Good morning, and welcome to the Emerald Holding, Inc. Third Quarter 2023 Earnings Conference Call. [Operator Instructions] A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

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 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 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 the call will be available on the Investors section of the company's website through 11:59 p.m. Eastern Time on November 13.

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

Well, thank you, Kevin, and good morning, everyone. It's great to be with all of you today to discuss our third quarter results. I'll start with a review of our year-to-date performance and then give an overview of our strategy, focus on our growth pillars, customer centricity, 365-day engagement and portfolio optimization.

David Doft, our CFO, will then provide more detail on our financials. Starting with live events. We continue to see significant year-over-year growth in both revenue and profitability driven by increases in exhibitors, attendees and pricing.

As a highly diversified and scaled platform, Emerald continues to benefit from post-COVID tailwinds including the removal of international travel restrictions with some attendees just beginning to return to shows this year as well as improvements in our customers' supply chains.

We've implemented on-site pre-booking at most of our trade shows, which means we are already selling exhibitor space for next year's edition. Our sales pacing data gives us high granular view and deliver trends up to a year out.

This gives us a great deal of confidence in our growth plan for 2024, where we project continued increases in our exhibitor count and revenue above our industry's historical run rates. On-site pre-book also frees up our sales force to pursue new business rather than chasing renewals.

In this market environment, we believe our forward visibility is a highly valuable feature of our business, along with our free cash flow generation and operating leverage, which we believe should enable us to achieve EBITDA margins of approximately 35% within the next three years.

Our trade show business is also more resilient to changes in broader market dynamics due to our business mix. We have greater exposure to long-term secular growth areas and we're less reliant on standard marketing budgets compared to other industry players.

The strength and resilience of our business comes from the unique and measurable value we bring to our customers, who are themselves business owners looking to maximize the value that they get from their marketing budgets. Trade shows provide a tangible ROI to exhibitors in the form of purchase orders. For nearly half of small businesses in the U.S.

that participate in at least one trade show per year, trade flows are their number one selling events of the year.

A big part of our ongoing efforts has been to clarify this value proposition and make the ROI more transparent by developing value-add tools and metrics, which we believe will deliver an even better trade show experience to both exhibitors and attendees. The result is that our customers view our shows as an investment rather than a cost.

They know we understand them, and they know our objective is to help them achieve and even surpass the goals they have set for themselves. Moving now to our third quarter results.

While David will speak to our financials in more detail, as a headline, our third quarter revenue was $72.5 million compared to the $62.4 million in the prior quarter, even with approximately $5 million of revenue shifting out of the quarter due to the timing of events during the year.

In July, as we previously announced, we hosted the inaugural edition of NBA Con, a first of its kind fan events that Emerald hosted in collaboration with the National Basketball Association. We're pleased with the execution and attendance at the events, which required some upfront launch investments.

We expect to build on our NBA partnership in future years. In September, we had another successful event launch with the inaugural addition of Cocina Sabrosa in Irving, Texas, a trade show focused on the Latin food and beverage industry. We identified the Latin food market as an industry that despite being a large and fast growing category in the U.S.

did not have a national trade show serving wholesalers, retailers and restaurants. The Cocina Sabrosa show is indicative of the types of new event launches that we're focusing on underserved markets with high growth supported by long-term consumer and business trends.

Just a few weeks ago, we also hosted the second iteration of advertising week New York, since acquiring the business in June 2022. It was our 20th edition and delivered their largest attendee levels in its history.

At the event, I was joined on a panel by the Chief Marketing Officer of Delta and the CEO of MILA USA; where we highlighted the value of and the ROI inherent in live events across a variety of industries.

It was validating to hear from other executive level marketing leaders about the value that they place on face-to-face meetings and the continued importance of prioritizing these types of events in their marketing budgets each year.

While the live events business remains strong, we are seeing some softness in our content business, primarily within the technology sector. As a reminder, our content business represents approximately 10% of our revenues in a given year.

