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): August 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 August 7, 2024, Emerald Holding, Inc. (the “Company”) issued a press release announcing the financial results of the Company for the second quarter ended June 30, 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.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

Exhibit No.	Description
99.1 99.2 104	Press Release of the Company, dated August 7, 2024. Second 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:	August 7, 2024	By:	/s/ David Doft
			David Doft Chief Financial Officer

 

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Exhibit 99.1

 

Emerald Reports Second Quarter 2024 Financial Results

 

Initiates $0.015 per Share Regular Quarterly Dividend

 

 

NEW YORK, N.Y. – August 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 second quarter ended June 30, 2024.

 

Financial Highlights

 

Operational Highlights

 

Hervé Sedky, Emerald’s President and Chief Executive Officer, said, “We are pleased to report another quarter of solid growth in organic revenue and Adjusted EBITDA, despite it being our seasonally smaller second quarter. The continued positive trends indicate that our customers continue to value the high return on investment of live events, evidenced by higher re-bookings along with sustained strength in pricing as we move through the year. We remain focused on transforming Emerald into a powerful, diverse and scalable platform with strong momentum. Additionally, we are excited to announce that we are reinstituting a regular quarterly dividend policy that was suspended during the pandemic and which was approved by our board of directors to reward shareholders with a tangible return of capital. This decision reflects the strong, reliable, cash flow-generating nature of our business and our visibility into continued earnings growth as we look ahead. It is also part of our balanced capital allocation framework which combines a disciplined M&A strategy with prudent leverage and investments back into our core business.”

David Doft, Emerald’s Chief Financial Officer, added, “Our outlook continues to reflect the sustained, positive trends we’ve been seeing in the business since the COVID-19 recovery began. We continue to expect meaningful year-over-year revenue growth, as reflected in our full year guidance, along with improving margins as we leverage our operating cost base. Our forward visibility into trade show bookings including into the first half of 2025, as well as the critical place of trade shows in companies’ marketing budgets gives us confidence in our ability to drive continued year-over-year growth for the foreseeable future.”

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Second Quarter 2024 Financial Performance and Highlights

 

		Three Months Ended June 30,																Six Months Ended June 30,
		2024				2023				Change				% Change				2024				2023				Change				% Change
		(unaudited, dollars in millions, except percentages and per share data)
Revenues		$	86.0			$	86.5			$	(0.5	)			(0.6	%)		$	219.4			$	208.8			$	10.6				5.1	%
Net (loss) income		$	(2.8	)		$	(8.1	)		$	5.3			NM				$	8.2			$	(1.0	)		$	9.2			NM
Net cash provided by   operating activities		$	9.8			$	7.3			$	2.5				34.2	%		$	17.1			$	16.2			$	0.9				5.6	%
Diluted loss per share		$	(0.03	)		$	(0.29	)		$	0.26			NM				$	(0.04	)		$	(0.33	)		$	0.29			NM
Non-GAAP measures:
Adjusted EBITDA		$	15.3			$	14.6			$	0.7				4.8	%		$	56.1			$	51.1			$	5.0				9.8	%
Adjusted EBITDA excluding event cancellation insurance proceeds		$	15.3			$	14.6			$	0.7				4.8	%		$	55.1			$	51.1			$	4.0				7.8	%
Free Cash Flow		$	7.1			$	4.6			$	2.5				54.3	%		$	11.9			$	9.8			$	2.1				21.4	%
Free cash flow excluding event cancellation insurance proceeds, net		$	7.1			$	4.6			$	2.5				54.3	%		$	10.9			$	9.8			$	1.1				11.2	%

 

 

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.

 

Dividend

On August 6, 2024, Emerald’s board of directors approved the reintroduction of a regular quarterly dividend, and declared a dividend for the quarter ending September 30, 2024 of $0.015 per share payable on August 29, 2024 to holders of Emerald’s common stock as of August 19, 2024.

