EEX - NYSE

Thank you for standing by. My name is Carly, and I will be your conference operator today. At this time, I would like to welcome everyone to the Emerald Holding Third Quarter 2025 Earnings Conference Call. [Operator Instructions] I will now turn the call over to Erica Bartsch, EVP of Strategy and Communications at Emerald. Please go ahead.

Thank you. Good morning, everyone, and welcome. Before we begin, let me remind everyone that this call will include certain statements that 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 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. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. The reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in the company's earnings release, which is available on the company's Investor Relations site. As a reminder, this conference is being recorded, and a replay of this call will be available on the company's Investor Relations website through 11:59 p.m. Eastern Time on November 7, 2025. I would now like to turn the call over to Mr. Herve Sedky, President and Chief Executive Officer. Please go ahead.

Thank you, Erica, and good morning, everyone. I'll begin our call today with a review of our third quarter performance, followed by a discussion of our strategic initiatives. I'll then turn things over to David Doft, our CFO, to run through our financials. Throughout the year, we've executed with discipline and consistency across the portfolio, advancing the strategic priorities we set at the start of 2025. Through the first 9 months of the year, we delivered solid growth in revenue and adjusted EBITDA, along with solid organic growth, underscoring the strength and resilience of our increasingly diversified model and the progress we're making toward our long-term objectives. The third quarter, historically both our smallest and softest period, unfolded largely as expected. During the quarter, we strengthened our portfolio with the acquisition of Generis, a leader in peer-to-peer executive events and advanced innovation initiatives to enhance the customer experience and drive scalable efficiencies across our operations. With Generis, Emerald's portfolio now spans an even broader mix of high-growth sectors, strengthening our resilience across market cycles and reducing exposure to slower growth verticals. Combined, these actions reflect our commitment to building dynamic, high-impact platforms that help businesses connect and grow in an increasingly complex marketplace. Based on our progress to date, we are increasing our full year 2025 guidance to reflect the Generis acquisition and narrowing our guidance range given our increased visibility as we approach year-end. David will provide more details on this in a moment. Stepping back from our results, what continues to define our business is focus, consistency and the power of live engagement to drive growth. Live events remain one of the most reliable ROI channels for B2B decision-makers. In fact, Harvard Business Review has found that face-to-face requests are 34x more effective than e-mail at generating action. And in a recent Center for Exhibition Industry Research survey of more than 9,000 exhibitors and attendees, 70% agreed that in-person meetings are a highly effective way to build and maintain customer relationships. We saw this dynamic firsthand at this October's Advertising Week in New York, one of our flagship events. The show delivered record-setting attendance and engagement this year, a strong affirmation of the appetite of high-quality in-person experiences that drive business results. At Emerald, our customers continue to prioritize face-to-face engagement as a core part of their sales and marketing strategy, recognizing the efficiency, credibility and measurable ROI live events deliver compared to digital and other channels. We see this as a structural feature of our business, and it reinforces Emerald's position as a trusted partner, helping businesses connect, meet, learn and transact more efficiently. A clear indication of that strength is our pacing for 2026, which reflects sustained customer confidence across our portfolio. We're seeing solid rebooking momentum for the first half of 2026, reinforcing the confidence our customers have in the value and reach of our portfolio. Ongoing exhibitor renewals and strong forward bookings highlight the resilience of our model and demonstrate that live