2021 ANNUAL REPORT
EMERALD HOLDING, INC.
2021 LETTER TO STOCKHOLDERS
This is an exciting time at Emerald as our team is back to doing what we do best! Over the last year we successfully staged 63 live events serving more than 129,000 attendees and 7,500 exhibiting companies. Importantly, attendance has steadily improved throughout the year and into early 2022 as compared to pre-COVID levels. While some customers remain concerned about the pandemic and have subsequently not yet come back to live events, that concern is rapidly diminishing as attendance has continued to improve through our ¿rst quarter 2022 events with our stronger shows approaching or exceeding pre-COVID levels. 8ltimately, we expect to meet and even-tually exceed pre-COVID attendance levels as we look out to 2023 and beyond.
We have also experienced improved attendee and exhibitor net promoter scores, a key measure of customer loyalty, as compared to pre-pandemic levels, through 2021. This clearly demonstrates that we are delivering value to our customers. Value that they could not replicate or replace when our events were unable to stage. I am cautiously optimistic that the customers who did not come to our recent events because of the uncertainty that existed will likely come to our events‘ next editions. 8ltimately, the data shows that we have a valuable business that is critical to both our exhibitors and attendees. Our customers rely on our in-person, face-to-face events where they can meet with buyers and sell their products in the most ef¿cient and productive medium possible. We believe our events are an integral part of their marketing budgets and among the highest return spend within those budgets.
In the year ahead, we anticipate this recovery to continue, resulting in signi¿cant pro¿tability and strong free cash Àow generation. We plan to use this cash Àow to further invest in our business as we continue to aggressively transform Emerald through our three-pronged growth strategy focused on portfolio optimization, 365-day engagement and customer centricity. This strategy will enable Emerald to further diversify its business while also focusing on accelerating sales growth.
Starting with Portfolio Optimization, our strong balance sheet and free cash Àow generation has allowed us to continue to actively expand our business through acquisitions and new show development. In fact, over the last 18 months we have acquired several high-growth and attractive businesses, including:
• MJBiz, which is a leading B2B media company in the cannabis industry. MJBiz hosts what we believe is the dominant event in the cannabis sector, having delivered $27 million of revenue in 2021 with accretive margins and valuable content which allows it to monetize its attendee base. It‘s October 2021 event in Las Vegas welcomed approximately 27,000 attendees and approached pre-COVID revenues substantiating its strong position in the sector. Looking forward, given the legalization trend at the state level combined with secular growth in the cannabis industry, we expect to see strong growth from MJBiz and believe the 2022 edition will surpass the successful 2021 event.
• PlumRiver and its Elastic B2B eCommerce SaaS platform, which we acquired in December 2020 in a key strategic move to create a digital year-round transactional platform for Emerald customers. Throughout this past year, we accelerated growth in new commerce software clients and expanded into new verticals, tripled the size of Elastic‘s salesforce, enhanced the user inter-face, and improved its functionality around analytics and campaigns. Importantly, we added 51 new SaaS customers, including Callaway Golf and Fila, representing 24% growth as compared to new customer adds in 2020, while experiencing minimal churn and increased existing customer spend which translated into net revenue retention of 102% in Elastic‘s subscription-based busi-ness model. During this same period, Elastic won back several key customers, including Ariat and Spyder, proving the increasing strength of its offering in the market. Impressively, average Gross Merchandise Volume of wholesale sales per brand passing through the Elastic platform increased 36% in 2021, year over year, as manufacturers and buyers ramped their adoption.
• Sue Bryce Education and EDspaces, two smaller businesses we acquired this past year. Sue Bryce Education is a member-based portrait photography platform that provides valuable content to their members with a subscription-based business model. This model enhances our year-round digital offerings and live events in the photo sector which is critical to how we think about ex-panding the value that we provide to our customers. EDspaces is the education industry‘s primary conference and expo focused on the future of learning environments. EDspaces‘ strong ¿rst edition in 1ovember reinforced the value of strategic ³tuck-in´ acquisitions in sectors where we have strength, in this case the Design sector.
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Looking to the year ahead, we expect to remain active as we are seeing numerous opportunities in the market and are increasingly pro-active in building a proprietary pipeline of potential acquisitions as the free cash Ÿow from our core business allows us to fund future deals. We are also launching several new trade shows which either extend from existing sectors we are in, such as the food industry, or will bring us into new, high-growth industries. Largely the result of our recently formed Xcelerator unit which is focused on new show development, we expect two new show launches in 2022 and another three projected for 2023. The £rst of these new launches was SIAL America, a food show in partnership with a French company, Comexposium, which co-located with International Pizza Expo in Las Vegas in March. Over time, we expect the Xcelerator unit to become an impactful, pro£table contributor to our organic growth rate, delivering strong returns on our upfront investment in this initiative. Taken together, these moves to optimize our portfolio are expected to increase our exposure to high growth industries and products which we expect to translate into improved Company growth and pro£tability in the coming years.