Conference Call Webcast Details

As previously announced, the Company’s leadership will hold a conference call to discuss its second quarter 2024 results at 8:30 am EDT on Wednesday, August 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 1178913. The replay will be available until 11:59 pm (Eastern Time) on August 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.

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Note: Schedule 3 provides reconciliations for 2024 and 2023 Adjusted EBITDA to net (loss) income, however, it is not possible, without unreasonable efforts, to estimate the impacts of show scheduling adjustments, acquisitions 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; our intention to continue to pay regular quarterly dividends; 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. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Board and will depend on a number of factors, including Company’s results of operations, cash flows, financial position and capital requirements, any applicable restrictions under the Company’s debt facilities, as well as general business conditions, legal, tax and regulatory restrictions and other factors the Board deems relevant at the time it determines to declare such dividends. 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 (Loss) Income and Comprehensive (Loss) Income

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

		Three Months Ended June 30, 2024				Three Months Ended June 30, 2023				Six Months Ended June 30, 2024				Six Months Ended June 30, 2023
Revenues		$	86.0			$	86.5			$	219.4			$	208.8
Other income, net			—				—				1.0				—
Cost of revenues			33.1				32.8				80.6				76.0
Selling, general and administrative expense			39.5				41.8				95.0				90.6
Depreciation and amortization expense			7.0				12.9				14.1				26.4
Operating income (loss)			6.4				(1.0	)			30.7				15.8
Interest expense			12.0				11.4				24.1				19.4
Interest income			2.1				2.3				4.4				3.4
Loss on extinguishment of debt			—				2.3				—				2.3
Other expense			—				0.1				—				0.2
(Loss) income before income taxes			(3.5	)			(12.5	)			11.0				(2.7	)
(Benefit from) provision for income taxes			(0.7	)			(4.4	)			2.8				(1.7	)
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc.		$	(2.8	)		$	(8.1	)		$	8.2			$	(1.0	)
Accretion to redemption value of redeemable convertible preferred stock			(2.0	)			(10.4	)			(12.7	)			(20.5	)
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common stockholders		$	(4.8	)		$	(18.5	)		$	(4.5	)		$	(21.5	)
Basic loss per share			(0.03	)			(0.29	)			(0.04	)			(0.33	)
Diluted loss per share			(0.03	)			(0.29	)			(0.04	)			(0.33	)
Basic weighted average common shares outstanding			155,915				62,868				109,477				65,048
Diluted weighted average common shares outstanding			155,915				62,868				109,477				65,048

 

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Emerald Holding, Inc.

Condensed Consolidated Balance Sheets

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

		June 30, 2024				December 31, 2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	193.2			$	204.2
Trade and other receivables, net of allowances of $1.6 million and $1.4 million, as of June 30, 2024 and December 31, 2023, respectively			93.9				85.2
Prepaid expenses and other current assets			24.2				21.5
Total current assets			311.3				310.9
Noncurrent assets
Property and equipment, net			1.5				1.5
Intangible assets, net			171.4				175.1
Goodwill, net			567.5				553.9
Right-of-use assets			7.7				8.8
Other noncurrent assets			3.2				3.7
Total assets		$	1,062.6			$	1,053.9
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and other current liabilities		$	48.3			$	46.6
Income taxes payable			—				0.2
Cancelled event liabilities			0.6				0.6
Deferred revenues			175.5				174.3
Contingent consideration			0.5				0.2
Right-of-use liabilities, current portion			4.0				4.0
Term loan, current portion			4.2				4.2
Total current liabilities			233.1				230.1
Noncurrent liabilities
Term loan, net of discount and deferred financing fees			398.6				398.7
Deferred tax liabilities, net			5.7				3.1
Right-of-use liabilities, noncurrent portion			7.2				8.9
Other noncurrent liabilities			10.4				8.5
Total liabilities			655.0				649.3
Commitments and contingencies
Redeemable convertible preferred stock
7% Series A Redeemable Convertible Participating Preferred Stock,    $0.01 par value; authorized shares at June 30, 2024 and December 31,    2023: 80,000; zero and 71,403 shares issued and outstanding;    aggregate liquidation preference of zero and $492.6 million at    June 30, 2024 and December 31, 2023, respectively			—				497.1
Stockholders’ equity (deficit)
Common stock, $0.01 par value; authorized shares at June 30, 2024    and December 31, 2023: 800,000; 203,926 and 62,915 shares    issued and outstanding at June 30, 2024 and December 31, 2023, respectively			2.0				0.6
Additional paid-in capital			1,049.7				559.2
Accumulated deficit			(644.1	)			(652.3	)
Total stockholders’ equity (deficit)			407.6				(92.5	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)		$	1,062.6			$	1,053.9

