			6.9				8.8
Other noncurrent assets			3.3				3.7
Total assets		$	1,059.8			$	1,053.9
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and other current liabilities		$	46.3			$	46.6
Income taxes payable			—				0.2
Cancelled event liabilities			1.7				0.6
Deferred revenues			190.2				174.3
Contingent consideration			0.2				0.2
Right-of-use liabilities, current portion			3.9				4.0
Term loan, current portion			4.2				4.2
Total current liabilities			246.5				230.1
Noncurrent liabilities
Term loan, net of discount and deferred financing fees			398.6				398.7
Deferred tax liabilities, net			5.7				3.1
Right-of-use liabilities, noncurrent portion			6.4				8.9
Other noncurrent liabilities			11.5				8.5
Total liabilities			668.7				649.3
Commitments and contingencies
Redeemable convertible preferred stock
7% Series A Redeemable Convertible Participating Preferred Stock,    $0.01 par value; authorized shares at September 30, 2024 and December 31,    2023: 80,000; zero and 71,403 shares issued and outstanding;    aggregate liquidation preference of zero and $492.6 million at    September 30, 2024 and December 31, 2023, respectively			—				497.1
Stockholders’ equity (deficit)
Common stock, $0.01 par value; authorized shares at September 30, 2024    and December 31, 2023: 800,000; 203,220 and 62,915 shares    issued and outstanding at September 30, 2024 and December 31, 2023, respectively			2.0				0.6
Additional paid-in capital			1,044.3				559.2
Accumulated deficit			(655.2	)			(652.3	)
Total stockholders’ equity (deficit)			391.1				(92.5	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)		$	1,059.8			$	1,053.9

 

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Schedule 1

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REVENUES TO ORGANIC REVENUES

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
Consolidated		2024				2023				$				%				2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	72.6			$	72.5			$	0.1				0.1	%		$	292.0			$	281.3			$	10.7				3.8	%
Deduct:
Acquisition revenues			(4.2	)			—												(8.7	)			—
Discontinued events			—				(5.0	)											—				(16.2	)
Scheduling adjustments(1)			(9.7	)			(5.5	)											(8.5	)			(2.8	)
Organic revenues		$	58.7			$	62.0			$	(3.3	)			(5.3	%)		$	274.8			$	262.3			$	12.5				4.8	%

 

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
Connections		2024				2023				$				%				2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	62.4			$	62.0			$	0.4				0.6	%		$	260.8			$	249.8			$	11.0				4.4	%
Deduct:
Acquisition revenues			(4.2	)			—												(8.7	)			—
Discontinued events			—				(5.0	)											—				(16.2	)
Scheduling adjustments(1)			(9.7	)			(5.5	)											(8.5	)			(2.8	)
Organic revenues		$	48.5			$	51.5			$	(3.0	)			(5.8	%)		$	243.6			$	230.8			$	12.8				5.5	%

 

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
All Other		2024				2023				$				%				2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	10.2			$	10.5			$	(0.3	)			(2.9	%)		$	31.2			$	31.5			$	(0.3	)			(1.0	%)
Deduct:
Acquisition revenues			—				—												—				—
Discontinued events			—				—												—				—
Scheduling adjustments			—				—												—				—
Organic revenues		$	10.2			$	10.5			$	(0.3	)			-2.9	%		$	31.2			$	31.5			$	(0.3	)			(1.0	%)

Notes:

(1)

For the three months ended September 30, 2024, represents revenues from seven events that staged in the third quarter of fiscal 2024, but staged in a different quarter in fiscal 2023 and revenues from five events that staged in the third quarter of fiscal 2023 but are scheduled to stage in a different quarter in fiscal 2024. For the nine months ended September 30, 2024, represents revenues from six events that staged in the first nine months of fiscal 2024, but staged later in fiscal 2023 and revenues from three events that staged in the first nine months of fiscal 2023 but are scheduled to stage in the fourth quarter of fiscal 2024.

