Emerald Reports 2020 Financial Results
Emerald Holding, Inc. (NYSE:EEX) reported a net loss of $633.6 million for 2020, a significant increase from the $50.0 million loss in 2019, largely due to event cancellations amid the COVID-19 pandemic. Total revenues fell by 64.7% to $127.4 million. However, the company received $107 million in insurance claim payments and expects further claims for canceled events. Adjusted EBITDA dropped to $71.9 million from $127.8 million in 2019. Emerald completed its acquisition of PlumRiver, a strategic move aimed at enhancing its digital offerings.
- Received $107 million in insurance claim payments, with an additional $5.3 million pending.
- Acquisition of PlumRiver expected to enhance digital capabilities and customer engagement.
- Net loss of $633.6 million for 2020 compared to a $50 million loss in 2019.
- Total revenues decreased by 64.7% from the previous year.
Emerald Holding, Inc. (NYSE:EEX) (“Emerald” or the “Company”), a leading U.S. business-to-business platform producer of trade shows, events, conferences, marketing and B2B software solutions, today reported financial results for the year ended December 31, 2020.
Highlights
- Fourth quarter and full year results negatively impacted by event cancellations due to the COVID-19 pandemic
-
Impact of revenue declines on operating income partially offset by claim payments received under Emerald’s event cancellation insurance policy. Emerald is actively pursuing collection of the remaining unpaid amounts of filed insurance claims for its cancelled 2020 events, in addition to claims for its cancelled 2021 events.
-
To date, Emerald has submitted
$167.4 million in claims, which represents the net amount of budgeted gross revenues less avoided costs for impacted or cancelled events previously scheduled to take place in 2020 -
Insurance claim payments received to date total
$107.0 million , of which$89.1 million was received in 2020 and$17.9 million was received in the first quarter of 2021 -
Additional
$5.3 million in insurance claim payments recently approved and pending receipt - Emerald expects to submit incremental event cancellation insurance claims for events that were originally scheduled to take place in the first half of 2021, but have been cancelled or otherwise impacted
-
To date, Emerald has submitted
-
Net loss of
$633.6 million for full year 2020, compared to net loss of$50.0 million for full year 2019 -
Full year 2020 and 2019 net loss included non-cash charges of
$680.2 million and$86.1 million , respectively, related to impairment of goodwill and certain intangible assets -
Adjusted EBITDA, a non-GAAP measure, of
$71.9 million for full year 2020, compared to$127.8 million for full year 2019 (Refer to Schedule 2 for a reconciliation to net income, the most directly comparable GAAP measure) -
Adjusted Net income, a non-GAAP measure, of
$40.4 million for full year 2020, compared to$67.3 million for full year 2019 (Refer to Schedule 3 for a reconciliation to net income, the most directly comparable GAAP measure) -
Completed the acquisition of PlumRiver, LLC (“PlumRiver”) on December 31, 2020, for initial consideration of
$30.0 million in cash and$4.4 million in stock, plus deferred and potential contingent consideration of up to$13.0 million , subject to achievement of milestones and financial performance targets. PlumRiver, a leading provider of SaaS technology that streamlines the wholesale buying process for both brands and retail buyers, is expected to create a digital, year-round transactional platform for Emerald’s customers -
Emerald ended 2020 with
$295.3 million in cash and full availability of its$150 million revolving credit facility