in-person engagement remains a critical and effective growth channel across industries. Our international business also continues to make measured progress and remains an important long-term growth opportunity for us. While international exhibitors represent roughly 10% of total revenue, our exposure is balanced across regions with no material concentration risk. We're seeing continued momentum in markets such as Italy, Germany, the United Arab Emirates and Brazil, signaling growing global interest in accessing the U.S. market. As trade conditions stabilize, we anticipate a more constructive environment heading into 2026, and are encouraged by progress in this week's trade negotiations in Asia. Beyond financial performance, the third quarter underscores how Emerald continues to lead with customer connection and thought leadership. We're actively advancing our technology initiatives with the launch of an AI-powered event agent across selected shows. The platform automates many of the attendee interactions before, during and after the event. This marks an early step in how we're using AI to simplify the attendee experience and create more meaningful interactions on sites. This tool will help exhibitors and attendees access key event information in real time, improving service, simplifying setup and enhancing the overall customer experience. We're looking to expand this and other AI-driven platforms across our events later this year and into 2026. At the same time, we're sharpening our go-to-market execution through more strategic selling efforts and greater centralization of our marketing functions. These initiatives are designed to strengthen brand consistency, improve lead generation and create a more scalable commercial engine across the portfolio. For example, to demonstrate the value of live engagement, we recently brought senior marketers and business leaders together in a curated setting to showcase how in-person connections accelerate ideas, partnerships and growth. These experiences not only reinforce our customers' belief in the power of live events, but also highlights Emerald's role as a trusted partner driving innovation across the industry. Our continued focus to diversify the portfolio into higher-growth sectors that leverage Emerald's scale and best practices are strengthening the business and positioning us for sustained performance next year and beyond. With the completion of the Generis purchase in August, we've now executed 3 meaningful acquisitions this year, which advance our strategy to build a high-growth portfolio of live experiences that connect business people in attractive end markets and deliver measurable ROI to customers. This isn't about any single transaction. Rather, it reflects a deliberate and disciplined pattern of growth. Emerald remains a highly attractive acquirer of B2B events executing a focused strategy to optimize our portfolio, expand into additional high-value verticals and creating premium experiences that connect businesses operating in dynamic industries. Through Generis, we gained a leader in peer-to-peer executive event space. Generis hosts 11 events across the U.S. and 6 in Europe annually, engaging senior decision-makers through high-impact insight-driven formats, peer-to-peer connections and curated one-to-one meetings. With this addition, Emerald will host more than 50 peer-to-peer events annually, further solidifying our position as a premier platform for high-level results-oriented networking. At the same time, our efforts to build a centralized platform to deliver events at scale allows us to invest in new technologies and capabilities to make all of our events stronger. It also allows for a seamless sharing of best practices, scale cost benefits and improved margins over time. Moving forward, we will continue to take a strategic and selective approach to M&A, identifying opportunities that drive meaningful growth and long-term value for shareholders while enhancing the experience and outcomes we deliver for our customers. To sum up, our teams continue to execute with focus and consistency, advancing our strategy, deepening customer engagement and driving operational efficiency. The fundamentals of our business remain strong, and we're confident in our ability to deliver on our full-year commitments and build momentum into 2026. With that, I'll turn the call over to David to review our financial results.