 

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Schedule 1

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REVENUES TO ORGANIC REVENUES

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
Consolidated		2024				2023				$				%				2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	86.0			$	86.5			$	(0.5	)			(0.6	%)		$	219.4			$	208.8			$	10.6				5.1	%
Deduct:
Acquisition revenues			(1.7	)			—												(4.5	)			—
Discontinued events			—				(3.7	)											—				(6.7	)
Scheduling adjustments(1)			(2.2	)			(3.3	)											(2.7	)			(5.7	)
Organic revenues		$	82.1			$	79.5			$	2.6				3.3	%		$	212.2			$	196.4			$	15.8				8.0	%

 

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
Connections		2024				2023				$				%				2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	75.0			$	75.6			$	(0.6	)			(0.8	%)		$	198.4			$	187.8			$	10.6				5.6	%
Deduct:
Acquisition revenues			(1.7	)			—												(4.5	)			—
Discontinued events			—				(3.7	)											—				(6.7	)
Scheduling adjustments(1)			(2.2	)			(3.3	)											(2.7	)			(5.7	)
Organic revenues		$	71.1			$	68.6			$	2.5				3.6	%		$	191.2			$	175.4			$	15.8				9.0	%

 

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
All Other		2024				2023				$				%				2024				2023				$				%
		(dollars in millions) (unaudited)
Revenues		$	11.0			$	10.9			$	0.1				0.9	%		$	21.0			$	21.0			$					-
Deduct:
Acquisition revenues			—				—												—				—
Discontinued events			—				—												—				—
Scheduling adjustments			—				—												—				—
Organic revenues		$	11.0			$	10.9			$	0.1				0.9	%		$	21.0			$	21.0			$					-

Notes:

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Schedule 2

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REVENUES TO DISAGGREGATED REVENUES

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Connections		$	75.0			$	75.6			$	198.4			$	187.8
Content			5.9				6.1				10.6				11.6
Commerce			5.1				4.8				10.4				9.4
Total Revenues		$	86.0			$	86.5			$	219.4			$	208.8

 

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Schedule 3

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Net (loss) income		$	(2.8	)		$	(8.1	)		$	8.2			$	(1.0	)
Add (deduct):
Interest expense, net			9.9				9.1				19.7				16.0
Loss on extinguishment of debt			—				2.3				—				2.3
(Benefit from) provision for income taxes			(0.7	)			(4.4	)			2.8				(1.7	)
Depreciation and amortization			7.0				12.9				14.1				26.4
Stock-based compensation			1.5				1.9				4.0				4.0
Other items(1)			0.4				0.9				7.3				5.1
Adjusted EBITDA		$	15.3			$	14.6			$	56.1			$	51.1
Deduct:
Event cancellation insurance proceeds			—				—				1.0				—
Adjusted EBITDA excluding event cancellation insurance proceeds		$	15.3			$	14.6			$	55.1			$	51.1

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 June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Net Cash Provided by Operating Activities		$	9.8			$	7.3			$	17.1			$	16.2
Less:
Capital expenditures			2.7				2.7				5.2				6.4
Free Cash Flow		$	7.1			$	4.6			$	11.9			$	9.8
Event cancellation insurance proceeds			—				—				(1.0	)			—
Free cash flow excluding event cancellation insurance proceeds, net		$	7.1			$	4.6			$	10.9			$	9.8

 

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Schedule 5

Emerald Holding, Inc.

