SAN JUAN CAPISTRANO, Calif.--(BUSINESS WIRE)--
Emerald Expositions Events, Inc. (NYSE:EEX) (“Emerald” or the “Company”)
today reported financial results for the fourth quarter and full year
ended December 31, 2017.
Fourth Quarter 2017 Highlights
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Revenues increased 3.6% to $31.5 million, compared to $30.4 million
for fourth quarter 2016
-
Net income increased to $40.3 million, compared to a net loss of $24.2
million for fourth quarter 2016
-
2017 fourth quarter net income included the benefit of a $52.1
million tax credit related to the re-measurement of the Company’s
net deferred tax liability at the lower federal corporate tax rate
effective January 1, 2018
-
Net cash provided by operating activities increased 159.4% to $41.5
million, compared to $16.0 million for fourth quarter 2016
-
Adjusted EBITDA, a non-GAAP measure, increased to $1.0 million,
compared to a loss of $0.2 million for fourth quarter 2016
-
Adjusted Net Income, a non-GAAP measure, increased to $0.7 million,
compared to a loss of $6.1 million for fourth quarter 2016
-
Free Cash Flow, a non-GAAP measure, increased 164.9% to $39.2 million,
compared to $14.8 million for fourth quarter 2016
Full Year 2017 Highlights
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Revenues increased 5.6% to $341.7 million, compared to $323.7 million
for full year 2016
-
Net income increased by $59.6 million to $81.8 million, compared to
$22.2 million for full year 2016
-
As noted above, 2017 net income included the benefit of a $52.1
million tax credit related to the re-measurement of the Company’s
net deferred tax liability at the lower federal corporate tax rate
effective January 1, 2018
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Net cash provided by operating activities increased 19.1% to $110.8
million, compared to $93.0 million for full year 2016
-
Adjusted EBITDA, a non-GAAP measure, increased 3.8% to $157.9 million,
compared to $152.1 million for full year 2016
-
Adjusted Net Income, a non-GAAP measure, increased 26.1% to $80.3
million, compared to $63.7 million for full year 2016
-
Free Cash Flow, a non-GAAP measure, increased 20.3% to $107.8 million,
compared to $89.6 million for full year 2016
Fourth Quarter and Full Year 2017 Financial
Performance
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Three Months Ended December 31,
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Year Ended December 31,
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(in millions, except percentages and per share data)
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2017
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2016
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Change
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% Change
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2017
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2016
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Change
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% Change
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Revenues
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$
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31.5
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$
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30.4
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$
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1.1
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3.6
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%
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$
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341.7
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$
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323.7
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$
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18.0
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5.6
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%
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Net income (loss)
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$
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40.3
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$
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(24.2
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)
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$
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64.5
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nmf
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$
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81.8
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$
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22.2
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$
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59.6
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268.5
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%
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Net cash provided by operating activities
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$
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41.5
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$
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16.0
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$
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25.5
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159.4
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%
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$
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110.8
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$
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93.0
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$
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17.8
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19.1
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%
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Diluted EPS
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$
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0.53
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$
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(0.39
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)
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$
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0.92
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nmf
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$
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1.13
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$
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0.35
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$
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0.78
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223.4
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%
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Non-GAAP measures:
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Adjusted EBITDA
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$
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1.0
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$
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(0.2
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)
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$
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1.2
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nmf
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$
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157.9
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$
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152.1
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$
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5.8
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3.8
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%
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Adjusted Net Income (Loss)
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$
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0.7
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$
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(6.1
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)
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$
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6.8
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nmf
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$
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80.3
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$
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63.7
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$
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16.6
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26.0
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%
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Adjusted Diluted EPS
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$
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0.01
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$
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(0.10
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)
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$
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0.11
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nmf
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$
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1.11
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$
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1.01
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$
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0.11
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10.6
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%
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Free Cash Flow
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$
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39.2
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$
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14.8
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$
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24.4
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164.9
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%
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$
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107.8
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$
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89.6
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$
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18.2
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20.3
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%
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“We delivered solid growth in revenues, Adjusted EBITDA and Free Cash
Flow in the fourth quarter of 2017,” reported David Loechner, President
and Chief Executive Officer of Emerald Expositions. “I was also pleased
that, in late November, we were able to acquire the CPMG group of
events, which is a company that we have long admired and which has
demonstrated consistently strong organic growth over many years. CPMG
brings a new and complementary set of event skills, technologies and
capabilities to the Emerald portfolio.”
