Good morning, and welcome to the Emerald Holding, Inc. First Quarter 2022 Earnings Conference Call. During today's call, all parties will be in listen-only mode. Following the prepared remarks, the call will be opened for questions, with instructions to follow at that time.

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. These include remarks about future expectations, beliefs, estimates, plans, and prospects.

In particular the company’s statements about projected results for 2022 and 2023 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.

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 measure, which it believes can be useful in evaluating the company's performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with US GAAP.

A reconciliation of these non-GAAP measures to the most comparable GAAP measure 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 Web site through 11:59 p.m. Eastern Time on May 16, 2022.

I'd now like to turn the call over to Mr. Herve Sedky, President and Chief Executive Officer. Sir, please go ahead..

Thank you, Vikram and good morning, everyone. I'm thrilled to be speaking with you this morning to share our first quarter results, which clearly corroborate what we've been saying for more than a year, our business is back. Emerald's journey is a simple one.

There are three reasons that make us excited about our future and our ability to deliver increasing shareholder value. First, we're returning to in sometimes exceeding pre pandemic revenues. While our business was obviously severely impacted by the pandemic, it's not coming back in a significant way.

Our revenue is rapidly returning to normalize levels as our customers returned to our live events. We believe that roughly 25% of the trade shows we plan to stage in 2022 will likely exceed pre-pandemic revenues, which is a strong indicator for our recovery of our overall business.

Second, our new products and services including events, content and technology, both acquired and organically launched, are generating additive, fast growing revenue streams that we expect will further scale our business beyond our pre-pandemic baseline.

And third, we are generating substantial free cash flow, which at our current guidance level and share price represents a free cash flow yield of 14% on an as converted basis and based on our expectation of at least 70 million of free cash flow in 2022, notably before the benefit of any insurance proceeds.

To illustrate the return of our business in Q1. We successfully staged 31 in person trade shows, conferences and other events, serving more than 141,000 attendees and 5,700 exhibiting companies. Importantly, this translated into over $98 million of revenue and meaningful adjusted EBITDA of $25.6 million before insurance recoveries.

Our performance in the quarter further validates the fact that our customers value in person face to face live events where they can meet with buyers and sell their products in a highly efficient and productive medium.

Our events continue to be an integral part of our marketing budgets and provide high return on investment through delivery of new business leads at scale. Show participation is growing steadily towards pre-pandemic levels quarter after quarter.

We're seeing consistent improvements and have closed the gap to pre-pandemic levels of qualified attendees and exhibiting companies participating in our first quarter events on average of 7% to 10% versus Q4 2021. This follows on the 10% to 15% relative improvement of Q4 2021 as compared to Q3.

Importantly, several of our first quarter events have delivered revenue in line or better than their pre-pandemic levels, which provides further confidence that our business is recovering and our current sales pacings point to continue to quarter-over-quarter improvements as we move through the rest of the year.

We're also pleased to report that our customer net promoter scores also continued to improve, which provide a strong indicator for rebooking. This momentum is playing out as we continue to implement onsite rebooking across all of our events, further accelerating our sales pipeline and improving revenue visibility for future events.

Overall, our first quarter results highlight the significant traction that is building within our business and gives us further confidence that we will deliver on our full-year financial expectations of achieving fiscal year 2022 revenues in excess of $300 million, adjusted EBITDA in excess of $50 million, net of $10 million of investments in growth initiatives that are incorporated in this EBITDA and free cash flow in excess of $70 million, excluding insurance proceeds, which have continued to get paid.

Additionally, our forward bookings point to a further recovery as we look out to the year ahead and which supports our expectation of 2023 adjusted EBITDA in excess of $100 million, as we work back towards historical margin levels over time.

As our business continues to recover, we're also poised to benefit from the positive dynamics of our business model as we receive customer deposits in advance of our events, which we expect to drive strong free cash flows as we return to a normal booking cycle.

