Revenue Growth of 17.5% 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 fourth quarter and full year ended December 31, 2023.
Financial Highlights
- Revenues of $382.8 million for 2023, an increase of $56.9
million, or 17.5% over 2022, primarily due to growth in events, new
launches and acquisitions.
- Organic Revenues, a non-GAAP measure, which takes into account
the impact of acquisitions and scheduling adjustments, of $370.1
million for 2023, an increase of $47.0 million, or 14.5%, from
$323.1 million for 2022 (Refer to Schedule 1 for a reconciliation
to revenues, the most directly comparable GAAP measure)
- Net loss of $8.2 million for 2023, compared to net income of
$130.8 million for 2022
- Adjusted EBITDA, a non-GAAP measure, of $97.8 million for 2023,
compared to $239.6 million for 2022; Adjusted EBITDA excluding
insurance proceeds, a non-GAAP measure, of $95.0 million for 2023,
compared to $56.8 million for 2022 (Refer to Schedule 3 for a
reconciliation to net (loss) income, the most directly comparable
GAAP measure)
- $204.2 million in cash and full availability of its $110.0
million revolving credit facility
- For the full year 2024, the Company expects to generate between
$415 million and $425 million of revenue and between $110 million
and $115 million of Adjusted EBITDA
Operational Highlights
- Emerald’s core trade show business is strong with
year-over-year growth in revenue driven by increases in exhibitors,
attendees and pricing
- Expanded portfolio into the consumer live events market in FY
2023 with the acquisition of Lodestone Events’ Overland Expo show,
and the launch of a brand new event, NBA Con, with the National
Basketball Association
Hervé Sedky, Emerald’s President and Chief Executive Officer,
said, “We delivered another year of strong results in 2023. As a
highly diversified and scaled platform, Emerald continues to
benefit from the extended post-Covid recovery with strong demand
from exhibitors and attendees alike. Improvements in our customers’
supply chains and the removal of international travel restrictions
are driving higher exhibitor attendance at our trade shows and
contributing to increases in attendees and pricing. Our highlights
in 2023 include the acquisition of Lodestone Events and their
Overland Expo show, the successful launch of the Cocina Sabrosa
Latin food expo in September, and the largest ever edition of
Advertising Week New York, which we hosted in October. Our recent
performance demonstrates the exceptional and durable value that
trade shows offer to buyers and sellers alike. We are excited for
2024 and beyond as we continue to grow our portfolio of must-attend
events and deliver greater value to our exhibitors, attendees, and
shareholders. In the end, we are guided by our deep commitment to
the communities we serve. Our mission is to serve and inspire,
empowering both buyers and sellers to succeed. Their continued
return for more is a testament to the value they find in what we
offer and the knowledge that our steadfast dedication to our
community is what truly sets us apart.”
David Doft, Emerald’s Chief Financial Officer, added, “We
achieved substantial top and bottom line growth in 2023 on the back
of positive attendance and pricing trends as our customers continue
to see our trade shows as instrumental in growing their own
businesses, generating leads, and discovering new products. For the
full year 2023, we grew revenue more than 17% and Adjusted EBITDA
more than 67%, excluding insurance proceeds, over the prior year.
The performance of our media content business was muted in 2023 as
many companies in the tech sector took a more cautious approach to
advertising spend, which slightly detracted from the otherwise
strong performance in our core live events business. Looking ahead,
we have positioned Emerald to be an engine of sustained growth
through our strategy of organically growing attendance and pricing
as well as through acquisitions and new show launches. Our guidance
for 2024 implies another double-digit percentage increase in
EBITDA, supported by positive trends in our industry, operational
and scale efficiencies, and a large and growing portfolio of
industry-leading events.”