Our content serving the technology sector is more exposed to the ad spending cycle, which has felt the effects of a pullback in tech ad spend this year, as noted by many companies in the sector. This impacted our third quarter and will impact our fourth quarter as well.

That said, we strongly believe in the long-term synergies between our content business and our core trade shows. Our media assets allow us to advertise and cross-sell Emerald's own events and to maintain year round engagement with our customers as we serve as the go-to source for business news and trends in each respective industry.

We remain optimistic about the longer range prospects for content, especially given the strong new leadership team that we have put in place over the last 12 months. We also expect to see the advertising environment stabilize in 2024.

However, the near term headwinds in ad spends are presenting some risk as we expect a low-single digit percentage impact to our full year 2023 guidance as a result, which David will discuss in more detail in a moment.

Looking ahead, we remain focused on our three pillars of value creation, customer centricity, 365-day engagement and portfolio optimization.

In customer centricity, we're focused on delivering greater value to customers in the form of add-on services, actual data and insights, and a clear picture of the return on investment they receive from the marketing dollars they put to work across Emerald's platform.

This improves our stickiness with customers, incentivizes them to deploy more marketing dollars with Emerald and ultimately should help drive higher revenue for customer.

Our second pillar, the 365-day engagement is about providing multiple entry points to the customer engagement cycle through trade shows, conferences, webinars, media content and our e-commerce platform, which gives buyers and sellers a digital platform for year round selling.

Our third pillar is portfolio optimization, which includes both acquisitions and new event launches. Over time, we expect new event launches through our Emerald Accelerator units, such as NBA Con and Cocina Sabrosa, which I discussed, to contribute 1 percentage points to 2 percentage points of annual revenue growth.

On the acquisition side, we continue to evaluate a large pool of potential acquisitions with the ability to bring Emerald scale and operational efficiencies to shows within a highly fragmented industry. This includes some smaller near term opportunities in the active pipeline that we're working hard to get to the finish line.

To conclude, our 2023 results continue to track generally in line with our expectations despite some softness in parts of our content business.

We're especially excited to look ahead to 2024 and beyond, where we'll continue to demonstrate our free cash flow generation and compounding abilities as we grow attendance and revenues, expand margins and continue to realize the benefits of our recent investments into our technology and data systems that deliver greater and greater value to our customers every year that they return to our shows.

With that, let me turn the call over to David Doft, our CFO..

Thank you, Herve, and good morning. Starting with the top line. Our third quarter revenue was $72.5 million compared to $62.4 million in the prior year quarter. The increase was driven primarily by organic revenue growth and revenue from acquisitions.

Organic revenue, which takes into account the impact of acquisitions and scheduling adjustments was $68.5 million, an increase of $12.4 million or 22.1% versus the third quarter 2022.

This reflects the continued strength of our events business and is despite the decline in our content business, reflected in the other marketing services line in our disaggregated revenue. Year-to-date, our organic growth is 16.6%. As a reminder, the second and third quarters are seasonally slower following the busy Q1 trade show calendar.

Our acquisitions have slightly shifted the seasonality dynamics compared to our historical performance and have made Q4 our second largest quarter with Q1 remaining our largest.

During the third quarter, we received an additional $2.8 million of event cancellation insurance proceeds due to the settlement of our last remaining COVID-related insurance claim. Recall that last year, we also received a substantial payment from event cancellation proceeds in the third quarter.

And at this point, we have no remaining claims outstanding. Third quarter adjusted EBITDA, including these proceeds was $10.8 million or excluding the proceeds $8.0 million.

For the same quarter last year, adjusted EBITDA was $149.7 million or negative $1.3 million when excluding the $151 million of insurance proceeds received in the third quarter of 2022. Year-to-date adjusted EBITDA, excluding insurance proceeds is $59.1 million, an increase of 86% over the same period last year.

Third quarter free cash flow, excluding insurance proceeds, was $2.7 million compared to an outflow of $0.1 million in the prior year quarter. Turning to expenses.