Mr. Loechner added, “We have made a good start to 2018 and are
projecting mid to high single-digit revenue growth for the full year,
reflecting low single digit organic growth and the financial benefits of
the CPMG acquisition. This growth excludes the effect of any
acquisitions we may consummate this year. We expect good growth in our
Free Cash Flow from the approximately $108 million we generated in 2017,
and we remain committed to using that cash flow predominantly to
purchase events that will further strengthen our portfolio and generate
incremental returns for our shareholders.”
Financial & Operational Results
For the fourth quarter of 2017, Emerald reported revenues of $31.5
million compared to revenues of $30.4 million for the fourth quarter of
2016, an increase of $1.1 million, or 3.6%. Organic revenue growth for
the quarter of $2.4 million, or 8.2%, was partly driven by two
successful show launches, and was offset by the show timing difference
for ISS Fort Worth and a small discontinued event. Acquisitions
contributed $0.2 million of revenue in the fourth quarter.
Cost of Revenues of $9.6 million for the fourth quarter of 2017
increased by 2.1%, or $0.2 million, from $9.4 million for the fourth
quarter of 2016. This increase reflected $1.0 million of incremental
costs associated with organic revenue growth, including show launches,
partially offset by $0.4 million in cost savings on the discontinued
event, a $0.3 million decrease in costs related to acquisitions and $0.1
million of lower costs in the quarter due to the show timing difference
for ISS Fort Worth.
Selling, General & Administrative Expense (SG&A) of $26.0 million for
the fourth quarter of 2017 increased by 5.3%, or $1.3 million, from
$24.7 million for the fourth quarter of 2016. The 2017 fourth quarter
expense included one-time acquisition transaction costs, IPO and other
related activities costs and transition costs which, together, were $1.2
million higher than in the fourth quarter of 2016.
Net Income of $40.3 million for the fourth quarter of 2017 increased by
$64.5 million, from a net loss of $24.2 million for the fourth quarter
of 2016. The substantial increase included the benefit of a $52.1
million deferred tax credit related to the re-measurement of the
Company’s deferred tax liabilities at the new 21% federal corporate tax
rate, effective January 1, 2018. In addition, there was an $5.8 million
decrease in interest expense for the fourth quarter of 2017 compared to
the prior year period, which was the result of the lower outstanding
debt balances and interest rates as a result of the refinancing and debt
repricing transactions that have occurred since 2016. The fourth quarter
of 2016 included a $12.8 million loss on extinguishment of debt.
For the fourth quarter of 2017, Adjusted EBITDA was $1.0 million
compared to a loss of $0.2 million for the fourth quarter of 2016, an
improvement of $1.2 million. The improvement reflected $1.4 million of
organic growth, including the benefit of launches, and $0.2 million of
benefit from the discontinued event, offset by $0.4 million in excess
costs over revenues for acquisitions.
For a discussion of our presentation of Adjusted EBITDA, which is a
non-GAAP measure, see below under the heading “Non-GAAP Financial
Information.” For a reconciliation of Adjusted EBITDA to Net Income see
Appendix I attached hereto.
Cash Flow
Net cash provided by operating activities increased by $25.5 million to
$41.5 million in the fourth quarter of 2017 compared to $16.0 million in
the fourth quarter of 2016, reflecting lower financing and
refinancing-related cash flows together with a higher cash inflow from
changes in working capital.
Capital expenditures were $2.3 million for the fourth quarter of 2017,
compared to $1.2 million for the fourth quarter of 2016.
