EEX Emerald Holding Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 07, 2024

 

 

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-38076	42-1775077
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 Broadway, 14th Floor
New York, New York				10005
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 226-5700

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		EEX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On May 7, 2024, Emerald Holding, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the first quarter ended March 31, 2024. Copies of the press release and presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, attached hereto and incorporated by reference herein. The Company will also make the financial results presentation available on its website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

Exhibit No.	Description
99.1 99.2 104	Press Release of the Company, dated May 7, 2024. First Quarter 2024 Financial Results Presentation. Cover Page Interactive Data File (embedded within the inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EMERALD HOLDING, INC.
Date:	May 7, 2024	By:	/s/ David Doft
			David Doft Chief Financial Officer

 

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Exhibit 99.1

 

Emerald Reports First Quarter 2024 Financial Results

 

Revenue Growth of 9.1% Year-over-Year

Reaffirms FY 2024 Guidance

 

 

NEW YORK, N.Y. – May 7, 2024 – Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”), America’s largest producer of trade shows and their associated conferences, content and commerce, today reported financial results for the first quarter ended March 31, 2024.

 

Financial Highlights

 

Operational Highlights

 

Hervé Sedky, Emerald’s President and Chief Executive Officer, said, “2024 is off to a strong start, driven by our unwavering commitment to customer centricity and year-round engagement. This focus has not only fueled early re-bookings into 2025 but has also provided us with excellent forward visibility into our revenue trajectory. In the seasonally-significant first quarter alone, we hosted successful shows with record attendance in some of our strongest categories, including KBIS, Prosper, and the International Pizza Expo. After completion of the first quarter and with the visibility we have into the remainder of the year, we believe the company is on track to deliver on our growth and profitability targets for the year of between $415 million and $425 million of revenue and between $110 million and $115 million of Adjusted EBITDA. As we move forward, our steadfast focus remains on delivering consistent growth and building on the value of our irreplaceable portfolio of in-person B2B events, as well as our content and commerce business. Together, we plan to continue to maximize value for our customers and shareholders, driving towards a future where our events are not just moments in time but transformative experiences that leave a lasting impact."

David Doft, Emerald’s Chief Financial Officer, added, “We delivered another quarter of solid organic revenue growth, supported by strong trends in exhibitor counts and pricing. Our customers rely on Emerald’s events to generate new leads and transact in high volumes, leading them to view our shows as an investment rather than an expense. As we grow our revenues, we expect to better leverage our operating cost base to drive even greater profitability and free cash flow generation. Additionally, last week marked a significant milestone for us as we completed the conversion of our outstanding convertible preferred stock into common stock. This milestone not only simplifies our capital structure but also positions Emerald as an even more attractive investment opportunity as all shareholders can now share equally in the free cash generation of the business.”

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First Quarter 2024 Financial Performance and Highlights

 

		Three Months Ended March 31,
		2024				2023				Change				% Change
		(unaudited, dollars in millions, except percentages and per share data)
Revenues		$	133.4			$	122.3			$	11.1				9.1	%
Net income		$	11.0			$	7.1			$	3.9				54.9	%
Net cash provided by   operating activities		$	7.3			$	8.9			$	(1.6	)			(18.0	%)
Diluted income (loss) per share		$	0.00			$	(0.04	)		$	0.04			NM
Non-GAAP measures:
Adjusted EBITDA		$	40.8			$	36.5			$	4.3				11.8	%
Adjusted EBITDA excluding event cancellation insurance proceeds		$	39.8			$	36.5			$	3.3				9.0	%
Free Cash Flow		$	4.8			$	5.2			$	(0.4	)			(7.7	%)
Free cash flow excluding event cancellation insurance proceeds, net		$	3.8			$	5.2			$	(1.4	)			(26.9	%)

 

 

For a discussion of the Company’s presentation of Organic revenues and Adjusted EBITDA, which are non-GAAP measures, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 1 for a reconciliation of Organic revenues to revenues (discussed in the first paragraph of this section), the most directly comparable GAAP measure, and refer to Schedule 3 for a reconciliation of Adjusted EBITDA to net income (discussed in the second paragraph of this section), the most directly comparable GAAP measure.

