SAN JUAN CAPISTRANO, Calif.--(BUSINESS WIRE)--
Emerald Expositions Events, Inc. (NYSE:EEX) (“Emerald” or the
“Company”), a leading U.S. business-to-business trade show, event, and
conference producer, today reported financial results for the third
quarter ended September 30, 2018.
Third Quarter 2018 Highlights
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Revenues increased 2.7% to $103.1 million, compared to $100.4 million
for third quarter 2017
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Net income increased by 8.9% to $20.9 million, compared to $19.2
million for third quarter 2017
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Net cash provided by operating activities increased 30.6% to $14.1
million, compared to $10.8 million for third quarter 2017
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Adjusted EBITDA, a non-GAAP measure, decreased 2.5% to $51.6 million,
compared to $52.9 million for third quarter 2017
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Adjusted Net Income, a non-GAAP measure, increased 18.1% to $32.0
million, compared to $27.1 million for third quarter 2017
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Free Cash Flow, a non-GAAP measure, increased 28.3% to $13.6 million,
compared to $10.6 million for third quarter 2017
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Third Quarter and Year-to-Date 2018
Financial Performance
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2018
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2017
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Change
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% Change
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2018
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2017
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Change
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% Change
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(unaudited, in millions, except percentages and per share data)
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Revenues
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$
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103.1
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$
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100.4
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$
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2.7
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2.7
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%
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$
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323.7
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$
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310.2
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$
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13.5
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4.4
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%
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Net income
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$
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20.9
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$
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19.2
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$
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1.7
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8.9
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%
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$
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64.9
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$
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41.5
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$
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23.4
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56.4
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%
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Net cash provided by operating activities
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$
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14.1
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$
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10.8
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$
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3.3
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30.6
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%
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$
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68.5
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$
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69.1
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$
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(0.6
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(0.9
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%)
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Diluted EPS
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$
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0.28
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$
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0.25
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$
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0.03
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12.0
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%
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$
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0.86
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$
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0.59
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$
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0.27
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45.8
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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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51.6
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$
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52.9
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$
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(1.3
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(2.5
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%)
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$
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154.4
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$
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154.9
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$
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(0.5
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(0.3
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%)
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Adjusted Net Income
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$
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32.0
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$
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27.1
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$
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4.9
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18.1
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%
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$
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99.6
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$
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78.3
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$
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21.3
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27.2
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%
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Adjusted Diluted EPS
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$
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0.42
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$
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0.36
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$
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0.06
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16.7
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%
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$
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1.32
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$
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1.11
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$
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0.21
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18.9
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%
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Free Cash Flow
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$
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13.6
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$
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10.6
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$
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3.0
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28.3
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%
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$
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65.3
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$
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68.4
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$
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(3.1
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(4.5
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%)
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“For the third quarter of the year, our trade show portfolio performed
in line with our expectations as robust growth from several of our trade
shows, including Outdoor Retailer Summer Market and CEDIA Expo, was
offset by softness in NY NOW and ASD. Importantly, we believe that our
initiatives designed to address the challenges in NY NOW and ASD are
starting to have an effect and, while they may take a few cycles to
fully take hold, we are on the right long-term path to stabilize the
performance of these important franchises,” reported Philip Evans,
Emerald’s Chief Financial Officer, who will assume the additional roles
of Interim President and Chief Executive Officer of Emerald Expositions,
effective November 8, 2018.
Mr. Evans added, “In August, we were pleased to acquire a group of
technology brands that uniquely complement our CEDIA Expo trade show
and, approximately two weeks ago, we were delighted to follow this with
the acquisition of a portfolio of leading trade shows in the hospitality
and design sector. We expect these two transactions, which together took
our M&A spend this year to more than $70 million, to be immediately
additive to earnings and free cash flow, and to positively affect our
future growth trajectory. Looking forward, our pipeline of potential
acquisitions is strong and we remain committed to driving increased
shareholder returns through our selective M&A strategy.”
Financial & Operational Results
For the third quarter of 2018, Emerald reported revenues of $103.1
million compared to revenues of $100.4 million for the third quarter of
2017, an increase of $2.7 million, or 2.7%. Organic revenues for the
trade show portfolio declined approximately 2.0% over the prior year,
after adjusting for insurance proceeds related to two shows that were
impacted by Hurricane Irma and a show scheduling difference for an event
that staged in the third quarter of 2017 and will stage in the fourth
quarter of the current year. The underlying performance reflected good
growth in several of the quarter’s shows, most notably Outdoor Retailer
Summer Market and CEDIA Expo, offset by declines, as expected, in a few
of our other third quarter shows, particularly NY NOW and ASD. Overall
organic revenues, which represents revenues after excluding $2.0 million
in the quarter from the CPMG and technology brands acquisitions,
decreased approximately 3% as the Other Events and Other Marketing
Services revenues declined at a modestly higher rate than trade show
revenues.