Free Cash Flow, which we define as net cash provided by operating
activities less capital expenditures, was $39.2 million for the fourth
quarter of 2017, compared to $14.8 million in the fourth quarter of 2016.
For a discussion of our presentation of Free Cash Flow, see below under
the heading “Non-GAAP Financial Information”. For a reconciliation of
Free Cash Flow to net cash provided by operating activities, see
Appendix I attached hereto.
Liquidity and Financial Position
As of December 31, 2017, Emerald’s cash and cash equivalents were $10.9
million and gross debt was $562.2 million. Acquisition Adjusted EBITDA,
which is the liquidity measure used to test certain covenants in our
senior secured credit facilities, was $161.9 million for the year ended
December 31, 2017. Net debt (gross debt less cash and cash equivalents)
was $551.3 million and Emerald’s net debt leverage ratio at the end of
the fiscal year was 3.4 times Acquisition Adjusted EBITDA for the year
ended December 31, 2017. The Company has chosen not to include an
adjustment for the pro forma Adjusted EBITDA of the SIA Snow Show,
acquired in May 2017, in Acquisition Adjusted EBITDA for the year ended
December 31, 2017.
For a discussion of our presentation of Acquisition Adjusted EBITDA,
which is a non-GAAP measure, see below under the heading “Non-GAAP
Financial Information”. For a reconciliation of Acquisition Adjusted
EBITDA to net income see Appendix I attached hereto.
Dividends
On January 26, 2018, the Board of Directors of the Company approved the
payment of a cash dividend of $0.07 per share for the quarter ending
March 31, 2018 to holders of the Company’s common stock. The dividend is
expected to be paid on or about February 23, 2018 to stockholders of
record on February 9, 2018.
Management intends to propose, and expects the Board of Directors will
approve, a 3.6% increase in the quarterly cash dividend rate, to $0.0725
per share effective for the second quarter 2018 dividend. The
incremental quarterly cash cost of the proposed increase would be $0.2
million.
Outlook (forward-looking statements) and Key
Assumptions
For the year ending December 31, 2018, Emerald management expects:
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Total revenue growth of 7.4% to 9.7%, or revenue in a range of
approximately $367 million to $375 million
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Organic revenue growth of 1.5% to 3.5%
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Adjusted EBITDA in the range of $158 million to $162 million, or
growth of 0.1% to 2.6%
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Adjusted Net Income in the range of $90 million to $100 million, or
growth of 12.1% to 24.5%
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Adjusted EPS in the range of $1.20 to $1.30, or growth of 8.1% to 17.1%
-
Free Cash Flow in the range of $110 million to $120 million
The above outlook does not incorporate any further acquisitions we may
pursue. See discussion of non-GAAP financial measures at the end of this
release.
Conference Call and Webcast Details
As previously announced, the Company will hold a conference call to
discuss its fourth quarter and full year 2017 results at 11:00 am ET on
Thursday, February 22, 2018.
The conference call can be accessed by dialing 1-877-407-9039 (domestic)
or 1-201-689-8470 (international). A telephonic replay will be available
approximately two hours after the call by dialing 1-844-512-2921, or for
international callers, 1-412-317-6671. The passcode for the replay is
13675216. The replay will be available until 11:59 pm (Eastern Time) on
March 1, 2018.
Interested investors and other parties can access the webcast of the
live conference call by visiting the Investors section of Emerald’s
website at http://investor.emeraldexpositions.com.
An online replay will be available on the same website immediately
following the call.
About Emerald Expositions
Emerald is a leading operator of business-to-business trade shows in the
United States. We currently operate more than 55 trade shows, as well as
numerous other face-to-face events. In 2017, Emerald’s events connected
over 500,000 global attendees and exhibitors and occupied more than 6.9
million net square feet of exhibition space.