Fourth Quarter
and Full Year Ended December 31, 2023 Financial Performance and
Highlights
Three Months Ended December
31,
Year Ended December
31,
2023
2022
Change
% Change
2023
2022
Change
% Change
(unaudited, dollars in
millions, except percentages and per share data)
Revenues
$
101.5
$
93.6
$
7.9
8.4
%
$
382.8
$
325.9
$
56.9
17.5
%
Net (loss) income
$
(17.9
)
$
22.4
$
(40.3
)
NM
$
(8.2
)
$
130.8
$
(139.0
)
NM
Net cash provided by (used in) operating
activities
$
15.6
$
(23.6
)
$
39.2
NM
$
40.3
$
175.1
$
(134.8
)
(77.0
%)
Diluted income (loss) per share
$
(0.46
)
$
0.06
$
(0.52
)
NM
$
(0.78
)
$
0.46
$
(1.24
)
NM
Non-GAAP measures:
Adjusted EBITDA
$
35.8
$
25.0
$
10.8
43.2
%
$
97.8
$
239.6
$
(141.8
)
(59.2
%)
Adjusted EBITDA excluding event
cancellation insurance proceeds
$
35.8
$
25.0
$
10.8
43.2
%
$
95.0
$
56.8
$
38.2
67.3
%
Free Cash Flow
$
13.5
$
(26.4
)
$
39.9
NM
$
28.8
$
164.8
$
(136.0
)
(82.5
%)
Free cash flow excluding event
cancellation insurance proceeds, net
$
13.5
$
(1.4
)
$
14.9
NM
$
26.0
$
6.9
$
19.1
276.8
%
- In connection with the consolidation of the Company’s media
assets completed in 2023, Emerald realigned its reporting segments
beginning with the fourth quarter and full year ended December 31,
2023:
- The Connections segment, which includes Emerald’s portfolio of
live events, accounted for approximately 89% of 2023 revenues.
- The All Other category, which includes Emerald’s content and
software-as-a-service (SaaS) assets, accounted for approximately
11% of 2023 revenues.
- Fourth quarter 2023 revenues were $101.5 million, an increase
of $7.9 million or 8.4% versus the fourth quarter 2022, driven
primarily by organic revenue growth of $5.2 million as well as $1.7
million in revenue from acquisitions. In addition, scheduling
adjustments of $1.1 million contributed to higher revenue in the
fourth quarter 2023. Full year 2023 revenues were $382.8 million,
an increase of $56.9 million or 17.5% versus the full year 2022,
driven primarily by organic growth of $47.0 million as well as
$12.7 million in revenue from acquisitions. This growth was offset
by prior year discontinued event revenues of $2.8 million.
- Fourth quarter 2023 Organic Revenues from the Connections
reportable segment were $87.5 million, an increase of $5.7 million
or 7.0% versus the fourth quarter 2022, due primarily to a $4.4
million increase in recurring revenues and $1.3 million from newly
launched events. Full year 2023 Organic Revenues from the
Connections reportable segment were $327.5 million, an increase of
$47.7 million or 17.0% versus the full year 2022, due primarily to
a $41.8 million increase in recurring revenues and $5.9 million
from newly launched events.
- Fourth quarter 2023 Organic Revenues from the All Other
category were $11.2 million, a decrease of $0.5 million or 4.3%
versus the fourth quarter 2022, due primarily to a $0.9 million
decrease in Content revenues offset by a $0.4 million increase in
Commerce revenues. Full year 2023 Organic Revenues from the All
Other category were $42.6 million, a decrease of $0.7 million or
1.6% versus the full year 2022, due primarily to a $4.4 million
decrease in Content revenues offset by a $3.7 million increase in
Commerce revenues.
- Fourth quarter 2023 Adjusted EBITDA was $35.8 million, compared
to $25.0 million for the fourth quarter 2022. Excluding event
cancellation insurance proceeds, fourth quarter 2023 Adjusted
EBITDA was $35.8 million, compared to Adjusted EBITDA ex-insurance
of $25.0 million for the fourth quarter 2022. Full year 2023
Adjusted EBITDA was $97.8 million, compared to $239.6 million for
the full year 2022. Excluding event cancellation insurance
proceeds, Adjusted EBITDA for the full year 2023 was $95.0 million,
compared to Adjusted EBITDA ex-insurance of $56.8 million for the
full year 2022.
