UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, zip code)
(Registrant’s telephone number, including area code): (
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 5, 2024, there were
EMERALD HOLDING, INC.
TABLE OF CONTENTS
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about general economic conditions, or more specifically about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this report are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including the trends and other factors discussed in this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect the trading price of our common stock on the New York Stock Exchange. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to:
1
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this report are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this report. 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.
Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report.
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Emerald Holding, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(dollars in millions, share data in thousands, except par value) |
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June 30, |
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December 31, |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Trade and other receivables, net of allowances of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Noncurrent assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill, net |
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Right-of-use lease assets |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity |
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Current liabilities |
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Accounts payable and other current liabilities |
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$ |
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$ |
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Income tax payable |
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Cancelled event liabilities |
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Deferred revenues |
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Contingent consideration |
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Right-of-use lease liabilities, current portion |
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Term loan, current portion |
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Total current liabilities |
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Noncurrent liabilities |
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Term loan, net of discount and deferred financing fees |
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Deferred tax liabilities, net |
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Right-of-use lease liabilities, noncurrent portion |
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Other noncurrent liabilities |
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Total liabilities |
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Redeemable convertible preferred stock |
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7% Series A Redeemable Convertible Participating Preferred stock, $ |
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Stockholders’ equity (deficit) |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity (deficit) |
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( |
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Total liabilities, redeemable convertible preferred stock and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Emerald Holding, Inc.
Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income
(unaudited)
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Three Months Ended |
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Six Months Ended |
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(dollars in millions, share data in thousands except earnings per share) |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Other income, net |
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Cost of revenues |
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Selling, general and administrative expense |
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Depreciation and amortization expense |
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Operating income (loss) |
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Interest expense |
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Interest income |
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Loss on extinguishment of debt |
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Other expense |
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(Loss) income before income taxes |
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( |
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( |
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( |
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(Benefit from) provision for income taxes |
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( |
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( |
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( |
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Net (loss) income and comprehensive |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Accretion to redemption value of redeemable |
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( |
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( |
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( |
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( |
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Net loss and comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Basic loss per share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Diluted loss per share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Basic weighted average common shares |
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Diluted weighted average common shares |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Emerald Holding, Inc.
(unaudited)
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Three Months Ended June 30, 2024 |
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(shares in thousands; dollars in millions) |
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Total Emerald Holding, Inc. Stockholders’ Equity (Deficit) |
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity (Deficit) |
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Balances at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock under |
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— |
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— |
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— |
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— |
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Accretion to redemption value of |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Redeemable convertible preferred |
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( |
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( |
) |
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— |
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Net loss and comprehensive |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balances at June 30, 2024 |
|
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Six Months Ended June 30, 2024 |
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(shares in thousands; dollars in millions) |
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Total Emerald Holding, Inc. Stockholders’ Equity (Deficit) |
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity (Deficit) |
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|||||||
Balances at December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
|||||
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock under |
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— |
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— |
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— |
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— |
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Accretion to redemption value of |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Redeemable convertible preferred |
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( |
) |
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( |
) |
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— |
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Repurchase of common stock |
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— |
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— |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
Preferred stock cash dividend |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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Net income and comprehensive |
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— |
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— |
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— |
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— |
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— |
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Balances at June 30, 2024 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Emerald Holding, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(unaudited)—Continued
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Three Months Ended June 30, 2023 |
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(shares in thousands; dollars in millions) |
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Total Emerald Holding, Inc. Stockholders’ Deficit |
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Deficit |
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Balances at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
|||||
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Accretion to redemption value of |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
|
Redeemable convertible preferred |
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( |
) |
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( |
) |
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— |
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— |
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|||
Net loss and comprehensive |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balances at June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
|||||
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|||||||
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Six Months Ended June 30, 2023 |
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(shares in thousands; dollars in millions) |
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Total Emerald Holding, Inc. Stockholders’ Deficit |
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|||||||||||||||||||
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Total |
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|||||||||||||
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Deficit |
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|||||||
Balances at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
|||||
Stock-based compensation |
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— |
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— |
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— |
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— |
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|||
Issuance of common stock under |
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— |
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— |
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— |
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— |
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— |
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— |
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Accretion to redemption value of |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Redeemable convertible preferred |
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( |
) |
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( |
) |
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— |
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— |
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|||
Repurchase of common stock |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
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— |
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( |
) |
Net loss and comprehensive |
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— |
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— |
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— |
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— |
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— |
|
|
|
( |
) |
|
|
( |
) |
Balances at June 30, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Emerald Holding, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions) |
|
Six Months |
|
|
Six Months |
|
||
Operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Loss on disposal of fixed assets |
|
|
|
|
|
|
||
Non-cash operating lease expense |
|
|
|
|
|
|
||
Amortization of deferred financing fees and debt discount |
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Remeasurement of contingent consideration |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities, net of effect of |
|
|
|
|
|
|
||
Trade and other receivables |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
||
Accounts payable and other current liabilities |
|
|
|
|
|
( |
) |
|
Cancelled event liabilities |
|
|
|
|
|
( |
) |
|
Contingent consideration |
|
|
( |
) |
|
|
|
|
Income tax payable |
|
|
( |
) |
|
|
( |
) |
Deferred revenues |
|
|
( |
) |
|
|
|
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other noncurrent liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
||
Acquisition of businesses, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Working capital adjustment receivable from seller |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of intangible assets |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities |
|
|
|
|
|
|
||
Payment of contingent consideration for acquisition of businesses |
|
|
|
|
|
( |
) |
|
Repayment of principal on Amended and Restated Term Loan Facility |
|
|
|
|
|
( |
) |
|
Proceeds from Extended Term Loan Facility |
|
|
|
|
|
|
||
Repayment of principal on Extended Term Loan Facility |
|
|
( |
) |
|
|
|
|
Original issuance discount |
|
|
|
|
|
( |
) |
|
Fees paid for debt issuance |
|
|
|
|
|
( |
) |
|
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
Preferred stock cash dividend |
|
|
( |
) |
|
|
|
|
Proceeds from issuance of common stock under equity plans |
|
|
|
|
|
|
||
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents |
|
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
|
||
End of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Emerald Holding, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)—Continued
(in millions) |
|
Six Months |
|
|
Six Months |
|
||
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Unpaid purchases of intangible assets |
|
$ |
|
|
$ |
|
||
Conversion of redeemable convertible preferred stock to common stock |
|
$ |
|
|
$ |
|
||
Amended and Restated Term Loan Facility |
|
$ |
|
|
$ |
( |
) |
|
Extended Term Loan Facility |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Emerald Holding, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included.
These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, and therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2023. The December 31, 2023 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2023.
The results for the three and six months ended June 30, 2024 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. The standard is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The standard should be applied on a prospective basis although retrospective application is permitted. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements.
There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto.
Revenue Recognition and Deferred Revenue
Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services. Fees are typically invoiced and collected in-full prior to the trade show or event.
9
A significant portion of the Company’s annual revenue is generated from the Connections segment, primarily related to the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. Trade show and other events revenues represented approximately
Content revenues primarily consist of advertising sales for digital products and industry publications that complement the event properties, custom content agency revenues and subscription fees for educational and e-learning services. Advertising sales and custom content revenues are recognized in the period in which the custom content and digital products are provided or publications are issued. Subscription fees for educational and e-learning services are billed and collected at the subscription date. Typically, the fees charged are collected after the custom content and digital products are delivered or publications are issued.
Commerce revenues primarily consist of software-as-a-service subscription revenue, implementation fees and professional services. Fees associated with implementation are deferred and recognized over the expected customer life, which is
Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues were $
The accounts receivable and deferred revenue balances related to cancelled events are classified as cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of June 30, 2024, cancelled event liabilities of $
Performance Obligations
For the Company’s trade shows and other events, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied, which is typically at the completion of a show or event. Revenue is measured as the amount of consideration the Company earns upon completion of its performance obligations.
For the Company’s commerce offerings, the Company may enter into contracts with customers that include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is
For the Company’s content offerings, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company earns upon completion of its performance obligations.
The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of
10
Disaggregation of Revenue
The following table represents revenues disaggregated by type:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues |
|
(in millions) |
|
|||||||||||||
Connections |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Content |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commerce |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract Balances
The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services, which are expensed over the expected customer relationship period. As of June 30, 2024, the Company does not have material contract assets.
Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services. Contract liabilities less than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets in other noncurrent liabilities.