Thank you, Herve, and good morning. Let's begin with a review of third quarter financials. The third quarter is by far our smallest, accounting for approximately 16% of pro forma full-year 2025 revenue based on our guidance range. Total revenue in the quarter was $77.5 million compared to $72.6 million in the prior year quarter. Reported Organic Revenue, which excludes the impact of acquisitions, scheduling adjustments and discontinued events, was down 6.8% year-over-year. As our seasonally soft this quarter, the Q3 decline primarily reflects the effects of ongoing construction at the Las Vegas Convention Center and to a lesser extent, some tariff headwinds, both of which specifically affected our largest event of the quarter and were anticipated in our guidance range. This event alone had an approximately 6% negative impact on Organic Revenue in the period. It's important to note that our overall exposure to tariffs at Emerald is quite limited. However, because this was our smallest quarter and our largest event in the quarter has some tariff exposure, the effect was more visible in the period than it would be on a full-year basis. Also, if we assume the recently completed acquisitions of This is Beyond and Insurtech were part of the portfolio in Q3 2024, Organic Revenue in Q3 2025 would have been down 2.9% compared to the prior year quarter. Note that Generis did not host any events in the third quarter, and therefore, we did not recognize any revenue from the transaction in the quarter, while absorbing about $1 million in costs related to Generis' SG&A. Year-to-date, total revenue was $330.7 million, an increase of 13.3% versus the prior year, primarily due to revenue from acquisitions and higher Organic Revenues. Year-to-date, Organic Revenues increased 1% year-over-year. The acquisitions of Generis, This is Beyond and Insurtech would have increased Organic Revenue growth to 4.3% year-over-year had they been part of our portfolio during the first 9 months of last year. Adjusted EBITDA was $12.8 million in the third quarter compared to $12.5 million in the prior year period, an increase of 2.4%. The increase was primarily driven by higher operating income from our events and continued management of underlying costs. Year-to-date, adjusted EBITDA totaled $90.8 million as compared to $68.6 million in the prior year period, an increase of 32.4%. The improvement was driven by strong revenue growth, particularly from the acquired businesses and ongoing focus on optimizing margins. Turning to our expenses. On a reported basis, SG&A was [$51.3] million in the third quarter versus [$40.8] million in the prior year quarter. Year-to-date, SG&A was $152.5 million as compared to $135.8 million in the prior year period. The increase in both periods is largely due to incremental expenses from acquisitions, higher stock-based compensation, remeasurement of contingent consideration and elevated legal and consulting costs related to our transactions. Underlying cost increases remain muted. In Q3, free cash flow was slightly negative as compared to a $6.7 million inflow in the prior year quarter. I want to note that free cash flow in the quarter was impacted by the timing of payables tied to one of our large shows where cash was paid to a vendor as early July this year versus June of last year. This timing shift resulted in a high single-digit million outflow in the third quarter, but had no impact on our year-to-date underlying cash generation. Additionally, as was the case in both the first and second quarter, underlying free cash flow in the third quarter would have been stronger than reported given the timing of recent acquisitions. Specifically, the Generis acquisition closed ahead of their second half events and most event-related cash was collected prior to the transaction, thus flowing to Emerald through a purchase price adjustment rather than through standard collection of receivables. As a result, those inflows are not reflected in reported free cash flow and cash from operations minus CapEx. We believe this is important context when evaluating the free cash flow conversion and strength of our cash generation. Our year-to-date free cash flow is similarly impacted by the acquisition of Generis in Q3, and this is beyond the Insurtech Insights in the first half of the year for a total of $30 million and from $5.5 million of fees related to our January 2025 refinancing of our debt that flows through the financials. Year-to-date, this impacted our free cash flow by $35.5 million, which we believe should be taken into account to understand the cash generation of the underlying operations of the company. Shifting to our balance sheet. We had $95.4 million in cash as of September 30 versus $156.4 million as of June 30. This is after funding the Generis acquisition, which closed in the third quarter. Our total liquidity is $205.4 million as of September 30, including the full availability on our $110 million credit facility. As of September 30, our net debt to covenant EBITDA ratio was 2.96x slightly below our sub 3.0x financial policy target following the acquisition of Generis. As we move forward, we continue to be committed to disciplined capital deployment across M&A, organic growth, managing our leverage and shareholder returns. In the third quarter, we repurchased approximately [116,000] (sic) [116,094] shares of our common stock at an average price of $4.87 per share under our share repurchase program. Since the beginning of the program in 2021, we have repurchased a total of 17 million shares of our common stock for $70 million. In recognition of our continued financial strength, Emerald's Board of Directors recently approved an extension and expansion of Emerald's share repurchase authorization, allowing for the repurchase of up to $25 million of our common stock through December 31, 2026. At the end of the third quarter, we had $20.3 million remaining available under the prior share repurchase authorization. The Board also declared a quarterly dividend of $0.015 per share. This decision underscores our commitment to returning value to shareholders while maintaining a balanced approach to capital allocation. Finally, as Herve noted, we have adjusted higher and narrowed our full-year guidance range to $460 million to $465 million in revenue and $122.5 million to $127.5 million in adjusted EBITDA to reflect the Generis acquisition, align with our year-to-date performance and provide a more focused outlook for the remainder of the year. As we have shared before, this outlook factors in the potential impact of tariffs. In summary, we're executing with financial discipline, maintaining a strong balance sheet and driving consistent performance in line with our expectations, all while progressing well in our efforts to strategically improve our portfolio for sustained profitable growth in the future. We remain confident in our ability to deliver on our full-year guidance and create long-term value for our shareholders. With that, we'll open the call for questions. Operator?