Cash Flow

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For a review of the Company’s presentation of Free Cash Flow, which is a non-GAAP measure, see below under the heading “Non-GAAP Financial Information.” Refer to Schedule 4 for a reconciliation of Free Cash Flow to net cash provided by operating activities (discussed in the first paragraph of this section), the most directly comparable GAAP measure.

 

Conference Call Webcast Details

As previously announced, the Company’s leadership will hold a conference call to discuss its first quarter 2024 results at 8:30 am EDT on Tuesday, May 7, 2024.

The conference call can be accessed by dialing 1-800-717-1738 (domestic) or 1-646-307-1865 (international). A telephonic replay will be available approximately two hours after the call by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 11155815. The replay will be available until 11:59 pm (Eastern Time) on May 14, 2024.

 

Interested investors and other parties can access the webcast of the live conference call by visiting the Investors section of Emerald’s website at http://investor.emeraldx.com. An online replay will be available on the same website immediately following the call.

 

About Emerald

Emerald’s talented and experienced team grows our customers’ businesses 365 days a year through connections, content, and commerce. We expand connections that drive new business opportunities, product discovery, and relationships with over 140 annual events, matchmaking, and lead-gen services. We create content to ensure that our customers are on the cutting edge of their industries and are continually developing their skills. And we power commerce through efficient year-round buying and selling. We do all this by seamlessly integrating in-person and digital platforms and channels. Emerald is immersed in the industries we serve and committed to supporting the communities in which we operate. As true partners, we create experiences that inspire, amaze, and deliver breakthrough results. For more: http://www.emeraldx.com/.

 

Non-GAAP Financial Information

This press release presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included in the schedules attached hereto.

 

Organic Revenue

We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii) discontinued events and (iii) material show scheduling adjustments. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe provide a fair comparison of the trends underlying our existing event portfolio given changes in timing or strategy. Management and Emerald’s board of directors evaluate changes in Organic revenue to evaluate our historical and prospective financial performance and understand underlying revenue trends of our events.

 

Adjusted EBITDA

We use Adjusted EBITDA because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and Emerald’s board of directors use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Adjusted EBITDA should not be considered as an alternative to net income as a measure of financial performance or to cash flows from operations as a liquidity measure.

 

We define Adjusted EBITDA as net income before (i) interest expense, net, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) goodwill and other intangible asset impairment charges and (vi) other items that management believes are not part of our core operations.

 

We have also presented Adjusted EBITDA excluding event cancellation insurance proceeds in order to illustrate the amount of Adjusted EBITDA from continuing operations.

 

Note: Schedule 3 provides reconciliations for 2024 and 2023 Adjusted EBITDA to net income, however, it is not possible, without unreasonable efforts, to estimate the impacts of show scheduling adjustments, acquisitions and the amount and timing of receipt of event cancellation insurance proceeds and certain other special items that may occur in 2024 as these items are inherently uncertain and

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difficult to predict. As a result, the Company is unable to quantify certain amounts that would be included in a reconciliation of 2024 projected Adjusted EBITDA to projected net income without unreasonable efforts and has not provided reconciliations for these forward-looking non-GAAP financial measures.

 

Free Cash Flow

We present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used to maintain and grow our business, for the repayment of indebtedness, payment of dividends and to fund strategic opportunities. Free Cash Flow is a supplemental non-GAAP measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measures determined in accordance with GAAP.

 

We have also presented Free Cash Flow excluding event cancellation insurance proceeds, net in order to illustrate the amount of Free Cash Flow from continuing operations.

 

Other companies may compute these measures differently. No non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.

 

Cautionary Statement Concerning Forward-Looking Statements

This press release contains and our earnings call will contain certain forward-looking statements, including, but not limited to, our ability to return our business to pre-COVID levels; our guidance with respect to estimated revenues and Adjusted EBITDA; our ability or inability to obtain insurance coverage relating to event cancellations or interruptions; and our ability to successfully identify and acquire acquisition targets; our expectations arising from the ongoing impact of COVID-19 on our business; and how we integrate and grow acquired businesses. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Contact

Emerald Holding, Inc.