The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for publications are short term, as sales typically begin up to
Accounts Receivable
The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three and six months ended June 30, 2024, were $
2024 Acquisitions
The Futurist
On May 7, 2024, the Company executed an asset purchase agreement to acquire the assets and assume certain liabilities of the Blockchain Futurist Conference and its associated experiences (collectively known as the “Futurist”). The total estimated purchase price of $
11
Hotel Interactive
In furtherance of the Company’s portfolio optimization strategy to enhance its best-in-class hosted buyer platform, the Company executed an asset purchase agreement on January 19, 2024 to acquire all the assets and assume certain liabilities of the business known as Hotel Interactive. Hotel Interactive produces hosted buyer events in the hotel, hospitality, food service and healthcare and senior living space sectors. The total estimated purchase price of $
The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates.
External acquisition costs of $
The primary tasks that are required to be completed to finalize the valuation of assets and liabilities acquired include validation of business level forecasts, customer attrition rates and acquired working capital balances.
The contingent consideration liability related to the acquisition of Hotel Interactive consists of two potential payments, the interim payment and the final payment. The interim payment is based on a range of multiples, which are dependent upon the acquisition’s compounded annual EBITDA growth rate from 2023 to 2024, being applied to the 2024 EBITDA growth from a specified EBITDA target. The interim payment will be settled in the second quarter of 2025. The final payment is based on a range of multiples, which are dependent upon the acquisition’s
Identified intangible assets associated with Hotel Interactive included trade name and customer relationship intangible assets of $
The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:
(in millions) |
|
January 19, |
|
|
Trade and other receivables |
|
$ |
|
|
Prepaid expenses and other current assets |
|
|
|
|
Goodwill |
|
|
|
|
Intangible assets |
|
|
|
|
Deferred revenues |
|
|
( |
) |
Purchase price, including working capital adjustment |
|
$ |
|
|
12
Supplemental Pro-Forma Information
Supplemental information on an unaudited pro-forma basis is reflected as if the 2023 and 2024 acquisitions had occurred at the beginning of 2023, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable and reflects amortization of intangible assets as a result of the acquisition. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisition at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||
|
|
2023 |
|
|
2023 |
|
||
(in millions) |
|
(Unaudited) |
|
|||||
Pro-forma revenues(1)(2) |
|
|
|
|
|
|
||
Hotel Interactive |
|
$ |
|
|
$ |
|
||
Emerald revenue |
|
|
|
|
|
|
||
Total pro-forma revenues |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Pro-forma net (loss) income(2) |
|
|
|
|
|
|
||
Hotel Interactive |
|
$ |
|
|
$ |
|
||
Lodestone |
|
|
— |
|
|
|
( |
) |
Emerald net loss |
|
|
( |
) |
|
|
( |
) |
Total pro-forma net (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
Property and equipment, net, consisted of the following:
(in millions) |
|
June 30, |
|
|
December 31, |
|
||
Furniture, equipment and other |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense related to property and equipment for the three and six months ended June 30, 2024 was $
13
Intangible Assets, Net
Intangible assets, net consisted of the following:
(in millions) |
|
Indefinite- |
|
|
Customer |
|
|
Definite- |
|
|
Acquired |
|
|
Acquired |
|
|
Computer |
|
|
Capitalized |
|
|
Total |
|
||||||||
Gross carrying |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Accumulated amortization |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net carrying |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross carrying |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Accumulated amortization |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net carrying |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Amortization expense for the three and six months ended June 30, 2024 was $
Impairment of Indefinite-Lived Intangible Assets
During the three and six months ended June 30, 2024 and 2023, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s indefinite-lived intangible assets was impaired. As such, no quantitative assessment for impairment was required during the first and second quarters of 2024 and 2023.
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets
During the three and six months ended June 30, 2024 and 2023, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no quantitative assessment for impairment was required during the first and second quarters of 2024 and 2023.
Goodwill
The table below summarizes the changes in the carrying amount of goodwill for each reportable segment:
|
|
Reportable Segment |
|
|
|
|
|
|
|
|||
(in millions) |
|
Connections |
|
|
All Other |
|
|
Total |
|
|||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Acquired goodwill |
|
|
|
|
|
— |
|
|
|
|
||
Balance at June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Impairment of Goodwill
During the three and six months ended June 30, 2024 and 2023, management determined there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s goodwill is not recoverable. As such, no quantitative assessment for impairment was required during the first and second quarters of 2024 and 2023.
14
Debt is comprised of the following indebtedness to various lenders:
(in millions) |
|
June 30, |
|
|
December 31, |
|
||
Extended Term Loan Facility, with |
|
$ |
|
|
$ |
|
||
Less: Current maturities |
|
|
|
|
|
|
||
Long-term debt, net of current maturities, debt |
|
$ |
|
|
$ |
|
||
Term Loan Facility
On June 12, 2023, (the “Term Loan Amendment Effective Date”) Emerald X, Inc. (“Emerald X”), a wholly-owned subsidiary of the Company, entered into a Sixth Amendment (the “Term Loan Amendment”) to its Amended and Restated Credit Agreement by and among Emerald X, as Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of May 22, 2017 (as amended from time to time, the “Amended and Restated Credit Agreement”). The Term Loan Amendment extended the maturity of the term loans outstanding under the Amended and Restated Credit Agreement (such term loan facility, as effect prior to the Term Loan Amendment Effective Date, the “Amended and Restated Term Loan Facility”, and as extended by the Term Loan Amendment, the “Extended Term Loan Facility”) from
The Term Loan Amendment replaced the interest rate applicable to the term loans with a rate equal to, at the option of Emerald X, (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus
Revolving Credit Facility
On February 2, 2023, Emerald X entered into a Fifth Amendment (the “RCF Amendment”) to its Amended and Restated Credit Agreement. The RCF Amendment increased the aggregate amount of all revolving commitments under the Amended and Restated Credit Agreement from $
15
Emerald X had
Interest Expense
Interest expense reported in the condensed consolidated statements of (loss) income and comprehensive (loss) income consists of the following:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Extended Term Loan Facility |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amended and Restated Term Loan Facility |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Term Loan Amendment third party fees |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Non-cash interest for amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving credit facility interest and commitment fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Covenants
The Extended Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a
As of June 30, 2024, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Money market mutual funds(a) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total assets at fair value |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Market-based share awards liability(b) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Contingent consideration(b) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total liabilities at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
16
As of December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
Money market mutual funds(a) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total assets at fair value |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Market-based share awards liability(b) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Contingent consideration(b) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total liabilities at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Market-based Share Awards
The market-based share awards liability of $
Contingent Consideration
The Company had contingent consideration liabilities measured at fair value related to the Company’s 2024, 2023 and 2022 acquisitions of $
The Company paid contingent consideration of
17
|
|
Six Months Ended |
|
|
(in millions) |
|
2024 |
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Payment of contingent consideration |
|
|
( |
) |
Fair value remeasurement adjustments |
|
|
( |
) |
Business acquisition |
|
|
|
|
Balance at June 30, 2024 |
|
$ |
|
|
The determination of the fair value of the contingent consideration liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (loss) income.
Financial Risk
The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities.
Redeemable Convertible Preferred Stock
On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”),
Mandatory Conversion
On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock. The notice was triggered by the fact that the closing share price of the Company’s common stock on the NYSE had exceeded
Liquidation Preference
Upon liquidation or dissolution of the Company, the holders of redeemable convertible preferred stock were entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of redeemable convertible preferred stock would have received if they had converted their redeemable convertible preferred stock into common stock immediately prior to such liquidation or dissolution.
18
Dividends
Each share of redeemable convertible preferred stock accumulated dividends at a rate per annum equal to
On March 12, 2024, the Company’s Board of Directors approved the payment in cash of a dividend on the Company’s redeemable convertible preferred stock (such dividend, the “Preferred Stock Cash Dividend”) for the period ending March 31, 2024 to holders of record of the redeemable convertible preferred stock as of March 26, 2024. On March 28, 2024, the Company paid the Preferred Stock Cash Dividend for a total of $
There were
Conversion Features
Shares of the redeemable convertible preferred stock were subject to conversion at the option of the holder into a number of shares of common stock equal to (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of redeemable convertible preferred stock had an initial liquidation preference of $
Redemption Features
The Company had the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or after June 29, 2026, or earlier upon the occurrence of certain change of control transactions. Although only Unaffiliated Directors (as defined below) could have been involved in any decisions with respect to the Company’s rights to exercise the redemption features, the holders of the redeemable convertible preferred stock controlled the majority of the votes through representation on the board of directors. Therefore, the redeemable convertible preferred stock was required to be accreted to its redemption price on the date the redemption option first became exercisable. For the three months ended June 30, 2024 and 2023, the Company recorded $
Voting Rights
Certain matters would have required the approval of holders of a majority of the redeemable convertible preferred stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the redeemable convertible preferred stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of redeemable convertible preferred stock or other equity securities in each case with rights to payments or distributions in which the redeemable convertible preferred stock would not have participated on a pro-rata, as-converted basis.