Fourth Quarter and Full Year 2020 Financial Performance
|
|
Three Months Ended December 31, |
Year Ended December 31, |
|||||||||||||||||||||||||||||
|
|
2020 |
|
2019 |
|
Change |
|
% Change |
2020 |
|
2019 |
|
Change |
|
% Change |
|||||||||||||||||
|
|
(unaudited, dollars in millions, except percentages and per share data) |
||||||||||||||||||||||||||||||
Revenues |
|
$ |
12.2 |
|
|
$ |
44.9 |
|
|
$ |
(32.7 |
) |
|
|
(72.8 |
%) |
$ |
127.4 |
|
|
$ |
360.9 |
|
|
$ |
(233.5 |
) |
|
|
(64.7 |
%) |
|
Net loss |
|
$ |
(58.1 |
) |
|
$ |
(68.2 |
) |
|
$ |
10.1 |
|
|
|
14.8 |
% |
$ |
(633.6 |
) |
|
$ |
(50.0 |
) |
|
$ |
(583.6 |
) |
|
NM |
|
||
Net cash provided by (used in) operating activities |
|
$ |
5.6 |
|
|
$ |
16.2 |
|
|
$ |
(10.6 |
) |
|
|
(65.4 |
%) |
$ |
(37.1 |
) |
|
$ |
67.8 |
|
|
$ |
(104.9 |
) |
|
NM |
|
||
Diluted loss per share |
|
$ |
(0.91 |
) |
|
$ |
(0.96 |
) |
|
$ |
0.05 |
|
|
|
5.2 |
% |
$ |
(9.07 |
) |
|
$ |
(0.70 |
) |
|
$ |
(8.37 |
) |
|
NM |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP measures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
18.3 |
|
|
$ |
(1.5 |
) |
|
$ |
19.8 |
|
|
NM |
|
$ |
71.9 |
|
|
$ |
127.8 |
|
|
$ |
(55.9 |
) |
|
|
(43.7 |
%) |
||
Adjusted Net (Loss) Income |
|
$ |
(1.6 |
) |
|
$ |
(6.9 |
) |
|
$ |
5.3 |
|
|
NM |
|
$ |
40.4 |
|
|
$ |
67.3 |
|
|
$ |
(26.9 |
) |
|
|
(40.0 |
%) |
||
Adjusted Diluted EPS |
|
$ |
(0.02 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.08 |
|
|
NM |
|
$ |
0.56 |
|
|
$ |
0.93 |
|
|
$ |
(0.37 |
) |
|
|
(39.6 |
%) |
||
Free Cash Flow |
|
$ |
4.7 |
|
|
$ |
14.1 |
|
|
$ |
(9.4 |
) |
|
|
(66.7 |
%) |
$ |
(41.1 |
) |
|
$ |
63.9 |
|
|
$ |
(105.0 |
) |
|
NM |
|
||
Hervé Sedky, Emerald’s President and Chief Executive Officer, commented, “I am thrilled to have joined Emerald given its portfolio of industry leading shows combined with the opportunity that I see for the business and the trade show industry in the years to come. Additionally, the strategic initiatives implemented by our management team over the last 18 months are exactly what I believe was necessary to position Emerald for a return to organic growth while expanding the business into new, digital offerings to enhance customer engagement. I am excited to build on these initiatives as we focus Emerald on three key pillars to drive value. First, we will continue to keep our customers at the center of everything that we do as we work to deliver solutions that meet their needs. Second, we must ensure that we engage with our customers 365 days a year and our acquisition of PlumRiver will enhance the meaningful steps that Emerald has taken to expand its digital presence this past year. Lastly, we will continue to thoughtfully grow our portfolio through both new show launches and acquisitions that expand our scale in those sectors and solutions that are complementary to our existing portfolio.”
David Doft, Emerald’s Chief Financial Officer, added, “Over the last year, we have taken meaningful steps to improve our operations. We reorganized our sales and marketing functions, developed a consolidated customer data hub so that we can better understand and serve our customers’ interests and needs, reduced our expense structure, and meaningfully improved our liquidity through our
COVID-19 Operational and Expected Insurance Recovery Update
Emerald remains focused on the health and safety of its employees and customers given this ongoing, unprecedented environment. Substantially all employees continue to work in a remote environment and Emerald is actively engaging the Company’s communities with new on-line offerings while planning for future events.