Investor Relations

investor.relations@emeraldx.com

1-866-339-4688 (866EEXINVT)

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Emerald Holding, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(unaudited, dollars in millions, share data in thousands, except loss per share data)

		Three Months Ended March 31, 2024				Three Months Ended March 31, 2023
Revenues		$	133.4			$	122.3
Other income, net			1.0				—
Cost of revenues			47.5				43.2
Selling, general and administrative expense			55.5				48.8
Depreciation and amortization expense			7.1				13.5
Operating income			24.3				16.8
Interest expense			12.1				8.0
Interest income			2.3				1.1
Other expense			—				0.1
Income before income taxes			14.5				9.8
Provision for income taxes			3.5				2.7
Net income and comprehensive income attributable to Emerald Holding, Inc.		$	11.0			$	7.1
Accretion to redemption value of redeemable convertible preferred stock			(10.7	)			(10.1	)
Participation rights on if-converted basis			(0.2	)			—
Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders		$	0.1			$	(3.0	)
Basic income (loss) per share			0.00				(0.04	)
Diluted income (loss) per share			0.00				(0.04	)
Basic weighted average common shares outstanding			63,039				67,280
Diluted weighted average common shares outstanding			65,205				67,280

 

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Emerald Holding, Inc.

Condensed Consolidated Balance Sheets

(dollars in millions, share data in thousands, except par value)

		March 31, 2024				December 31, 2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	186.8			$	204.2
Trade and other receivables, net of allowances of $1.5 million and $1.4 million, as of March 31, 2024 and December 31, 2023, respectively			123.1				85.2
Prepaid expenses and other current assets			16.5				21.5
Total current assets			326.4				310.9
Noncurrent assets
Property and equipment, net			1.6				1.5
Intangible assets, net			175.0				175.1
Goodwill, net			565.7				553.9
Right-of-use assets			8.3				8.8
Other noncurrent assets			3.4				3.7
Total assets		$	1,080.4			$	1,053.9
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities
Accounts payable and other current liabilities		$	61.1			$	46.6
Income taxes payable			1.9				0.2
Cancelled event liabilities			0.8				0.6
Deferred revenues			175.3				174.3
Contingent consideration			0.1				0.2
Right-of-use liabilities, current portion			4.0				4.0
Term loan, current portion			4.2				4.2
Total current liabilities			247.4				230.1
Noncurrent liabilities
Term loan, net of discount and deferred financing fees			398.7				398.7
Deferred tax liabilities, net			5.5				3.1
Right-of-use liabilities, noncurrent portion			8.0				8.9
Other noncurrent liabilities			12.3				8.5
Total liabilities			671.9				649.3
Commitments and contingencies
Redeemable convertible preferred stock
7% Series A Redeemable Convertible Participating Preferred Stock,    $0.01 par value; authorized shares at March 31, 2024 and December 31,    2023: 80,000; 71,403 shares issued and outstanding; aggregate liquidation    preference of $492.6 million at March 31, 2024 and December 31, 2023			499.2				497.1
Stockholders’ deficit
Common stock, $0.01 par value; authorized shares at March 31, 2024    and December 31, 2023: 800,000; 63,053 and 62,915 shares    issued and outstanding at March 31, 2024 and December 31, 2023, respectively			0.6				0.6
Additional paid-in capital			550.0				559.2
Accumulated deficit			(641.3	)			(652.3	)
Total stockholders’ deficit			(90.7	)			(92.5	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit		$	1,080.4			$	1,053.9

 

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Schedule 1

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REVENUES TO ORGANIC REVENUES

		Three Months Ended March 31,								Change
Consolidated		2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	133.4			$	122.3			$	11.1				9.1	%
Deduct:
Acquisition revenues			(2.8	)			—
Discontinued events			—				(3.1	)
Scheduling adjustments(1)			(2.0	)			(4.1	)
Organic revenues		$	128.6			$	115.1			$	13.5				11.7	%

 