Cost of Revenues of $25.9 million for the third quarter of 2018
decreased by 4.8%, or $1.3 million, from $27.2 million for the third
quarter of 2017. This decrease was largely driven by cost reductions in
several shows and the timing effect of a show staging in the fourth
quarter of this year versus the third quarter of last year, partly
offset by incremental costs attributable to acquisitions.
Selling, General & Administrative Expense (“SG&A”) of $29.7 million for
the third quarter of 2018 increased by 1.0%, or $0.3 million, from $29.4
million for the third quarter of 2017. SG&A for the third quarter of
2018 included incremental costs attributable to acquisitions and an
increase in stock-based compensation, largely offset by one-time
acquisition transaction costs, public company and other related
activities costs and transition costs that, in aggregate, were modestly
lower than in the third quarter of 2017.
Net Income of $20.9 million for the third quarter of 2018 increased by
8.9% or $1.7 million, from $19.2 million for the third quarter of 2017.
The key driver of the increase was a $5.6 million decrease in income tax
expense, mainly reflecting the change in US federal income tax rates
from 35% to 21% effective January 1, 2018. This benefit was partially
offset by a decline in operating income and higher interest expense
related to higher average borrowing rates under Emerald’s senior secured
credit facilities in the third quarter of 2018.
For the third quarter of 2018, Adjusted EBITDA was $51.6 million,
compared to $52.9 million for the third quarter of 2017, a decrease of
2.5%, or $1.3 million. The decrease partly reflected a slightly
unfavorable show mix and net excess expenses in the quarter for
acquisitions.
For a discussion of the Company’s 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 $3.3 million to
$14.1 million in the third quarter of 2018, compared to $10.8 million in
the third quarter of 2017. The key items affecting the quarter’s cash
flow were a $1.7 million reduction in the amount of one-time acquisition
transaction costs, public company and other related activities costs and
transition costs paid in the third quarter of 2018, partly offset by the
impact of $2.8 million of increased cash used for tax payments, now that
the Company has utilized all its tax assets relating to net operating
losses in prior periods. The balance of the increase was mainly
attributable to an improvement in working capital.
Capital expenditures were $0.5 million for the third quarter of 2018,
compared to $0.2 million for the third quarter of 2017.
Free Cash Flow, which we define as net cash provided by operating
activities less capital expenditures, was $13.6 million for the third
quarter of 2018, compared to $10.6 million in the third quarter of 2017.
For a discussion of our presentation of Free Cash Flow, which is a
non-GAAP measure, 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 September 30, 2018, Emerald’s cash and cash equivalents were $13.8
million and gross debt was $537.9 million, resulting in net debt (gross
debt less cash and cash equivalents) of $524.1 million.
Dividend
On October 26, 2018, the Board of Directors approved the payment of a
cash dividend of $0.0725 per share for the quarter ending December 31,
2018 to holders of the Company’s common stock. The dividend is expected
to be paid on or about November 28, 2018 to stockholders of record on
November 14, 2018.
Outlook (forward-looking statements) and Key
Assumptions
The Company’s outlook for the year ending December 31, 2018 has been
updated to reflect the latest expectations for the full year, including
the impact of the two acquisitions completed since the Company’s second
quarter earnings call on August 2, 2018. Emerald management now expects
the financial performance metrics outlined below:
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Total revenue growth of 10.3% to 11.5%, or revenue in a range of
approximately $377 million to $381 million
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Includes combined revenue for the two recent acquisitions
estimated in the range of approximately $15 million to $18 million
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Organic revenue growth of 0.6% to 1.0%
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Adjusted EBITDA in the range of $161 million to $164 million, or
growth of 2.0% to 3.9%
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Includes combined Adjusted EBITDA for the two recent acquisitions
estimated in the range of approximately $5 million to $6 million
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Adjusted Net Income in the range of $99 million to $101 million, or
growth of 23.3% to 25.8%
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Includes combined Adjusted Net Income for the two recent
acquisitions estimated in the range of approximately $3 million to
$4 million
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Adjusted Diluted EPS in the range of $1.29 to $1.34, or growth of
16.2% to 20.7%
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Includes a combined impact on Adjusted Diluted EPS due to the two
recent acquisitions estimated in the range of approximately $0.04
to $0.06
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Free Cash Flow in the range of $100 million to $110 million
The above outlook does not incorporate the impact of any further
acquisitions that Emerald may pursue or other unforeseen developments.
See discussion of non-GAAP financial measures at the end of this release.