- Fourth quarter 2023 net loss was $17.9 million, compared to net
income of $22.4 million for the fourth quarter 2022 principally as
a result of higher provision for income taxes, lower reversal of
contingent consideration liability and higher interest expense,
offset by increased Adjusted EBITDA and lower depreciation and
amortization expense. Full year 2023 net loss was $8.2 million,
compared to net income of $130.8 million for the full year
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
- Fourth quarter 2023 net cash provided by operating activities
was $15.6 million, compared to cash used in operating activities of
$23.6 million in the fourth quarter 2022. Full year 2023 net cash
provided by operating activities was $40.3 million, compared to
$175.1 million for the full year 2022.
- Fourth quarter 2023 capital expenditures were $2.1 million,
compared to $2.8 million in the fourth quarter 2022. Full year 2023
capital expenditures were $11.5 million, compared to $10.3 million
for the full year 2022.
- Fourth 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 $13.5 million, compared to
negative $1.4 million in the fourth quarter 2022. The calculation
of fourth quarter 2023 Free Cash Flow excluding event cancellation
insurance proceeds, net, includes non-recurring acquisition related
transaction costs of $0.8 million, acquisition integration,
restructuring-related transition costs of $2.1 million, and
non-recurring legal, audit and consulting fees of $1.1 million. The
calculation of fourth quarter 2022 Free Cash Flow excluding event
cancellation insurance proceeds, net, includes acquisition related
transaction costs of $0.3 million, integration-related transition
costs of $1.2 million, and non-recurring legal and consulting fees
of $0.6 million. The total of these items is $4.0 million and $2.1
million for the quarters ended December 31, 2023 and 2022,
respectively.
- Full year 2023 Free Cash Flow excluding event cancellation
insurance proceeds, net, was $26.0 million, compared to $6.9
million in the full year 2022. The calculation of 2023 Free Cash
Flow excluding event cancellation insurance proceeds, net, includes
non-recurring acquisition related transaction costs of $2.6
million, acquisition integration, restructuring-related transition
costs of $6.1 million, and non-recurring legal, audit and
consulting fees of $4.1 million. The calculation of 2022 Free Cash
Flow excluding event cancellation insurance proceeds, net, includes
insurance settlement expenses of $7.9 million, acquisition related
transaction costs of $3.6 million, integration-related transition
costs of $3.1 million, contingent consideration paid in excess of
the original estimate of $2.1 million, and non-recurring legal and
consulting fees of $1.7 million. The total of these items is $12.8
million and $18.4 million for the years ended December 31, 2023 and
2022, respectively.
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 fourth quarter 2023 results at 8:30
am EDT on Thursday, February 29, 2024.
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 01439625. The replay will be available
until 11:59 pm (Eastern Time) on March 07, 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 (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) 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 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.
Emerald Holding, Inc.
Condensed Consolidated
Statements of (Loss) Income and Comprehensive (Loss) Income
(unaudited, dollars in
millions, share data in thousands, except loss per share
data)
Three Months Ended December
31, 2023
Three Months Ended December
31, 2022
Year Ended December 31,
2023
Year Ended December 31,
2022
Revenues
$
101.5
$
93.6
$
382.8
$
325.9
Other income, net
—
—
2.8
182.8
Cost of revenues
35.7
33.2
137.6
116.5
Selling, general and administrative
expense
36.1
17.4
168.3
145.0
Depreciation and amortization expense
9.8
16.5
45.0
59.5
Goodwill impairment charge
—
—
—
6.3
Intangible asset impairment charge
—
—
—
1.6
Operating income
19.9
26.5
34.7
179.8
Interest expense
11.8
9.0
43.3
24.5
Interest income
3.2
1.7
8.2
2.7
Loss on extinguishment of debt
—
—
2.3
—
Other (income) expense
(0.1
)
(0.1
)
—
—
Loss on disposal of fixed assets
—
—
0.2
—
Income (loss) before income taxes
11.4
19.3
(2.9
)
158.0
Provision for (benefit from) income
taxes
29.3
(3.1
)
5.3
27.2
Net (loss) income and comprehensive (loss)
income attributable to Emerald Holding, Inc.