		Three Months Ended March 31,								Change
Connections		2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	123.4			$	112.2			$	11.2				10.0	%
Deduct:
Acquisition revenues			(2.8	)			—
Discontinued events			—				(3.1	)
Scheduling adjustments(1)			(2.0	)			(4.1	)
Organic revenues		$	118.6			$	105.0			$	13.6				13.0	%

 

		Three Months Ended March 31,								Change
All Other		2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	10.0			$	10.1			$	(0.1	)			(1.0	%)
Deduct:
Acquisition revenues			—				—
Discontinued events			—				—
Scheduling adjustments			—				—
Organic revenues		$	10.0			$	10.1			$	(0.1	)			(1.0	%)

Notes:

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Schedule 2

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REVENUES TO DISAGGREGATED REVENUES

		Three Months Ended March 31,
		2024				2023
		(dollars in millions) (unaudited)
Connections		$	123.4			$	112.2
Content			4.7				5.5
Commerce			5.3				4.6
Total Revenues		$	133.4			$	122.3

 

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Schedule 3

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

		Three Months Ended March 31,
		2024				2023
		(dollars in millions) (unaudited)
Net income		$	11.0			$	7.1
Add:
Interest expense, net			9.8				6.9
Provision for income taxes			3.5				2.7
Depreciation and amortization			7.1				13.5
Stock-based compensation			2.5				2.1
Other items(1)			6.9				4.2
Adjusted EBITDA		$	40.8			$	36.5
Deduct:
Event cancellation insurance proceeds			1.0				—
Adjusted EBITDA excluding event cancellation insurance proceeds		$	39.8			$	36.5

Notes:

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Schedule 4

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

		Three Months Ended March 31,
		2024				2023
		(dollars in millions) (unaudited)
Net Cash Provided by Operating Activities		$	7.3			$	8.9
Less:
Capital expenditures			2.5				3.7
Free Cash Flow		$	4.8			$	5.2
Event cancellation insurance proceeds			(1.0	)			—
Free cash flow excluding event cancellation insurance proceeds, net		$	3.8			$	5.2

 

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Schedule 5

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REPORTABLE SEGMENTS RESULTS TO INCOME BEFORE TAXES

		Three Months Ended March 31,
		2024				2023
		(dollars in millions) (unaudited)
Revenues
Connections		$	123.4			$	112.2
All Other			10.0				10.1
Total revenues		$	133.4			$	122.3
Other income, net
Connections		$	1.0			$	—
All Other			—				—
Total other income, net		$	1.0			$	—
Adjusted EBITDA
Connections		$	56.1			$	49.4
All Other			0.2				(0.3	)
Adjusted EBITDA (excluding General corporate expenses)		$	56.3			$	49.1
General corporate expenses			(15.5	)			(12.6	)
Interest expense, net			(9.8	)			(6.9	)
Depreciation and amortization expense			(7.1	)			(13.5	)
Stock-based compensation expense			(2.5	)			(2.1	)
Other items			(6.9	)			(4.2	)
Income before taxes		$	14.5			$	9.8

 

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Emerald Holding, Inc. First Quarter 2024 May 7, 2024 Exhibit 99.2

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Notes Forward-Looking Statements The information provided in this presentation is for general informational purposes only. This document contains certain forward-looking statements regarding Emerald Holding, Inc. and its subsidiaries (the “Company”), including, without limitation, the Company’s ability to continue staging live events and scale its business beyond pre-COVID levels; expectations regarding interest rates and economic conditions and the Company’s 2024 financial guidance expectations. These statements are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties outside of the Company’s control that may cause actual results, performance, or achievements, to differ materially and there can be no assurance that the projected results and forward-looking statements in this presentation will prove to be accurate. Forward looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believes, “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. In particular, statements regarding the post-pandemic recovery for live events, expected free cash flow generation, and the multiple avenues to return to organic growth are each forward-looking statements among others. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed annual report on Form 10-K. The Company disclaims any obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise. Past results are not indicative of future performance.