The rapid spread of COVID-19 and the resulting limitations placed on travel and gatherings have had a material impact on Emerald’s ability to deliver large, in-person experiences which has necessitated substantial show calendar changes. To date, Emerald has cancelled a total of 108 events. Of the 108 cancelled events, 94 were scheduled to stage in 2020, representing
Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered causes. Specifically, these causes include event cancellation caused by the outbreak of communicable diseases, including COVID-19. Emerald’s policy provides coverage for the budgeted amount of gross revenues (less avoided costs, plus certain costs relating to the taking of remedial action) for each of the Company’s individual events and conferences occurring within a calendar year. The aggregate limit under this event cancellation insurance policy is approximately
In addition to this primary policy, Emerald maintains a separate event cancellation insurance policy for the Surf Expo Summer 2020 and Surf Expo Winter 2021 shows, with respective coverage limits of
The Company has submitted insurance claims for each of its 2020 cancelled shows. For events previously scheduled to take place in 2020, Emerald has submitted approximately
While there is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policies, the Company believes that all shows that have been cancelled or postponed due to COVID-19 to date should qualify as covered losses with respect to these event cancellation insurance policies.
Financial & Operational Results, Quarter Year Ended December 31, 2020
For the fourth quarter of 2020, Emerald reported revenues of
The Company recognized a net loss of
For the fourth quarter of 2020, Adjusted EBITDA was
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 2 for a reconciliation of Adjusted EBITDA to net loss (discussed in the second paragraph of this section), the most directly comparable GAAP measure.
Financial & Operational Results, Year Ended December 31, 2020
For 2020, Emerald reported revenues of
The Company incurred a net loss of
For fiscal 2020, Adjusted EBITDA was
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 2 for a reconciliation of Adjusted EBITDA to net loss (discussed in the second paragraph of this section), the most directly comparable GAAP measure.
Cash Flow
Net cash provided by operating activities was
Capital expenditures were
Free Cash Flow, which the Company defines as net cash provided by operating activities less capital expenditures, was an inflow of
Emerald acquired EDspaces and PlumRiver in the fourth quarter of 2020 for an aggregate amount of
Net cash used in operating activities was
Capital expenditures were
Free Cash Flow, which the Company defines as net cash used in or provided by operating activities less capital expenditures, was an outflow of
For a discussion 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 (used in) 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 will hold a conference call to discuss its fourth quarter 2020 results at 11:00 am EST on Thursday, February 18, 2021.
The conference call can be accessed by dialing 1-877-407-9039 (domestic) or 1-201-689-8470 (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 13716204. The replay will be available until 11:59 pm (Eastern Time) on February 25, 2021.
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 is a leader in building dynamic, market-driven business-to-business platforms that integrate live events with a broad array of industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. As true partners, we at Emerald strive to build our customers’ businesses by creating opportunities that inspire, amaze, and deliver breakthrough results. With over 140 events each year, our teams are creators and connectors who are thoroughly immersed in the industries we serve and committed to supporting the communities in which we operate.
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.
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, (iii) material show scheduling adjustments and (iv) event cancellations for which the Company has received, or expects to receive, claim proceeds from its event cancellation insurance policy. 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.
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, (ii) income tax benefit, (iii) depreciation and amortization, (iv) stock-based compensation, (v) deferred revenue adjustment, (vi) goodwill and other intangible asset impairment charge, (vii) material show scheduling adjustments, and (viii) other items that management believes are not part of our core operations.
In addition to net income presented in accordance with GAAP, we present Adjusted Net Income because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our presentation of Adjusted Net Income adjusts net income for (i) stock-based compensation, (ii) deferred revenue, (iii) goodwill and other intangible asset impairment charges, (iv) other items that management believes are not part of our core operations, (v) amortization of deferred financing fees and discount, (vi) amortization of acquired intangible assets and (vii) tax adjustments related to non-GAAP adjustments.
We use Adjusted Net Income as a supplemental metric to evaluate our business’s performance in a way that also considers our ability to generate profit without the impact of certain items.
