Good morning and welcome to Emerald Holding Incorporated First Quarter 2021 Earnings Conference Call. During today's call, all parties will be in a listen-only mode. Following the prepared remarks, the conference will be opened for questions with instructions to follow at that time.

Before we begin let me remind everyone that this call may contain certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include remarks about future expectations, beliefs, estimates, plans and prospects.

Such statements are subject to [risks], uncertainties and other factors that could cause actual results to differ materially from those indicated or implied by such statement. Such risks and other factors are set forth in the company's most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings.

The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, management will discuss non-GAAP measures which it believes can be useful in evaluating the company's performance.

The presentation of this additional information should not be considered in isolation or as a substitute for results in prepared accordance with U.S. GAAP. A reconciliation of these non-GAAP measures to the most comparable GAAP measures can be found in the company's earnings release.

As a reminder, this conference is being recorded and a replay of this call will be available on the Investors section of the company's website through 11:59 PM Eastern Time on May 7, 2021. I would now like to turn the call over to Hervé Sedky, President and Chief Executive Officer. Please go ahead sir..

Thank you and good morning everyone. On today’s call, I'll provide an update on our event schedule for the balance of the year, as well as our progress executing on our strategic initiatives designed to add value to our customers, while accelerating Emerald’s growth.

David Doft, Emerald’s CFO will review our first quarter results in more detail, and we will then open the call for your questions. To start, our first quarter results continued to be impacted by the COVID-19 pandemic, as we cancelled or postponed all our live events except for Surf Expo in Orlando in January.

That while in person was impacted by understandable travel and safety concerns. You may recall January was a time when we were in the midst of a frightening surge of COVID-19. It was in fact the deadliest month yet. So, it's no surprise that even though we still hosted several thousand people, we experienced a more than 50% decline in attendance.

Yet our exhibitors were very pleased with the quality and the number of buyers that attended as the buyer to exhibitor ratio exceeded COVID levels. Importantly, the events stage safely with the industry's all secure protocols fully observed, and there were no reported COVID cases coming out of the events.

The positive customer sentiments coming out of Surf Expo clearly demonstrates the vital role that face-to-face events continue to play in driving connections, commerce and growth for customers and communities. Looking ahead, our business is at an important inflection point as COVID-19 vaccines are now widely available in the U.S.

and tens and millions of Americans have been vaccinated. Many states have scheduled their reopening dates for large in person events over the next two months, which is providing real optimism across our industry.

Importantly, the governor of Nevada announced that the state is expected to fully open on June 1, California and [indiscernible] events are expected to be allowed beginning on June 15. And just yesterday, the Mayor of New York City said, he plans to fully reopen the city on July 1.

So we're hopeful that New York State will allow large live events beginning of the summer. Additionally, Florida and Texas are already fully open for business.

The rapid rollout of COVID-19 vaccines, combined with their success in providing protection is beginning to provide confidence to our customers, while giving our team the conviction to move forward with an aggressive second half event schedule. As a result, we expect a full resumption of our events calendar beginning this summer.

We're planning for the busiest second half in Emerald’s history in terms of the number of events we're producing given the short postponements that have occurred.

While the outlook for attendance at our shows remains uncertain, and could well be challenged in the near term, even for events we do stage with the lingering impacts of COVID we’re encouraged with the early success that we're seeing from other operators in Asia, where recovery seems further along, and we've seen several recent events, which have matched or exceeded pre-COVID levels.

That said, our focus is to ensure that we stage successful shows for our customers that not only deliver value, but also safe environments. We remain confident in the value that our events provide to our customers and believe that our shows and our industry return to pre-COVID levels over time. Safety is of course, still very much top of mind.

This past March, Governor Steve Sisolak of Nevada, said the following in an interview with The Associated Press, mark my words, Nevada will be the safest place to have a convention or to come and visit. It will be safe for the tourists, it will be safe for the hotel operators, and for the employees and their families.

I called the Governor of Nevada as I feel his words are a helpful reminder that as we begin to roll-out ambitious in-person trade shows, we cannot forget that our clients and employees need us to commit to the highest safety standards possible. They have my word. Well, we have only staged to large events over the past year, we have not been idle.

In fact, our team has been hard at work transforming our business as we strive to innovate and expand. On last quarter's call, I discussed our growth focused framework that is centered on three strategic imperatives, which are customer centricity, delivering 365-day customer engagements, and portfolio optimization.

I'm very proud to report that we have made significant progress across all three initiatives through the first quarter, which puts us in a position to thrive as we return to live events. On customer centricity, we have completed the first stage of our customer data hub, which has taken more than a year to complete.

This was a significant undertaking as we have integrated roughly 85% of our customer data from more than 50 sources into one database.

We expect to have the remainder of our data integrated by the summer, which should allow [indiscernible] to deliver greater [service] and value to our customers, due simply to the fact that we will have improved visibility into all areas that our customers are doing business with us.

[Ultimately] we will better understand what our customers really care about across Emerald’s portfolio of events, webinars, digital content, which will in turn allow us to be more targeted, and how we develop market and sell solutions to them and more effectively engage with them year round.