19
In addition, for so long as the redeemable convertible preferred stock represented more than
For so long as the redeemable convertible preferred stock represented a minimum percentage of the outstanding shares of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the redeemable convertible preferred stock, the holders of the redeemable convertible preferred stock had the right to appoint up to five members of the Company’s Board of Directors (the “Board”).
All decisions of the Company’s Board with respect to the exercise or waiver of the Company’s rights relating to the redeemable convertible preferred stock were determined by a majority of the Company’s directors that were not employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated Directors.
As part of the transactions contemplated by the Investment Agreement, the Company and Onex entered into a Registration Rights Agreement whereby Onex is entitled to certain demand and piggyback registration rights in respect of the redeemable convertible preferred stock and the shares of common stock issuable upon conversion thereof.
Dividends
There were
Share Repurchases
October 2022 Share Repurchase Program Extension and Expansion (“October 2022 Share Repurchase Program”)
On October 26, 2022, the Company’s Board approved an extension and expansion of its share repurchase program, which allowed for the repurchase of $
November 2023 Share Repurchase Program Extension and Expansion (“November 2023 Share Repurchase Program”)
In November 2023, the Company’s Board approved an extension and expansion of its share repurchase program, which allows for the repurchase of $
The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The related deferred tax benefit for stock-based compensation recognized was $
20
2019 Employee Stock Purchase Plan (the “ESPP”)
In January 2019, the Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be employed for at least
Stock Options
The Company recognized stock-based compensation expense relating to stock option activity of $
Stock option activity for the six months ended June 30, 2024, was as follows:
|
|
|
|
|
Weighted-Average |
|
|
|
|
|||||||
|
|
Number of |
|
|
Exercise Price |
|
|
Remaining |
|
|
Aggregate |
|
||||
|
|
(thousands) |
|
|
|
|
|
(years) |
|
|
(millions) |
|
||||
Outstanding at December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited/Expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
There was a total of $
Restricted Stock Units (“RSUs”)
The Company grants RSUs that contain service conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense relating to RSU activity recognized in the three and six months ended June 30, 2024 was $
RSU activity for the six months ended June 30, 2024, was as follows:
(share data in thousands, except per share data) |
|
Number of |
|
|
Weighted |
|
||
Unvested balance, December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Vested |
|
|
( |
) |
|
|
|
|
Unvested balance, June 30, 2024 |
|
|
|
|
$ |
|
||
21
Market-based Share Awards
In January 2020, the Company granted performance-based market condition share awards to one senior executive under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal to a maximum value of $
As of June 30, 2024 and December 31, 2023, the liability for these awards was $
The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at June 30, 2024 were as follows:
|
|
June 30, |
Expected volatility |
|
|
Dividend yield |
|
|
Risk-free interest rate |
|
|
Weighted-average expected term (in years) |
|
The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards.
Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. Certain shares related to some of the Company’s outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three and six months ended June 30, 2024 and 2023, unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met. There were
22
The details of the computation of basic and diluted earnings per common share are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(dollars in millions, share data in thousands except earnings per share) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net (loss) income and comprehensive |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Accretion to redemption value of redeemable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss and comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss and comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Anti-dilutive employee share awards excluded |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Company determines its interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to the income before income taxes for the period. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain.
The Company’s U.S. federal statutory corporate income tax rate was
Liabilities for unrecognized tax benefits and associated interest and penalties were immaterial as of June 30, 2024 and December 31, 2023.
Leases and Other Contractual Arrangements
The Company has entered into operating leases for office space and office equipment and other contractual obligations primarily to secure venues for the Company’s trade shows and events. These agreements are not unilaterally cancellable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.
23
Legal Proceedings and Contingencies
The Company is subject to litigation and other claims in the ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows.
In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements.
Accounts payable and other current liabilities consisted of the following:
(in millions) |
|
June 30, |
|
|
December 31, |
|
||
Trade payables |
|
$ |
|
|
$ |
|
||
Other current liabilities |
|
|
|
|
|
|
||
Accrued event costs |
|
|
|
|
|
|
||
Accrued personnel costs |
|
|
|
|
|
|
||
Total accounts payable and other current liabilities |
|
$ |
|
|
$ |
|
||
The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM.
The CODM evaluates performance based on the results of three business lines, which represent the Company’s
Operating segment performance is evaluated by the Company’s CODM based on Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance.
24
The following table presents a reconciliation of reportable segment revenues, other income, net, and Adjusted EBITDA to net (loss) income:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Connections |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Connections |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other income, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Connections |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General corporate and other expenses |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss on extinguishment of debt |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Depreciation and amortization expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other items |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Loss) income before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of operating segment performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment. Intersegment revenues were immaterial for the three and six months ended June 30, 2024 and 2023. For the three and six months ended June 30, 2024 and 2023, substantially all revenues were derived from transactions in the United States.
Investment funds affiliated with Onex Corporation owned approximately
25
On
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of the financial condition and results of our operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Emerald Holding, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), as filed with the SEC. You should review the disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in the Annual Report, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to the “Company”, “us,” “we,” “our,” and all similar expressions are references to Emerald Holding, Inc., together with its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.
Recent Events
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.
Overview
Emerald is a leading operator of business-to-business trade shows in the United States. Leveraging our shows as key market-driven platforms, we combine our events with effective industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. Emerald strives to build its customers’ businesses by creating opportunities that deliver tangible results.
All of our trade show franchises typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Each of our shows is scheduled to stage at least annually, with certain franchises offering multiple editions per year. As our shows are frequently the largest and most well attended in their respective industry, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with industry peers, which we believe are factors that make our shows difficult to replace with non-face-to-face events. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.
In addition to organizing our trade shows, conferences and other events, we also operate content and content-marketing websites, related digital products, and produce publications, each of which is aligned with a specific sector for which we organize an event. We also offer business-to-business commerce and digital merchandising solutions, serving the needs of manufacturers and retailers, through our Elastic platform. In addition to their respective revenues, these products complement our live events and provide us year-round channels of customer acquisition and development.
Reportable Segments
As described in Note 15, Segment Information, our business is organized into one reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”). The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines (collectively, the “three C’s”), which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events. The remaining two operating segments do not meet the quantitative thresholds to be considered reportable segments and are included in the “All Other” category. In addition, we have a “Corporate-Level Activities” category consisting of finance, legal, information technology and administrative functions. Prior year disclosures below have been updated to reflect the new reportable segment structure described in Note 15, Segment Information.
27
The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category:
Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry.
All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segment. Each of the operating segments in the All Other category do not meet the criteria to be a separate reportable segment.
Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative functions.
Organic Growth Drivers
We are primarily focused on generating organic growth by understanding and leveraging the drivers for increased exhibitor and attendee participation at trade shows and providing year-round services that provide incremental value to those customers. Creating new opportunities for exhibitors to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry builds further demand for exhibit space and strengthens the value proposition of a trade show, which generally allows us to modestly increase booth space pricing annually across our portfolio. At the same time, our trade shows provide attendees with the opportunity to enhance their industry connectivity, develop relationships with targeted suppliers and distributors, discover new products, learn about new industry developments, celebrate their industry’s achievements and, in certain cases, obtain continuing professional education credits, which we believe increases their propensity to return and, consequently, drives high recurring participation among our exhibitors. By investing in and promoting these tangible and return-on-investment linked outcomes, we believe we will be able to continue to enhance the value proposition for our exhibitors and attendees alike, thereby driving strong demand and premium pricing for exhibit space, sponsorship opportunities and attendee registration.
Acquisitions
We are also focused on growing our national footprint through the acquisition of high-quality events that are leaders in their specific industry verticals. Since the Onex Acquisition in June 2013, we have completed 27 strategic acquisitions, with purchase prices, excluding the $335.0 million acquisition of George Little Management in 2014, ranging from approximately $1.0 million to approximately $120.0 million, and annual revenues ranging from approximately $1.3 million to approximately $25.6 million. Historically, we have completed acquisitions at earnings before interest, taxes, depreciation, and amortization (“EBITDA”) purchase multiples that are typically in the mid-to-high single digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets. In the future, we intend to look for acquisitions with similarly attractive valuation multiples.
Trends and Other Factors Affecting Our Business
There are a number of existing and developing factors and trends which impact the performance of our business, and the comparability of our results from year to year and from quarter to quarter, including:
28
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, Organic revenue, cost of revenues, selling, general and administrative expenses, interest expense, depreciation and amortization, income taxes, Adjusted EBITDA and Free Cash Flow.