UNAUDITED RECONCILIATION OF REPORTABLE SEGMENTS RESULTS TO (LOSS) INCOME BEFORE TAXES

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
		(dollars in millions) (unaudited)
Revenues
Connections		$	75.0			$	75.6			$	198.4			$	187.8
All Other			11.0				10.9				21.0				21.0
Total revenues		$	86.0			$	86.5			$	219.4			$	208.8
Other income, net
Connections		$	—			$	—			$	1.0			$	—
All Other			—				—				—				—
Total other income, net		$	—			$	—			$	1.0			$	—
Adjusted EBITDA
Connections		$	26.4			$	25.1			$	82.6			$	74.5
All Other			1.8				1.0				2.1				0.7
Adjusted EBITDA (excluding General corporate expenses)		$	28.2			$	26.1			$	84.7			$	75.2
General corporate expenses			(12.9	)			(11.5	)			(28.6	)			(24.1	)
Interest expense, net			(9.9	)			(9.1	)			(19.7	)			(16.0	)
Loss on extinguishment of debt			—				(2.3	)			—				(2.3	)
Depreciation and amortization expense			(7.0	)			(12.9	)			(14.1	)			(26.4	)
Stock-based compensation expense			(1.5	)			(1.9	)			(4.0	)			(4.0	)
Other items			(0.4	)			(0.9	)			(7.3	)			(5.1	)
(Loss) income before income taxes		$	(3.5	)		$	(12.5	)		$	11.0			$	(2.7	)

 

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Emerald Holding, Inc. Second Quarter 2024 August 7, 2024 Exhibit 99.2

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Legal Disclaimer Forward-Looking Statements The information provided in this presentation is for general informational purposes only. This presentation contains certain forward-looking statements regarding Emerald Holding, Inc. and its subsidiaries (the “Company”), including, without limitation, statements regarding the Company’s ability to continue staging live events and scale its business beyond pre-COVID levels; statements about general economic conditions, or more specifically about the markets in which the Company operates, and the Company’s expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions and the Company’s 2024 financial guidance expectations; the Company’s ability to successfully identify and acquire acquisition targets; and the Company’s intention to continue to pay regular quarterly dividends, among others. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Company’s Board of Directors, and will depend on a number of factors. The forward-looking statements contained herein 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. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this report, they may not be predictive of results or developments in future periods. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe, “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. For factors that could cause actual results to differ materially from the forward-looking statements in this presentation, please see the risks and uncertainties identified under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed annual report on Form 10-K for the year ended December 31, 2023, which is available on the Company’s Investor Relations website at investor.emeraldx.com and on the SEC’s EDGAR website at www.sec.gov. 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. Industry and Market Information To the extent this presentation includes information concerning the industry and the markets in which the Company operates, including general observations, expectations, market position, market opportunity and market size, such information is based on management's knowledge and experience in the markets in which the Company operates, including publicly available information from independent industry analysts and publications, as well as the Company’s own estimates. The Company’s estimates are based on third-party sources, as well as internal research, which the Company believes to be reasonable, but which are inherently uncertain and imprecise. Accordingly, you are cautioned not to place undue reliance on such market and industry information. Non-GAAP Financial Information This presentation also includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and should not be considered as a substitute for or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles (“GAAP”). The non-GAAP measures included herein may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided herein for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Readers are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