Non-GAAP Financial Information
This press release presents certain “non-GAAP” financial measures. The
components of these non-GAAP measures are computed by using amounts that
are determined in accordance with accounting principles generally
accepted in the United States of America (“GAAP”). A reconciliation of
non-GAAP financial measures used in this press release to their nearest
comparable GAAP financial measures is included in Appendix I attached
hereto.
The Company provides certain guidance solely on a non-GAAP basis because
the Company cannot predict certain elements that would be required in
certain reported GAAP results. The Company has not presented a
quantitative reconciliation of the forward-looking non-GAAP measures,
Adjusted EBITDA and Adjusted Net Income, to net income, and Free Cash
Flow, to net cash provided by operating activities, their most
comparable GAAP financial measures, because it is impractical to
forecast certain items without unreasonable efforts due to the
uncertainty and inherent difficulty of predicting the occurrence and
financial impact of and the periods in which such items may be
recognized. For Adjusted EBITDA and Adjusted Net Income, these items are
generally expected to be similar to the kinds of charges and costs
excluded from Adjusted EBITDA and Adjusted Net Income in prior periods
and include, but are not limited to, acquisition-related expenses,
stock-based compensation, income tax expense, the effects of scheduling
adjustments (in the case of Adjusted EBITDA only) and other assumptions
about capital requirements for future periods. For Free Cash Flow, this
includes assumptions about capital requirements for future periods. The
variability of these items may have a significant impact on our future
GAAP financial results.
We use Adjusted EBITDA because we believe it assists investors and
analysts in comparing Emerald’s operating performance across reporting
periods on a consistent basis by excluding items that we do not believe
are indicative of our core operating performance. Management and
Emerald’s board of directors use Adjusted EBITDA to assess our financial
performance and believe it is helpful in highlighting trends because it
excludes the results of decisions that are outside the control of
management, while other measures can differ significantly depending on
long-term strategic decisions regarding capital structure, the tax
jurisdictions in which we operate, and capital investments. Adjusted
EBITDA should not be considered as an alternative to net income as a
measure of financial performance or to cash flows from operations as a
liquidity measure.
We define Adjusted EBITDA as net income before (i) interest expense,
(ii) loss on extinguishment of debt, (iii) income tax expense, (iv)
depreciation and amortization, (v) stock-based compensation, (vi)
deferred revenue adjustment, (vii) intangible asset impairment charge,
(viii) unrealized loss on interest rate swap and floor, net, (ix) the
Onex management fee (which ended prior to the Company’s initial public
offering), (x) material show scheduling adjustments, and (xi) other
items that management believes are not part of our core operations.
In addition to net income presented in accordance with GAAP, we present
Adjusted Net Income because we believe it assists investors and analysts
in comparing our operating performance across reporting periods on a
consistent basis by excluding items that we do not believe are
indicative of our core operating performance. Our presentation of
Adjusted Net Income adjusts net income for (i) loss on extinguishment of
debt, (ii) stock-based compensation, (iii) deferred revenue adjustment,
(iv) intangible asset impairment charge, (v) the Onex management fee
(which ended prior to the Company’s initial public offering), (vi) other
items that management believes are not part of our core operations,
(vii) amortization of deferred financing fees and discount, (viii)
amortization of (acquired) intangible assets and (ix) tax adjustments
related to non-GAAP adjustments.
We use Adjusted Net Income as a supplemental metric to evaluate our
business’s performance in a way that also considers our ability to
generate profit without the impact of certain items.
For example, it is useful to exclude stock-based compensation expenses
because the amount of such expenses in any specific period may not
directly correlate to the underlying performance of our business, and
these expenses can vary significantly across periods due to timing of
new stock-based awards. We also exclude professional fees associated
with debt refinancing, the amortization of intangible assets and certain
discrete costs, including deferred revenue adjustments, impairment
charges and transaction costs (including professional fees and other
expenses associated with acquisition activity) in order to facilitate a
period-over-period comparison of our financial performance. This measure
also reflects an adjustment for the difference between cash amounts paid
in respect of taxes and the amount of tax recorded in accordance with
GAAP. Each of the normal recurring adjustments and other adjustments
described in this paragraph help to provide management with a measure of
our operating performance over time by removing items that are not
related to day-to-day operations or are noncash expenses.