Revenues
We generate revenues primarily from selling trade show exhibit space to exhibitors on a per square foot basis. Other trade show revenue streams include conferences, sponsorships, ancillary exhibition fees and attendee registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Fees are typically invoiced and collected in full prior to the trade show or event. Additionally, we generate revenue through digital media and print publications that complement our trade shows. We also engage third-party sales agents to support our marketing efforts. Other marketing service revenue contracts are invoiced and recognized in the period the advertising services are delivered. Typically, the fees we charge are collected after the publications are issued.
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 reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy. Management and our Board of Directors evaluate changes in Organic revenue to understand underlying revenue trends of its events. Organic revenue is not defined under GAAP, and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Organic revenue reflects certain adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Organic revenue may not be comparable to other similarly titled measures used by other companies.
Organic Revenue
Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any standardized methodology prescribed by GAAP. Organic revenue should not be considered in isolation or as an alternative to revenues or other measures determined in accordance with GAAP. Also, Organic revenue is not necessarily comparable to similarly titled measures used by other companies.
The most directly comparable GAAP measure to Organic revenue is revenues. For a reconciliation of Organic revenue to revenues as reported, see Footnote 3 to the table under the heading “Results of Operations—Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 2023”.
29
Other Income
We maintain event cancellation insurance to protect against losses due the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered causes, including losses caused by natural disasters such as hurricanes. While these causes included event cancellation caused by the outbreak of communicable diseases, including COVID-19, for the years ended December 31, 2021 and 2020, Emerald’s renewed event cancellation insurance policies beginning with policy year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. Our Other Income is primarily comprised of received or confirmed event cancellation insurance claim and insurance litigation settlement proceeds.
Cost of Revenues
Selling, General and Administrative Expenses
Interest Expense
Interest expense principally represents interest payments and certain other fees paid to lenders under our Amended and Restated Senior Secured Credit Facilities (as amended, for the portion of the year ended December 31, 2023 after the Term Loan Amendment Effective Date, by the Term Loan Amendment).
Depreciation and Amortization
We have historically grown our business through acquisitions and, in doing so, have acquired significant intangible assets, the value of some of which is amortized over time. These acquired intangible assets, unless determined to be indefinite-lived, are amortized over extended periods of three to thirty years from the date of each acquisition for reporting under accounting principles generally accepted in the United States of America (“GAAP”) purposes, or fifteen years for tax purposes. This amortization expense reduces our taxable income.
Income Taxes
Income tax expense consists of U.S. federal, state, local and foreign taxes based on income in the jurisdictions in which we operate.
30
We record deferred tax charges or benefits primarily associated with our utilization or generation of net operating loss carryforwards and book-to-tax differences related to amortization of goodwill, amortization of intangible assets, depreciation, stock-based compensation charges, 163(j) interest expense limitation and deferred financing costs.
Adjusted EBITDA
Adjusted EBITDA is a key measure of our performance. 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 we believe are not part of our core operations. We present Adjusted EBITDA 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.
Management and our 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 performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.
Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.
The most directly comparable GAAP measure to Adjusted EBITDA is net income. For a reconciliation of Adjusted EBITDA to net income, see Footnote 2 to the table under the heading “Results of Operations—Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023”.
Cash Flow Model
We typically have favorable cash flow characteristics, as described below (see “Liquidity and Capital Resources—Cash Flows”), as a result of our high profit margins, low capital expenditures and consistent negative working capital, excluding cash on hand. Our working capital, excluding cash on hand, is negative due to the fact that our current assets are generally lower than our current liabilities. Current assets primarily include accounts receivable and prepaid expenses, while current liabilities primarily include accounts payable and deferred revenues. Cash received prior to an event is recorded as deferred revenue on our balance sheet and recognized as revenue upon completion of each trade show. The implication of having negative working capital, excluding cash on hand, is that changes in working capital represent a source of cash as our business grows.
The primary driver for our negative working capital, excluding cash on hand, is the sales cycle for a trade show, which typically begins during the twelve months prior to a show. In the interim period between the current show and the following show, we continue to sell to new and past exhibitors and collect payments on contracted exhibit space. Our exhibitors pay in full in advance of each trade show, whereas the bulk of direct expenses are paid close to or after the show. Cash deposits start to be received as early as twelve months prior to a show taking place and the balance of booth space fees are typically received in cash one month prior to a show taking place. This highly efficient cash flow model, where cash is received in advance of expenses to be paid, creates a working capital benefit.
Free Cash Flow
In addition to net cash provided by operating activities presented in accordance with GAAP, we present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to our management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used for the repayment of indebtedness, paying of dividends, repurchasing of shares of our common stock and strategic initiatives, including investing in our business and making strategic acquisitions.
Free Cash Flow is a supplemental non-GAAP financial 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 net cash provided by operating activities or other measures determined in accordance with GAAP. Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies.
31
The most directly comparable GAAP measure to Free Cash Flow is net cash provided by operating activities. For a reconciliation of Free Cash Flow to net cash provided by operating activities, see Footnote 3 to the table under the heading “Results of Operations—Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023”.
Results of Operations
Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023
The tables in this section summarize key components of our results of operations for the periods indicated.
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Statement of income and comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
86.0 |
|
|
$ |
86.5 |
|
|
$ |
(0.5 |
) |
|
|
(0.6 |
%) |
Cost of revenues |
|
|
33.1 |
|
|
|
32.8 |
|
|
|
0.3 |
|
|
|
0.9 |
% |
Selling, general and administrative expenses(1) |
|
|
39.5 |
|
|
|
41.8 |
|
|
|
(2.3 |
) |
|
|
(5.5 |
%) |
Depreciation and amortization expense |
|
|
7.0 |
|
|
|
12.9 |
|
|
|
(5.9 |
) |
|
|
(45.7 |
%) |
Operating income (loss) |
|
|
6.4 |
|
|
|
(1.0 |
) |
|
|
7.4 |
|
|
|
(740.0 |
%) |
Interest expense |
|
|
12.0 |
|
|
|
11.4 |
|
|
|
0.6 |
|
|
|
5.3 |
% |
Interest income |
|
|
2.1 |
|
|
|
2.3 |
|
|
|
(0.2 |
) |
|
|
(8.7 |
%) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
2.3 |
|
|
|
(2.3 |
) |
|
|
(100.0 |
%) |
Other expense |
|
|
— |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
NM |
|
|
Loss before income taxes |
|
|
(3.5 |
) |
|
|
(12.5 |
) |
|
|
9.0 |
|
|
|
(72.0 |
%) |
(Benefit from) income taxes |
|
|
(0.7 |
) |
|
|
(4.4 |
) |
|
|
3.7 |
|
|
|
(84.1 |
%) |
Net loss and comprehensive loss |
|
$ |
(2.8 |
) |
|
$ |
(8.1 |
) |
|
$ |
5.3 |
|
|
|
(65.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other financial data (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA(2) |
|
$ |
15.3 |
|
|
$ |
14.6 |
|
|
$ |
0.7 |
|
|
|
4.8 |
% |
Organic revenue(3) |
|
$ |
82.1 |
|
|
$ |
79.5 |
|
|
$ |
2.6 |
|
|
|
3.3 |
% |
32
We define Adjusted EBITDA as net income before (i) interest expense, net, (ii) provision for income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation and (vii) other items that we believe are not part of our core operations. We present Adjusted EBITDA 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. Management and our 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 our management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods. Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be indicative of our ongoing operative performance. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.
|
|
Three Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(unaudited) |
|
|||||
|
|
(dollars in millions) |
|
|||||
Net loss |
|
$ |
(2.8 |
) |
|
$ |
(8.1 |
) |
Add (deduct): |
|
|
|
|
|
|
||
Interest expense, net |
|
|
9.9 |
|
|
|
9.1 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
2.3 |
|
(Benefit from) income taxes |
|
|
(0.7 |
) |
|
|
(4.4 |
) |
Depreciation and amortization expense |
|
|
7.0 |
|
|
|
12.9 |
|
Stock-based compensation expense(a) |
|
|
1.5 |
|
|
|
1.9 |
|
Other items(b) |
|
|
0.4 |
|
|
|
0.9 |
|
Adjusted EBITDA |
|
$ |
15.3 |
|
|
$ |
14.6 |
|
Deduct: |
|
|
|
|
|
|
||
Event cancellation insurance proceeds |
|
|
— |
|
|
|
— |
|
Adjusted EBITDA excluding event cancellation insurance proceeds |
|
$ |
15.3 |
|
|
$ |
14.6 |
|
Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any standardized methodology prescribed by GAAP. Organic revenue should not be considered in isolation or as an alternative to revenues or other measures determined in accordance with GAAP. Also, Organic revenue is not necessarily comparable to similarly titled measures used by other companies.