[Operator Instructions] Your first question comes from Barton Crockett with Rosenblatt.

Congratulations on the growth in Advertising Week. One of the things that just listening to you kind of walked through what's happening that I was wanting to explore was some of the commentary around tariffs and international. David, I think you mentioned something about a $6 million impact that I think you attributed to tariffs, but you're also talking about the construction in Las Vegas. And I just want to clarify, was that inclusive of both of those things? Or was that just a tariff impact?

No, that's inclusive of both of those items. The tariff impact is actually the lesser of the items in that impact. We've been talking all year, maybe even longer about the issues around the construction of the convention center, particularly related to larger shows that are in multiple halls that used to be side-by-side, but now are split on the opposite side of the convention center and it created a really difficult customer experience. And so following the first of those events, which really was last year, there was some pretty negative pushback that impacted our bookings for this year, both earlier this year as well as in this quarter. Thankfully, the construction is on track to be completed by the end of this year, which is great, which means that next year, our events will be able to go back to their normal structure and having halls next to each other, which will meaningfully improve customer experience again. So we're enthusiastic about cycling this impact next year. But unfortunately, it's something we've had to manage for the last few quarters. I think we've talked about it probably on every earnings call. And in this quarter, again, because it's such a small quarter, I know we're emphasizing that a lot, but it's true, and we had a large event that was impacted, it abnormally impacts our overall reported growth rate. But the bulk of the issue was related to the customer experience issues and kind of compounding over a couple of shows. And then the tariff issue was a bit more minor, but it was real for this particular event and a couple of others at Emerald, but not broad-based across the portfolio.

Okay. All right. So you were spending some time talking about your international attendance around 10% of your total. And there was -- tariffs did factor to some degree into the discussion. So I'm just wondering, overall, this year, this kind of unusual trade environment, how much of an impact has that had, would you say? And does it feel like now that the world has kind of gotten accustomed to this whole tariff -- I mean, this whole kind of approach of trade policy in the U.S. that, that might be a bit of a tailwind as we go into next year? Are you getting that sense?

Yes. So, this is Herve. So in terms of the impact of tariffs, we factored that into our plans for 2025. We had -- as we provided guidance, we had expected that tariffs would have some impact. And the reality is that in some markets, we have been impacted. So countries like China and Canada, we've definitely seen an impact. But as I mentioned in my prepared remarks, we've seen a -- and our international sales team has done a really good job of driving business from other markets that are looking to expand in the U.S. and to take advantage, quite honestly, of entering the U.S. market. And so the net effect of tariffs is a very manageable impact for our business overall, but we're definitely seeing in a handful of markets.

I think you're right, Barton, as we cycle this year, we're hopeful that next year is a bit more normal. I think it's too early to say that it's a tailwind, but I think the year-over-year change shouldn't be as meaningful. And I think for 2 reasons, right? One is the cycling of it and the uncertainty. And obviously, you take the hit upfront, there's not necessarily incremental hits, especially if things start getting incrementally better, and we're hopeful it will based on surely a little bit of movement this week with some of the Asian countries, though admittedly not fully where everyone wants it to be. But also, as Herve alluded to, the effort by our international sales team to reach into other markets to fill the gap will actually be a really nice benefit for us in the long term. And we've been talking about investment into our international reach for sales into our U.S.-based shows for a couple of years before the tariff issue was really an issue. So we already have been expanding meaningfully our international agent network, which are commission-based agents not on our payroll, but who are actively selling our events into dozens of markets around the country. I think we're up to about 100 of these agents. 2 years ago, I think we had 40. So that's more than double the number of people that are out there. And we haven't seen as much of the impact because of the tariffs of the benefit of that. But we see it in the underlying data in the reach into these other countries. And so if some of the more impacted countries from tariffs begin to normalize, then we should have that sort of tailwind. It's just -- it's a little difficult to know exactly when that's going to happen, but we are hopeful that at least the incremental hit will be there next year, which by nature is a benefit to our growth rate in 2026.