Commenting on the updated guidance, Mr. Evans noted, “In a couple of
weeks’ time, we will stage our new Outdoor Retailer Winter Market,
adding a third show to our successful Outdoor Retailer trade show
franchise. This first November-timed show, while debuting as the twelfth
largest show in our portfolio, will be somewhat smaller than we had
anticipated. This fact, together with the cancellation of two of our
planned fourth quarter launches, has combined to reduce our organic
revenue growth expectation for the 2018 full year, as noted in our
updated guidance.” Mr. Evans added, “The portfolio of recently acquired
hospitality and design shows includes two trade shows that stage in
November, namely BDNY and HX: The Hotel Experience. Consequently, the
expected results from these two shows are also reflected in our 2018
financial outlook.”
Conference Call and Webcast Details
As previously announced, the Company will hold a conference call to
discuss its third quarter 2018 results at 11:00 am ET on Thursday,
November 1, 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
13683593. The replay will be available until 11:59 pm (Eastern Time) on
November 8, 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, or Adjusted Diluted EPS, 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 acquired intangible assets
and certain discrete costs, including deferred revenue adjustments,
impairment charges and transaction costs (including professional fees
and other expenses associated with acquisition activity) in order to
facilitate a period-over-period comparison of our financial performance.
This measure also reflects an adjustment for the difference between cash
amounts paid in respect of taxes and the amount of tax recorded in
accordance with GAAP. Each of the normal recurring adjustments and other
adjustments described in this paragraph help to provide management with
a measure of our operating performance over time by removing items that
are not related to day-to-day operations or are noncash expenses.
Adjusted Net Income is a supplemental non-GAAP financial measure of
operating performance and is not based on any standardized methodology
prescribed by GAAP. Adjusted Net Income should not be considered in
isolation or as an alternative to net income, cash flows from operating
activities or other measures determined in accordance with GAAP. Also,
Adjusted Net Income is not necessarily comparable to similarly titled
measures presented by other companies.
Adjusted Diluted EPS is defined as Adjusted Net Income divided by
diluted weighted average common shares outstanding.
We present Free Cash Flow because we believe it is a useful indicator of
liquidity that provides information to management and investors about
the amount of cash generated from our core operations that, after
capital expenditures, can be used to maintain and grow our business, for
the repayment of indebtedness, payment of dividends and to fund
strategic opportunities. Free Cash Flow is a supplemental non-GAAP
measure of liquidity and is not based on any standardized methodology
prescribed by GAAP. Free Cash Flow should not be considered in isolation
or as an alternative to cash flows from operating activities or other
measures determined in accordance with GAAP.
Other companies may compute these measures differently. No non-GAAP
metric should be considered as an alternative to any other measure
derived in accordance with GAAP.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains certain forward-looking statements,
including assumptions about the expected financial performance of recent
acquisitions, our ability to execute our acquisition strategy to
accelerate growth and 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.
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Emerald Expositions Events, Inc.
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Condensed Consolidated Statements of Income and Comprehensive
Income
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(unaudited, dollars in millions, share data in thousands,
except earnings per share data)
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|
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Three Months
Ended
September 30,
2018
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|
|
|
Three Months
Ended
September 30,
2017
|
|
|
|
|
Nine Months
Ended
September 30,
2018
|
|
|
|
|
Nine Months
Ended
September 30,
2017
|
|
Revenues
|
|
|
|
$
|
103.1
|
|
|
|
|
$
|
100.4
|
|
|
|
|
$
|
323.7
|
|
|
|
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$
|
310.2
|
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Other income
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|
|
|
|
-
|
|
|
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|
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6.5
|
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|
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-
|
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6.5
|
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Cost of revenues
|
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|
|
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25.9
|
|
|