33
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Revenues |
|
$ |
86.0 |
|
|
$ |
86.5 |
|
|
$ |
(0.5 |
) |
|
|
(0.6 |
%) |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition revenues |
|
|
(1.7 |
) |
|
|
— |
|
|
|
|
|
|
|
||
Discontinued events |
|
|
— |
|
|
|
(3.7 |
) |
|
|
|
|
|
|
||
Scheduling adjustments(1) |
|
|
(2.2 |
) |
|
|
(3.3 |
) |
|
|
|
|
|
|
||
Organic revenue |
|
$ |
82.1 |
|
|
$ |
79.5 |
|
|
$ |
2.6 |
|
|
|
3.3 |
% |
Revenues
Revenues of $86.0 million for the three months ended June 30, 2024 decreased $0.5 million, or 0.6%, from $86.5 million for the comparable period in 2023, primarily due to several small discontinued events and scheduling differences. See “Connections Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of the factors contributing to the changes in total revenues.
Cost of Revenues
Cost of revenues of $33.1 million for the three months ended June 30, 2024 increased $0.3 million, or 0.9%, from $32.8 million for the comparable period in 2023, primarily due to an increase in Organic revenue. See “Connections Segment – Cost of Revenues,” and “All Other Category – Cost of Revenues” below for a discussion of the factors contributing to the changes in total cost of revenues.
Selling, General and Administrative Expense
Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs. Selling, general and administrative expenses of $39.5 million for the three months ended June 30, 2024 decreased $2.3 million, or 5.5%, from $41.8 million for the comparable period in 2023. See “Connections Segment – Selling, General and Administrative Expenses”, “All Other category – Selling, General and Administrative Expense” and “Corporate – Selling, General and Administrative Expense” below for a discussion of the factors contributing to the changes in total selling, general and administrative expense.
Depreciation and Amortization Expense
Depreciation and amortization expense of $7.0 million for the three months ended June 30, 2024, decreased $5.9 million, or 45.7%, from $12.9 million for the comparable period in 2023. See “Connections Segment – Depreciation and Amortization Expense,” “All Other Category – Depreciation and Amortization Expense” and “Corporate – Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.
34
Segment Results for the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
Connections
The following represents the change in revenue, expenses and operating income in the Connections reportable segment for the three months ended June 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Revenues |
|
$ |
75.0 |
|
|
$ |
75.6 |
|
|
$ |
(0.6 |
) |
|
|
(0.8 |
%) |
Cost of revenues |
|
|
30.5 |
|
|
|
30.3 |
|
|
|
0.2 |
|
|
|
0.7 |
% |
Selling, general and administrative |
|
|
18.5 |
|
|
|
20.4 |
|
|
|
(1.9 |
) |
|
|
(9.3 |
%) |
Depreciation and amortization expense |
|
|
4.2 |
|
|
|
10.5 |
|
|
|
(6.3 |
) |
|
|
(60.0 |
%) |
Operating income |
|
$ |
21.8 |
|
|
$ |
14.4 |
|
|
$ |
7.4 |
|
|
|
51.4 |
% |
Revenues
During the three months ended June 30, 2024, revenues for the Connections reportable segment decreased $0.6 million, or 0.8%, to $75.0 million from $75.6 million for the comparable period in the prior year. The primary driver was a decrease of $3.7 million from several discontinued events and timing differences of $1.1 million. These declines were offset by an increase in organic revenue of $2.5 million, or 3.6%, to $71.1 million from $68.6 million for the comparable period in the prior year. The Connections reportable segment revenues for the three months ended June 30, 2024 also include incremental revenues of $1.7 million related to the Hotel Interactive acquisition.
Cost of Revenues
During the three months ended June 30, 2024, cost of revenues for the Connections reportable segment increased $0.2 million, or 0.7%, to $30.5 million from $30.3 million for the comparable period in the prior year. The primary drivers of the increase were cost of revenues of $1.8 million from new launches, $0.9 million driven by acquisitions and $0.2 million from recurring events. These increases were offset by $2.2 million of prior year cost of revenues from discontinued events and $0.9 million related to scheduling adjustments.
Selling, General and Administrative Expense
During the three months ended June 30, 2024, selling, general and administrative expense for the Connections reportable segment decreased $1.9 million, or 9.3%, to $18.5 million from $20.4 million for the comparable period in 2023. The decrease was primarily attributable to lower promotional and insurance expenses.
Depreciation and Amortization Expense
During the three months ended June 30, 2024, depreciation and amortization expense for the Connections reportable segment decreased $6.3 million, or 60.0%, to $4.2 million from $10.5 million for the comparable period in 2023. The decrease was driven by the full amortization of intangible assets acquired in several prior acquisitions.
35
All Other Category
The following represents the change in revenue, expenses and operating loss in the All Other category for the three months ended June 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Revenues |
|
$ |
11.0 |
|
|
$ |
10.9 |
|
|
$ |
0.1 |
|
|
|
0.9 |
% |
Cost of revenues |
|
|
2.6 |
|
|
|
2.5 |
|
|
|
0.1 |
|
|
|
4.0 |
% |
Selling, general and administrative |
|
|
6.7 |
|
|
|
7.4 |
|
|
|
(0.7 |
) |
|
|
(9.5 |
%) |
Depreciation and amortization expense |
|
|
2.0 |
|
|
|
1.7 |
|
|
|
0.3 |
|
|
|
17.6 |
% |
Operating loss |
|
$ |
(0.3 |
) |
|
$ |
(0.7 |
) |
|
$ |
0.4 |
|
|
|
(57.1 |
%) |
Revenues
During the three months ended June 30, 2024, revenues for the All Other category increased $0.1 million, or 0.9%, to $11.0 million from $10.9 million for the comparable period in 2023. The increase in revenues was comprised of a $0.3 million, or 6.3%, increase in commerce revenues to $5.1 million in the current year from $4.8 million for the comparable period in the prior year, primarily related to the continued growth of the Elastic e-commerce business. This increase was offset by a $0.2 million, or 3.3%, decrease in content revenues to $5.9 million in the current year from $6.1 million in the comparable period in the prior year. The decrease in content revenues was attributable to lower print and digital advertising.
Cost of Revenues
During the three months ended June 30, 2024, cost of revenues for the All Other category increased $0.1 million, or 4.0%, to $2.6 million from $2.5 million for the comparable period in 2023. The increase in cost of revenues was primarily driven by growth in the commerce business.
Selling, General and Administrative Expense
During the three months ended June 30, 2024, selling, general and administrative expense for the All Other category decreased $0.7 million, or 9.5%, to $6.7 million from $7.4 million for the comparable period in 2023. The primary drivers of the decrease were lower salary, benefits and travel expenses in both the content and commerce businesses.
Depreciation and Amortization Expense
During the three months ended June 30, 2024, depreciation and amortization expense for the All Other category increased $0.3 million, or 17.6%, to $2.0 million from $1.7 million for the comparable period in 2023. The increase was attributable to the continued development of the Company’s Elastic software platform.
Corporate Category
The following represents the change in operating expenses in the Corporate category for the three months ended June 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Selling, general and administrative |
|
$ |
14.3 |
|
|
$ |
14.0 |
|
|
$ |
0.3 |
|
|
|
2.1 |
% |
Depreciation and amortization expense |
|
|
0.8 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
14.3 |
% |
Total operating expenses |
|
$ |
15.1 |
|
|
$ |
14.7 |
|
|
$ |
0.4 |
|
|
|
2.7 |
% |
36
Selling, General and Administrative Expense
During the three months ended June 30, 2024, selling, general and administrative expense for the Corporate category increased $0.3 million, or 2.1%, to $14.3 million from $14.0 million for the comparable period in 2023. The increase was primarily attributable to a $1.2 million increase in other non-recurring acquisition-related transaction costs, integration and restructuring-related costs and legal, audit and consulting fees, offset by a $1.7 million increase in gains from contingent consideration remeasurements. Higher corporate bonus expense drove the balance of the increase.
Depreciation and Amortization Expense
During the three months ended June 30, 2024, depreciation and amortization expense for the Corporate category increased $0.1 million, or 14.3%, to $0.8 million from $0.7 million for the comparable period in 2023. The increase is attributable to higher purchased software amortization expense.