We also created a dedicated pricing function by hiring our first pricing director whose mandate is to drive the optimization of our value-based pricing initiative. The second strategic imperative is our goal of engaging with our customers 365 days a year through utilizing digital mediums.

Our acquisition of PlumRiver, and its ElasticSuite Technology platform is central to accomplishing this goal and a key component of our strategy of bringing buyers and sellers together in a digital environment year round, while providing them with a platform where they can transact.

As part of this, I'm very pleased with the development of ElasticSuite’s digital markets technology platform. This powerful B2B e-commerce platform will provide our exhibitors with the technology to take their relationships with their customers beyond the show floor by supporting the wholesale purchasing process year round.

Digital market creates a standardized single platform approach to a B2B e-commerce by offering 365-day access to products sourcing and ordering across a broad range of [indiscernible]. Digital market also provides the opportunity for a more streamlined and collaborative buyer seller experience at our in-person events.

The launch of digital market is set to coincide with our Outdoor Retailer and Surf Expo summer additions with expectations for the platform to be rolled out across more of our events of the balance of this year and next.

Our third strategic imperative is portfolio optimization, where we're cultivating a culture of innovation with additional growth driven by accretive M&A, and new event launches through our newly created Emerald Accelerator business unit.

We recruited an on-boarded a few weeks ago, a former Senior Executive from American Express, [indiscernible] to lead Emerald Accelerator. This team will evaluate and execute on new event launch opportunities, which we expect to be an incremental driver of organic growth over time.

Given our strong balance sheets and liquidity, we're also in an enviable position to acquire attractive assets that come up for sale. One that we believe has real potential is Sue Bryce Education, which we acquired in April.

Sue Bryce is a member based portrait photography platform that provides valuable content to its members with a subscription based business model.

The company offers photographers both online and in-person learning, and a community that helps them grow creatively while also providing them with the tools to build their own successful photography businesses.

While focused on photography, we believe this e-learning concept can be expanded across our portfolio of shows adding a valuable subscription based revenue that will enhance our year round digital offerings.

This was a relatively small acquisition, but one that we believe provides a platform for expansion across our portfolio of industry leading shows, which is critical to how we think about expanding the value that we provide to our customers, while growing our business.

Historically, Emerald was a collection of industry leading live events that are number one in their industries and must attend events for both exhibitors and attendees. These shows were managed and run almost as separate companies with their own sales, forces, marketing and customers.

The show teams did not interact with one another, nor were customers engaged holistically. Each show was staged once or twice a year with limited customer engagement beyond the live show except to sell the next edition. We're changing this paradigm with a new way of doing business, which can clearly be seen with our key initiatives this quarter.

Our customer data hub will allow our sales team to better add value to our customers by offering solutions that draw upon all of emeralds products, which will better meet their needs. With the launch of digital market, brands, and retailers across the Emerald portfolio will be able to transact your round.

Importantly, digital market provides a valuable lead generation function for our customers and further enhances the value that we can provide. We're not positioned to engage with our customers 365-days a year, while adding an important new revenue stream to Emerald.

Lastly, our acquisition of Sue Bryce will allow us to develop new ways of engaging with our customers around our live events and unlock the potential of subscription-based e-learning offerings.

As you can see, we think there are numerous subscription base that we believe we can extend into, which should not only enhance our growth profile, but also provide incremental value to our existing customer base across all categories. Our portfolio of industry leading events is crucial to our success and remains our core focus.

That said the disruption to live events caused by the pandemic has provided us with an opportunity to build businesses that complement our shows, expand our reach and create new, fast growing revenue streams for Emerald. I'm often asked when will your shows get back to full capacity and what will margins look like at that time.

While I understand this line of thinking, it's not how I think about our business. Our vision has much higher aspirations with reimagining Emerald. Doing so will result in accelerating growth and expanding profitability.

We took a significant step forward through the first quarter to achieving our goal, and I'm very excited for what the future holds for Emerald. Now, let me turn the call over to David..

Thank you, Hervé and good morning. For the first quarter, we reported revenues of $12.9 million, which compares to $99.7 million in the year ago quarter.

The decrease was primarily due to the cancellation of almost all first quarter events due to COVID-19, including KBIS, New York Now Winter, Outdoor Retailer Snow Show, ISS Long and the Sports Licensing and Tailgate Show, which resulted in a reduction of $70.8 million of first quarter 2020 revenue.

We have also rescheduled several shows to later in the year, comprising $12.2 million of first quarter 2020 revenue. During the first quarter, we were able to successfully stage Surf Expo Winter in Orlando, Florida, where we experienced a more than 50% decline in revenues.

As Hervé mentioned, the number of buyers per exhibitor increased as compared to pre-COVID levels, which drove the strong rise in exhibitor satisfaction, our customer’s satisfaction with Surf Expo demonstrates the value of in-person face-to-face events, which is so important to our customers businesses.

Our adjusted EBITDA for the first quarter was negative $2.7 million as compared to positive $23.6 million in the same period last year.