Third quarter SG&A was $41.6 million versus $48.7 million in the prior year quarter, reflecting the efficacy of our cost efficiency efforts even as we have added businesses through acquisitions. Note that SG&A in the third quarter of 2022 included $7 million of insurance settlement related expenses.

Even so, we are pleased with the operating leverage we achieved in the quarter. As for the balance sheet, we had $200.3 million in cash as of September 30, 2023 for $204.7 million as of June 30, after funding the $8.6 million dividend on our convertible preferred stock.

Our total liquidity is $310.3 million, including full availability on our $110 million credit facility. We believe our balance sheet strength and cash flow generation support our ability to opportunistically invest in and grow our business.

We'll continue to balance capital allocation between acquisitions, investments in our own business, managing debt leverage and opportunistic share buybacks.

On that note, on Friday, our Board authorized the expansion of our share buyback program to $25 million versus the $3 million remaining on the previous authorization and the extension of the program to December 31, 2024.

As of September 30, we had net debt of $214 million leading to a net leverage ratio, as defined in our credit agreement, of 2.42 times our trailing 12-month consolidated EBITDA based on the definition of our credit agreement of $88.5 million.

As of July 1, the company now has the right quarter-by-quarter to choose to pay the quarterly dividend of our convertible preferred stock in cash or PIK. Prior to July 1, we were required to pay in kind.

As we noted before, announced on the second quarter earnings call, given the conversion price of the convertible preferred stock of $3.52 as compared to the current share price, the independent members of our Board approved management's decision to pay the September 30 payment in cash.

The total payment for the third quarter was $8.6 million, which means we avoided the issuance of 2.4 million shares on an as converted basis. This is an option we will carefully consider in our capital allocation analysis going forward.

Notably, for the fourth quarter, the independent directors on our Board have again authorized a convertible preferred dividend in December to be paid in cash, thereby minimizing dilution of our common shares.

With respect to our capital structure, an overview can be found on Slide 11 of our earnings presentation deck, factoring in 62.9 million of common shares outstanding at September 30, and an additional 139.9 million common shares represented by the convertible preferred shares as of September 30.

Our total share count on an as converted basis would be $202.8 million -- excuse me, 202.8 million. Based on Friday's closing price, this equates to a market cap of $1.1 billion on an as converted basis.

Adding in our net debt, estimated contingent consideration of $6.8 million on our balance sheet for prior acquisitions, and a deferred tax asset worth approximately $70 million. This leads to an enterprise value of approximately $1.2 billion.

In our full year guidance for 2023, as Herve discussed, we see modest risk to our original estimate largely based on some weakness in our content business, resulting from a pullback in customers' ad spend in the technology sector as well as deferral of a planned new event launch into 2024.

As a result, we now expect revenues for the full year to come in between $385 million and $395 million. Given the strength of our core trade show business, this guidance still reflects an increase of between 18% and 21% over last year.

We also now expect adjusted EBITDA in the range of $95 million to $100 million, reflecting continued strength and margin improvements in our overall business. Our adjusted EBITDA guidance represents an increase of between 67% and 76% over 2022 adjusted EBITDA, excluding insurance proceeds.

This guidance implies an adjusted EBITDA margin of approximately 25%, and we believe we have runway to improve this number as we work our way back to the 35% plus margins we saw prior to COVID. Thank you very much for your time. And with that, we'll now open the line for questions..

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions]. Our first question today is coming from Barton Crockett from Rosenblatt. Your line is now live..

Okay. Great. Thanks for taking the question. I was curious about one other thing you guys were talking about on guidance, which was free cash flow. I think you had been formally saying that you saw a $65 million or so of free cash flow excluding working capital benefits in 2023.

And I was just wondering, if there's any update about that with the guidance revision here..

Sure. Thanks, Barton. Our prior guidance was over $60 million prior to working capital. Now I think with the moderate risk on EBITDA, we're looking at something between $50 million and $60 million now for 2023..

Okay. And then, you've spoken to your expectation for double-digit growth in 2024. And obviously, we've had a little bit of a guidance hiccup here. But can you talk about what visibility you have into 2024? I know you talked about that as an advantage of this model.

