Good morning, and welcome to the Emerald Holdings Inc. Third Quarter 2022 Earnings Conference Call. Before we begin, let me remind everyone that this call will include certain statements that constitute forward-looking statements within the meaning of 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 the 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 prepared in accordance with U.S. GAAP. The 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 November 10, 2022. I'd now like to turn the call over to Mr. Hervé Sedky, President and Chief Executive Officer. Please go ahead..

one, the multiyear post-COVID recovery of live events that's taking place; two, our unrelenting focus on customer centricity and satisfaction, which drives retention and opportunity to attract new exhibitors, sponsors and participants; three, pricing, which has always been a tool in our toolkit; four, new event launches; five, continued high-quality mergers and acquisitions; and six, exciting growth from our SaaS e-commerce platform that is complementary to our live events and helps our customers generate higher returns on investment.

Combined with our strong balance sheet and tremendous free cash flow characteristics, [technical difficulty] about the future ahead.

Before we begin, I'd like to note that during the quarter, we received final proceeds of $149 million related to our insurance litigation settlement for the events that were impacted by the COVID-19 pandemic in 2020 and 2021, bringing total pandemic-related insurance proceeds to $373 million.

David Doft, our CFO, will discuss this further in the financial section. But suffice for me to say, we are pleased with the outcome that contributes significant liquidity, and we're looking forward to focusing on growing the business. I also want to say how pleased we were with last month's edition of Advertising Week in New York City.

This is the first iteration of the event since Emerald's acquisition of that world-class brand in June, and we couldn't be more pleased with the results. The show brought together 12,000 attendees from 47 countries over 4 days that included over 1,000 speakers and exceeded both pre-pandemic attendance and revenue levels.

It was extraordinary to see the breadth of attendees that went far beyond the traditional means in the marketing space and included some of the biggest tech companies and consumer brands in the world.

This is also a great example of the type of business Emerald is becoming, premier events with broad audiences that generate stable cash flows as well as growth opportunities when plugged into the Emerald platform.

The team at Advertising Week has been a pleasure to work with, and we look forward to benefiting more from their expertise and industry connections as we work together to grow and enhance the Advertising Week business. Now turning to our third quarter highlights.

We have 25 live in-person events, with more than 79,000 attendees and 3,900 exhibiting companies. Remind you, when you're looking at year-over-year comps, our third quarter of last year reflects elevated levels of activity as many shows that were originally scheduled for the first half of 2021 were pushed into 3Q because of COVID-related delays.

These shows that took place off-schedule in Q3 2021 returned to their regular date slots earlier in 2022. Adjusting for the timing of those shows, we saw a nice acceleration of our business this quarter and year-to-date.

Importantly, we continue to be pleased with the recovery of in-person events and expecting exhibitor and attendee counts to continue increasing as we close the gap and eventually surpass pre-pandemic levels. We expect almost one quarter of our shows this year will meet or exceed pre-pandemic revenues.

And while certain brands [indiscernible] to go, others are already well ahead. This is consistent with what we expected and with what others in our sector are experiencing. These positive trends continue to validate the substantial value of our in-person shows.

In contrast to business units, many of which have shifted permanently to virtual formats, in-person B2B trade shows remain an essential part of customers' marketing and travel budgets. We provide a high return on investment and offer our -- often are their single biggest-selling events of the year.

Trade shows offer a consolidated space to generate new leads and sales, introduce new products, network with peers and grow customer relationships.

Consider that your average buyer at one of these events is purchasing unit counts in the hundreds, thousands or even tens of thousands, the ability to be there in-person to touch and feel the products, talk to suppliers and compare alternatives is essential. Post-pandemic surveys continue to validate this value.

And the recent PwC Global Entertainment & Media Outlook report projects that the market for B2B trade shows will grow at a compound annual growth rate in the high teens from 2021 to 2026.

Given these positive industry trends, we have embedded opportunities in our core trade show business to drive revenue growth through pricing for space rentals at our events. We've maintained pricing power for the simple reason that our shows are an investment that generates a high return for our customers.