Adjusted Net Income is a supplemental non-GAAP financial measure of
operating performance and is not based on any standardized methodology
prescribed by GAAP. Adjusted Net Income should not be considered in
isolation or as an alternative to net income, cash flows from operating
activities or other measures determined in accordance with GAAP. Also,
Adjusted Net Income is not necessarily comparable to similarly titled
measures presented by other companies.
We present Free Cash Flow because we believe it is a useful indicator of
liquidity that provides information to management and investors about
the amount of cash generated from our core operations that, after
capital expenditures, can be used to maintain and grow our business, for
the repayment of indebtedness, payment of dividends and to fund
strategic opportunities. Free Cash Flow is a supplemental non-GAAP
measure of liquidity and is not based on any standardized methodology
prescribed by GAAP. Free Cash Flow should not be considered in isolation
or as an alternative to cash flows from operating activities or other
measures determined in accordance with GAAP.
We present Acquisition Adjusted EBITDA because our senior secured credit
facilities contain incurrence-based covenants which restrict, subject to
various exceptions, our ability to take certain actions (such as
incurring additional secured and unsecured indebtedness, making certain
investments and paying certain dividends) unless we meet certain ratios.
These ratios are calculated on the basis of our Acquisition Adjusted
EBITDA, calculated on a trailing four-quarter basis. Acquisition
Adjusted EBITDA is a supplemental non-GAAP measure of liquidity and is
not based on any standardized methodology prescribed by GAAP.
Acquisition Adjusted EBITDA is defined as net income before (i) interest
expense, (ii) loss on extinguishment of debt, (iii) income tax expense,
(iv) depreciation and amortization, (v) stock-based compensation, (vi)
deferred revenue adjustment, (vii) intangible asset impairment charge,
(viii) unrealized loss on interest rate swap and floor, net, (ix) the
Onex management fee (prior to our IPO),(x) other items that management
believes are not part of our core operations and (xi) the results of
shows associated with acquisitions made during the period presented and
for timing differences with respect to annual trade shows. Acquisition
Adjusted EBITDA is not defined under GAAP, and is subject to important
limitations, including that it excludes certain normal recurring
expenses and one-time cash adjustments that we consider to not be
indicative of our ongoing operating performance.
Other companies may compute these measures differently. No non-GAAP
metric should be considered as an alternative to any other measure
derived in accordance with GAAP.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains certain forward-looking statements,
including full year guidance with respect to revenue growth, Adjusted
Net Income, Adjusted EPS, Free Cash Flow and Adjusted EBITDA. These
statements are based on management’s expectations as well as estimates
and assumptions prepared by management that, although they believe to be
reasonable, are inherently uncertain. These statements involve risks and
uncertainties, including, but not limited to, economic, competitive,
governmental and technological factors outside of the Company’s control
that may cause its business, industry, strategy, financing activities or
actual results to differ materially. See “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2017. The Company
undertakes no obligation to update or revise any of the forward-looking
statements contained herein, whether as a result of new information,
future events or otherwise.