This functional dynamic was clear in our first quarter results and implied in our full year free cash flow expectations. It's also important to note that our business model requires little in the way of CapEx as we spent $3 million in the first quarter, while staging a full slate of events and funding our software development initiatives.

Our cash generation combined with our strong balance sheet consisting of 254 million of cash at quarter end, provides significant liquidity and flexibility as we invest to drive organic growth and vet potential M&A opportunities, so we can further expand into new high growth and markets.

To transform our business and accelerate growth, we have outlined a three-pronged strategy focused on portfolio optimization, 365 day engagementments and customer centricity, which we have been discussing on our earnings call for over a year.

I would like to spend a few moments this morning on several aspects of our short-term and long-term strategy where we've made significant progress.

The first is in portfolio optimization where we're developing and launching new trade shows as either an extension of existing events in strong sectors or first time launches into new high growth industries. Launching new shows is critical to accelerating organic revenue growth and the key focus of our recently formed accelerator units.

We expect to launch four new shows in 2022 and have already approved three new shows for launch in 2023. We expect our new show launch strategy to add over time, 2 to 3 points of organic revenue growth annually. In March, we held our first new show of the year, SIAL America.

Co-located with our international pizza expo in Las Vegas, SIAL America is a food services event we launched in collaboration with Comexposium, a leading French event organizer.

SIAL America achieved all of our internal metrics with 176 exhibiting companies, over 4,600 attendees, representation from over 60 countries and the fulfillment of hundreds of one-on-one meetings between sellers and buyers. Following the very positive results, we look forward to the second edition of SIAL America in March of 2023.

I'm also pleased to announce the next two of our new event launches will target the decentralized finance and mental health sectors. The second launch is branded decentralization deciphered or D2. It's an educational platform that bridges business and Web 3 innovation through in person events, digital content and an engaged community.

The show is geared towards C-suite financial and technology executives who are curious about Web 3 and want to learn amongst peers to grow their organizations and careers by unlocking the potential of decentralized technologies.

D2 is focused on connecting C-suite executives with Web 3 companies and visionaries who want to be a trusted source for blue chip companies to safely explore decentralized solutions. The third launch is in the mental health sector and branded Mentara.

Mentara is meant to be a community that fosters relationships across the mental health ecosystem, including employers, payers, providers and everyone in between focus on today's most pressing mental health needs for the business sector.

Through digital and in person experiences, Mentara brings together mental health innovators, thought leaders and disruptors to unite, find solutions and take actions to improve mental wellbeing for all.

In its inaugural year, Mentera is especially focused on connecting chief human resources officers, CEOs and people, leaders with the education and solution partners they need to design and implement optimal mental health solutions for their organizations and employees. Now let me take a step back and focus on the big picture.

We believe the acceleration of our organic growth through new event launches over the next few years will be a meaningful driver to improve the value of our business as we aim to deliver higher rates of sustainable organic growth.

In addition to the organic growth, we continue to evaluate acquisition candidates in attractive high growth industries to further diversify and optimize Emerald's portfolio. Our recent acquisition of MJ Biz, which provides Emerald an opportunity to serve their rapidly growing cannabis space is a prime example.

Looking forward, we have a robust M&A pipeline supported by a favorable balance sheet position and expect to be active throughout 2022.

With respect to our 365 engagement strategy, our year round content business is experiencing accelerated growth as we improve scaling of industry best practices and launch new advertising and sponsorship offerings to our customers across verticals, while improving and increasing the industry specific journalistic contents that our audiences crave.

Similarly, our e-Commerce, SaaS platform Elastic is gaining traction with organic revenue growth in excess of 20% in the quarter, which is visible in triple the number of new customers generating revenue in comparison to the first quarter of last year, declining churn, growing net revenue retention and enrollments, providing recurring revenue as we leverage our investments in the functionality of its technology platform.

This platform provides an attractive opportunity to generate additional revenue and is a critical component to accomplishing our goal of an all access 24/7 digital environment for buyers and sellers to transact.