They're able to spend as long as we are able to deliver value, and we are laser focused on delivering greater value. As our shows went back to pre-pandemic capacity, exhibitor attendance and space rates are the two biggest drivers of our organic revenue growth in the near-term.

That said, we have three pillars of value creation that we are executing on daily. These are portfolio optimization, customer centricity and 365-day engagements. I'll dive into each of these now. Our first pillar of value creation is focused on portfolio optimization. Here, I want to talk about both organic growth and M&A opportunities.

Starting with organic growth. It's been an exciting year at Emerald as we continue to leverage our Xcelerator group to launch several new shows, with more to come next year. Most recently, we held our inaugural edition of Decentralization Deciphered or D2.

This show held in October in New York brought together C-suite financial and technology executives for an educational conference on Web 3, including blockchain, digital assets, NFTs and the metaverse.

In 2 weeks, in partnership with our MJBizCon Expo and Conference, we will be hosting the inaugural edition of reMind, a business forum dedicated to connecting researchers, entrepreneurs, policymakers and health care professionals to discuss the growing industry of psychedelics.

And next year, we are hosting Mentera, a platform fostering connections between mental health innovators and corporate leaders seeking solutions for their organizations and employees. In each of these cases, we are targeting high-growth industries with a B2B component where we see significant opportunity to apply Emerald's flywheel.

Over time, we expect new event launches to contribute 1 to 2 percentage points of incremental organic revenue growth per year. Another part of portfolio optimization pillar is acquisitions.

We made a significant opportunity to leverage Emerald's scale and operational efficiencies to continue being a leading consolidator of live B2B events in the United States. Even as the largest U.S.

based operator of trade shows, Emerald represents only an estimated mid single-digit percent of the highly fragmented market for trade shows in the country. We have substantial runway to complete additional tuck-in acquisitions to grow our revenues and audience.

In the fourth quarter alone, in addition to the Advertising Week event in New York, I just mentioned MJBizCon, a leading cannabis event and content acquisition we made at the end of 2021, is slated to bring together more than 30,000 professionals in Las Vegas later this month.

From a financial returns perspective, our acquisitions have also been structured in a tax-efficient way, expected to provide us in excess of $70 million present value of deferred tax assets. Looking ahead, we continue to build on our pipeline of acquisition opportunities.

We believe that scalable platform we're building gives us key advantages over other bidders and allows us to generate greater returns as we acquire more events. Not only can we operate with scale efficiencies, but we can ensure enhanced floor experience for exhibitors and SMBs with Emerald's technology and matchmaking capabilities.

Beyond the trade show roll-up opportunity, we've also added capabilities that will serve to increase the value of all parts of Emerald's platform.

In the third quarter, we acquired Bulletin, a leading wholesale e-commerce platform in the gift and home space that aligns with our New York NOW events and that builds on e-commerce offerings we established with Elastic.

By adding services like Bulletin, we are compounding the value of our core trade show business while furthering our goals of customer centricity and 365 day engagements. Our focus on portfolio optimization helps us maintain a diverse slate of events spanning multiple industries.

Our industry diversification means that as industries are experiencing headwinds, others may be entering a countercyclical uptrend. Our customer base is likewise highly diversified, with no single customer representing more than 1% of revenue.

And our largest trade show remains in the single-digit percent of revenue, with a highly diversified exhibitor base within the event itself. Our second pillar of value creation is customer centricity, which should consistently serve to increase our revenues per customer and revenues per event.

We are investing in technology to build a consolidated database of our first party dedicated to improving customer experience and value. Our portfolio of shows, trade media and e-commerce platforms generate a substantial amount of data on both the buyer and the seller side that has previously been an untapped resource for Emerald.

By centralizing this data, we gain better insight into our customer activities, helping them to generate more and higher-quality leads, helping them find other relevant shows and content within the Emerald network and ultimately increase revenue per customer.

We are, of course, very mindful of the need to protect customer data and are developing our technology in close consultation with our customers. Our end goal is to provide better service while always putting the clients' privacy first.

Another way we are making it easier for our customers to attend Emerald shows is by offering on-site rebooking for 2023 events at almost all of our 2022 events.