$
(17.9
)
$
22.4
$
(8.2
)
$
130.8
Accretion to redemption value of
redeemable convertible preferred stock
(10.8
)
(10.1
)
(42.0
)
(38.8
)
Participation rights on if-converted
basis
—
(8.2
)
—
(60.2
)
Net (loss) income and comprehensive (loss)
income attributable to Emerald Holding, Inc. common
stockholders
$
(28.7
)
$
4.1
$
(50.2
)
$
31.8
Basic (loss) income per share
(0.46
)
0.06
(0.78
)
0.46
Diluted (loss) income per share
(0.46
)
0.06
(0.78
)
0.46
Basic weighted average common shares
outstanding
62,896
67,599
63,959
69,002
Diluted weighted average common shares
outstanding
62,896
67,943
63,959
69,148
Emerald Holding, Inc.
Condensed Consolidated Balance
Sheets
(dollars in millions, share
data in thousands, except par value)
December 31, 2023
December 31, 2022
(unaudited)
Assets
Current assets
Cash and cash equivalents
$
204.2
$
239.1
Trade and other receivables, net of
allowances of $1.4 million and $1.5 million, as of December 31,
2023 and December 31, 2022, respectively
85.2
74.9
Prepaid expenses and other current
assets
21.5
17.8
Total current assets
310.9
331.8
Noncurrent assets
Property and equipment, net
1.5
2.2
Intangible assets, net
175.1
204.8
Goodwill, net
553.9
545.5
Right-of-use assets
8.8
10.6
Other noncurrent assets
3.7
3.5
Total assets
$
1,053.9
$
1,098.4
Liabilities, Redeemable Convertible
Preferred Stock and Stockholders’ Deficit
Current liabilities
Accounts payable and other current
liabilities
$
46.6
$
58.1
Income taxes payable
0.2
1.2
Cancelled event liabilities
0.6
3.3
Deferred revenues
174.3
151.2
Contingent consideration
0.2
3.5
Right-of-use liabilities, current
portion
4.0
4.9
Term loan, current portion
4.2
—
Total current liabilities
230.1
222.2
Noncurrent liabilities
Term loan, net of discount and deferred
financing fees
398.7
413.9
Deferred tax liabilities, net
3.1
1.8
Right-of-use liabilities, noncurrent
portion
8.9
10.4
Other noncurrent liabilities
8.5
10.8
Total liabilities
649.3
659.1
Commitments and contingencies
Redeemable convertible preferred stock
7% Series A Redeemable Convertible
Participating Preferred Stock, $0.01 par value; authorized shares
at December 31, 2023 and December 31, 2022: 80,000; 71,403 and
71,417 shares issued and outstanding; aggregate liquidation
preference of $492.6 million and $475.9 million at December 31,
2023 and December 31, 2022, respectively
497.1
472.4
Stockholders’ deficit
Common stock, $0.01 par value; authorized
shares at December 31, 2023 and December 31, 2022: 800,000; 62,915
and 67,588 shares issued and outstanding at December 31, 2023 and
December 31, 2022, respectively
0.6
0.7
Additional paid-in capital
559.2
610.3
Accumulated deficit
(652.3
)
(644.1
)
Total stockholders’ deficit
(92.5
)
(33.1
)
Total liabilities, redeemable convertible
preferred stock and stockholders’ deficit
$
1,053.9
$
1,098.4
Schedule
1
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF
REVENUES TO ORGANIC REVENUES
Three Months Ended December
31,
Change
Year Ended December
31,
Change
Consolidated
2023
2022
$
%
2023
2022
$
%