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Participants Hervé Sedky President and Chief Executive Officer David Doft Chief Financial Officer

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Key Q1 2024 Takeaways Continued year-over-year growth supported by positive trends in exhibitor and attendee counts, square footage, and pricing. Strong re-booking trends provide forward visibility and support reiterated outlook of $415 to 425 million in Revenue and $110 to 115 million in Adjusted EBITDA in FY 2024 Target to expand Adj. EBITDA margins from ~27% implied in 2024 guidance to historical levels over time Subsequent to quarter-end, completed the conversion of all outstanding preferred shares to common stock, resulting in a simpler capital structure Emerald continues to launch and acquire new products and services that are complementary to its core business to better support customers year-round Diversified portfolio across multiple sectors with countercyclical benefits Continue to generate positive free cash flow, supported by low-CAPEX requirements and working capital dynamics of events business where cash is collected in advance of an event staging

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Revolutionizing the Trade Show ModelIntegrating technology and first party data to create a next-generation B2B platform Collection of leading B2B trade shows and conferences that bring together industry-specific communities Revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees Emerald’s Core Services B2B websites and publications that provide industry specific business news and information across 20 sectors Revenue primarily consists of advertising sales for industry publications and digital products SaaS software enables year-round B2B buying and selling which averages $1 billion per month of wholesale gross transaction volume Revenue consists of subscription revenue, implementation fees and professional services Connections (89% of FY 2023 Revenue) Content Commerce

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Enduring Value of Trade Shows (1) Source: Freeman, New Freeman Research Shows an Accelerated Return to In-Person Events. (2) Source: TSL, 2023 150+ Trade Show Stats That Reveal All. (3) Source: CEIR, Omnichannel Marketing Insights Report 1. (4) Source: Gartner, What Marketing Budgets Look Like in 2022. (5) Source: PwC, Global Entertainment & Media Outlook 2022-2026. In-person trade shows and events continue to be an integral part of businesses’ marketing budgets and among the highest ROI Generate leads and sales Introduce new products Build brands Strengthen relationships Educate the market Service customers Fulfill procurement needs Source new suppliers Reconnect with existing suppliers Identify trends Learn about new products / services Network with industry peers Value to Exhibitors Value to Attendees 85% of respondents say in-person events are irreplaceable because of their ability to drive commerce and networking that creates partnerships and innovation(1) 5:1 ROI for 14% of Fortune 500 companies from their trade show exhibitions(2) 40% of businesses say B2B exhibitions provide the highest value for their marketing objectives(3) 18% of Chief Marketing Officers cite customer acquisition, retention and engagement as their #1 priority in 2022, up from 10% in 2021(4) 17.6% 2021-2026 CAGR projected for B2B trade show market size(5)

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Three Pillars of Value CreationEmerald’s focus is on maximizing value of operations and expanding offerings Action the holistic consolidated customer database 3-year brand operating plans across portfolio Value-based pricing structure Rigorous, perpetual brand reviews Improved customer retention Higher revenue per customer Focused investment in evolving brands Optimized event success and customer ROI Customer Centricity Emerald Xcelerator Targeted accretive M&A Partnership opportunities New event and content launches in growth categories Platform acquisitions in new growth categories Tuck-in acquisitions in existing strategic categories Portfolio Optimization Daily content and insights across 20 industries Scaled B2B marketplace Increased cadence of online offerings New revenue streams Powerful first-party data Improved cross selling efforts 365-Day Engagement

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Acquisitions and New Event Launches Driving Portfolio OptimizationStrategic expansion into high growth industries and categories Select New Event Launches from Xcelerator New Event Launches Expected to Contribute 1-2 Percentage Points of Organic Revenue Growth per Year Educational platform that bridges business and Web3 innovation Will host second iteration at Retail Innovation Conference and Expo (RICE) with a focus on retail sector applications Returned June 2023 B2B event dedicated to the Latin food and beverage sector Strengthens Emerald’s portfolio of leading food & beverage brands Launched in Sept. 2023 Social 3rd Party Digital Recent Acquisitions Leading B2B media company in the cannabis industry with portfolio of media brands + widely attended annual expo B2B e-commerce SaaS platform Premier global B2B event and thought leadership platform with a global presence Leading product database and integrator service provider for commercial AV Leading national trade show focused on educational spaces and equipment Subscription-based photography business education and e-learning service + conference Wholesale online marketplace platform to be combined with Emerald’s iconic NY NOW brand Producer of Overland Expo adventure travel shows Launched in May 2022 New business unit dedicated to launching dynamic brands in emerging and high-growth markets Focused on new brands with an expected run rate of 4 – 6 shows per year Producer of hosted buyer events serving the hospitality, senior living and casino industries via the BITAC series of events. Launched in Sept. 2023 Trade show centered on commercial integration channel service providers across fast-growing verticals. Co-located with Emerald’s popular CEDIA Expo