As I hand it over to David Doft to review our first quarter results, I am very proud of the turnaround that we're driving here at Emerald and can be seen in our financials this quarter.

While we're benefiting from the recovery in our industry, we believe that the implementation of our strategies I have just discussed puts Emerald in an excellent position to outpace our industry over time. We have turned a corner and I'm looking forward to the journey that awaits us. Now let me turn the call over to David..

Thank you, Hervé and good morning. As Hervé discussed, we are firmly in recovery mode within the event space, which led to further improvement in our first quarter results where we reported revenues of $98.5 million as compared to $12.9 million in the first quarter of last year.

The increase was primarily due to $62.7 million in revenues related to live events, which staged in the 2022 first quarter but were cancelled in the prior year due to COVID. Organic revenues for the first quarter of 2022 were $21.5 million, an increase from $13.8 million in the prior year period.

Please note that our definition of organic revenue only includes events that staged during the first quarter of 2022 and in 2021 and thus, excludes events that did not stage last year in Q1 due to pandemic related cancellations and postponements. It also includes the growth in our content, and e-commerce subscription software businesses.

The increase was primarily due to $3.4 million in revenue growth from several events that staged in the first quarter of 2022, as well as the first quarter of 2021.

In addition, we have seen consistent growth in subscription software and services and additional marketing services and content revenue, which increased by $2.1 million when compared to the first quarter of 2021. We also note that acquisitions which closed after the first quarter of 2021 generated incremental revenues of $2 million.

Our adjusted EBITDA for the first quarter was $54.4 million as compared to a loss of $2.5 million in the same period last year.

The increase in adjusted EBITDA of $56.9 million was primarily the result of profits generated from the live events that staged during the quarter and the recognition of $28.8 million in other income in the quarter related to event cancellation insurance claim proceeds received or confirmed, which is double the $14.1 million of insurance claim proceeds recognized in the first quarter of 2021.

Excluding insurance proceeds, adjusted EBITDA increased $42.2 million to $25.6 million as compared to a loss of $16.6 million in the first quarter of last year. A reminder, Q1 and Q3 tend to have the busiest event calendars for Emerald, so our financial performance is seemingly weighted to those quarters.

Looking at our event cancellation insurance in more detail, we have submitted $347.5 million in total claims to date, which includes $98 million of incremental claims submitted in 2022.

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

To date, we have received insurance claim payments totaling $213.2 million and we are actively pursuing collection of the remaining unpaid amounts of filed insurance claims for our cancelled and adversely impacted 2020 and 2021 events. Turning to free cash flow in the first quarter.

We experienced an inflow of $29.8 million, which compares to an inflow of $0.6 million in the year ago first quarter.

While the quarter benefited from the $28.8 million in proceeds from insurance claims, as Hervé touched on, we are experiencing improving cash inflows from our underlying business, including a pickup in advanced deposits from our exhibitor customers for shows that are on the schedule for the remainder of 2022 and 2023.

This is a working capital trend that we expect to continue as the post-COVID recovery continues. We also benefit from a CapEx light business model as we spent $3.2 million on CapEx in the first quarter of 2022.

We ended the first quarter of 2022 with $254.4 million of cash on our balance sheet as compared to the fourth quarter of 2021's cash balance of $231.2 million.

Additionally, we have the full availability of our $110 million revolving credit facility, which brings our total liquidity to more than $364 million and which provides flexibility to invest in our business.

Overall, we're very excited with the progress we have achieved relative to the successful staging have live events through early 2022 in combination with attractive acquisitions and new launches that are forming a durable growth model as we continue to optimize our portfolio towards industries and products with strong underlying growth characteristics.

The strength of our balance sheet, combined with the return to cash generation from our underlying business and expected insurance recoveries, supports Emerald’s ability to opportunistically invest in and grow its business.

As we continue to pursue further expansion opportunities, we will remain mindful of balanced capital allocation among acquisitions, investments in our own business to drive organic growth through new show and product launches, as well as opportunistic share buybacks, which we believe continue to be very attractive.