For example, it is useful to exclude stock-based compensation expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business, and these expenses can vary significantly across periods due to timing of new stock-based awards. We also exclude professional fees associated with debt refinancing, the amortization of acquired intangible assets and certain discrete costs, including deferred revenue adjustments, impairment charges and transaction costs (including professional fees and other expenses associated with acquisition activity) in order to facilitate a period-over-period comparison of our financial performance. This measure also reflects an adjustment for the difference between cash amounts paid in respect of taxes and the amount of tax recorded in accordance with GAAP. Each of the normal recurring adjustments and other adjustments described in this paragraph help to provide management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are noncash expenses.
Adjusted Net Income is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted Net Income should not be considered in isolation or as an alternative to net income, cash flows from operating activities or other measures determined in accordance with GAAP. Also, Adjusted Net Income is not necessarily comparable to similarly titled measures presented by other companies.
Adjusted Diluted EPS is defined as Adjusted Net Income divided by diluted weighted average common shares outstanding.
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.
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 expectations arising from the severe impact of COVID-19 on our business; our ability to recover insurance proceeds under current policies; the timing of any such recoveries and our ability to obtain similar event cancellation insurance in the future; the timing for rescheduled trade show events; our ability to successfully integrate the PlumRiver acquisition; and the benefits of our cost reduction initiatives. 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 and Comprehensive Loss (unaudited, dollars in millions, share data in thousands, except earnings per share data) |
||||||||||||||||
|
|
Three Months |
|
Three Months |
|
Year |
|
Year |
||||||||
Ended |
|
Ended |
|
Ended |
|
Ended |
||||||||||
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
||||||||||
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||||
Revenues |
|
$ |
12.2 |
|
|
$ |
44.9 |
|
|
$ |
127.4 |
|
|
$ |
360.9 |
|
Other income |
|
|
42.7 |
|
|
|
- |
|
|
|
107.0 |
|
|
|
6.1 |
|
Cost of revenues |
|
|
10.5 |
|
|
|
17.4 |
|
|
|
57.6 |
|
|
|
120.2 |
|
Selling, general and administrative expense |
|
|
29.8 |
|
|
|
31.5 |
|
|
|
118.6 |
|
|
|
133.4 |
|
Depreciation and amortization expense |
|
|
11.4 |
|
|
|
12.7 |
|
|
|
48.6 |
|
|
|
52.0 |
|
Goodwill impairment charges |
|
|
39.4 |
|
|
|
59.8 |
|
|
|
603.4 |
|
|
|
69.1 |
|
Intangible asset impairment charges |
|
|
17.4 |
|
|
|
- |
|
|
|
76.8 |
|
|
|
17.0 |
|
Operating loss |