But I was wondering if you could detail a little bit more what underlies your expectation for double-digit growth next year..

Given that, Barton, this is Herve, thanks for the question. Given the events are 85%-plus of the company, and we have the strong visibility into pacing, particularly strong visibility into Q1 and H1 events.

We are seeing that a very large number, and we're not going to get into the details of the brands, but a very large number of the brands have sold a majority of what they need to sell to meet our internal forecast for 2024 and that's where we're seeing continued double-digit increase year-on-year..

Okay. All right. That's encouraging. And then just on the advertising exposure here, which is something that we hadn't really thought much about with you guys. I know you said it's continued within the other revenue line, which I think was other marketing services, which was $30 million or so last year.

And could you detail a little bit more specifically what it is that, that revenue is derived from? And I know you said there were two things results of that and an event that was deferred into 2024. Given that, that line was only $30 million last year and the variance here is $15 million. It seems like that other event might be a notable portion.

So I was wondering if you could give us a little bit more detail around that as well..

Sure. So the event that got pushed out, it was a new launch that we were expecting in the low-single digit millions of revenue. So it's a smaller amount of the impact, which is why we're emphasizing more on the content side. The content business immediately, we had high hopes for improvement in that business in the year.

And so our budget and our forecast was for meaningfully more than that $30 million that you're talking about or $30 million range in the other marketing services line. Ultimately, as the year progressed, particularly in the technology sector, which took a pretty hard hit this year.

We were unable to get close to what our budget was and led to the change in our revenue forecast for the year..

Okay. All right. That’s helpful. Thank you very much..

Thank you..

Thank you. Next question today is coming from Allen Klee from Maxim Group. Your line is now live..

Hi, Allen..

Good morning. Just a definitional question. Your segments changed from commerce design, creative and tech and all other now, I think it's trade shows, other events, subscription software and services and other marketing services.

Could you tell us like what went into where?.

Just to be clear, our segments have not changed, though we are evolving them likely at year-end and there's some language in the 10-Q around that. You're looking at the disaggregated revenue section. We've disclosed that for a long time to give greater color on the source of our revenues by product we sell.

So trade show and other events, trade shows are pure trade shows, other events or conferences, and other smaller marketing type events that we hold for many of our brands.

The subscription software and services are subscription products largely in that is elastic, but also our subscription education products, which is a much smaller piece that we have. And then other marketing services is generally the media and content business.

But it's only the revenue disclosed, the full segment disclosure, including P&Ls have not changed from before..

Okay. Thank you.

For media content, are there any -- is there anything you could -- that you're trying to do proactively to improve the results there?.

Absolutely. And about a year ago, we've hired -- we've made some changes where we separated our content in our media business from our trade show business. So that was the first step of really creating a standalone media and content business.

We've hired leadership across a number of areas, someone to head up the entire unit, but also Editor in Chief and Head of Marketing and the Head of Sales, all those hires were done Q1, I believe, of this year.

And so our goal here is to be less reliant on advertising spend actually and to transform and to convert that business from an advertising driven model to more lead generating model. And we are just at the beginning of that transition, but we're optimistic that we'll continue to make progress.

I would like to also mention that if you look at the entire content and media business, while we have talked about the softness in the tech sector, there are many other sectors because our media properties or support the sectors that we operate trade shows in.

And the other sectors are meeting and our hitting the goals and that we have for that business. So it's really the -- largely the tech sector that is impacted. But things like the food sector and design and construction, which is a big one and so forth are on track..

Thank you.

In terms of lead generation offerings, do you think that could happen in 2024?.

I absolutely do. We just launched, for instance, a newsletter for small businesses that cross all of the different sectors. And in a very short amount of time, we've built a significant database with hundreds of thousands of people signing up for it, which allows us to really start building this business. So we -- it will take some time.

We don't see it -- we see the continued evolution of that business over the course of the next few years, but we will see some progress in '24 for sure..

Yeah, Allen.