(dollars in millions)
(unaudited)
Revenues
$
101.5
$
93.6
$
7.9
8.4
%
$
382.8
$
325.9
$
56.9
17.5
%
Deduct:
Acquisition revenues
(1.7
)
—
(12.7
)
—
Discontinued events
—
(0.1
)
—
(2.8
)
Scheduling adjustments(1)
(1.1
)
—
—
—
Organic revenues
$
98.7
$
93.5
$
5.2
5.6
%
$
370.1
$
323.1
$
47.0
14.5
%
Connections
Three Months Ended December
31,
Change
Year Ended December
31,
Change
2023
2022
$
%
2023
2022
$
%
(dollars in millions)
(unaudited)
Revenues
$
90.3
$
81.9
$
8.4
10.3
%
$
340.2
$
282.6
$
57.6
20.4
%
Deduct:
Acquisition revenues
(1.7
)
—
(12.7
)
—
Discontinued events
—
(0.1
)
—
(2.8
)
Scheduling adjustments(1)
(1.1
)
—
—
—
Organic revenues
$
87.5
$
81.8
$
5.7
7.0
%
$
327.5
$
279.8
$
47.7
17.0
%
All Other
Three Months Ended December
31,
Change
Year Ended December
31,
Change
2023
2022
$
%
2023
2022
$
%
(dollars in millions)
(unaudited)
Revenues
$
11.2
$
11.7
$
(0.5
)
(4.3
%)
$
42.6
$
43.3
$
(0.7
)
(1.6
%)
Deduct:
Acquisition revenues
—
—
—
—
Discontinued events
—
—
—
—
Scheduling adjustments
—
—
—
—
Organic revenues
$
11.2
$
11.7
$
(0.5
)
(4.3
%)
$
42.6
$
43.3
$
(0.7
)
(1.6
%)
Notes:
- For the three months ended December 31, 2023, represents
revenues from one event that staged in the third quarter of fiscal
2022, but staged in the fourth quarter in fiscal 2023.
Schedule
2
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF
REVENUES TO DISAGGREGATED REVENUES
Three Months Ended December
31,
Year Ended December
31,
2023
2022
2023
2022
(dollars in millions)
(unaudited)
Connections
$
90.3
$
81.9
$
340.2
$
282.6
Content
6.2
7.1
23.5
27.9
Commerce
5.0
4.6
19.1
15.4
Total Revenues
$
101.5
$
93.6
$
382.8
$
325.9
Schedule
3
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF
NET (LOSS) INCOME TO ADJUSTED EBITDA
Three Months Ended December
31,
Year Ended December
31,
2023
2022
2023
2022
(dollars in millions)
(unaudited)
Net (loss) income
$
(17.9
)
$
22.4
$
(8.2
)
$
130.8
Add (deduct):
Interest expense, net
8.6
7.3
35.1
21.8
Loss on extinguishment of debt
—
—
2.3
—
(Benefit from) provision for income
taxes
29.3
(3.1
)
5.3
27.2
Goodwill impairment charge(1)
—
—
—
6.3
Intangible asset impairment charge(2)
—
—
—
1.6
Depreciation and amortization
9.8
16.5
45.0
59.5
Stock-based compensation
1.8
0.8
7.8
5.8
Deferred revenue adjustment
—
—
—
0.6
Other items(3)
4.2
(18.9
)
10.5
(14.0
)
Adjusted EBITDA
$
35.8
$
25.0
$
97.8
$
239.6
Deduct:
Event cancellation insurance proceeds
—
—
2.8
182.8
Adjusted EBITDA excluding event
cancellation insurance proceeds
$
35.8
$
25.0
$
95.0
$
56.8
Notes:
- For the year ended December 31, 2022, represents non-cash
charges of $6.3 million for goodwill in connection with the
Company’s interim testing of goodwill for impairment resulting from
the change in operating segments and reporting units that occurred
in the first quarter of 2022.
- Intangible asset impairment charges for the year ended December
31, 2022, represent non-cash charges of $1.6 million for certain
indefinite-lived intangible assets in connection with the Company’s
interim testing of intangibles for impairment.