This not only has the benefit of giving us greater visibility into the next 12 months of revenues, but it also improves the retention rates of our events and incentivizes customers to rebook early to avoid losing their preferred space on the floor. The third pillar of our value creation strategy is 365-day engagements.

This means providing customers with multiple entry points to Emerald platform from our trade shows to our conferences, webinars, media content and e-commerce software. Our goal here is to drive a flywheel effect where Emerald is offering buyers and sellers multiple avenues to stay engaged with their industries and customers year round.

In between attending one or two trade shows per year, we want to offer our customers the opportunity to make connections, to stay on the cutting edge of industry changes, build a sales pipeline and convert leads to actual sales at a higher rate, thus amplifying our brand and lifting their value.

For example, a customer may come to Emerald by attending one of our trade shows for the first time and generating new leads. From there, we can help them keep leads engaged through our e-commerce platform, Elastic Suite.

A buyer can scan items at the show and pin things to their board in the Elastic platform and then they go home and see how those items will look in a virtual shop environment. They can message the seller with questions on the products and ultimately placing the order through the platform.

In the meantime, Emerald can use the insight we have gathered on those straight to attendees to offer them relevant content, newsletters and advertisements to drive further engagement outside of the annual show cycle. We can even cross-sell them on other Emerald events, where our data shows they have the best potential for lead generation.

This is very powerful flywheel, and I want to emphasize that most of these benefits will be realized in the near future as we begin to productize the technology and data advantages that we've been building for the past 2 years. We expect to have more material updates to share on this front as we progress into next year.

To conclude, we are very pleased with the fundamental trends in our industry and are delivering the higher attendance and space rates that ultimately flows through our revenue. If you add our revenue recovery through all the investments that we've made since the start of COVID, we are a much larger business than before the pandemic.

And with our highly efficient cost structure and negative working capital profile, where we collect revenues for events up to a year in advance, we have a business model that supports substantial free cash flow generation.

On top of that, we have a balance sheet strength to invest in our business and enhance our capabilities, and we believe should drive ultimate growth for Emerald above and beyond industry growth rates. With that, let me turn the call over to David Doft..

Thank you, Hervé, and good morning. As Hervé mentioned earlier, we are very pleased with our results this quarter and year-to-date and believe they point to a robust recovery in the live event space. Jumping right into our results. Third quarter revenue was $62.4 million as compared to $76.5 million in the prior year quarter.

As Hervé mentioned, an important piece of context for our year-over-year comparison is that we faced significantly more shows than usual during the third quarter of last year as shows that were originally scheduled for the first half of the year were pushed into Q3 given COVID-related timing delays that uniquely affected 2021.

This year, events were back in their normal time slots, which means many events that staged in 3Q last year staged in the first half of this year. To provide a better comparison, we have given the breakdown of organic revenues, a non-GAAP measure that takes into account the timing shifts as well as the impact of acquisitions in our earnings release.

It also includes our content and e-commerce subscription software businesses. On that basis and adjusting for the scheduling mismatches between 2022 and 2021, organic revenues for the third quarter of 2022 were $56.6 million, an increase of $14.2 million or 34% as compared to organic revenues of $42.4 million in the same period last year.

Ultimately, the 34% organic growth in the quarter and 42% year-to-date is the best indicator of the continued recovery of the business. And while our commerce software business continues to contribute mid-20 organic growth, our content business has reduced overall growth somewhat, largely due to the technology issues we discussed earlier in the year.

Adjusted EBITDA was $149.7 million in the third quarter as compared to $8.6 million in the prior year quarter, reflecting the impact of the insurance proceeds received in September.

Excluding insurance proceeds, adjusted EBITDA would have been negative $1.3 million as compared to $7.5 million in the prior year, with $13.3 million of the decline attributable to the timing of trade shows, as I previously described.

Therefore, on a normalized basis for this scheduling issue, adjusted EBITDA in Q3 of last year would have been negative $4.7 million.