Interest Expense
Interest expense of $12.0 million for the three months ended June 30, 2024 increased $0.6 million, or 5.3%, from $11.4 million for the comparable period in 2023. The increase was attributable to a higher effective interest rate of 10.42% on our outstanding indebtedness for the three months ended June 30, 2024 compared to 8.14% for the comparable period in the prior year.
Interest Income
Interest income of $2.1 million for the three months ended June 30, 2024 decreased from $2.3 million for the comparable period in 2023. The decrease was primarily attributable to the mix of investments held during the three months ended June 30, 2024 versus the comparable period in the prior year.
Benefit from Income Taxes
For the three months ended June 30, 2024, the Company recorded a benefit from income taxes of $0.7 million which resulted in an effective tax rate of 20.0% for the three months ended June 30, 2024. The Company recorded a benefit from income taxes of $4.4 million and an effective tax rate of 35.2% for the three months ended June 30, 2023. The change in the effective tax rate for the three months ended June 30, 2024 is attributable to changes in valuation allowances and the timing of current period and full year projected results.
Net Loss
Net loss of $2.8 million for the three months ended June 30, 2024 represented a $5.3 million improvement from net loss of $8.1 million for the comparable period in 2023. The key drivers of the increase were higher income from on-going operations, partially offset by higher interest expense, net and a lower benefit from income taxes during the second quarter of fiscal 2024.
Adjusted EBITDA
Adjusted EBITDA of $15.3 million for the three months ended June 30, 2024 increased by $0.7 million from $14.6 million for the comparable period in 2023. The increase in Adjusted EBITDA was primarily attributable to the decrease in net loss described above, offset by lower add-backs for depreciation and amortization expense, loss on extinguishment of debt, stock-based compensation and other items.
37
Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023
The tables in this section summarize key components of our results of operations for the periods indicated.
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Statement of income and comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
219.4 |
|
|
$ |
208.8 |
|
|
$ |
10.6 |
|
|
|
5.1 |
% |
Other income, net |
|
|
1.0 |
|
|
|
— |
|
|
|
1.0 |
|
|
NM |
|
|
Cost of revenues |
|
|
80.6 |
|
|
|
76.0 |
|
|
|
4.6 |
|
|
|
6.1 |
% |
Selling, general and administrative expenses(1) |
|
|
95.0 |
|
|
|
90.6 |
|
|
|
4.4 |
|
|
|
4.9 |
% |
Depreciation and amortization expense |
|
|
14.1 |
|
|
|
26.4 |
|
|
|
(12.3 |
) |
|
|
(46.6 |
%) |
Operating income |
|
|
30.7 |
|
|
|
15.8 |
|
|
|
14.9 |
|
|
|
94.3 |
% |
Interest expense |
|
|
24.1 |
|
|
|
19.4 |
|
|
|
4.7 |
|
|
|
24.2 |
% |
Interest income |
|
|
4.4 |
|
|
|
3.4 |
|
|
|
1.0 |
|
|
|
29.4 |
% |
Loss on extinguishment of debt |
|
|
— |
|
|
|
2.3 |
|
|
|
(2.3 |
) |
|
|
(100.0 |
%) |
Other expense |
|
|
— |
|
|
|
0.2 |
|
|
|
(0.2 |
) |
|
NM |
|
|
Income (loss) before income taxes |
|
|
11.0 |
|
|
|
(2.7 |
) |
|
|
13.7 |
|
|
|
(507.4 |
%) |
Provision for (benefit from) income taxes |
|
|
2.8 |
|
|
|
(1.7 |
) |
|
|
4.5 |
|
|
|
(264.7 |
%) |
Net income (loss) and comprehensive income (loss) |
|
$ |
8.2 |
|
|
$ |
(1.0 |
) |
|
$ |
9.2 |
|
|
|
(920.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other financial data (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA(2) |
|
$ |
56.1 |
|
|
$ |
51.1 |
|
|
$ |
5.0 |
|
|
|
9.8 |
% |
Free Cash Flow(3) |
|
$ |
11.9 |
|
|
$ |
9.8 |
|
|
$ |
2.1 |
|
|
|
21.4 |
% |
Organic revenue(4) |
|
$ |
212.2 |
|
|
$ |
196.4 |
|
|
$ |
15.8 |
|
|
|
8.0 |
% |
|
|
Six Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(unaudited) |
|
|||||
|
|
(dollars in millions) |
|
|||||
Net income (loss) |
|
$ |
8.2 |
|
|
$ |
(1.0 |
) |
Add (deduct): |
|
|
|
|
|
|
||
Interest expense, net |
|
|
19.7 |
|
|
|
16.0 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
2.3 |
|
Provision for (benefit from) income taxes |
|
|
2.8 |
|
|
|
(1.7 |
) |
Depreciation and amortization expense |
|
|
14.1 |
|
|
|
26.4 |
|
Stock-based compensation expense(a) |
|
|
4.0 |
|
|
|
4.0 |
|
Other items(b) |
|
|
7.3 |
|
|
|
5.1 |
|
Adjusted EBITDA |
|
$ |
56.1 |
|
|
$ |
51.1 |
|
Deduct: |
|
|
|
|
|
|
||
Event cancellation insurance proceeds |
|
|
1.0 |
|
|
|
— |
|
Adjusted EBITDA excluding event cancellation insurance proceeds |
|
$ |
55.1 |
|
|
$ |
51.1 |
|
38
|
|
Six Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(unaudited) |
|
|||||
|
|
(dollars in millions) |
|
|||||
Net Cash Provided by Operating Activities |
|
$ |
17.1 |
|
|
$ |
16.2 |
|
Less: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
5.2 |
|
|
|
6.4 |
|
Free Cash Flow |
|
$ |
11.9 |
|
|
$ |
9.8 |
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Revenues |
|
$ |
219.4 |
|
|
$ |
208.8 |
|
|
$ |
10.6 |
|
|
|
5.1 |
% |
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition revenues |
|
|
(4.5 |
) |
|
|
— |
|
|
|
|
|
|
|
||
Discontinued events |
|
|
— |
|
|
|
(6.7 |
) |
|
|
|
|
|
|
||
Scheduling adjustments(1) |
|
|
(2.7 |
) |
|
|
(5.7 |
) |
|
|
|
|
|
|
||
Organic revenue |
|
$ |
212.2 |
|
|
$ |
196.4 |
|
|
$ |
15.8 |
|
|
|
8.0 |
% |
Revenues
Revenues of $219.4 million for the six months ended June 30, 2024 increased $10.6 million, or 5.1%, from $208.8 million for the comparable period in 2023, primarily due to an increase in Organic revenue. See “Connections Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of the factors contributing to the changes in total revenues.
39
Other Income, net
Other income, net, of $1.0 million for the six months ended June 30, 2024 increased $1.0 million from zero in the comparable period in 2023. See “Connections Segment – Other Income, net,” and “All Other Category – Other Income, net” below for a discussion of other income, net, by segment.
Cost of Revenues
Cost of revenues of $80.6 million for the six months ended June 30, 2024 increased $4.6 million, or 6.1%, from $76.0 million for the comparable period in 2023, primarily due to an increase in Organic revenue. See “Connections Segment – Cost of Revenues,” and “All Other Category – Cost of Revenues” below for a discussion of the factors contributing to the changes in total cost of revenues.
Selling, General and Administrative Expense
Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs. Selling, general and administrative expenses of $95.0 million for the six months ended June 30, 2024 increased $4.4 million, or 4.9%, from $90.6 million for the comparable period in 2023. See “Connections Segment – Selling, General and Administrative Expenses”, “All Other category – Selling, General and Administrative Expense” and “Corporate – Selling, General and Administrative Expense” below for a discussion of the factors contributing to the changes in total selling, general and administrative expense.
Depreciation and Amortization Expense
Depreciation and amortization expense of $14.1 million for the six months ended June 30, 2024, decreased $12.3 million, or 46.6%, from $26.4 million for the comparable period in 2023. See “Connections Segment – Depreciation and Amortization Expense,” “All Other Category – Depreciation and Amortization Expense” and “Corporate – Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.