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Schedule 2

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REVENUES TO DISAGGREGATED REVENUES

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Connections		$	62.4			$	62.0			$	260.8			$	249.8
Content			4.9				5.7				15.5				17.3
Commerce			5.3				4.8				15.7				14.2
Total Revenues		$	72.6			$	72.5			$	292.0			$	281.3

 

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Schedule 3

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Net (loss) income		$	(11.1	)		$	10.7			$	(2.9	)		$	9.7
Add (deduct):
Interest expense, net			10.1				10.5				29.8				26.5
Loss on extinguishment of debt			—				—				—				2.3
Benefit from income taxes			(3.7	)			(22.3	)			(0.9	)			(24.0	)
Intangible asset impairment charges(1)			6.3				—				6.3				—
Depreciation and amortization			7.1				8.8				21.2				35.2
Stock-based compensation			0.7				1.9				4.7				5.9
Other items(2)			3.1				1.2				10.4				6.3
Adjusted EBITDA		$	12.5			$	10.8			$	68.6			$	61.9
Deduct:
Event cancellation insurance proceeds			—				2.8				1.0				2.8
Adjusted EBITDA excluding event cancellation insurance proceeds		$	12.5			$	8.0			$	67.6			$	59.1

Notes:

(1)

Intangible asset impairment charges for the three and nine months ended September 30, 2024 represent non-cash charges of $6.3 million for certain indefinite-lived intangible assets in connection with the Company’s interim testing of intangibles for impairment.

(2)

Other items for the three months ended September 30, 2024 included: (i) $1.0 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition integration and restructuring-related transition costs and (iii) $0.7 million in non-recurring legal, audit and consulting fees. Other items for the three months ended September 30, 2023 included: (i) $0.9 million in acquisition-related transaction costs, (ii) $1.4 million in transition expenses, (iii) $0.8 million in non-recurring legal, audit and consulting fees and (iv) $1.9 million in gains related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2024 included: (i) $2.2 million in acquisition-related transaction costs; (ii) $7.2 million in acquisition integration and restructuring-related transition costs, including one-time severance expense of $3.6 million; (iii) $1.7 million in non-recurring legal, audit and consulting fees and (iv) $0.7 million in gains related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2023 included (i) $1.8 million in acquisition-related transaction costs, (ii) $4.0 million in transition expenses, (iii) $3.0 million in non-recurring legal, audit and consulting fees and (iv) $2.5 million in gains related to the remeasurement of contingent consideration.

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Schedule 4

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Net Cash Provided by Operating Activities		$	9.1			$	8.5			$	26.2			$	24.7
Less:
Capital expenditures			2.4				3.0				7.6				9.4
Free Cash Flow		$	6.7			$	5.5			$	18.6			$	15.3
Event cancellation insurance proceeds			—				(2.8	)			(1.0	)			(2.8	)
Free cash flow excluding event cancellation insurance proceeds, net		$	6.7			$	2.7			$	17.6			$	12.5

 

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Schedule 5

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REPORTABLE SEGMENTS RESULTS TO LOSS BEFORE TAXES

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Revenues
Connections		$	62.4			$	62.0			$	260.8			$	249.8
All Other			10.2				10.5				31.2				31.5
Total revenues		$	72.6			$	72.5			$	292.0			$	281.3
Other income, net
Connections		$	—			$	2.8			$	1.0			$	2.8
All Other			—				—				—				—
Total other income, net		$	—			$	2.8			$	1.0			$	2.8
Adjusted EBITDA
Connections		$	23.6			$	22.5			$	106.2			$	97.0
All Other			1.6				1.3				3.7				2.0
Adjusted EBITDA (excluding General corporate expenses)		$	25.2			$	23.8			$	109.9			$	99.0
General corporate expenses			(12.7	)			(13.0	)			(41.3	)			(37.1	)
Interest expense, net			(10.1	)			(10.5	)			(29.8	)			(26.5	)
Loss on extinguishment of debt			—				—				—				(2.3	)
Intangible asset impairment charges			(6.3	)			—				(6.3	)			—
Depreciation and amortization expense			(7.1	)			(8.8	)			(21.2	)			(35.2	)
Stock-based compensation expense			(0.7	)			(1.9	)			(4.7	)			(5.9	)
Other items			(3.1	)			(1.2	)			(10.4	)			(6.3	)
Loss before income taxes		$	(14.8	)		$	(11.6	)		$	(3.8	)		$	(14.3	)

 

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Emerald Holding, Inc. Third Quarter 2024 October 30, 2024 Exhibit 99.2