Year-to-date, which absorbed the bulk of the calendar shifts just discussed, we generated adjusted EBITDA, excluding insurance proceeds, of positive $31.7 million as compared to a loss of $23.8 million in the first three quarters of last year. So a $55 million improvement through the first 9 months of 2022.

As Hervé noted, we received final proceeds from our insurance litigation settlement of $149.25 million in the third quarter, bringing total proceeds received to $372.9 million. Of the $149.25 million, $148.54 million is recognized as other income. You will notice that we have a $28 million tax payable on the balance sheet.

This relates to the expected tax payment for the profits earned from the insurance proceeds received. Free cash flow, including insurance in the third quarter, was $150.9 million as compared to $7.7 million in the prior year quarter.

Excluding insurance and other items, free cash flow would have been $6.2 million as compared to $8.2 million in the prior year quarter, again, impacted by the timing of events in 2021.

As we move back toward a normal cadence of event bookings, our working capital has varied from quarter-to-quarter given that we received booking deposits up to a year ahead of when we recognize the revenue for events staged.

Historically, given the heavy calendar of events in the first quarter, we’ve seen a meaningful swing in working capital in our favor during the fourth quarter, which flows through the cash flow. We continue to benefit from our CapEx light business model in generating strong free cash flow.

However, I note that as a result of rising interest rates and the impact on our interest expense due to our floating rate debt, we now expect to generate free cash flow of between $60 million and $70 million, excluding insurance and one-time items in 2022 versus our prior estimate of $70 million.

On the expense side, we continue to prudently manage our cost structure in this inflationary environment. Our largest exposure is labor cost, either through our own FTEs or full-time equivalents, or via contractors on-site at our events.

In general, we expect to maintain the ability to utilize value-based pricing to offset cost increases, which, combined with our procurement efforts, should allow us to protect margins. Looking ahead to currency exposure.

While our brand portfolio operates globally, we are fortunate to be a U.S.-based company with minimal exposure to currency fluctuations. Our Elastic business generates some revenues and had some expenses in euros, which could have a net impact in the low six figures over the course of the year if the U.S. dollar maintains its strength.

Turning to the balance sheet. We had $366 million of cash and cash equivalents as of September 30 versus $232 million in cash and marketable securities as of June 30 of this year. To optimize interest income as interest rates begin to rise, we continue to hold some longer maturity bank products.

However, this quarter, none are over 90 days, so we no longer have any marketable securities noted on the balance sheet as they have all been shifted to cash. We have full capacity on our $110 million revolving credit facility. And as of quarter end, our total liquidity was $476 million. We do not expect to draw on our revolver in the near-term.

We have historically sought to maintain a strong balance sheet, supported by our cash flow generation, which should allow us to continue funding our strategic growth initiatives in any economic scenario.

We will continue to thoughtfully balance our capital allocation between debt reduction, acquisitions, investments in our own business and opportunistic share buybacks, which have been attractive at these levels.

We repurchased 1.6 million shares of our common stock in the quarter at an average price of $3.74, bringing our total repurchases since the beginning of 2021 to 5.3 million shares.

We are also pleased to announce that our Board has approved an extension and expansion of our share repurchase program to allow for the repurchase of $20 million of common stock through December 31, 2023.

As of quarter end, we had net debt of $149 million and a net leverage ratio of 2.07x our trailing 12-month consolidated EBITDA of $72.0 million, as defined in our credit agreement. At this time, I'd like to briefly review our capital structure so that those who are new to our story can more easily value the business.

At quarter end, we had 67.6 million shares of common stock outstanding, as well as 71.4 million shares of convertible preferred stock outstanding. The convertible preferred shares have a liquidation preference per share of $6.55 as of September 30, 2022, while accreting at an annual rate of 7%, which compounds quarterly.

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 1.86 shares of common stock.

When multiplied by the total number of shares of convertible preferred stock outstanding as of September 30, it equates to 132.9 million shares of common stock on an as-converted basis.

Add to that the 67.6 million common shares already outstanding, then Emerald has a total of 200.5 million shares of common stock outstanding on an as-converted basis as of September 30, 2022. As of yesterday's closing price on our common stock, this converts to a market cap of approximately $722 million.