|
|
(53.6 |
) |
|
|
(76.5 |
) |
|
|
(670.6 |
) |
|
|
(24.7 |
) |
Interest expense, net |
|
|
4.1 |
|
|
|
7.0 |
|
|
|
20.6 |
|
|
|
30.3 |
|
Loss before income taxes |
|
|
(57.7 |
) |
|
|
(83.5 |
) |
|
|
(691.2 |
) |
|
|
(55.0 |
) |
Provision for (Benefit from) income taxes |
|
|
0.4 |
|
|
|
(15.3 |
) |
|
|
(57.6 |
) |
|
|
(5.0 |
) |
Net loss and comprehensive loss attributable to Emerald Holding, Inc. |
|
$ |
(58.1 |
) |
|
$ |
(68.2 |
) |
|
$ |
(633.6 |
) |
|
$ |
(50.0 |
) |
Accretion on |
|
|
(7.1 |
) |
|
|
- |
|
|
|
(14.1 |
) |
|
|
- |
|
Net loss and comprehensive loss attributable to Emerald Holding, Inc. common shareholders |
|
$ |
(65.2 |
) |
|
$ |
(68.2 |
) |
|
$ |
(647.7 |
) |
|
$ |
(50.0 |
) |
Basic loss per share |
|
$ |
(0.91 |
) |
|
$ |
(0.96 |
) |
|
$ |
(9.07 |
) |
|
$ |
(0.70 |
) |
Diluted loss per share |
|
$ |
(0.91 |
) |
|
$ |
(0.96 |
) |
|
$ |
(9.07 |
) |
|
$ |
(0.70 |
) |
Basic weighted average common shares outstanding |
|
|
71,413 |
|
|
|
71,349 |
|
|
|
71,431 |
|
|
|
71,719 |
|
Diluted weighted average common shares outstanding |
|
|
71,413 |
|
|
|
71,349 |
|
|
|
71,431 |
|
|
|
71,719 |
|
Emerald Holding, Inc. Condensed Consolidated Balance Sheets (dollars in millions, share data in thousands, except par value) |
||||||||
|
|
December 31, |
|
December 31, |
||||
2020 |
|
2019 |
||||||
|
|
(unaudited) |
|
|||||
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
295.3 |
|
|
$ |
9.6 |
|
Trade and other receivables, net of allowances of
|
|
|
30.7 |
|
|
|
60.1 |
|
Insurance receivables |
|
|
17.8 |
|
|
|
- |
|
Prepaid expenses |
|
|
8.5 |
|
|
|
24.0 |
|
Total current assets |
|
|
352.3 |
|
|
|
93.7 |
|
Noncurrent assets |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
3.9 |
|
|
|
4.2 |
|
Intangible assets, net |
|
|
275.0 |
|
|
|
373.8 |
|
Goodwill |
|
|
404.3 |
|
|
|
980.3 |
|
Right-of-use assets |
|
|
16.0 |
|
|
|
18.3 |
|
Other noncurrent assets |
|
|
2.9 |
|
|
|
1.4 |
|
Total assets |
|
$ |
1,054.4 |
|
|
$ |
1,471.7 |
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
$ |
31.1 |
|
|
$ |
22.2 |
|
Cancelled event liabilities |
|
|
25.9 |
|
|
|
- |
|
Deferred revenues |
|
|
48.6 |
|
|
|
187.3 |
|
Revolving credit facility |
|
|
- |
|
|
|
10.0 |
|
Right-of-use liabilities, current portion |
|
|
4.3 |
|
|
|
4.1 |
|
Term loan, current portion |
|
|
5.7 |
|
|
|
5.7 |
|
Total current liabilities |
|
|
115.6 |
|
|
|
229.3 |
|
Noncurrent liabilities |
|
|
|
|
|
|
|
|
Term loan, net of discount and deferred financing fees |
|
|
515.3 |
|
|
|
519.7 |
|
Deferred tax liabilities, net |
|
|
1.9 |
|
|
|
60.0 |
|
Right-of-use liabilities |
|
|
13.4 |
|
|
|
15.7 |
|
Other noncurrent liabilities |
|
|
13.8 |
|
|
|
6.8 |
|
Total liabilities |
|
|
660.0 |
|
|
|
831.5 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
|
|
Series A Convertible Participating Preferred stock, |
|
|
0.7 |
|
|
|
- |
|
Common stock, outstanding shares: 72,195 and 71,352 at December 31, 2020 and 2019, respectively |
|
|
0.7 |
|
|
|
0.7 |