During the first quarter of 2022, we repurchase 0.3 million shares for an average price of $3.63 per share. Since the beginning of 2021, we have repurchased a total of 2.7 million shares with $17.4 million remaining in the share buyback authorization.

We finished the first quarter with net debt of $263.8 million, representing a net leverage ratio of 2.5 times our TTM consolidated EBITDA of $105.9 million for 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 exceed 35% of our revolver capacity of $110 million.

At March 31, 2022, 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. At this time, I thought it would make sense to review our capital structure so that those new to our story can more easily value the business.

As of March 31, 2022, we have a little over 70.1 million shares of common stock outstanding. We also have 71.4 million shares of convertible preferred stock outstanding, which we issued during the early days of the pandemic and which had successfully bolstered our business while much of the world was shut down.

Our convertible preferred stock had a liquidation preference per share of $6.33 as of March 31, 2022, while accreting at 7% annually. When you divide that liquidation preference by the initial conversion price of $3.52 per share, it equates to each share of convertible preferred stock being convertible into approximately 1.80 shares of common stock.

When multiplied by the total number of shares of convertible preferred stock currently outstanding, it equates to 128.4 million shares of common stock on an as converted basis. Add to that the 70.1 million common shares already outstanding and Emerald has a total of 198.5 million shares of common stock outstanding on an as converted basis.

At Friday's closing price, this equates to a market cap of $504 million. This compares to our expectation of at least 70 million in free cash flow available to equity this year, before considering any insurance receipts.

We also have estimated contingent consideration on our balance sheet for acquisitions we have made over the last three years, which totals $42.9 million and is tied to future growth forecasts for the acquired businesses.

Additionally, we estimate that given the tax treatment of many of our acquisitions we have a deferred tax asset worth approximately $70 million discounted to present value. This leads to an enterprise value of around $737 million given our net debt outstanding.

Emerald has the right to force conversion of the convertible preferred stock to common stock starting three years after the date of issuance or June 29, 2023, if the common stock price exceeds $6.16 per share for 20 consecutive trading days.

To conclude, we are pleased with the momentum at Emerald driven by the continued recovery of our core business and our strategic initiatives to build a growing and profitable company. We are further diversifying our business as we enter high growth industries and new digital mediums while prudently investing in high return opportunities.

Our first quarter results and sales pipeline leave Emerald on track to achieve fiscal year 2022 revenues in excess of $300 million and adjusted EBITDA in excess of $50 million. Importantly, this adjusted EBITDA guidance is net of $10 million of projected investment in growth initiatives on Elastic SaaS product and new show launches in new verticals.

We also reiterate our expectation to achieve fiscal year of 2022 free cash flow in excess of $70 million. Importantly, these adjusted EBITDA and free cash flow figures exclude any future recoveries from insurance, which we expect to secure, such as the recently received $28.8 million I discussed earlier.

Looking ahead to fiscal 2023, we expect to build on a full-year return of our events to deliver meaningfully improved margins and in excess of $100 million of adjusted EBITDA as we work back towards historical margin levels over time. With that, I'll now turn the call back to Hervé..

Thank you, David.

To conclude, we realized coming out of the pandemic we will need to continue to demonstrate value to key constituencies; demonstrate to our customers that the value of our live events manifests itself in the high number of quality new business leads they generate through their attendance; demonstrate to our advertisers and sponsors the value of our engaging content, which qualifies and scales a number of new business leads we can provide, demonstrate to manufacturers the value of streamlining and accelerating B2B sales by leveraging our Elastic B2B eCommerce platform; and demonstrate to investors the scalability of our revenues and cash flow.

This makes 2022 a catalyst for all aspects of our business and value creation efforts.

We believe as we execute through the year, stage successful events and add value to our customers, we will not only deliver on our financial guidance but also show that we have built Emerald into a much more valuable business, a business with stronger organic growth that is more diversified across new high growth sectors and with new higher margin revenue streams, which we believe will ultimately earn a higher multiple in the public markets.