|
|
|
Emerald Expositions Events, Inc. Consolidated
Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited,
dollars in millions, share data in thousands, except earnings per
share data)
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2017
|
|
|
Three Months Ended December 31, 2016
|
|
|
Year Ended December 31, 2017
|
|
|
Year Ended December 31, 2016
|
|
Revenues
|
|
|
|
$
|
31.5
|
|
|
|
$
|
30.4
|
|
|
|
$
|
341.7
|
|
|
|
$
|
323.7
|
|
Other income
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
6.5
|
|
|
|
|
-
|
|
Cost of revenues
|
|
|
|
|
9.6
|
|
|
|
|
9.4
|
|
|
|
|
95.0
|
|
|
|
|
84.4
|
|
Selling, general and administrative expense
|
|
|
|
|
26.0
|
|
|
|
|
24.7
|
|
|
|
|
121.9
|
|
|
|
|
98.9
|
|
Depreciation and amortization expense
|
|
|
|
|
10.9
|
|
|
|
|
10.2
|
|
|
|
|
43.2
|
|
|
|
|
40.0
|
|
Operating (loss) income
|
|
|
|
|
(15.0
|
)
|
|
|
|
(13.9
|
)
|
|
|
|
88.1
|
|
|
|
|
100.4
|
|
Interest expense
|
|
|
|
|
7.4
|
|
|
|
|
13.2
|
|
|
|
|
38.3
|
|
|
|
|
51.4
|
|
Loss on extinguishment of debt
|
|
|
|
|
-
|
|
|
|
|
12.8
|
|
|
|
|
3.0
|
|
|
|
|
12.8
|
|
(Loss) income before income taxes
|
|
|
|
|
(22.4
|
)
|
|
|
|
(39.9
|
)
|
|
|
|
46.8
|
|
|
|
|
36.2
|
|
(Benefit from) provision for income taxes
|
|
|
|
|
(62.7
|
)
|
|
|
|
(15.7
|
)
|
|
|
|
(35.0
|
)
|
|
|
|
14.0
|
|
Net income (loss) and comprehensive income (loss)
|
|
|
|
$
|
40.3
|
|
|
|
$
|
(24.2
|
)
|
|
|
$
|
81.8
|
|
|
|
$
|
22.2
|
|
Basic earnings (loss) per share
|
|
|
|
$
|
0.56
|
|
|
|
$
|
(0.39
|
)
|
|
|
$
|
1.19
|
|
|
|
$
|
0.36
|
|
Diluted earnings (loss) per share
|
|
|
|
$
|
0.53
|
|
|
|
$
|
(0.39
|
)
|
|
|
$
|
1.13
|
|
|
|
$
|
0.35
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
72,331
|
|
|
|
|
61,860
|
|
|
|
|
68,912
|
|
|
|
|
61,859
|
|
Diluted weighted average common shares outstanding
|
|
|
|
|
75,800
|
|
|
|
|
61,860
|
|
|
|
|
72,116
|
|
|
|
|
63,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared per common share
|
|
|
|
$
|
0.07
|
|
|
|
$
|
|
|
|
|
$
|
0.21
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerald Expositions Events, Inc. Consolidated
Balance Sheets (unaudited, dollars in millions, share
data in thousands, except par value)
|
|
|
|
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
10.9
|
|
|
$
|
14.9
|
|
Trade and other receivables, net of allowance for doubtful
accounts of $828 and $693 as of December 31, 2017 and 2016,
respectively
|
|
|
|
62.7
|
|
|
|
57.6
|
|
Prepaid expenses
|
|
|
|
19.9
|
|
|
|
23.0
|
|
Total current assets
|
|
|
|
93.5
|
|
|
|
95.5
|
|
Noncurrent assets
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
3.8
|
|
|
|
3.8
|
|
Goodwill
|
|
|
|
993.7
|
|
|
|
930.3
|
|
Other intangible assets, net
|
|
|
|
545.0
|
|
|
|
541.2
|
|
Other noncurrent assets
|
|
|
|
1.9
|
|
|
|
1.7
|
|
Total assets
|
|
|
$
|
1,637.9
|
|
|
$
|
1,572.5
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities
|
|
|
$
|
25.0
|
|
|
$
|
28.2
|
|
Deferred revenues
|
|
|
|
192.5
|
|
|
|
171.6
|
|
Term loan, current portion
|
|
|
|
5.7
|
|
|
|
8.8
|
|
Total current liabilities
|
|
|
|
223.2
|
|
|
|
208.6
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
Term loan, net of discount and deferred financing fees
|
|
|
|
548.5
|
|
|
|
693.3
|
|
Deferred tax liabilities, net
|
|
|
|
100.2
|
|
|
|
140.1
|
|
Other noncurrent liabilities
|
|
|
|
4.7
|
|
|
|
2.8
|
|
Total liabilities
|
|
|
|
876.6
|
|
|
|
1,044.8
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value; 80,000 authorized at December
31, 2017; no shares issued and outstanding at December 31,