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9 Adj. EBITDA(1) Free Cash Flow(2) Net Income Diluted Income (Loss) Per Share ($ in Millions) ($ in Millions) Excludes insurance proceeds (1) See slide 13 of this presentation for a reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. (2) The calculation of first quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.3 million, acquisition integration, restructuring-related transition costs of $4.8 million, and non-recurring legal, audit and consulting fees of $0.3 million. The calculation of first quarter 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, includes acquisition related transaction costs of $0.7 million, integration-related transition costs of $1.7 million, and non-recurring legal and consulting fees of $1.8 million. The total of these items is $5.4 million and $4.2 million for the quarters ended March 31, 2024 and 2023, respectively. (3) Consolidated trailing twelve month EBITDA as of December 31, 2023 as defined in Amended and Restated Senior Secured Credit Facilities. Debt includes outstanding gross balance of term loan. Earnings Results Revenues of $133.4 million Diluted income per share of $0.00 Net income of $11.0 million Adjusted EBITDA excluding insurance proceeds of $39.8 million(1) Free cash flow excluding insurance proceeds of $3.8 million(2) Highlights and Developments Acquired Hotel Interactive, producer of hosted buyer events serving the hospitality, senior living and casino industries. Subsequent to quarter-end, completed the conversion of all outstanding preferred shares to common stock, resulting in a simpler capital structure Q1 free cash flow reflects impact of one-time items related to acquisition integration and restructuring Balance Sheet(as of 3/31/2024) $186.8 million of cash and cash equivalents and full availability on $110 million revolver. Net debt of $225.4 million, including $412.2 million outstanding term loan balance Net debt / EBITDA(3) of 2.2x as of March 31st As of May 2nd, approximately 203.8 million common shares outstanding following preferred conversion Emerald experienced year over year growth in revenue and Adjusted EBITDA across all categories ($ in Millions) Excludes insurance proceeds Q1 2024 Financial Highlights and Current Liquidity Position ($0.78)

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10 ($ in Millions) Revenue and Adjusted EBITDA by Segment Quarterly Connections $4.4 $66.1 $30.5 $88.6 $60.8 $51.3 $81.9 $112.2 $75.6 $62.1 $90.3 $123.4 All Other $10.6 $10.4 $10.6 $9.9 $10.7 $11.0 $11.7 $10.1 $10.8 $10.5 $11.2 $10.0 Total $15.0 $76.5 $41.1 $98.5 $71.5 $62.3 $93.6 $122.3 $86.4 $72.6 $101.5 $133.4 Connections $106.7 $282.6 $340.2 All Other $38.8 $43.3 $42.6 Total $145.5 $325.9 $382.8 Annual Connections ($6.3) $18.2 $61.4 $61.0 $27.3 $14.4 $30.3 $49.4 $25.1 $22.6 $39.7 $56.1 All Other $3.0 $1.9 $0.7 ($0.3) $0.7 ($0.3) $0.1 ($0.3) $1.0 $1.3 $1.6 $0.2 Corporate ($10.3) ($10.7) ($11.1) ($11.4) ($12.4) ($13.0) ($5.4) ($12.5) ($11.5) ($13.1) ($5.5) ($15.5) Adj. EBITDA ($13.6) $9.4 $51.0 $49.3 $15.6 $1.1 $25.0 $36.5 $14.6 $10.8 $35.8 $40.8 Less: Insurance Proceeds $2.3 $1.2 $59.7 $23.7 $8.1 $2.4 -- -- -- $2.8 -- $1.0 Adj. EBITDA ex-Insurance ($15.9) $8.2 ($8.7) $25.6 $7.5 ($1.3) $25.0 $36.5 $14.6 $8.0 $35.8 $39.8 Revenue Adjusted EBITDA Connections $80.0 $133.0 $136.8 All Other $6.3 $0.2 $3.6 Corporate ($42.1) ($42.2) ($42.6) Adj. EBITDA $44.1 $91.0 $97.8 Less: Insurance Proceeds $77.4 $34.2 $2.8 Adj. EBITDA ex-Insurance ($33.3) $56.8 $95.0 Adjusted EBITDA Revenue