- Other items for the three months ended December 31, 2023
included: (i) $0.8 million in acquisition-related transaction
costs; (ii) $2.1 million in acquisition integration and
restructuring-related transition costs, including one-time
severance expense of $0.2 million; (iii) $1.1 million in
non-recurring legal, audit and consulting fees and (iv) $0.2
million in expense related to the remeasurement of contingent
consideration. Other items for the three months ended December 31,
2022 included: (i) $24.0 million in gains related to the
remeasurement of contingent consideration; (ii) $0.6 million in
non-recurring legal, audit and consulting fees; (iii) $0.3 million
in acquisition-related transaction costs and (iv) $4.2 million in
transition expenses, including $3.0 million in non-cash lease
abandonment charges. Other items for the twelve months ended
December 31, 2023 included: (i) $2.6 million in acquisition-related
transaction costs; (ii) $6.1 million in acquisition integration and
restructuring-related transition costs, including one-time
severance expense of $1.5 million; (iii) $4.1 million in
non-recurring legal, audit and consulting fees and (iv) $2.3
million in gains related to the remeasurement of contingent
consideration. Other items for the twelve months ended December 31,
2022 included: (i) $33.3 million in gains related to the
remeasurement of contingent consideration; (ii) $1.7 million in
non-recurring legal, audit and consulting fees; (iii) $3.6 million
in acquisition-related transaction costs; (iv) $6.1 million in
transition expenses, including $3.0 million in non-cash lease
abandonment charges and (v) $7.9 million in insurance settlement
related expenses.
Schedule
4
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF
NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Three Months Ended December
31,
Year Ended December
31,
2023
2022
2023
2022
(dollars in millions)
(unaudited)
Net Cash Provided by (Used in)
Operating Activities
$
15.6
$
(23.6
)
$
40.3
$
175.1
Less:
Capital expenditures
2.1
2.8
11.5
10.3
Free Cash Flow
$
13.5
$
(26.4
)
$
28.8
$
164.8
Event cancellation insurance proceeds
—
—
(2.8
)
(183.5
)
Taxes paid on event cancellation insurance
proceeds
—
25.0
—
25.6
Free cash flow excluding event
cancellation insurance proceeds, net
$
13.5
$
(1.4
)
$
26.0
$
6.9
Schedule
5
Emerald Holding, Inc.
UNAUDITED RECONCILIATION OF
REPORTABLE SEGMENTS RESULTS TO INCOME (LOSS) BEFORE TAXES
Three Months Ended December
31,
Year Ended December
31,
2023
2022
2023
2022
(dollars in millions)
(unaudited)
Revenues
Connections
$
90.3
$
81.9
$
340.2
$
282.6
All Other
11.2
11.7
42.6
43.3
Total revenues
$
101.5
$
93.6
$
382.8
$
325.9
Other income, net
Connections
$
—
$
—
$
2.8
$
34.2
All Other
—
—
—
—
Total other income, net
$
—
$
—
$
2.8
$
34.2
Adjusted EBITDA
Connections
$
39.7
$
30.3
$
136.8
$
133.0
All Other
1.6
0.1
3.6
0.2
Adjusted EBITDA (excluding General
corporate expenses)
$
41.3
$
30.4
$
140.4
$
133.2
General corporate expenses
(5.5
)
(5.4
)
(42.6
)
(42.2
)
Other income, net
—
—
—
148.6
Interest expense, net
(8.6
)
(7.3
)
(35.1
)
(21.8
)
Loss on extinguishment of debt
—
—
(2.3
)
—
Goodwill impairment charges
—
—
—
(6.3
)
Intangible asset impairment charges
—
—
—
(1.6
)
Depreciation and amortization expense
(9.8
)
(16.5
)
(45.0
)
(59.5
)
Stock-based compensation expense
(1.8
)
(0.8
)
(7.8
)
(5.8
)
Deferred revenue adjustment
—
—
—
(0.6
)
Other items
(4.2
)
18.9
(10.5
)
14.0
Income (loss) before taxes
$
11.4
$
19.3
$
(2.9
)
$
158.0
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240229262364/en/
Emerald Holding, Inc. Investor Relations
investor.relations@emeraldx.com 1-866-339-4688 (866EEXINVT)
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