2017 and 2016
|
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.01 par value; authorized shares: 800,000; issued
and outstanding shares: 72,604 and 61,860 at December 31,
2017 and 2016, respectively
|
|
|
|
0.7
|
|
|
|
0.6
|
|
Additional paid-in capital
|
|
|
|
677.1
|
|
|
|
510.3
|
|
Retained earnings
|
|
|
|
83.5
|
|
|
|
16.8
|
|
Total shareholders’ equity
|
|
|
|
761.3
|
|
|
|
527.7
|
|
Total liabilities and shareholders’ equity
|
|
|
$
|
1,637.9
|
|
|
$
|
1,572.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appendix I Emerald
Expositions Events, Inc. Reconciliation of Non-GAAP
Financial Measures (unaudited, dollars in millions,
share data in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
$
|
|
|
|
40.3
|
|
|
|
|
|
$
|
|
|
|
(24.0
|
)
|
|
|
|
|
$
|
|
|
|
81.8
|
|
|
|
|
|
$
|
|
|
|
22.2
|
|
Add (Deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
6.7
|
|
|
|
|
|
|
|
|
|
13.2
|
|
|
|
|
|
|
|
|
|
33.8
|
|
|
|
|
|
|
|
|
|
51.4
|
|
Refinancing and repricing fees
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
-
|
|
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
12.8
|
|
|
|
|
|
|
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
12.8
|
|
(Benefit from) provision for income taxes
|
|
|
|
|
|
|
|
|
|
(62.7
|
)
|
|
|
|
|
|
|
|
|
(15.7
|
)
|
|
|
|
|
|
|
|
|
(35.0
|
)
|
|
|
|
|
|
|
|
|
14.0
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
43.2
|
|
|
|
|
|
|
|
|
|
40.0
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
2.9
|
|
Deferred revenue adjustment
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
0.3
|
|
Management fee
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
0.8
|
|
Contract termination costs (1)
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
-
|
|
Other items (2)
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
13.5
|
|
|
|
|
|
|
|
|
|
7.7
|
|
Scheduling adjustment
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
-
|
|
Adjusted EBITDA
|
|
|
|
|
|
$
|
|
|
|
1.0
|
|
|
|
|
|
$
|
|
|
|
(0.2
|
)
|
|
|
|
|
$
|
|
|
|
157.9
|
|
|
|
|
|
$
|
|
|
|
152.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents contract termination costs incurred in connection with
the relocation of the Outdoor Retailer show from Salt Lake City to
Denver.
|
|
(2)
|
|
Other items for the three months ended December 31, 2017 included:
(i) $2.0 million in transaction costs in connection with certain
acquisition transactions that were completed or pending in 2017
and 2016, (ii) $1.1 million in legal, audit and consulting fees
related to the IPO and other related activities and (iii) $1.5
million in transition costs. Other items for the three months
ended December 31, 2016 included: (i) $1.0 million in transaction
costs incurred in connection with certain acquisition transactions
that were completed or pending as well as acquisitions that were
pursued but not completed in the period (ii) $1.3 million in legal
and consulting fees related to the IPO, and (iii) $1.0 million in
transition costs, primarily related to information technology and
facility rental charges for terminated leases. Other items for the
year ended December 31, 2017 included: (i) $5.7 million in
transaction costs in connection with certain acquisition
transactions that were completed or pending in 2017 and 2016, (ii)
$4.6 million in legal, audit and consulting fees related to the
IPO and other related activities and (iii) $3.2 million in
transition costs. Other items for the year ended December 31, 2016
included (i) $4.0 million in transaction costs incurred in