|
Additional paid-in capital |
|
|
1,089.2 |
|
|
|
701.1 |
|
Accumulated deficit |
|
|
(696.2 |
) |
|
|
(61.6 |
) |
Total shareholders’ equity |
|
|
394.4 |
|
|
|
640.2 |
|
Total liabilities and shareholders’ equity |
|
$ |
1,054.4 |
|
|
$ |
1,471.7 |
|
Schedule 1 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF REVENUES TO ORGANIC REVENUES |
||||||||||||||||||||||||||||||||
|
|
Three Months |
|
|
|
Year |
|
|
||||||||||||||||||||||||
Ended December 31, |
Change |
Ended December 31, |
Change |
|||||||||||||||||||||||||||||
|
|
2020 |
|
2019 |
|
$ |
|
% |
|
2020 |
|
2019 |
|
$ |
|
% |
||||||||||||||||
|
|
(dollars in millions) |
|
|||||||||||||||||||||||||||||
(unaudited) |
||||||||||||||||||||||||||||||||
Revenues |
|
$ |
12.2 |
|
|
$ |
44.9 |
|
|
$ |
(32.7 |
) |
|
|
(72.8 |
%) |
|
$ |
127.4 |
|
|
$ |
360.9 |
|
|
$ |
(233.5 |
) |
|
|
(64.7 |
%) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition revenues |
|
|
(0.2 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(7.2 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
Discontinued events |
|
|
- |
|
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(6.7 |
) |
|
|
|
|
|
|
|
|
COVID-19 cancellations(1) |
|
|
- |
|
|
|
(32.7 |
) |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(230.6 |
) |
|
|
|
|
|
|
|
|
Organic revenues |
|
$ |
12.0 |
|
|
$ |
11.0 |
|
|
$ |
1.0 |
|
|
|
9.1 |
% |
|
$ |
120.2 |
|
|
$ |
123.6 |
|
|
$ |
(3.4 |
) |
|
|
(2.8 |
%) |
Notes: |
|
|
(1) |
Represents reduction in revenues as a result of the cancellation of certain events in each quarter of fiscal 2020, compared to all events that staged in fiscal 2019, due to COVID-19. The Company believes the financial impact, net of costs saved, will be partially offset by event cancellation insurance proceeds from pending claims. |
Schedule 2 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA |
||||||||||||||||
|
|
Three Months |
|
Year |
||||||||||||
Ended December 31, |
|
Ended December 31, |
||||||||||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
|
(dollars in millions) |
||||||||||||||
(unaudited) |
||||||||||||||||
Net loss |
|
$ |
(58.1 |
) |
|
$ |
(68.2 |
) |
|
$ |
(633.6 |
) |
|
$ |
(50.0 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
4.1 |
|
|
|
7.0 |
|
|
|
20.6 |
|
|
|
30.3 |
|
Provision for (benefit from) for income taxes |
|
|
0.4 |
|
|
|
(15.3 |
) |
|
|
(57.6 |
) |
|
|
(5.0 |
) |
Goodwill impairment charges(1) |
|
|
39.4 |
|
|
|
59.8 |
|
|
|
603.4 |
|
|
|
69.1 |
|
Intangible asset impairment charges(2) |
|
|
17.4 |
|
|
|
- |
|
|
|
76.8 |
|
|
|
17.0 |
|
Depreciation and amortization |
|
|
11.4 |
|
|
|
12.7 |
|
|
|
48.6 |
|
|
|
52.0 |
|
Stock-based compensation |
|
|
2.5 |
|
|
|
1.6 |
|
|
|
6.7 |
|
|
|
7.7 |
|
Deferred revenue adjustment |
|
|
- |
|
|
|
0.1 |
|
|
|
- |
|
|
|
0.3 |
|
Other items(3) |
|
|
1.2 |
|
|
|
0.8 |
|
|
|
7.0 |
|
|
|
6.4 |
|
Adjusted EBITDA |
|
$ |
18.3 |
|
|
$ |
(1.5 |
) |
|
$ |
71.9 |
|
|
$ |
127.8 |
|
Notes: |
|
|
(1) |