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

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Key Q2 2024 Takeaways Continued year-over-year growth during seasonally slower second quarter. 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 Initiated quarterly dividend of $0.015 per share based on strong, sustained cash flow generation 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 (Loss) Diluted Income (Loss) Per Share ($ in Millions) ($ in Millions) (1) See slide 14 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 second quarter 2024 Free Cash Flow excluding event cancellation insurance proceeds, net, includes non-recurring acquisition related transaction costs of $0.9 million, acquisition integration, restructuring-related transition costs of $1.0 million, and non-recurring legal, audit and consulting fees of $0.7 million. 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, integration-related transition costs of $0.8 million, and non-recurring legal and consulting fees of $0.4 million. The total of these items is $2.6 million and $3.5 million for the quarters ended June 30, 2024 and 2023, respectively. See slide 15 of this presentation for a reconciliation of Free Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow excluding event cancellation insurance proceeds, net. (3) Consolidated trailing twelve month EBITDA as of June 30, 2024 as defined in Amended and Restated Senior Secured Credit Facilities. Debt includes outstanding gross balance of term loan. Earnings Results Revenues of $86.0 million Diluted loss per share of $(0.03) Net loss of $(2.8) million Adjusted EBITDA of $15.3 million(1) Free cash flow of $7.1 million(2) Highlights and Developments Initiated quarterly dividend of $0.015 per share Completed the conversion of all outstanding preferred shares to common stock, resulting in a simpler capital structure Balance Sheet(as of 6/30/2024) $193.2 million of cash and cash equivalents and full availability on $110 million revolver. Net debt of $218.0 million, including $411.2 million outstanding term loan balance Net debt / EBITDA(3) of 2.1x as of June 30th Approximately 203.9 million common shares outstanding Emerald experienced year over year growth in revenue and Adjusted EBITDA across all categories ($ in Millions) Q2 2024 Financial Highlights and Current Liquidity Position ($0.78)

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10 ($ in Millions) Revenue and Adjusted EBITDA by Segment Quarterly Connections $66.1 $30.5 $88.6 $60.7 $51.4 $81.9 $112.2 $75.6 $62.1 $90.3 $123.4 $75.0 All Other $10.4 $10.6 $9.9 $10.7 $11.0 $11.7 $10.1 $10.9 $10.4 $11.2 $10.0 $11.0 Total $76.5 $41.1 $98.5 $71.4 $62.4 $93.6 $122.3 $86.5 $72.5 $101.5 $133.4 $86.0 Connections $106.7 $282.6 $340.2 All Other $38.8 $43.3 $42.6 Total $145.5 $325.9 $382.8 Annual Connections $18.2 $61.4 $61.0 $27.3 $14.4 $30.3 $49.4 $25.1 $22.6 $39.7 $56.1 $26.4 All Other $1.9 $0.7 ($0.3) $0.7 ($0.3) $0.1 ($0.3) $1.0 $1.3 $1.6 $0.2 $1.8 Corporate ($10.7) ($11.1) ($11.4) ($12.4) ($13.0) ($5.4) ($12.6) ($11.5) ($13.1) ($5.5) ($15.5) ($12.9) Adj. EBITDA $9.4 $51.0 $49.3 $15.6 $1.1 $25.0 $36.5 $14.6 $10.8 $35.8 $40.8 $15.3 Less: Insurance Proceeds $1.2 $59.7 $23.7 $8.1 $2.4 -- -- -- $2.8 -- $1.0 -- Adj. EBITDA ex-Insurance $8.2 ($8.7) $25.6 $7.5 ($1.3) $25.0 $36.5 $14.6 $8.0 $35.8 $39.8 $15.3 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 14 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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Defined as the ratio of net debt to consolidated trailing twelve month EBITDA as defined in Amended and Restated Senior Secured Credit Facilities. Annual Recurring Dividends Re-introduce recurring quarterly cash dividend given free cash flow generative nature of business Gradually increase the dividend over time Common stock dividend will be reinstated at the end of Q3 2024 at an annualized level of $12m ($0.06/share) or $3.0m per quarter to start Target ongoing payout ratio of up to 25% of FCF Maintain Net Leverage Ratio(1) Target 2.0 – 3.0x long-term Net Leverage Ratio, with flexibility to temporarily stretch higher in order to pursue opportunistic scale M&A Leverage is 2.1x as of June 30, 2024, which is within the targeted range Opportunistic Share Buybacks Capitalize on stock price volatility by using excess liquidity to buy back stock when accretive to value Targeted opportunistic buybacks Priorities Objectives Actions Capital Allocation and Financial Policy Supplement Organic Growth with M&A Acquire leading B2B events or related assets in existing verticals and/or new, growing verticals to diversify exposure Capture revenue and/or cost synergies Multiple arbitrage Consider B2C events only in existing scale verticals Completed 9 acquisitions over the past 3.5 years