Segment Results for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
Connections
The following represents the change in revenue, expenses and operating income in the Connections reportable segment for the six months ended June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Revenues |
|
$ |
198.4 |
|
|
$ |
187.8 |
|
|
$ |
10.6 |
|
|
|
5.6 |
% |
Other income, net |
|
|
1.0 |
|
|
|
— |
|
|
|
1.0 |
|
|
|
100.0 |
% |
Cost of revenues |
|
|
75.8 |
|
|
|
71.2 |
|
|
|
4.6 |
|
|
|
6.5 |
% |
Selling, general and administrative |
|
|
40.9 |
|
|
|
42.5 |
|
|
|
(1.6 |
) |
|
|
(3.8 |
%) |
Depreciation and amortization expense |
|
|
8.7 |
|
|
|
21.9 |
|
|
|
(13.2 |
) |
|
|
(60.3 |
%) |
Operating income |
|
$ |
74.0 |
|
|
$ |
52.2 |
|
|
$ |
21.8 |
|
|
|
41.8 |
% |
Revenues
During the six months ended June 30, 2024, revenues for the Connections reportable segment increased $10.6 million, or 5.6%, to $198.4 million from $187.8 million for the comparable period in the prior year. The primary driver was an increase in Organic revenue of $15.8 million, or 9.0%, to $191.2 million from $175.4 million for the comparable period in the prior year. The Connections reportable segment revenues also include incremental revenues of $4.5 million related to the Hotel Interactive acquisition. These increases were partially offset by $6.7 million of prior year revenues from discontinued events and $3.0 million related to scheduling adjustments in the first half of 2024.
40
Other Income, net
Other income, net, of $1.0 million was recorded for the Connections reportable segment related to business interruption insurance proceeds during the six months ended June 30, 2024. All of the $1.0 million of other income, net, for the Connections reportable segment was received during the six months ended June 30, 2024.
Cost of Revenues
During the six months ended June 30, 2024, cost of revenues for the Connections reportable segment increased $4.6 million, or 6.5%, to $75.8 million from $71.2 million for the comparable period in the prior year. The primary drivers of the increase were cost of revenues of $5.7 million from recurring events, $1.9 million from new launches and $2.3 million driven by acquisitions. These increases were offset $4.5 million of prior year cost of revenues from discontinued events and $0.8 million related to scheduling adjustments.
Selling, General and Administrative Expense
During the six months ended June 30, 2024, selling, general and administrative expense for the Connections reportable segment decreased $1.6 million, or 3.8%, to $40.9 million from $42.5 million for the comparable period in 2023. The primary driver of the decrease was lower promotion and insurance expenses as well as lower non-recurring legal expense during the six months ended June 30, 2024.
Depreciation and Amortization Expense
During the six months ended June 30, 2024, depreciation and amortization expense for the Connections reportable segment decreased $13.2 million, or 60.3%, to $8.7 million from $21.9 million for the comparable period in 2023. The decrease was driven by the full amortization of intangible assets acquired in several prior acquisitions.
All Other Category
The following represents the change in revenue, expenses and operating loss in the All Other category for the six months ended June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Revenues |
|
$ |
21.0 |
|
|
$ |
21.0 |
|
|
$ |
— |
|
|
|
— |
|
Cost of revenues |
|
|
4.8 |
|
|
|
4.8 |
|
|
|
— |
|
|
|
— |
|
Selling, general and administrative |
|
|
14.3 |
|
|
|
15.5 |
|
|
|
(1.2 |
) |
|
|
(7.7 |
%) |
Depreciation and amortization expense |
|
|
3.8 |
|
|
|
3.1 |
|
|
|
0.7 |
|
|
|
22.6 |
% |
Operating loss |
|
$ |
(1.9 |
) |
|
$ |
(2.4 |
) |
|
$ |
0.5 |
|
|
|
(20.8 |
%) |
Revenues
During the six months ended June 30, 2024, revenues for the All Other category remained flat at $21.0 million. All Other category revenues was comprised of a $1.0 million, or 10.6%, increase in commerce revenues to $10.4 million in the current year from $9.4 million for the comparable period in the prior year, primarily related to the continued growth of the Elastic e-commerce business. This increase was offset by a $1.0 million, or 8.6%, decrease in content revenues to $10.6 million in the current year from $11.6 million in the comparable period in the prior year. The decrease in content revenues was attributable to lower print and digital advertising.
Cost of Revenues
During the six months ended June 30, 2024, cost of revenues for the All Other category remained flat at $4.8 million. Commerce cost of revenues increased $0.2 million, or 8.3%, to $2.6 million primarily due to higher software maintenance expense. Content cost of revenues decreased $0.2 million, or 8.3%, to $2.2 million primarily due to lower print and digital advertising revenues.
41
Selling, General and Administrative Expense
During the six months ended June 30, 2024, selling, general and administrative expense for the All Other category decreased $1.2 million, or 7.7%, to $14.3 million from $15.5 million for the comparable period in 2023. The primary driver of the decrease was lower salary and benefits expense.
Depreciation and Amortization Expense
During the six months ended June 30, 2024, depreciation and amortization expense for the All Other category increased $0.7 million, or 22.6%, to $3.8 million from $3.1 million for the comparable period in 2023. The increase was attributable to the continued development of the Company’s Elastic software platform.
Corporate Category
The following represents the change in operating expenses in the Corporate category for six months ended June 30, 2024 and 2023:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2024 |
|
|
2023 |
|
|
Variance $ |
|
|
Variance % |
|
||||
|
|
(unaudited) |
|
|||||||||||||
Selling, general and administrative |
|
|
39.8 |
|
|
|
32.6 |
|
|
|
7.2 |
|
|
|
22.1 |
% |
Depreciation and amortization expense |
|
|
1.6 |
|
|
|
1.4 |
|
|
|
0.2 |
|
|
|
14.3 |
% |
Total operating expenses |
|
$ |
41.4 |
|
|
$ |
34.0 |
|
|
$ |
7.4 |
|
|
|
21.8 |
% |
Selling, General and Administrative Expense
During the six months ended June 30, 2024, selling, general and administrative expense for the Corporate category increased $7.2 million, or 22.1%, to $39.8 million from $32.6 million for the comparable period in 2023. The increase was driven by a $3.3 million increase in non-recurring transition related expenses which was primarily related to higher severance costs, and a $2.0 million increase in other compensation expense offset by gains related to contingent consideration remeasurements and lower non-recurring legal, audit and consulting fees. Higher bonus and medical benefits expense drove the balance of the increase.
Depreciation and Amortization Expense
During the six months ended June 30, 2024, depreciation and amortization expense for the Corporate category increased $0.2 million, or 14.3%, to $1.6 million from $1.4 million for the comparable period in 2023. The increase is attributable to higher purchased software amortization expense.
Interest Expense
Interest expense of $24.1 million for the six months ended June 30, 2024 increased $4.7 million, or 24.2%, from $19.4 million for the comparable period in 2023. The increase was attributable to a higher effective interest rate of 10.43% on our outstanding indebtedness for the six months ended June 30, 2024 compared to 7.58% for the comparable period in the prior year.
Interest Income
Interest income of $4.4 million for the six months ended June 30, 2024 increased $1.0 million, or 29.4%, from $3.4 million for the comparable period in 2023. The increase was primarily attributable to an increase in our money market mutual funds balance as well as rising interest rates during fiscal 2023.
42
Provision for (benefit from) Income Taxes
For the six months ended June 30, 2024, the Company recorded a provision for income taxes of $2.8 million which resulted in an effective tax rate of 25.5% for the six months ended June 30, 2024. The Company recorded a benefit from income taxes of $1.7 million and an effective tax rate of 63.0% for the six months ended June 30, 2023. The change in the effective tax rate for the six months ended June 30, 2024 is attributable to changes in valuation allowances and the timing of current period and full year projected results.
Net Income (Loss)
Net income of $8.2 million for the six months ended June 30, 2024 represented a $9.2 million improvement from net loss of $1.0 million for the comparable period in 2023. The key drivers of the increase were higher income from on-going operations, lower loss on extinguishment of debt and the recognition of other income, net of $1.0 million related to business interruption insurance claim proceeds, partially offset by higher interest expense, net and a higher provision for income taxes during the first six months of fiscal 2024.
Adjusted EBITDA
Adjusted EBITDA of $56.1 million for the six months ended June 30, 2024 increased by $5.0 million from $51.1 million for the comparable period in 2023. The increase in Adjusted EBITDA was primarily attributable to the increase in net income described above, offset by lower add-backs for depreciation and amortization expense.
Liquidity and Capital Resources
As of June 30, 2024, the Company had $411.2 million of borrowings outstanding under the Extended Term Loan Facility and no borrowings outstanding under the Amended and Restated Revolving Credit Facility. In addition, as of June 30, 2024, the Company had cash and cash equivalents of $193.2 million. As of June 30, 2024, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities.
The Company’s event cancellation insurance policies for 2023 and 2024 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. In the event of a future outbreak of communicable disease, including variants or resurgences of COVID-19, forced cancellations or reductions in attendance of our in-person events would negatively impact our financial results and liquidity, and we would not have the benefit of cancellation insurance coverage to mitigate this impact.