One of the things that I think is important to keep in mind is, as Herve indicated, not only was there weakness in advertising budgets this year, and I think you're probably well-aware of that given what's going on with a lot of other players in the space, so ad agencies or other media companies that are exposed to the tech sector, but we're in the middle of substantial change in that unit.

And maybe it wasn't the ideal time side by side, but you got to do what you got to do for the business to set it up for the future. But we went through a change in the sales force by separating the sales teams from the events and into a more dedicated media and content unit.

We created a central newsroom so that all of our editors and reporters weren't operating independently, and we can get leverage. We began to leverage the consolidated database, as Herve indicated, by launching new products against it.

It's pretty stunning to us because it's not something Emerald had ever done before, but to stand up a new content product and within a few weeks, have almost 300,000 subscribers to that product that horizontally cuts across all of our sectors, as an example.

And there's massive opportunity then as we continue to refine the new approach to then monetize at a much higher level and in a much more consistent level with a bigger focus on leads.

And so while it's a disappointing year in the financial results of that business, it was actually a very successful year in the transformation of that business, and we're really excited about the prospects of what that could mean in 2024 and '25 and beyond..

Thank you.

Can you provide an update on your software business in terms of plans of expanding that to new verticals and how you're thinking about the that shifting to profitability over time?.

Absolutely. So the trends are similar to what we have shared in the past. We still see an average of $1 billion per month in gross merchandise value going through our platforms. We grew our customer base by 30% year-on-year. Our customer net revenue retention rate is at 110%.

So we're seeing some very strong metrics around retention, around acquisition of new customers.

And while we are not going to give the details of our expansion into other sectors, I will say that we have made some very good progress with the signing -- with recent signings, and others that are in the works to really penetrate new sectors from the ones that we're in today. But today is not the day to announce that..

Great. Thank you. And in your trade show business, I think last quarter, you talked about around -- being at around 80% of where you had been.

I'm just wondering, could you just give a comment on where you feel the attendance and the amount of exhibitors are and how you're thinking about pricing and the opportunity to -- what pricing has gone up and what the opportunity to potentially increase it in the future?.

So the numbers we gave last quarter were our expectations for the year, and so that hasn't changed generally on attendance and revenues versus the pre-pandemic period. So those numbers are consistent with our expectations. In the volatility on the guidance is related to the content side, not the event side.

So it doesn't change that progression that we spoke about before. We continue to see strong improvements in our overall yield. We're pushing kind of 9%, 10% increases year-over-year right now, in yield in 2023. We surely expect that to moderate a little bit as we go forward. But we have a very significant focus on pricing here.

We've talked before about creating a centralized and dedicated pricing function that brings science to pricing, that allows us to think about pricing to value and optimize overall yield.

And so when you think about optimizing overall yield, it becomes more of a function of where have we delivered more value to our customers, how do we price against that value so we get credit for it. Some areas may not have price increases, some areas may have prices go down.

But in aggregate, overall yield is going up because customers are doing business with us on the terms that they want to do business with us. They're buying the products and services and assigning value to those products and services and we could price against that value.

And so we've made some really strong strides, a little bit of catch-up, admittedly in '23, relative to what was being done before, but surely think that it's a mid-single-digit opportunity for us annually going forward in optimizing the yield that we get out of our products and services..

Thank you. I know that one of the comments that I was really impressed by during advertising week and the panel that Herve was on, which was shared by the participant in a trade show for kitchen and bath-type appliances was that the number of -- the size of the kitchen and bath events was greater than CES.

And I guess I didn't appreciate like what -- how valuable for industries, what you guys can do -- and so the whole -- and then I know I get e-mails almost every day from advertising week from attending it.

So -- if you could just -- my last question is kind of related to -- as you're pushing to try to be touching the customers every single -- all year round and get them more engaged. Could you talk a little about what you're actually doing to do that and the potential benefits from it? Thank you..

Sure. On the CX comment, I didn't make that comment. I think the person on stage might have -- I have not compared our performance to CES, but it was an interesting comment.