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Legal Disclaimer Forward-Looking Statements The information provided in this presentation is for general informational purposes only. This presentation contains certain forward-looking statements regarding Emerald Holding, Inc. and its subsidiaries (the “Company”), including, without limitation, statements regarding the Company’s ability to continue staging live events and scale its business beyond pre-COVID levels; statements about general economic conditions, or more specifically about the markets in which the Company operates, and the Company’s expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions and the Company’s 2024 financial guidance expectations; the Company’s ability to successfully identify and acquire acquisition targets; and the Company’s intention to continue to pay regular quarterly dividends, among others. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Company’s Board of Directors, and will depend on a number of factors. The forward-looking statements contained herein are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties outside of the Company’s control that may cause actual results, performance, or achievements, to differ materially and there can be no assurance that the projected results and forward-looking statements in this presentation will prove to be accurate. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this report, they may not be predictive of results or developments in future periods. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe, “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, please see the risks and uncertainties identified under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed annual report on Form 10-K for the year ended December 31, 2023, which is available on the Company’s Investor Relations website at investor.emeraldx.com and on the SEC’s EDGAR website at www.sec.gov. The Company disclaims any obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise. Past results are not indicative of future performance. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which the Company operates, including publicly available information from independent industry analysts and publications, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information. Non-GAAP Financial Information This presentation also includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and should not be considered as a substitute for or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (“GAAP”). The non-GAAP measures included herein may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided herein for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Readers are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

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Participants Hervé Sedky President and Chief Executive Officer David Doft Chief Financial Officer

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Key Q3 2024 Takeaways Accelerated portfolio optimization efforts through the discontinuation of 20 smaller, unprofitable events totaling $20 million of historical run-rate revenue Updating Full Year 2024 outlook to at least $400 million in Revenue and $100 million in Adjusted EBITDA primarily based on accelerated portfolio optimization efforts and sustained softness in the Content business Overall Connections pacing into H1 2025 is showing accelerated growth, driving expectations for improved results in 2025 Repurchased $3.6 million of its common stock in the third quarter Announced a new $25 million share repurchase plan, representing approximately 3% of the current equity market capitalization Board of Director’s declares dividend for the quarter ending December 31, 2024, of $0.015 per share Generating positive free cash flow, supported by low CapEx requirements and working capital dynamics of events business

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Revolutionizing the Trade Show ModelIntegrating technology and first party data to create a next-generation B2B platform Collection of leading B2B trade shows and conferences that bring together industry-specific communities Revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees Emerald’s Core Services B2B websites and publications that provide industry specific business news and information across 20 sectors Revenue primarily consists of advertising sales for industry publications and digital products SaaS software enables year-round B2B buying and selling which averages $1 billion per month of wholesale gross transaction volume Revenue consists of subscription revenue, implementation fees and professional services Connections (89% of FY 2023 Revenue) Content Commerce

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Enduring Value of Trade Shows Source: Deloitte. The CMO Survey: Managing Marketing Technology, Growth and Sustainability – Highlights and Insights Report (Spring 2024). Source: Events Industry Council & Oxford Economics. (2023) 2023 Global Economic Significance of Business Events. Source: Harvard Business Review. (2020). When Do We Really Need Face-to-Face Interactions Source: McKinsey & Company. (2022). The New B2B Growth Equation: Customers Want an Always-On, Personalized, Omnichannel Experience. The Worlds Best Sellers are Giving it To Them. Source: PwC, Global Entertainment & Media Outlook 2022-2026. In-person trade shows and events continue to be an integral part of businesses’ marketing budgets and among the highest ROI Generate leads and sales Introduce new products Build brands Strengthen relationships Educate the market Service customers Fulfill procurement needs Source new suppliers Reconnect with existing suppliers Identify trends Learn about new products / services Network with industry peers Value to Exhibitors Value to Attendees 64% of CMOs plan to increase their investments in in-person events (1) 38 New leads generated, on average, per trade show event (2) 60% of executives report that in-person events – lead to significant knowledge transfer and LT partnerships.(3) 70% of buyers prefer hybrid and in-person experiences where there is increased trust and deeper engagement(4) 17.6% 2021-2026 CAGR projected for B2B trade show market size(5)

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Three Pillars of Value CreationEmerald’s focus is on maximizing value of operations and expanding offerings Action the holistic consolidated customer database 3-year brand operating plans across portfolio Value-based pricing structure Rigorous, perpetual brand reviews Improved customer retention Higher revenue per customer Focused investment in evolving brands Optimized event success and customer ROI Customer Centricity Emerald Xcelerator Targeted accretive M&A Partnership opportunities New event and content launches in growth categories Platform acquisitions in new growth categories Tuck-in acquisitions in existing strategic categories Portfolio Optimization Daily content and insights across 20 industries Scaled B2B marketplace Increased cadence of online offerings New revenue streams Powerful first-party data Improved cross selling efforts 365-Day Engagement