For the three months ended December 31, 2020 and 2019, represents non-cash charges of |
|
For the year ended December 31, 2020, represents a non-cash charge of |
||
For the year ended December 31, 2019, represents a non-cash charge of |
||
(2) |
Intangible asset impairment charges for the three months ended December 31, 2020 represent non-cash charges of |
|
Intangible asset impairment charges for the year ended December 31, 2020 represent non-cash charges of |
||
Intangible asset impairment charges for the year ended December 31, 2019 represent non-cash charges of |
||
(3) |
Other items for the three months ended December 31, 2020 included: (i) |
Schedule 3 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED NET (LOSS) INCOME |
||||||||||||||||
|
|
Three Months |
|
Year |
||||||||||||
Ended December 31, |
|
Ended December 31, |
||||||||||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
|
(dollars in millions) |
||||||||||||||
(share data in thousands, except per share data) |
||||||||||||||||
(unaudited) |
||||||||||||||||
Net loss |
|
$ |
(58.1 |
) |
|
$ |
(68.2 |
) |
|
$ |
(633.6 |
) |
|
$ |
(50.0 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
2.5 |
|
|
|
1.6 |
|
|
|
6.7 |
|
|
|
7.7 |
|
Deferred revenue adjustment |
|
|
- |
|
|
|
0.1 |
|
|
|
- |
|
|
|
0.3 |
|
Goodwill impairment charges(1) |
|
|
39.4 |
|
|
|
59.8 |
|
|
|
603.4 |
|
|
|
69.1 |
|
Intangible asset impairment charges(2) |
|
|
17.4 |
|
|
|
- |
|
|
|
76.8 |
|
|
|
17.0 |
|
Other items(3) |
|
|
1.2 |
|
|
|
0.8 |
|
|
|
7.0 |
|
|
|
6.4 |
|
Amortization of deferred financing fees and discount |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
1.5 |
|
|
|
1.4 |
|
Amortization of acquired intangible assets |
|
|
11.0 |
|
|
|
12.1 |
|
|
|
46.0 |
|
|
|
49.6 |
|
Tax adjustments related to non-GAAP adjustments(4) |
|
|
(15.4 |
) |
|
|
(13.4 |
) |
|
|
(67.4 |
) |
|
|
(34.2 |
) |
Adjusted Net (Loss) Income |
|
$ |
(1.6 |
) |
|
$ |
(6.9 |
) |
|
$ |
40.4 |
|
|
$ |
67.3 |
|
Adjusted basic (loss) earnings per share |
|
$ |
(0.02 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.57 |
|
|
$ |
0.94 |
|
Adjusted diluted (loss) earnings per share |
|
$ |
(0.02 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.56 |
|
|
$ |
0.93 |
|
Basic weighted average common shares outstanding |
|
|
71,413 |
|
|
|
71,349 |
|
|
|
71,431 |
|
|
|
71,719 |
|
Diluted weighted average common shares outstanding |
|
|
71,413 |
|
|
|
71,349 |
|
|
|
71,485 |
|
|
|
72,555 |
|
Notes: |
|
|
(1) |
Represents non-cash goodwill impairment charges described in Note 1 to Schedule 2 above. |
|
(2) |
Represents non-cash intangible asset impairment charges described in Note 2 to Schedule 2 above. |
|
(3) |
Represents other items described in Note 3 to Schedule 2 above. |
|
(4) |
Reflects application of U.S. federal and state enterprise tax rate of |
Schedule 4 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW |
||||||||||||||||
|
|
Three Months |
|
Year |
||||||||||||
Ended December 31, |
Ended December 31, |