Beyond portfolio optimization, we are also stepping up our efforts around 365-day engagement with our customers by better operating and leveraging our content assets and providing the ability to transact via our Elastic eCommerce SaaS platform. On the content side, we see tremendous bene£t in increased revenue from scaling viewership and monetization of our growing portfolio of content assets by better aligning with our trade shows and adopting more advanced techniques to deliver leads to our customers. We also believe that we can better source leads for our own events. As marketing is one of our largest costs at Emerald, there is tremendous opportunity for us to ease the burden by better selling our own products through our own media channels. Additionally, there is a strong self-reinforcing value to our live events of delivering content thought leadership to the industries we serve. As being engaged with our customers year-round is one of our highest priorities, we consistently look for ways to deliver that incremental value to our customers.
With Elastic, we expect to bring the ability to transact year-round through our digital platform into new industries and, in time, incorpo-rate the experience into our trade shows giving customers a seamless, integrated and hybrid experience to streamline their buying and selling activity while enabling them to discover new products and customers.
Our last initiative is customer centricity which includes customer service best practices such as post show surveys for all events, stream-lining customer interactions with Emerald, experimentation with new pricing models and bundles, working towards net zero carbon emissions by 2050 and the roll out of match making at all our large events. In our experience, match making, which helps bring together buyers and exhibitors in their speci£c areas of interest, is a meaningful driver of customer loyalty as more scheduled introductions is a strong catalyst for trade show ROI. We continue to step up our investment in technology to create better experiences for our customers. Overall, this initiative is still in its early stages with more substantial results to come as the year progresses.
This is an exciting time at Emerald as we plan for a full slate of events in 2022 as the recovery is fully taking hold. While we are enjoying strong cyclical growth, we are working hard to expand our business and diversify our revenue streams. Historically, Emerald‘s growth was dependent on price increases, minimal new show development and accretive acquisitions. Today, we see a much more open-ended growth opportunity as we work to expand our total addressable market by tapping into larger pools of our clients‘ marketing budgets. To do so, we are working to engage with our customers 365 days a year to boost the volume of leads we can provide through our live events, our SaaS digital marketplace, as well as our publications and digital offerings and continue to make signi£cant progress towards achieving our goal. During the pandemic, we have diversi£ed our business by acquiring and launching new events, as well as purchasing several complementary businesses. We have started 2022 with strong organic growth led by the i high-growth SaaS platform embedded in our business, entry into new high growth industries, and improved digital assets that we expect will provide a more robust model and sustained growth as we look to the future.
To conclude, I would like to thank our employees for their hard work and dedication over the last year. Together, we have positioned Emerald for accelerated growth and a return to strong pro£tability and cash Ÿow generation in the years ahead. This path, along with our unwavering commitment to our employees and customers, will bene£t all our stakeholders.
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Cautionary Statement Concerning Forward-Looking Statements
This letter to stockholders contains certain forward-looking statements, including, but not limited to, management‘s beliefs about the future of the Emerald business, the ongoing impact of COVID-19 on our business, our timing for returning to a normal event schedule, the ability of the events industry and our business to return to levels of performance that existed prior to the outbreak of COVID-19, regulatory trends in the cannabis industry, our ability to continue pursuing an effective M&A strategy, the success of new event launches through our Xcelerator business unit, our ability to integrate and grow our Elastic SaaS business with our existing trade show business, and our ability to execute our strategy and return to organic growth. These statements involve risks and uncertainties, including, but not limited to, governmental, business, economic and public health factors outside of the Company‘s control that may cause its business, industry, strategy, £nancing activities or actual results to differ materially. See 8Risk Factors6 and 8Cautionary ƒote Regarding Forward-Looking Statements6 in the Company‘s most recently £led periodic reports on Form 10-“ and Form 10-‘ and subsequent £lings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROM
Commission File Number 001-38076
Emerald Holding, Inc.
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of
incorporation or organization)
100 Broadway, 14th Floor
New York, NY
(Address of principal executive offices)
Registrant’s telephone number, including area code: (949) 226-5700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01 per share
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
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. YES ☒ NO ☐
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). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
Smaller reporting company
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based on the closing price of the shares of Common Stock on The New York Stock Exchange on June 30, 2021, the last business day of the Registrant’s most recently completed second quarter, was $129.2 million.
47,552,525 shares of the Registrant’s Common Stock, which were held by the Registrant’s executive officers and directors and by certain investment funds affiliated with or managed by Onex Partners as of June 30, 2021 have been excluded from this number in that these persons or entities may be deemed affiliates of the registrant. This assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of Registrant’s Common Stock outstanding as of February 22, 2022 was 70,348,538.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Report. The Registrant’s Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.
Auditor Firm Id:
Auditor Name:PricewaterhouseCoopers LLPAuditor Location:Irvine, California
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Emerald Holding Inc. published this content on 11 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2022 13:40:09 UTC.