Emerald Reports Second Quarter 2023 Financial Results

Revenue Growth of 21% Year-over-Year

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 second quarter ended June 30, 2023.

Financial Highlights

• Revenues of $86.5 million for the second quarter 2023, an increase of $15.1 million, or 21.1% over Q2 2022, primarily due to growth in events that staged in both Q2 2023 and Q2 2022
  • Organic Revenues, a non-GAAP measure, which takes into account the impact of acquisitions and scheduling adjustments, of $79.2 million for the second quarter 2023, an increase of $7.9 million, or 11.1%, from $71.3 million for the second quarter 2022 (Refer to Schedule 1 for a reconciliation to revenues, the most directly comparable GAAP measure)
• Net loss of $8.1 million for the second quarter 2023, compared to net loss of $0.7 million for the second quarter 2022
• Adjusted EBITDA, a non-GAAP measure, of $14.6 million for the second quarter of 2023, compared to $15.6 million for the second quarter 2022; Adjusted EBITDA excluding insurance proceeds, a non-GAAP measure, of $14.6 million for the second quarter 2023, compared to $7.5 million for the second quarter 2022 (Refer to Schedule 3 for a reconciliation to net (loss) income, the most directly comparable GAAP measure)
• Extended the maturity date on the Company's Term Loan from May 22, 2024 to May 22, 2026
• Ended the quarter with $204.7 million in cash and full availability of its $110.0 million revolving credit facility
• For the full year 2023, the Company continues to expect to generate in excess of $400 million of revenue and $100 million of Adjusted EBITDA

Operational Highlights

• Post-COVID recovery cycle driving continued growth in exhibitor and attendee counts
• Announced new partnership for a series of global fan events with the National Basketball Association, with the first NBA Con event staged in July 2023 in Las Vegas.

Hervé Sedky, Emerald's President and Chief Executive Officer, said, "The strong recovery in live events is continuing to drive double-digit growth at Emerald, with highly positive trends in both attendees and pricing. The work we've done to drive scale and efficiency by centralizing key functions and investing in our technological capabilities has made Emerald a powerful platform for both internal and external growth. By leveraging the investments we've already made, we expect to continue to drive both substantial revenue growth as well as meaningful margin improvement in this year and next. Our recent expansion into consumer live events, including NBA Con and the popular Overland Expo series, is helping to unlock new audiences for Emerald that will complement our core B2B portfolio. In addition, our investment into value-add products like our Elastic e-commerce software suite is driving ever greater value for our customers, which we expect to become a meaningful contributor to our strong cash flow generation over time."

David Doft, Emerald's Chief Financial Officer, added, "Our outlook this year implies a more than 20% year-over-year increase in revenue and a 76% year-over-year increase in Adjusted EBITDA, reflecting both the strength of the recovery and our significant operating leverage. As we continue to closely monitor the current economic environment, we are pre-booking shows into the third quarter of 2024, giving us visibility into future revenues and confidence in the continued positive trends in attendance and pricing. In addition to the organic growth benefits, our investments into technology and centralizing key functions also contribute to our advantage in the M&A market, where the scale and operational efficiencies of Emerald's platform make us a highly compelling consolidator in a fragmented market."

Second Quarter 2023 Financial Performance and Highlights

• Second quarter 2023 revenues were $86.5 million, an increase of $15.1 million or 21.1% versus the second quarter 2022, driven primarily by organic revenue growth of $7.9 million as well as $7.3 million in revenue from acquisitions. The second quarter of 2022 benefited from $8.1 million of insurance proceeds related to events cancelled or otherwise impacted by COVID-19 in prior periods.

• Second quarter 2023 Organic Revenues were $79.2 million, an increase of $7.9 million or 11.1% versus the second quarter 2022, due primarily to a $7.2 million increase in revenues from events that traded in both periods, $1.2 million from increased subscription software revenues and $0.9 million from newly launched events and partially offset by softness in other marketing services.

• Second quarter 2023 net loss was $8.1 million, compared to net loss of $0.7 million for the second quarter 2022 principally as a result of higher interest expense and prior year one-time gains related to the remeasurement of contingent consideration.

• Second quarter 2023 Adjusted EBITDA was $14.6 million, compared to $15.6 million for the second quarter 2022. Excluding event cancellation insurance proceeds, second quarter 2023 Adjusted EBITDA was $14.6 million, compared to Adjusted EBITDA ex-insurance of $7.5 million for the second quarter 2022.

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 (loss) income (discussed in the second paragraph of this section), the most directly comparable GAAP measure.

Cash Flow

• Second quarter 2023 net cash provided by operating activities was $7.3 million, compared to $12.2 million in the second quarter 2022.

• Second quarter 2023 capital expenditures were $2.7 million, compared to $1.7 million in the second quarter 2022.

• Second quarter 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, which the Company defines as net cash provided by operating activities less capital expenditures, event cancellation insurance proceeds and taxes paid on event cancellation insurance proceeds, was $4.6 million, compared to $2.4 million in the second quarter 2022. The calculation of second quarter 2023 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring financing fees charged to interest expense of $2.1 million, acquisition related transaction costs of $0.2 million, acquisition integration and restructuring-related transition costs of $0.8 million, and non-recurring legal, audit and consulting fees of $0.4 million. The calculation of second quarter 2022 Free Cash Flow excluding event cancellation insurance proceeds, net, includes contingent consideration paid in excess of the original estimate of $2.1 million, acquisition related transaction costs of $2.0 million, integration-related transition costs of $0.2 million, and non-recurring legal and consulting fees of $0.8 million. The total of these items is $3.5 million and $5.1 million for the quarters ended June 30, 2023 and 2022, respectively.

• During the second quarter 2023, the Company extended the maturity date of its term loan from May 22, 2024 to May 22, 2026 and amended the interest rate provisions to reflect the adoption of SOFR as an interest rate basis. In conjunction with this amendment, the Company paid an original issuance discount of $12.5 million and debt issuance costs of $2.8 million. Given the cash outflow related to the term loan amendment, Emerald ended the second quarter 2023 with $204.7 million of cash as compared to the prior quarter ending cash balance of $217.3 million.

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 second quarter 2023 results at 8:30 am EDT on Wednesday, August 2, 2023.

The conference call can be accessed by dialing 1-888-886-7786 (domestic) or 1-416-764-8658 (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 86030577. The replay will be available until 11:59 pm (Eastern Time) on August 9, 2023.

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 (loss) income before (i) interest expense, (ii) income tax benefit, (iii) depreciation and amortization, (iv) stock-based compensation, (v) deferred revenue adjustment, (vi) goodwill and other intangible asset impairment charges, and (vii) 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 2023 and 2022 Adjusted EBITDA to net loss, 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 2023 as these items are inherently uncertain and difficult to predict. As a result, the Company is unable to quantify certain amounts that would be included in a reconciliation of 2023 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.

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