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11 2024 Guidance Signals Continued Growth and Margin Expansion Revenue ($ in Millions) Adjusted EBITDA ex-Insurance(1) ($ in Millions) $415 to $425 Guidance On average, revenue per event is progressing toward normalized levels Guidance implies ~27% Adj. EBITDA margins, with room for continued improvement to pre-COVID margins over time 2024 Guidance FY 2024 Revenue expected in the range of $415 to 425 million FY 2024 Adjusted EBITDA(1) expected in the range of $110 to 115 million (1) See slide 13 of this presentation for a reconciliation of Net (Loss) Income to Adjusted EBITDA and Adjusted EBITDA excluding event cancellation insurance proceeds. $110 to $115 Guidance

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Appendix

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Adjusted EBITDA UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA Other items for the three months ended March 31, 2024 included: (i) $0.3 million in acquisition-related transaction costs; (ii) $4.8 million in acquisition integration and restructuring-related transition costs, including one-time severance expense of $3.0 million; (iii) $0.3 million in non-recurring legal, audit and consulting fees and (iv) $1.5 million in expense related to the remeasurement of contingent consideration. Other items for the three months ended March 31, 2023 included: (i) $0.7 million in acquisition-related transaction costs, (ii) $1.7 million in transition expenses and (iii) $1.8 million in non-recurring legal, audit and consulting fees.     Three Months EndedMarch 31,       2024     2023       (dollars in millions) (unaudited)   Net income   $ 11.0     $ 7.1   Add (deduct):             Interest expense, net     9.8       6.9   Provision for income taxes     3.5       2.7   Depreciation and amortization     7.1       13.5   Stock-based compensation     2.5       2.1   Other items(1)     6.9       4.2   Adjusted EBITDA   $ 40.8     $ 36.5   Deduct:             Event cancellation insurance proceeds     1.0       —   Adjusted EBITDA excluding event cancellation insurance proceeds   $ 39.8     $ 36.5  

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Free Cash Flow UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW     Three Months EndedMarch 31,       2024     2023       (dollars in millions)(unaudited)   Net Cash Provided by Operating Activities   $ 7.3     $ 8.9   Less:             Capital expenditures     2.5       3.7   Free Cash Flow   $ 4.8     $ 5.2   Event cancellation insurance proceeds     (1.0 )     —   Free cash flow excluding event cancellation insurance proceeds, net   $ 3.8     $ 5.2  

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Income Statement – Consolidated Emerald UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME FY 2022 FY 2023 FY 2024   Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 (dollars in millions) (unaudited) Consolidated                                                                     Revenue $ 98.5 $ 71.5 $ 62.3 $ 93.6 $ 325.9 $ 122.3 $ 86.4 $ 72.6 $ 101.5 $ 382.8 $ 133.4 Other income, net     23.7     8.1     151.0     --     182.8     --     --     2.8     --     2.8     1.0   Cost of revenue 34.3 26.4 22.7 33.1 116.5 43.2 32.7 25.9 35.8 137.6 47.5 Selling, general and administrative expenses     46.7     32.3     48.6     17.4     145.0     48.7     41.8     41.6     36.2     168.3     55.5   Depreciation and amortization expense 14.3 13.9 14.8 16.5 59.5 13.5 12.9 8.8 9.8 45.0 7.1 Goodwill impairments     6.3     --     --     --     6.3     --     --     --     --     --     --   Intangible asset impairments 1.6 -- -- -- 1.6 -- -- -- -- -- -- Operating (loss) income   $ 19.0   $ 7.0   $ 127.2   $ 26.6   $ 179.8   $ 16.9   $ (1.0)   $ (0.9)   $ 19.7   $ 34.7   $ 24.3  