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8 Adj. EBITDA(1) Free Cash Flow(2) Net Income (Loss) Diluted Income (Loss) Per Share ($ in Millions) ($ in Millions) (1) See slide 14 of this presentation for a reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. (2) The calculation of third quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $1.0 million, acquisition integration, restructuring-related transition costs of $1.4 million, and non-recurring legal, audit and consulting fees of $0.7 million. The calculation of third quarter 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.9 million, acquisition integration, restructuring-related transition costs of $1.4 million, and non-recurring legal, audit and consulting fees of $0.8 million. The total of these items is $3.1 million and $3.1 million for the quarters ended September 30, 2024 and 2023, respectively. See slide 15 of this presentation for a reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow excluding event cancellation insurance proceeds, net. (3) Consolidated trailing twelve month EBITDA as of September 30, 2024 as defined in Amended and Restated Senior Secured Credit Facilities. Net debt is defined as total principal face value of borrowings outstanding under the Extended Term Loan Facility and Amended and Restated Revolving Credit Facilities, less combined cash and cash equivalents. Earnings Results Revenues of $72.6 million Diluted loss per share of $(0.05) Net loss of $(11.1) million Adjusted EBITDA of $12.5 million(1) Free cash flow of $6.7 million(2) Highlights and Developments Repurchased 742,939 shares in Q3 2024 for $3.6 million at an average price of $4.85 per share On October 29, 2024, Emerald’s Board of Director’s declared a dividend for the quarter ending December 31, 2024 of $0.015 per share Balance Sheet(as of 9/30/2024) $188.9 million of cash and cash equivalents and full availability on $110 million revolver. Net debt of $221.3 million, including $410.2 million outstanding term loan balance(3) Net debt / EBITDA(3) of 2.1x as of September 30th Approximately 203.2 million common shares outstanding Emerald experienced year over year growth in revenue and Adjusted EBITDA across all categories ($ in Millions) NM Q3 2024 Financial Highlights and Current Liquidity Position

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9 ($ in Millions) Revenue and Adjusted EBITDA by Segment Quarterly Connections $112.2 $75.6 $62.0 $90.4 $123.4 $75.0 $62.4 All Other $10.1 $10.9 $10.5 $11.1 $10.0 $11.0 $10.2 Total $122.3 $86.5 $72.5 $101.5 $133.4 $86.0 $72.6 Connections $282.6 $340.2 All Other $43.3 $42.6 Total $325.9 $382.8 Annual Connections $49.4 $25.1 $22.5 $39.8 $56.1 $26.4 $23.6 All Other ($0.3) $1.0 $1.3 $1.6 $0.2 $1.8 $1.6 Corporate ($12.6) ($11.5) ($13.0) ($5.5) ($15.5) ($12.9) ($12.7) Adj. EBITDA $36.5 $14.6 $10.8 $35.9 $40.8 $15.3 $12.5 Less: Insurance Proceeds -- -- $2.8 -- $1.0 -- - Adj. EBITDA ex-Insurance $36.5 $14.6 $8.0 $35.8 $39.8 $15.3 $12.5 Revenue Adjusted EBITDA Connections $133.0 $136.8 All Other $0.2 $3.6 Corporate ($42.2) ($42.6) Adj. EBITDA $91.0 $97.8 Less: Insurance Proceeds $34.2 $2.8 Adj. EBITDA ex-Insurance $56.8 $95.0 Adjusted EBITDA Revenue

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10 2024 Guidance Signals Continued Growth and Margin Expansion Revenue ($ in Millions) Adjusted EBITDA ex-Insurance(1) ($ in Millions) At least $400 mm Guidance On average, revenue per event is progressing toward normalized levels Guidance implies ~25% Adj. EBITDA margins, with room for continued improvement to pre-COVID margins over time 2024 Guidance FY 2024 Revenue expected to be at least $400 million FY 2024 Adjusted EBITDA(1) expected to be $100 million (1) See slide 14 of this presentation for a reconciliation of Net (Loss) Income to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. $100 mm Guidance