I believe our first quarter results firmly demonstrate that we are on the right path and [Technical Difficulty] our way to achieving our goals. Thank you again very much for your time today. Now Vikram, please open the meeting for questions..

[Operator Instructions] We have a first question from the line of Annick Maas with BNP Paribas..

My first question is on the shares that you've held already so far where rebooking is available. Can you maybe give us an indication of what sorts of price levels or price upgrades you can push through? And my second question is I think you suggested that 25% of the shows this year will exceed pre pandemic levels.

Can you maybe give us a bit more indication around from which sector these exhibitions will be? And finally, can you just comment on how the visibility has changed since the start of the year?.

In terms of price levels I think one of the real successes of the ramping back up of our event calendar is that we continue to maintain pricing power.

The demand for new business suite for our customers and our ability to deliver them has allowed us to drive price increases, that frankly has enabled us to manage against inflation that's out there quite effectively.

And so we're in general getting price increases at least mid single digits or more depending on the event and depending on the circumstances, and seemly have been able to at least match and in some cases exceed the underlying cost increases that we're seeing. So we're very pleased about that.

In terms of the events that are exceeding pre pandemic, I don't think we want to go into specifics of event-by-event.

In general, if you look across our portfolio, I think where I see what industries are more high growth industries, surely high growth industries are bouncing back a little bit faster than industries that are more impacted by pandemic issues, such as supply chain and things like that.

Also are events that are more exposed to international exhibitors and attendees are coming back a little bit slower as it's still has not been as easy to move around in other parts of the world as it has been in the United States. Those shows though we expect to ramp as we go into next year a little further.

But there's definitely industries that are better positioned this year than others, and those other ones we see a path to recovery going into next year and beyond..

And just on the visibility for the company now versus the start of the year.

Can you maybe give us a little bit of indication of the visibility has improved quite significantly or similar to what you've seen at the start of the year?.

Visibility has improved and we very much benefited from rolling out on site rebooking across all of our events. And just as comparison pre-pandemic Emerald was only doing on site rebookings, which for those unfamiliar, selling next year's event on site at this year's event, is what on site rebooking is. I was only doing that for 25% of the portfolio.

And so now we're doing it for the whole portfolio. And building on the momentum of successful events while it's fresh in people's minds has very much added to our visibility. And so in absolute dollars, we’re pacing ahead of pre-pandemic from where we sit right now.

Now keep in mind that some of that will catch up just based on evening out of the sales cycle over time, but we're definitely getting a lot of benefit over that. The other item I point to is on the attendee side, we are still seeing attendees signing up a little bit later.

And so exhibitors little bit earlier because the onsite rebooking effort, we've been able to successfully accelerate the visibility. But attendees are still waiting a little bit longer but coming in strong numbers as we get closer to the event, so we've been pleased..

Annick, the only thing I'll add is the comment I made about our improved Net Promoter Score is also contributing to stronger forward bookings and maybe the fear of missing out by some exhibitors who didn't participate in the past are now wanting to participate in the future..

We have next question from the line of Saim Saeed with Berenberg..

My first one is quite simple. So over Q1, could you give us an indication for shows which had a pre-pandemic version? What exactly is your average recovery rates you’re seeing I mean by revenue terms or in respect of terms? My second question is again focusing on inflation.

Could you just help us understand how it's impacting shows on the cost side, in terms of venue costs, and whether there are any particular industries where the [Technical Difficulty] [inflation] is most notable, I'm guessing that might be sort of supply chain impacted? And finally in terms of M&A within the state, would you say that sellers with shows are measuring the price they would sell these shows against 2019 numbers, are the other metrics they are using? And it’d also just be very helpful and how multiples have trended since the end of the pandemic..

Again, I'll start out and I'll let Hervé jump in after. In terms of the recovery rate, on a revenue basis, we're looking at between 25% and 30% off of pre-pandemic on average.