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Income Statement – Connections Reportable Segment UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – CONNECTIONS REPORTABLE SEGMENT FY 2022 FY 2023 FY 2024   Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 (dollars in millions) (unaudited) Consolidated                                                                     Revenue $ 88.6 $ 60.8 $ 51.3 $ 81.9 $ 282.6 $ 112.2 $ 75.6 $ 62.1 $ 90.3 $ 340.2 $ 123.4 Other income, net     23.7     8.1     2.4     --     34.2     --     --     2.8     --     2.8      1.0   Cost of revenue 32.2 24.1 20.3 30.3 106.9 40.9 30.3 23.8 33.0 128.0 45.3 Selling, general and administrative expenses     19.4     17.5     18.9     21.4     77.2     22.0     20.4     19.4     17.6     79.4      22.4   Depreciation and amortization expense 12.8 12.4 12.9 12.6 50.7 11.5 10.6 6.4 6.3 34.8 4.5 Goodwill impairments     6.0     --     --     --     6.0     --     --     --     --     --      --   Intangible asset impairments 1.6 -- -- -- 1.6 -- -- -- -- -- -- Operating (loss) income   $ 40.3   $ 14.9   $ 1.6   $ 17.6   $ 74.4   $ 37.8   $ 14.3   $ 15.3   $ 33.4   $ 100.8   $ 52.2  

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Income Statement – All Other Category UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – ALL OTHER CATEGORY FY 2022 FY 2023 FY 2024   Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 (dollars in millions) (unaudited) Consolidated                                                                     Revenue $ 9.9 $ 10.7 $ 11.0 $ 11.7 $ 43.3 $ 10.1 $ 10.8 $ 10.5 $ 11.2 $ 42.6 $ 10.0 Other income, net     --     --     --     --     --     --     --     --     --     --     --    Cost of revenue 2.1 2.3 2.4 2.8 9.6 2.3 2.4 2.1 2.8 9.6 2.2 Selling, general and administrative expenses     8.3     8.0     9.1     8.8     34.2     8.1     7.4     7.1     6.8     29.4      7.6   Depreciation and amortization expense 0.9 0.9 1.1 1.4 4.3 1.3 1.6 1.6 2.7 7.2 1.8 Goodwill impairments     0.3     --     --     --     0.3     --     --     --     --      --      --   Operating (loss) income $ (1.7) $ (0.5) $ (1.6) $ (1.3) $ (5.1) $ (1.6) $ (0.6) $ (0.3) $ (1.1) $ (3.6) $ (1.6)

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Income Statement – Corporate-Level Activities UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – CORPORATE-LEVEL ACTIVITIES FY 2022 FY 2023 FY 2024   Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Q1 (dollars in millions) (unaudited) Consolidated                                                                     Other income, net $ -- $ -- $ 148.6 $ -- $ 148.6 $ -- $ -- $ -- $ -- $ -- $ -- Selling, general and administrative expenses     19.0     6.8     20.6     (12.8)     33.6     18.6     14.0     15.1     11.8     59.5      25.5   Depreciation and amortization expense 0.6 0.6 0.8 2.5 4.5 0.7 0.7 0.8 0.8 3.0 0.8 Operating (loss) income   $ (19.6)   $ (7.4)   $ 127.2   $ 10.3   $ 110.5   $ (19.3)   $ (14.7)   $ (15.9)   $ (12.6)   $ (62.5)   $ (26.3)  

v3.24.1.u1

Document And Entity Information	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity Registrant Name	Emerald Holding, Inc.
Entity Central Index Key	0001579214
Entity Emerging Growth Company	false
Entity File Number	001-38076
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1775077
Entity Address, Address Line One	100 Broadway, 14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	(949)
Local Phone Number	226-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EEX
Security Exchange Name	NYSE

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