In terms of what we're doing on a 365-day year engagement, this goes back to one of our key growth pillars of 365-day engagement where what we have is this unique and incredible platform of events that we can leverage with people that are attending events, that are looking to discover new and sellers are looking to get more leads, and we take that.

And then the content business, as I mentioned, is evolving into more of a lead-generating engine for our customers where not only will they get leads at the events as we're now doing most of our large trade shows. But now they will also get them through the content business on a year-round basis. And then we can close the loop through the marketplace.

That gives us an incredible amount of data that compares what people are interested in, who they're seeing through the matchmaking, what their -- what leads they're getting both at the events, but also through the content business.

And then ultimately, what they're looking to buy, what they're looking to sell, as well as what's actually being bought and sold. And so as you continue to build this MRO platform, this richness of data will allow us to build more products and services on top.

And we've hired, as I think we announced in the last quarter or two, a Head of Product, to really help us think and design new products that sit on top of this customer data hub that will continue to add value to our clients.

So another one of the exciting developments that we’ve been building and investing in over the course of the last couple of years that will produce value to clients. And therefore, as David mentioned, our entire pricing strategy and philosophy is all around pricing for value. So as we deliver value to our customers, we want to recapture that value.

And that is, in essence, the basis of how we monetize the work that we’ve been doing..

That’s great. Thank you so much..

Thank you..

Thank you. Next question today is coming from Sami Kassab from BNP Paribas. Your line is now live..

Hi, Sami..

Thank you. Good morning, Herve. Good morning, David. Two questions, if I may, please. The first one, you talked about pricing to value. You talked about mid-single digit annual contribution from pricing.

If you take a midterm outlook, can we discuss how much volume growth you may add on top of the mid-single-digit pricing and how much contribution from new show launches you see in the growth characteristic of the company, please? And secondly, can you comment on labor cost inflation and how difficult it may be to recruit people and whether you see the pressure seen into next year? And perhaps whether profit margins may benefit from lower labor cost inflation in the U.S.

trade show industry? Thank you..

Yeah. Very good question. So let me try and take each one of the questions. So in terms of our growth and speaking in very general terms, we see our growth in the midterm to be roughly half and half coming from our volume growth and our yields and pricing growth. So that’s how we’re looking at the construct of our growth plan.

In terms of launches, we expect somewhere between 1% to 2% revenue growth – organic revenue growth from our launch activities.

And that those are from some of the launches that we’ve discussed today and others that you’ve heard about, we launched a number of events over the course of the last two years that will continue to provide us with 1% to 2% organic growth. And in terms of your very good question on cost of labor and recruiting.

The environment has definitely been much better of late than it has been in the past. And so we find it easier to recruit for a couple of reasons.

I think the market in general has improved, but also value proposition and where we’ve positioned Emerald in the industry makes it exciting for people to join and to help us achieve the goals and objectives that we have. So a combination of our value proposition and the market easing has certainly benefited us.

And as a result, we are going to see – probably going to see some easing of the cost of labor, particularly versus last year..

Fantastic. Many thanks, gentlemen..

Thank you, Sami..

Thank you. We have reached end of our questions and answers session. I'd like to turn the floor back over to management for your further or closing comments..

Very good. Well, thank you all for joining. And in conclusion, we remain maniacally focused on the three pillars of our growth strategy through value creation. So those are customer centricity, 365-day engagement and portfolio optimization.

We continue to see strong performance resulting in year-to-date revenue growth of 21% year-over-year and adjusted EBITDA increase of over 85% versus prior year.

And looking forward, our – as I mentioned, our 2024 sales pacing data gives us a great deal of confidence in our ability to deliver double-digit top line growth into next year, with strong operating leverage.

I would like to take this opportunity to thank all of the incredible people at Emerald who are doing such amazing work to help us continue to evolve our platform and our business and grow our business. And with that, I thank you all very much for joining our call this morning. Good-bye..

Thank you. That does conclude today's teleconference. You may disconnect your lines at this time, and have a wonderful day. We thank you for your participation today..