|||||||||||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
|
(dollars in millions) |
||||||||||||||
(unaudited) |
||||||||||||||||
Net Cash Provided by (Used in) Operating Activities |
|
$ |
5.6 |
|
|
$ |
16.2 |
|
|
$ |
(37.1 |
) |
|
$ |
67.8 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
0.9 |
|
|
|
2.1 |
|
|
|
4.0 |
|
|
|
3.9 |
|
Free Cash Flow |
|
$ |
4.7 |
|
|
$ |
14.1 |
|
|
$ |
(41.1 |
) |
|
$ |
63.9 |
|
Schedule 5 Emerald Holding, Inc. UNAUDITED RECONCILIATION OF REPORTABLE SEGMENTS RESULTS TO LOSS BEFORE TAXES |
||||||||||||||||
|
|
Three Months |
|
Year Ended |
||||||||||||
Ended December 31, |
|
Ended December 31, |
||||||||||||||
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
|
(dollars in millions) |
||||||||||||||
(unaudited) |
||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commerce |
|
$ |
4.2 |
|
|
$ |
6.0 |
|
|
$ |
56.9 |
|
|
$ |
184.7 |
|
Design and Technology |
|
|
5.5 |
|
|
|
30.7 |
|
|
|
51.2 |
|
|
|
139.9 |
|
All Other |
|
|
2.5 |
|
|
|
8.2 |
|
|
|
19.3 |
|
|
|
36.3 |
|
Total revenues |
|
$ |
12.2 |
|
|
$ |
44.9 |
|
|
$ |
127.4 |
|
|
$ |
360.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commerce |
|
|
24.9 |
|
|
|
- |
|
|
$ |
70.3 |
|
|
|
6.1 |
|
Design and Technology |
|
|
16.6 |
|
|
|
- |
|
|
|
32.5 |
|
|
|
- |
|
All Other |
|
|
1.2 |
|
|
|
- |
|
|
|
4.2 |
|
|
|
- |
|
Total other income |
|
$ |
42.7 |
|
|
$ |
- |
|
|
$ |
107.0 |
|
|
$ |
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commerce |
|
$ |
19.6 |
|
|
$ |
(1.7 |
) |
|
$ |
74.8 |
|
|
$ |
104.2 |
|
Design and Technology |
|
|
11.1 |
|
|
|
12.3 |
|
|
|
35.1 |
|
|
|
55.8 |
|
All Other |
|
|
(0.2 |
) |
|
|
1.8 |
|
|
|
2.9 |
|
|
|
9.1 |
|
Subtotal Adjusted EBITDA |
|
$ |
30.5 |
|
|
$ |
12.4 |
|
|
$ |
112.8 |
|
|
$ |
169.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate and other expenses |
|
|
(12.2 |
) |
|
|
(13.9 |
) |
|
|
(40.9 |
) |
|
|
(41.3 |
) |
Interest expense |
|
|
(4.1 |
) |
|
|
(7.0 |
) |
|
|
(20.6 |
) |
|
|
(30.3 |
) |
Goodwill impairment charges |
|
|
(39.4 |
) |
|
|
(59.8 |
) |
|
|
(603.4 |
) |
|
|
(69.1 |
) |
Intangible asset impairment charges |
|
|
(17.4 |
) |
|
|
- |
|
|
|
(76.8 |
) |
|
|
(17.0 |
) |
Depreciation and amortization expense |
|
|
(11.4 |
) |
|
|
(12.7 |
) |
|
|
(48.6 |
) |
|
|
(52.0 |
) |
Stock-based compensation expense |
|
|
(2.5 |
) |
|
|
(1.6 |
) |
|
|
(6.7 |
) |
|
|
(7.7 |
) |
Deferred revenue adjustment |
|
|
- |
|
|
|
(0.1 |
) |
|
|
- |
|
|
|
(0.3 |
) |
Other items |
|
|
(1.2 |
) |
|
|
(0.8 |
) |
|
|
(7.0 |
) |
|
|
(6.4 |
) |
Loss before taxes |
|
$ |
(57.7 |
) |
|
$ |
(83.5 |
) |
|
$ |
(691.2 |
) |
|
$ |
(55.0 |
) |
View source version on businesswire.com: https://www.businesswire.com/news/home/20210218005324/en/
FAQ
What were Emerald Holding's revenues for 2020?
How much did Emerald lose in 2020 compared to 2019?
What is the stock symbol for Emerald Holding?
What impact did COVID-19 have on Emerald's financial results?
What insurance claims has Emerald filed due to event cancellations?