connection with certain acquisition transactions that were
completed or pending and those that were pursued but not completed
during 2016, (ii) $1.3 million in legal and consulting fees
related to the IPO, and (iii) $2.4 million in transition costs,
primarily related to information technology and facility rental
charges for terminated leases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended December 31,
|
|
|
|
|
Year
ended December 31,
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
$
|
|
|
|
40.3
|
|
|
|
|
|
$
|
|
|
|
(24.0
|
)
|
|
|
|
|
$
|
|
|
|
81.8
|
|
|
|
|
|
$
|
|
|
|
22.2
|
|
|
Add (Deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refinancing charges
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
12.8
|
|
|
|
|
|
|
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
12.8
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
2.9
|
|
|
Deferred revenue adjustment
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
Management fee
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
0.8
|
|
|
Contract termination costs (1)
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Other items (2)
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
13.5
|
|
|
|
|
|
|
|
|
|
7.7
|
|
|
Amortization of deferred financing fees and discount
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
5.3
|
|
|
Amortization of (acquired) intangible assets
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
|
|
9.8
|
|
|
|
|
|
|
|
|
|
41.3
|
|
|
|
|
|
|
|
|
|
38.3
|
|
|
Deferred tax adjustment
|
|
|
|
|
|
|
|
|
|
(52.1
|
)
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
(52.1
|
)
|
|
|
|
|
|
|
|
|
-
|
|
|
Tax adjustments related to non-GAAP adjustments (3)
|
|
|
|
|
|
|
|
|
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
(10.7
|
)
|
|
|
|
|
|
|
|
|
(29.4
|
)
|
|
|
|
|
|
|
|
|
(26.6
|
)
|
|
Adjusted Net Income (Loss)
|
|
|
|
|
|
$
|
|
|
|
0.7
|
|
|
|
|
|
$
|
|
|
|
(6.1
|
)
|
|
|
|
|
$
|
|
|
|
80.3
|
|
|
|
|
|
$
|
|
|
|
63.7
|
|
|
Basic earnings (loss) per share
|
|
|
|
|
|
$
|
|
|
|
0.01
|
|
|
|
|
|
$
|
|
|
|
(0.10
|
)
|
|
|
|
|
$
|
|
|
|
1.16
|
|
|
|
|
|
$
|
|
|
|
1.03
|
|
|
Diluted earnings (loss) per share
|
|
|
|
|
|
$
|
|
|
|
0.01
|
|
|
|
|
|
$
|
|
|
|
(0.10
|
)
|
|
|
|
|
$
|
|
|
|
1.11
|
|
|
|
|
|
$
|
|
|
|
1.01
|
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
72,331
|
|
|
|
|
|
|
|
|
|
61,860
|
|
|
|
|
|
|
|
|
|
68,912
|
|
|
|
|
|
|
|
|
|
61,859
|
|
|
Diluted weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
75,800
|
|
|
|
|
|
|
|
|
|
61,860
|
|
|
|
|
|
|
|
|
|
72,116
|
|
|
|
|
|
|
|
|
|
63,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents contract termination costs described in Note 1 above.
|
|
(2)
|
|
Represents other items described in Note 2 above.
|
|
(3)
|
|
Reflects application of U.S. federal and state enterprise tax rate
of 25.3% and 36.5% for the three and twelve months ended December
31, 2017, respectively, and a rate of 39.3% and 39.1% for the three
and twelve months ended December 31, 2016, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
|
|
$
|
41.5
|
|
|
|
|
|
|
$
|
16.0
|
|
|
|
|
|
|
$
|
110.8
|
|
|
|
|
|
|
$
|
93.0
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
3.0
|
|
|
|
|
|
|
|
3.4
|
|
Free Cash Flow
|
|
|
|
|
|
|
|
|
$
|
39.2
|
|
|
|
|
|
|
$
|
14.8
|
|
|
|
|
|
|
$
|
107.8
|
|
|
|
|
|
|
$
|
89.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

View source version on businesswire.com: http://www.businesswire.com/news/home/20180222005477/en/
Source: Emerald Expositions Events, Inc.