We have an estimated contingent consideration on our balance sheet of $36.4 million for acquisitions made in the past 3 years as well as a deferred tax asset worth over $70 million discounted to present value based on the tax treatment of certain of our acquisitions. This leads to an enterprise value of $838 million given our net debt outstanding.

As a reminder, we have the right to force conversion of the convertible preferred stock starting on June 29 of next year if our common stock price exceeds $6.16 for 20 consecutive trading days. Concluding with our guidance. We continue to be on track for full year 2022 revenues in excess of $300 million, as first guided at the beginning of the year.

We expect adjusted EBITDA of over $50 million, which is net of over $10 million of projected investment in growth initiatives, on our Elastic SaaS product and new show launches in new verticals, also consistent with our original expectations.

We now expect free cash flow to be in the range of $60 million to $70 million, largely due to the impact of higher interest rates. As a reminder, this guidance excludes the proceeds received from event cancellation insurance this year as well as the litigation settlement.

Our free cash flow guidance also excludes several onetime items included in the other items line of our EBITDA reconciliation. Looking ahead to 2023, we continue to progress against our objective of meaningfully improved margins and adjusted EBITDA of over $100 million. With that, I will now turn the call back to Hervé..

Thank you, David. To conclude, we are very pleased with the trends in attendance and space rates we are seeing across our events.

These provide a solid foundation for revenue growth as we continue to make investments in our business in strategic acquisitions to expand on our advantages as the leading platform for B2B events and content in the United States.

Our balance sheet strength, supplemented by the proceeds from our insurance litigation settlement, gives us the ability to continue funding these investments in any economic scenario.

We are evaluating a large set of promising external growth opportunities where we can leverage our scale and operational efficiencies to drive more and more events and brands onto the Emerald platform.

We are very pleased with how we are positioned heading into the end of the year, and we look forward to delivering on our initiatives to drive further margin expansion and value for our shareholders. Thank you very much for your time today. And with that, we will open the line for questions..

[Operator Instructions] And we have a question from Allen Klee [ph]. Your line is open..

This is Derek Greenberg on for Allen. My first question is if you could just provide a little more color maybe on the level of presenters and sponsors compared to pre-pandemic maybe on a percentage basis, and if you see potentially further recovery there..

Well, I think the best way to look at it is probably net square feet at our events because we generate the bulk of our revenue from exhibitors at the events as opposed to sponsors and speakers.

And while revenues overall are tracking 70% to 75% of pre-pandemic, because of price increases, NSF is tracking more like 65%-ish or two-thirds to pre-pandemic. So what that means is there's actually a significant amount of incremental leverage to the recovery for us versus just looking at revenues relative to pre-pandemic..

Okay, great.

And I was also wondering, with your recent acquisitions of Ad Week and Bulletin, maybe if you could just provide some color on the annualized financial impact you expect from those?.

We haven't, at this time, disclosed the impact of that. The -- I think as we go into 2023 and present the formal full year guidance for 2023, we will give more color on the pro forma impact of the acquisition..

Okay. And for some of your newer events in emerging areas, just how those are progressing and maybe the difficulty in building interest from scratch from sponsors and attendees, just the process involved with that..

Yes, the launches of events is really largely due to the creation of the Xcelerator business unit, which we announced last year. So we have a dedicated team that identifies opportunities and sectors for us to enter.

And we are very, very pleased with the performance of that team, not only for the launches that we've already announced, but a number of others that are under consideration and will be announced in the future..

Okay, great.

With your non-trade show segments compared to trade shows, how do you see the margins at scale between the two?.

The trade show business is a really powerful financial model.

And historically, as we run EBITDA margins of 35% to 45% at Emerald, depending on the year, we expect that the incremental offerings that we've added over time will be equivalent margins to the trade show margins, though the higher end of that historical margin range we don't think is reasonable because we prefer to optimize margin versus growth.

And we invest in the business, in new launches, for example, that in year 1 and year 2 don't really make money or lose money. So -- but it's key to building long-term value for the business and for our shareholders. So we think we could operate 35% to 40% margins in time.