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Defined as the ratio of net debt to consolidated trailing twelve month EBITDA as defined in Amended and Restated Senior Secured Credit Facilities. Annual Recurring Dividends Re-introduce recurring quarterly cash dividend given free cash flow generative nature of business Gradually increase the dividend over time Common stock dividend reinstated at an annualized level of $12m ($0.06/share) or $3.0m per quarter to start Target ongoing payout ratio of up to 25% of FCF Maintain Net Leverage Ratio(1) Target 2.0 – 3.0x long-term Net Leverage Ratio Leverage is 2.1x as of September 30, 2024, which is within the targeted range Opportunistic Share Buybacks Capitalize on stock price volatility by using excess liquidity to buy back stock when accretive to value Announced $25 million share repurchase program, representing approx. 3% of the current equity market capitalization Priorities Objectives Actions Capital Allocation and Financial Policy Supplement Organic Growth with M&A Acquire leading B2B events or related assets in existing verticals and/or new, growing verticals to diversify exposure Capture revenue and/or cost synergies Multiple arbitrage Consider B2C events only in existing scale verticals Completed 9 acquisitions over the past 3.5 years

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Appendix

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Adjusted EBITDA UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA Intangible asset impairment charges for the three and nine months ended September 30, 2024 represent non-cash charges of $6.3 million for certain indefinite-lived intangible assets in connection with the Company’s interim testing of intangibles for impairment. Other items for the three months ended September 30, 2024 included: (i) $1.0 million in acquisition-related transaction costs; (ii) $1.4 million in acquisition integration and restructuring-related transition costs and (iii) $0.7 million in non-recurring legal, audit and consulting fees. Other items for the three months ended September 30, 2023 included: (i) $0.9 million in acquisition-related transaction costs, (ii) $1.4 million in transition expenses, (iii) $0.8 million in non-recurring legal, audit and consulting fees and (iv) $1.9 million in gains related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2024 included: (i) $2.2 million in acquisition-related transaction costs; (ii) $7.2 million in acquisition integration and restructuring-related transition costs, including one-time severance expense of $3.6 million; (iii) $1.7 million in non-recurring legal, audit and consulting fees and (iv) $0.7 million in gains related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2023 included (i) $1.8 million in acquisition-related transaction costs, (ii) $4.0 million in transition expenses, (iii) $3.0 million in non-recurring legal, audit and consulting fees and (iv) $2.5 million in gains related to the remeasurement of contingent consideration.     Three Months EndedSeptember 30,     Nine Months EndedSeptember 30,       2024     2023     2024     2023       (dollars in millions) (unaudited)   Net (loss) income   $ (11.1 )   $ 10.7   $ (2.9 )    $ 9.7 Add (deduct):                         Interest expense, net     10.1       10.5       29.8       26.5   Loss on extinguishment of debt     —       —       —       2.3   Benefit from income taxes     (3.7 )     (22.3 )     (0.9 )      (24.0 ) Intangible asset impairment charges(1) 6.3 —   6.3 Depreciation and amortization     7.1       8.8       21.2       35.2   Stock-based compensation     0.7       1.9       4.7       5.9   Other items(2)     3.1       1.2       10.4       6.3   Adjusted EBITDA   $ 12.5     $ 10.8     $ 68.6     $ 61.9   Deduct:                         Event cancellation insurance proceeds     —       2.8       1.0       2.8   Adjusted EBITDA excluding event cancellation insurance proceeds   $ 12.5     $ 8.0     $ 67.6     $ 59.1  

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Free Cash Flow UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW     Three Months EndedSeptember 30,     Nine Months EndedSeptember 30,       2024     2023     2024     2023       (dollars in millions)(unaudited)   Net Cash Provided by Operating Activities   $ 9.1     $ 8.5     $ 26.2     $ 24.7   Less:                         Capital expenditures     2.4       3.0       7.6       9.4   Free Cash Flow   $ 6.7     $ 5.5     $ 18.6     $ 15.3   Event cancellation insurance proceeds     —       (2.8 )     (1.0 )     (2.8 )  Free cash flow excluding event cancellation insurance proceeds, net   $ 6.7     $ 2.7     $ 17.6     $ 12.5  

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Income Statement – Consolidated Emerald UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

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Income Statement – Connections Reportable Segment UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – CONNECTIONS REPORTABLE SEGMENT

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Income Statement – All Other Category UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – ALL OTHER CATEGORY

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Income Statement – Corporate-Level Activities UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – CORPORATE-LEVEL ACTIVITIES

Document And Entity Information	Oct. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	Emerald Holding, Inc.
Entity Central Index Key	0001579214
Entity Emerging Growth Company	false
Entity File Number	001-38076
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1775077
Entity Address, Address Line One	100 Broadway, 14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	(949)
Local Phone Number	226-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EEX
Security Exchange Name	NYSE

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