Based on our available sources of financing, cash from operations and receipt of insurance recoveries, management believes that the Company’s current financial resources will be sufficient to fund its liquidity requirements for the next twelve months.
Share Repurchases
On October 26, 2022, our Board approved an extension and expansion of the October 2020 share repurchase program, which allowed for the repurchase of $20.0 million of our common stock through December 31, 2023. The share repurchase program may be suspended or discontinued at any time without notice. We settled the repurchase of 5,064,140 shares for $16.9 million during the six months ended June 30, 2023 under this repurchase program.
On November 3, 2023, our Board approved the extension and expansion of the October 2022 share repurchase program, which allows for the repurchase of $25.0 million of our common stock through December 31, 2024, subject to early termination or extension by the Board. We settled the repurchase of 295,650 shares for $1.8 million during the six months ended June 30, 2024 under this repurchase program. There was $23.2 million remaining available for share repurchases under the November 2023 Share Repurchase Program as of June 30, 2024. The share repurchase program may be suspended or discontinued at any time without notice.
43
Mandatory Conversion
On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock. The notice was triggered by the fact that the closing share price of the Company’s common stock on the NYSE had exceeded 175% of the conversion price for a period of 20 consecutive trading days ending with April 17, 2024. On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date. As a result, 71,402,607 shares of redeemable convertible preferred stock were converted into 140,781,525 shares of common stock on the Conversion Date. Cash was paid in lieu of fractional shares of common stock. Following the Conversion Date, no redeemable convertible preferred stock was outstanding, and all rights of the former holders of the redeemable convertible preferred stock were terminated.
Cash Flows
The following table summarizes the changes to our cash flows for the periods presented:
|
|
Six Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(unaudited) |
|
|||||
Statement of Cash Flows Data |
|
|
|
|||||
Net cash provided by operating activities |
|
$ |
17.1 |
|
|
$ |
16.2 |
|
Net cash used in investing activities |
|
$ |
(16.9 |
) |
|
$ |
(15.9 |
) |
Net cash used in financing activities |
|
$ |
(11.2 |
) |
|
$ |
(34.7 |
) |
Operating Activities
Operating activities consist primarily of net income adjusted for non-cash items that include goodwill and intangible asset impairments, depreciation and amortization, deferred income taxes, amortization of deferred financing fees and debt discount, share-based compensation, plus the effect of changes during the period in our working capital.
Net cash provided by operating activities for the six months ended June 30, 2024 was $17.1 million, as compared to net cash provided by operating activities of $16.2 million for the six months ended June 30, 2023. The increase in cash provided by operating activities primarily reflects the $9.2 million increase in net income, from net loss of $1.0 million for the six months ended June 30, 2023 to net income of $8.2 million for the six months ended June 30, 2024. Net income plus non-cash items provided operating cash flows of $31.7 million and $34.4 million for the six months ended June 30, 2024 and 2023, respectively. Cash provided by operating activities reflects the use of $14.6 million and $18.2 million for working capital in the six months ended June 30, 2024 and 2023, respectively.
Investing Activities
Investing activities generally consist of business acquisitions and purchases of other productive assets, investments in information technology and capital expenditures to furnish or upgrade our offices.
Net cash used in investing activities for the six months ended June 30, 2024 increased $1.0 million to $16.9 million from $15.9 million in the comparable period in the prior year. The increase was primarily attributable to an increase of $3.2 million associated with acquisition of businesses offset by a $1.2 million decrease in purchases of intangible assets and the receipt of $1.0 million working capital receivable related to the acquisition of Hotel Interactive.
Financing Activities
Financing activities primarily consist of payment of the preferred stock dividend, borrowing and repayments on our debt, common stock repurchases and proceeds from the issuance of common stock associated with stock option exercises.
44
Net cash used in financing activities for the six months ended June 30, 2024 decreased $23.5 million to $11.2 million, compared to $34.7 million for the six months ended June 30, 2023. The decrease was primarily due to a $15.1 million decrease in repurchases of common stock, a $12.5 million decrease in original issuance discount paid, a $3.7 million decrease in contingent consideration payments, a $1.6 million decrease in debt issuance costs and $1.3 million decrease in proceeds from the issuance of common stock under our equity plan, offset by the payment of $8.6 million with respect to the preferred stock dividend and the repayment of $2.1 million of principal on the Extended Term Loan Facility during the six months ended June 30, 2024.
Free Cash Flow
Free Cash Flow for the six months ended June 30, 2024 increased $2.1 million, to $11.9 million from $9.8 million for the comparable period in the prior year.
Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Free Cash Flow, see Footnote 3 to the table under the heading “Results of Operations—Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023.”
Contractual Obligations and Commercial Commitments
There have been no material changes to the contractual obligations as disclosed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 5, 2024, which is accessible on the SEC’s website at www.sec.gov, other than those made in the ordinary course of business.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements. Since future events and their impact cannot be determined with absolute certainty, the actual results will inevitably differ from our estimates.
We believe the application of our accounting policies, and the estimates inherently required therein, are reasonable. Our accounting policies and estimates are reevaluated on an ongoing basis and adjustments are made when facts and circumstances dictate a change. We base our estimates and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.
The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our consolidated financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations.
Our accounting policies are more fully described in Note 1, Description of Business and Summary of Significant Accounting Policies, in the notes to our audited consolidated financial statements included in the Annual Report on Form 10-K. Management has discussed the selection of these critical accounting policies and estimates with members of our Board of Directors. There have been no significant changes in the critical accounting policies and estimates described in the Annual Report on Form 10-K.
Recently Adopted Accounting Pronouncements
See Item 1 of Part I, “Financial Statements—Note 2 – Recent Accounting Pronouncements.”
Recently Issued Accounting Pronouncements
See Item 1 of Part I, “Financial Statements—Note 2 – Recent Accounting Pronouncements.”
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposure to market risk is interest rate risk associated with our Amended and Restated Senior Secured Credit Facilities. See Note 7, Debt, in the notes to the condensed consolidated financial statements for further description of our Amended and Restated Senior Secured Credit Facilities.
As of June 30, 2024, we had $411.2 million of variable rate term loan borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities and no variable rate borrowings outstanding under our Amended and Restated Revolving Credit Facility with respect to which we are exposed to interest rate risk. Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.0 million increase in annual interest expense based on the amount of borrowings outstanding as of June 30, 2024.
Historically, inflation has not had a material effect on our business, results of operations, or financial condition. Beginning in 2021, inflation began to increase. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. While the Company has strategies to manage and offset these pressures, our inability or failure to do so could harm our business, results of operations and financial condition. For example, inflation influences interest rates, which in turn impact the fair value of our investments and yields on new investments. Operating expenses, including payroll, are impacted to a certain degree by the inflation rate as well. We do not believe that inflation has had a material effect on our results of operations for the periods presented. However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods could affect our business.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company will be detected.
As of the end of the period covered by this report, management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2024 the disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the Company’s second fiscal quarter of 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in general legal disputes arising in the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
Our Annual Report on Form 10-K, filed with the SEC on March 5, 2024 is accessible on the SEC’s website at www.sec.gov, and includes detailed discussions of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in our Annual Report on Form 10-K.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
Share Repurchase Program
In November 2023, our Board of Directors approved an extension and expansion of our previously announced share repurchase program, which allows for the repurchase of $25.0 million of our common stock through December 31, 2024, subject to early termination or extension by the Board of Directors. This approval extends and expands the previously authorized $20.0 million share repurchase program that was effective through December 31, 2023. Share repurchases under the extended plan may be made from time to time through and including December 31, 2024, subject to early termination or extension by our Board of Directors. The share repurchase program may be suspended or discontinued at any time without notice. There is no minimum number of shares that we are required to repurchase. Shares may be purchased from time to time in the open market, including pursuant to one or more Rule 10b5-1 purchase plans that we may enter into from time to time, or in privately negotiated transactions. Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations.
We did not repurchase any shares of our common stock during the second quarter ended June 30, 2024. There was $23.2 million remaining available for share repurchases under the November 2023 Share Repurchase Program as of June 30, 2024.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarterly period ended June 30, 2024, none of the Company’s directors or executive officers have informed us that they have
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Item 6. Exhibits
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3.1 |
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3.2 |
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3.3 |
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*31.1 |
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*31.2 |
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*32.1 |
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*101.INS |
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Inline XBRL Instance Document |
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*101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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*101 |
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The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL included: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements |
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*104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
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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 thereunto duly authorized.
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EMERALD HOLDING, INC. |
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Date: August 7, 2024 |
By: |
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/s/ David Doft |
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David Doft |
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Chief Financial Officer |
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(Principal Financial Officer and Principal Accounting Officer) |
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