Okay. And then, David, one other question I had within -- so I see obviously, your updated guidance range for 2025 to include the Generis acquisition. if that acquisition hadn't happened, would you be in a place where you would be reiterating the former guidance that you had? Or if you can update on that, that would be interesting.

Sure. So we are absolutely within the guidance range, excluding generics. It is the lower half of the range, to be clear. And there is some of the guidance impact on revenue, and it's more the mid part of the range on EBITDA. So we're tracking well on profitability. There's been a little bit more of the revenue volatility as we feared could happen, which is why we created the range we created. So it's all still within that range. But it is the lower half of revenue and kind of more mid-ish on -- or even mid to upper on EBITDA.

Okay. And then in terms of the Generis impact, is this -- is this just like 6 months of Generis, so maybe the full year impact of Generis would be larger next year?

Correct. So Generis, their events are largely split between first half and second half. We closed the deal in the middle of August. So we'll have 4.5 months of Generis, but they have no events from June through September. So their third quarter this year, no revenue. So it's all expense. So we didn't miss out anything in the second half on revenue, and there'll be some events in the fourth quarter that we'll benefit from. But ultimately, the first half of the year is about $10 million of revenue that we didn't get from Generis, that we'll get next year.

Your next question comes from Allen Klee with Maxim Group.

Yes. Just following up on you're mentioning that there was -- there will be $10 million incremental revenue from Generis next year. If we look at all the acquisitions you made in 2025 and you didn't make them all on January -- none of them on January 1. How much revenue did they have in 2025 that you were not able to recognize because of the timing of when you acquired them?

For the other acquisitions, it's de minimis. All of their events happened post close. There might have been a couple of dollars of online digital revenue, but not even $0.5 million. So it's basically 0 pre-close. So there's not going to be a pro forma benefit of incremental revenue in '26 for Beyond and Insurtech, only Generis has that by now.

Okay. And then following up on the Las Vegas construction comments. Is there a general sense of like over the whole year, how much of an impact that's had on your financial results so that we could think about maybe that recovers next year?

It's a little difficult to be precise on that admittedly. But we get a lot of customer feedback that's qualitative about why they may not come back or skip a version or 2 of the show. And this was the dominant factor in the declines at this show that -- and so we're -- it makes sense to talk about it, like we know it's real. There were a lot of complaints and people say, I'll wait until the construction is done to come back because it really did impact the experience. And with that, the ROI. And these shows are about ROI. But we know based on the prior years that the event was healthy and delivering. And so this is really the key change that took place -- that led to the changing dynamic and performance of the event. It's hard to give a precise number. It's a few million dollars if you back into the math.

Okay. And then you talked about your AI-powered tool. Could you maybe give an example so we can kind of understand what it's projected to do?

Sure. So the AI-powered tool that we just launched and that we will be scaling across our events over the next few months is really an agent and an agent that allows our customers to interrogate and basically get answers to both exhibitors and visitors to anything that they need around the entire customer journey. So instead of going to the website and reading all the material or reading exhibitor manuals and going through a lot of data, we basically simplified that experience through this agent. And that's essentially what we've just rolled out.

And I think it's hard to comprehend the magnitude of the complexity sometimes of managing a trade show experience. The manual, Herve, is often a 50-page document with specifications and rules that are required by the venue, required by insurance, and required by -- obviously by us. So if we can make that simpler for people to interact, it's actually a huge timesaver and satisfaction driver when you can eliminate like frustration and how to deal with that.

Okay. Just -- I know you've been on a journey of -- what's the right word, to have -- do things across the -- everything that you have through one process to get scale and savings. Any update on those efforts?