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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 June 30, 2024 included: (i) $0.9 million in acquisition-related transaction costs; (ii) $1.0 million in acquisition integration and restructuring-related transition costs, (iii) $0.7 million in non-recurring legal, audit and consulting fees and (iv) $2.2 million in gains related to the remeasurement of contingent consideration. Other items for the three months ended June 30, 2023 included: (i) $0.2 million in acquisition-related transaction costs, (ii) $0.8 million in transition expenses, (iii) $0.4 million in non-recurring legal, audit and consulting fees and (iv) $0.5 million in gains related to the remeasurement of contingent consideration. Other items for the six months ended June 30, 2024 included: (i) $1.2 million in acquisition-related transaction costs; (ii) $5.8 million in acquisition integration and restructuring-related transition costs, including one-time severance expense of $3.4 million; (iii) $1.0 million in non-recurring legal, audit and consulting fees and (iv) $0.7 million in gains related to the remeasurement of contingent consideration. Other items for the six months ended June 30, 2023 included (i) $0.9 million in acquisition-related transaction costs, (ii) $2.5 million in transition expenses, (iii) $2.2 million in non-recurring legal, audit and consulting fees and (iv) $0.5 million in gains related to the remeasurement of contingent consideration.     Three Months EndedJune 30,     Six Months EndedJune 30,       2024     2023     2024     2023       (dollars in millions) (unaudited)   Net (loss) income   $ (2.8 )   $ (8.1 )   $ 8.2     $ (1.0 ) Add (deduct):                         Interest expense, net     9.9       9.1       19.7       16.0   Loss on extinguishment of debt     —       2.3       —       2.3   (Benefit from) provision for income taxes     (0.7 )     (4.4 )     2.8       (1.7 ) Depreciation and amortization     7.0       12.9       14.1       26.4   Stock-based compensation     1.5       1.9       4.0       4.0   Other items(1)     0.4       0.9       7.3       5.1   Adjusted EBITDA   $ 15.3     $ 14.6     $ 56.1     $ 51.1   Deduct:                         Event cancellation insurance proceeds     —       —       1.0       —   Adjusted EBITDA excluding event cancellation insurance proceeds   $ 15.3     $ 14.6     $ 55.1     $ 51.1  

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Free Cash Flow UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW     Three Months EndedJune 30,     Six Months EndedJune 30,       2024     2023     2024     2023       (dollars in millions)(unaudited)   Net Cash Provided by Operating Activities   $ 9.8     $ 7.3     $ 17.1     $ 16.2   Less:                         Capital expenditures     2.7       2.7       5.2       6.4   Free Cash Flow   $ 7.1     $ 4.6     $ 11.9     $ 9.8   Event cancellation insurance proceeds     —       —       (1.0 )     —   Free cash flow excluding event cancellation insurance proceeds, net   $ 7.1     $ 4.6     $ 10.9     $ 9.8  

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Income Statement – Consolidated Emerald UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

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Income Statement – Connections Reportable Segment UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – CONNECTIONS REPORTABLE SEGMENT

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Income Statement – All Other Category UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – ALL OTHER CATEGORY

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Income Statement – Corporate-Level Activities UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME – CORPORATE-LEVEL ACTIVITIES

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Document And Entity Information	Aug. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 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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