Decrease in adjusted EBITDA of $26.3 million was mainly due to the COVID-related cancellation of 13 first quarter events representing prior year first quarter adjusted EBITDA of $39.7 million, and the postponement of 10 first quarter 2020 events, representing prior year first quarter adjusted EBITDA of $5.5 million.

This was offset by the recognition of $14.1 million in other income related to event cancellation insurance claim proceeds received or confirmed. First quarter 2021 adjusted EBITDA also reflected the benefit of cost savings measures that we have implemented over the last 12 months.

Looking at our event cancellation insurance in more detail, we have submitted $220 million in claims to date. We also continue to work on finalizing claim submission for several more cancelled 2021 events.

These claims represent the net amount of budgeted gross revenues, less avoided costs for impacted or cancelled events previously scheduled to take place in 2020 and 2021.

Through April of 2021, we have received insurance claim payments totaling $121.1 million, of which $89.1 million was received in 2020 and $29.6 million has been received in the first quarter of 2021 and $2.4 million was received this month.

We are actively pursuing collection of the remaining unpaid amounts of filed insurance claims for our cancelled 2020 events, in addition to claims for our cancelled [indiscernible] events. As part of these collection efforts, this past February, we commenced litigation against the insurers.

We believe the insurers have improperly failed to timely pay amounts due and owing on submitted claims as covered losses, and we intend to vigorously pursue full collection on our claims.

Looking to the balance of the year, we have cancelled or postponed all our first quarter 2021 events except Surf Expo, which as I discussed, success we staged in January.

Additionally, we have postponed many of our second quarter events till later in the year in the expectation that states will continue to reopen as the COVID vaccines continue to be administered broadly.

As Hervé discussed, we’re very optimistic that we can begin staging events through the summer and execute an aggressive calendar in the second half of this [indiscernible].

That said, we maintain almost $200 million of event cancellation insurance for the full-year 2021, which we expect to continue to insulate our business from certain adverse effects of the pandemic.

We will also be vigilant as we work to mitigate expenses related to canceled events, in order to preserve our event cancellation insurance coverage given the uncertain environment, which you can see in the sharp decline in our cost of revenues.

Turning to free cash flow in the first quarter, we experienced an inflow of $600,000, which compares to an inflow of $7.7 million in the year ago first quarter. It is important to point out that as our shows begin to stage, we expect to experience positive net cash inflows as we receive customer deposits.

In fact, we are already seeing this in the strong increase in our deferred revenue since year-end, up over 50%. This should have a long tail as we ramp our events back to pre-COVID levels over time.

Additionally, our business model is a capital light model, as our CapEx runs at very low levels, as can be seen by our CapEx in the first quarter of 2021, which was $1 million as compared to $1.1 million in the year ago first quarter.

Turning to our balance sheet, we ended the first quarter of 2021 with $293.6 million of cash as compared to the fourth quarter of 2020’s cash balance of $295.3 million. Additionally, we have full availability of our $150 million revolving credit facility, which brings our total liquidity to more than $440 million.

As we have discussed, our $400 million capital raise in 2020 combined with our event cancellation insurance policy has allowed our team to opportunistically invest in the business and position Emerald for growth, as the pandemic is brought under control and the exhibition industry begins to normalize.

Hervé outlined the benefits of our acquisitions of PlumRiver and Sue Bryce Education, which are key steps towards engaging with our customers 365-days a year. We plan to invest in these businesses to expand them across our brands, as well as make other strategic growth investments in our business.

As we work to position Emerald for a return to organic growth. We also plan to remain disciplined and keep a tight rein in our expenses as we strive to balance, investment, and profitability.

We finished the first quarter with net debt of $230.2 million flat two year-end and representing a net leverage ratio of 1.6 times our [indiscernible] consolidated EBITDA of $140.8 million per the terms of our credit agreement.

As a reminder, our credit agreement has a springing total net leverage covenant of no more than 5.5 times, which kicks in if borrowings under our credit facility exceeds 35% of our revolver capacity of $150 million.

At March 31, we had no borrowings under our revolver, and do not expect to draw on our revolver in the near-term given our strong liquidity position. With that, I will now turn the call back to Hervé. Thank you, David..

To conclude, this is a very exciting time at Emerald as we prepare to return to live events. We have built a strong foundation over the past year, which will allow us to expand the value we offer our customers, engage with them year round and ultimately better monetize the value that we're providing.

Additionally, we're building new digital businesses that are expected to provide high margin subscription revenue streams to complement our live events. Ultimately, we are greatly expanding our addressable market, which will position Emerald to deliver accelerating organic revenue growth with improved profitability over time.

Thank you again for your time today. And operator, please open the meeting for questions..

Operator:.

Great, thank you very much [Alex]. Building on this strong foundation over the past year provides us with this exciting opportunity here at Emerald to return to live events. We feel very, very good about the position that we're in, excited about the near and long-term. And I want to thank you for your time today..

This concludes today's conference and you may disconnect your lines at this time. Thank you for your participation and have a great day..