I think we're progressing well. We call that internally our platform strategy, and we're progressing really well, and we're seeing the evidence of that as we acquire businesses and are able to incorporate them into the broader Emerald. So there are a couple of things that we see immediately. One is the best practice sharing. We were able to learn from businesses that we buy. One of the benefits of buying businesses, of course, is the great sectors that they're in, their growth profile. But another one is that there are some really good learnings that we can take and then deploy across Emerald and vice versa. There are some things that we have at Emerald that have been extraordinarily successful that we're able to quickly implement within the acquired companies. So that's a massive benefit of the platform. And the other one is really cost and efficiency, as you'll see through a very disciplined management of our SG&A that as we acquire companies, that is something that we have very well under control.

Yes. I think the acquisitions have kind of muddied the water a bit in the reported financial -- but if you peel out the business that we've won in the last couple of years, underlying SG&A at Emerald is kind of flattish for 3 years now. So we're getting a lot of leverage out of the organization. And as we continue to scale, we expect that leverage to continue and drive incremental dollars to the bottom line and thus higher margins. It will take us some time with these new acquisitions because they're overseas, and we didn't have previous scale presence overseas to integrate that and drive the incremental savings out of those dollars. But when we buy things in the United States and we operate in our core market, which is the vast majority of our business, we're already seeing meaningful leverage and expect that to be more and more apparent in the coming couple of years as the growth of the business translates more into bottom line growth..

You're talking about acquisitions. I'm just curious on the M&A environment, any comments on just how much is potentially out there now relative to in the past? And how you -- do you think valuations are -- where valuations are relative to where they've been?

Yes. I haven't seen a major change in valuations. And the opportunities are there. I mean, I obviously won't go through much detail, but the pipeline is strong, and we are actively exploring a handful of opportunities. So we'll continue to keep you updated as we make progress. But I feel very confident in our ability to continue to grow through M&A. It's one of the important growth levers that we have, not the only one, but an important one and one that we'll continue to use.

Yes. As you know, Allen, a very key component of our strategy that we've articulated over the last few years has been around portfolio optimization, which is at its core, the reshaping of our portfolio to continue to enhance our exposure to more growth areas. And probably the best evidence of the progress we've made, particularly in the last year is the pro forma organic growth versus the reported organic growth at Emerald. And you can see, despite the -- obviously, those issues, the convention center and tariffs this year and all of that, that's impacting some of the legacy brands at Emerald. But at the end of the day, we feel great about investing into exciting fast-growing industries when we can find the #1 show that gives us very high visibility to accelerated growth longer term. And you could see what that could do for the overall Emerald performance. And that strategy continues to be at the core of what we do here. And we're very active, as Herve said, we have a deep pipeline, and we continue to look for exciting opportunities to bring [indiscernible].

Yes. I saw in your slide deck, now I don't see it, but here it is, 90% of trade shows hold market-leading positions within their verticals, which is quite impressive, just your positioning. I was curious, they're not a large part of your business, but any update on commerce and content segments?

Yes. I think on -- both on content and commerce, it's an evolution of both businesses. So on the content side, as you know, it's been an area that has been an anchor to our growth. And so we have been investing and continuously shifting that business from relying on advertising to being more of a lead gen model, and we're making some very good progress, especially in the last few months, which I'm very, very happy about. We'll report about that in the coming quarters. And then on the commerce side, we really shifted our focus to one of profitability, and we've made some material progress in terms of really driving a profitable commerce business, whereas it went from unprofitable to breakeven to now contributor to EBITDA, which we're very, very happy with the team's progress on that front.

There are no further questions at this time. I would now like to turn the call over to Herve Sedky for any closing remarks.

Well, thank you. And to wrap up, thank you all for your time and participation. As I mentioned, I'm really pleased with how we performed to date this year with how sales are trending for the rest of the year and into early 2026. Importantly, we're on track to meet the 2025 goals that we set at the beginning of the year, even as we manage the volatility at some small number of events and stay mindful of the broader economic pressures that we discussed. That's the benefit of our increasingly diversified portfolio. That said, I'm generally excited about what's ahead, continue to see our strategy and investments pay off with more value to our customers with new opportunities for our teams and strong EBITDA growth for our shareholders. And so with that, I thank you for joining and wish you a great day.