We need to build back towards that, of course, given the pandemic impact on the business. And the other offerings we have should be equivalent to that..

Okay. That's very helpful.

And then if you could maybe just discuss some of the actions you're taking to grow organic growth rates by 1% to 2% a year?.

Well, I want to clarify, we expect to grow organic growth mid single digits or better as we normalize once we recover fully from the pandemic. Obviously, as you can see, we are growing at a much faster rate this year, and we would expect to grow at a much faster rate next year. The 1% to 2% is just for new event launches.

And the other components of organic growth will be driven by the other initiatives that we talked about in customer centricity and driving retention and value-based pricing, which gives us leverage on both of our events, in addition to net square footage and on the 365 engagement strategy, which is providing other means to provide value to our customers and thus monetize for Emerald..

Okay. Thanks for clarifying that. I just have two more. The first is related to just the M&A environment, maybe some areas you would look to add potential accretive acquisitions to. And maybe just how you view valuations in the financial criteria you apply. And then maybe just how you integrate those acquisitions once the deal is done..

So I think we prefer not to talk about where we are looking at M&A because that's competitive in many cases. So we will announce them as they come.

But we are open about the fact that, given our strong balance sheet position and given the incremental value we can provide to an acquisition, given our scale and our platform and our technology and data and our resources, that we are active in the marketplace looking at opportunities. So we will be clear about that.

But where, we prefer to keep to ourselves for now. In terms of multiples, it really does depend on the size of the business, the growth profile.

Generally, we are looking at mid to high single-digit EBITDA multiples, which, given our potential opportunity for synergies and driving incremental value, we think we can bring those multiples down quickly once we own businesses. But that seems to be the marketplace.

But it is a wide range initially and because there's a wide range of types of businesses that we're looking at that would warrant that. In terms of integration, one of the real benefits of the Emerald platform is we do have scale in areas like operating live events.

We have scale in areas like marketing technology, in data around our customer base and across sectors and businesses in our sales organization. And all those things allow us to bring value to businesses we bring in. Some are great at those things. And not all of them get incremental value from every service we offer.

But there's always something somewhere where we could have best practices, we can leverage the scale of our resources and drive better utilization and less margin. We surely, based on our scale, have better contracts than most. And we can often get incremental savings by consolidating vendors into our vendors, et cetera.

So there's a number of ways that we can add value as a business and ultimately drive incremental growth and value for our shareholders..

The two things I'd add to David's comments are, one, we are building a proprietary database of opportunities, which is really important as we look to invest and grow through acquisitions.

And also, the reverse impact of what we can benefit, how the Emerald platform can benefit from acquisitions, there are some best practices that acquired companies have that we are quickly able to look at, review and integrate and benefit across the entire Emerald portfolio..

Okay, great. Thanks for the color. And I think just my last question is what you plan to use your proceeds from cash on hand.

And maybe the insurance reimbursements, how they [indiscernible]?.

Sure. As we indicated in the script, there are four areas that we balance in use of proceeds and with the, frankly, the strong cash that we expect to generate from the business. Well, surely, given the current environment, looking at our debt levels and whether debt reduction makes sense, we have a share buyback program that we've been active with.

And given the trading liquidity of our stock, it is hard to buy a lot on that front, but it's really an arrow in our quiver. We are looking at acquisitions, for sure, in terms of the business, as we said about.

And we are looking at organic investments into the business, in areas like Xcelerator, that might be a use of capital in the short-term, but creator of the value. And we literally, as we said before, yes, we are paying mid to high single digits for assets to acquire. But if we can successfully build those businesses ourselves.

We can build it at 1x or 2x the EBITDA that will deliver in the last 3, 4 years from now, which is a great return for our shareholders and surely would be really attractive if we can find more opportunities to do that. And so we've definitely allocated, and we will continue to allocate some capital to that..

[Operator Instructions] And we have no further questions in queue..

Okay. I wanted to thank you all for joining, for your interest, and I look forward to speaking with you next quarter. Have a very good day..

That concludes today's conference call. Thank you for attending, and have a pleasant day..