And so as we mentioned, while we have seen some shows exceed pre-pandemic, others that have more exposure to international attendees and exhibitors, supply chain -- impacted by supply chain issues, et cetera, are not as fortunate in their performance and have a bit of a longer ramp up period to get back to where we are, though, with strong trends and as Hervé said strong net promoter score, so we're feeling pretty good about that.

In terms of inflation impacts, in general, venue costs have not really been much of an issue. Keep in mind that venues tend to be owned by municipalities that want tourism dollars coming to their cities. And so as always it has been one of the more reasonable costs within our cost structure.

And we haven't seen that change, if anything, cities are more anxious for visitors to come as part of their own recoveries. The issue has been more around the labor based costs that we have, which is the vast majority of the rest of our costs, be it the general service contractors or security, or registration, or just our own staff.

And so that's really the inflation cost that we see the most that we're managing against. And as I said, we've been able to successfully price to offset that, and in some cases and then some as we build back our business.

In terms of M&A, I'd say it's -- the tension in the in the M&A process is, of course, sellers want to be valued off of pre-pandemic and we want to pay off of what they make now and going forward. And so what we've seen is an increased number of earnout deals in order to ensure that everyone's happy with the outcome.

We want to pay for what we're going to get. And so we're comfortable structuring deals with a forward look to them to ensure that we get what we paid for. And similarly, for sellers, it allows them to comfort that they're not selling at a distressed price, and that seems to have worked out.

EBITDA multiples, given that dynamic, are probably not too different from pre-pandemic but a bit of a different structure in terms of those deals. And I'd say in the deals we've done, we've paid depending on the industry, the growth, the size, between 5 and 9 times EBITDA..

[Operator Instructions] We have next question from the line of [Christopher Keller] with [Indiscernible]..

My question revolves around environmental, social and governance issues, ESG.

Have you identified any material ESG risk factors? Do you have any corporate objectives, strategic objectives in ESG? Are you able to provide an annual sustainability report? Is that something you're thinking about?.

We have no risks to outline. Having said that, we're taking ESG very seriously and have actually retained a third party consultant to help us map every single one of our live events, for instance, in terms of our carbon emission, understanding where it comes from.

We will from there start to set goals for ourselves to reduce the carbon emission we've signed the pledge that the industry has put forth. And so it's an area of increased attention for us and we'll start talking about -- a lot more about that in the coming quarters..

We also are working on developing an annual report on our sustainability efforts. And so keep an eye out for that likely later this year. As Hervé said, it's become an important initiative at the company and we're working on appropriately documenting and reporting on it..

And then one final question, if I may.

Your business interruption insurance, if I recall correctly it expired at the end of last year, and you've -- have you been able to renew it and at viable commercial terms?.

So the event cancellation insurance policy that included coverage of the pandemic did expire at the end of 2021. We have renewed the event cancellation insurance policy for 2022, as well as now for 2023.

However, it no longer covers the pandemic but it does cover other events out of the company's control that would lead to the cancellation or otherwise adversely impact our events. The cost has gone up as you can imagine in the way the insurance companies work. Previously, it was a fairly minimal cost in the grand scheme of things.

The cost has gone up a little over 2 times, maybe 2.5 times versus what we're paying before, but still fairly reasonable cost given the benefit that we've received..

So the pandemic, was that considered a communicable disease and that was covered under insurance previously, but now the insurance will not cover communicable diseases, or what exactly is not being covered going forward?.

That's correct. Our prior policy had a specific rider that we actually paid extra for that covered us in the case of communicable diseases, and that rider, they will no longer provide us..

Thank you. Ladies and gentlemen, we have reached the end of the question and answer session. And I'd like to turn the call back to Mr. Hervé Sedky, President and CEO, for closing remarks. Over to you, sir..

I just wanted to thank you all for your time today and for following the Emerald journey, and look forward to speaking to you next quarter. Thank you, and goodbye..

Thank you. Ladies and gentlemen, this concludes today's conference. You may disconnect your lines at this time. Thank you for your participation..