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|
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27.2
|
|
|
|
|
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91.7
|
|
|
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|
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85.4
|
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Selling, general and administrative expense
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|
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29.7
|
|
|
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29.4
|
|
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90.0
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95.9
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Depreciation and amortization expense
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11.4
|
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10.9
|
|
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34.2
|
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|
|
|
|
32.3
|
|
Operating income
|
|
|
|
|
36.1
|
|
|
|
|
|
39.4
|
|
|
|
|
|
107.8
|
|
|
|
|
|
103.1
|
|
Interest expense(1) |
|
|
|
|
7.3
|
|
|
|
|
|
6.7
|
|
|
|
|
|
21.1
|
|
|
|
|
|
30.9
|
|
Loss on extinguishment of debt(1) |
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
3.0
|
|
Income before income taxes
|
|
|
|
|
28.8
|
|
|
|
|
|
32.7
|
|
|
|
|
|
86.7
|
|
|
|
|
|
69.2
|
|
Provision for income taxes
|
|
|
|
|
7.9
|
|
|
|
|
|
13.5
|
|
|
|
|
|
21.8
|
|
|
|
|
|
27.7
|
|
Net income and comprehensive income
|
|
|
|
$
|
20.9
|
|
|
|
|
$
|
19.2
|
|
|
|
|
$
|
64.9
|
|
|
|
|
$
|
41.5
|
|
Basic earnings per share
|
|
|
|
$
|
0.29
|
|
|
|
|
$
|
0.27
|
|
|
|
|
$
|
0.89
|
|
|
|
|
$
|
0.61
|
|
Diluted earnings per share
|
|
|
|
$
|
0.28
|
|
|
|
|
$
|
0.25
|
|
|
|
|
$
|
0.86
|
|
|
|
|
$
|
0.59
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
73,063
|
|
|
|
|
|
72,202
|
|
|
|
|
|
72,893
|
|
|
|
|
|
67,756
|
|
Diluted weighted average common shares outstanding
|
|
|
|
|
75,398
|
|
|
|
|
|
75,710
|
|
|
|
|
|
75,688
|
|
|
|
|
|
70,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared per common share
|
|
|
|
$
|
0.0725
|
|
|
|
|
$
|
0.07
|
|
|
|
|
$
|
0.2150
|
|
|
|
|
$
|
0.14
|
|
(1)
|
|
As previously disclosed in the Company’s 2017 Annual Report on Form
10-K, during the fourth quarter of 2017, we identified a
classification error related to certain debt extinguishment costs
incurred as part of our debt refinancing in May 2017. Management
considered both quantitative and qualitative factors in assessing
the materiality of the classification error individually, and in the
aggregate, and determined that the classification error was not
material to interim periods. As such, we have revised the
consolidated statements of income and comprehensive income (loss)
for the interim period ended June 30, 2017 to reflect a decrease to
interest expense of $2.3 million and an increase to loss on
extinguishment of debt of $2.8 million.
|
|
|
|
|
|
|
|
|
|
|
|
Emerald Expositions Events, Inc.
|
|
Condensed Consolidated Balance Sheets
|
|
(dollars in millions, share data in thousands, except par value)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2018
|
|
|
|
|
December 31,
2017
|
|
|
|
|
(unaudited)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
$
|
13.8
|
|
|
|
|
$
|
10.9
|
|
Trade and other receivables, net of allowance for doubtful
accounts of
$0.7 million and $0.8 million, as of September 30, 2018 and
December 31, 2017, respectively.
|
|
|
|
|
85.9
|
|
|
|
|
|
62.7
|
|
Prepaid expenses
|
|
|
|
|
13.4
|
|
|
|
|
|
19.9
|
|
Total current assets
|
|
|
|
|
113.1
|
|
|
|
|
|
93.5
|
|
Noncurrent assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
3.8
|
|
|
|
|
|
3.8
|
|
Goodwill
|
|
|
|
|
1,005.8
|
|
|
|
|
|
993.7
|
|
Intangible assets, net
|
|
|
|
|
528.7
|
|
|
|
|
|
545.0
|
|
Other noncurrent assets
|
|
|
|
|
1.7
|
|
|
|
|
|
1.9
|
|
Total assets
|
|
|
|
$
|
1,653.1
|
|
|
|
|
$
|
1,637.9
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities
|
|
|
|
$
|
35.2
|
|
|
|
|
$
|
25.0
|
|
Deferred revenues
|
|
|
|
|
158.2
|
|
|
|
|
|
192.6
|
|
Term loan, current portion
|
|
|
|
|
5.7
|
|
|
|
|
|
5.7
|
|
Total current liabilities
|
|
|
|
|
199.1
|
|
|
|
|
|
223.3
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan, net of discount and deferred financing fees
|
|
|
|
|
525.4
|
|
|
|
|
|
548.5
|
|
Deferred tax liabilities, net
|
|
|
|
|
105.4
|
|
|
|
|
|
100.2
|
|
Other noncurrent liabilities
|
|
|
|
|
2.7
|
|
|
|
|
|
4.7
|
|
Total liabilities
|
|
|
|
|
832.6
|
|
|
|
|
|
876.7
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; authorized shares: 800,000; issued
and
outstanding shares: 73,089 and 72,604 at September 30, 2018 and
December 31, 2017, respectively
|
|
|
|
|
0.7
|
|
|
|
|
|
0.7
|
|
Additional paid-in capital
|
|
|
|
|
687.1
|
|
|
|
|
|
677.1
|
|
Retained earnings
|
|
|
|
|
132.7
|
|
|
|
|
|
83.4
|
|
Total shareholders’ equity
|
|
|
|
|
820.5
|
|
|
|
|
|
761.2
|
|
Total liabilities and shareholders’ equity
|
|
|
|
$
|
1,653.1
|
|
|
|
|
$
|
1,637.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Appendix I
|
|
Emerald Expositions Events, Inc.
|
|
Reconciliation of Non-GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended September 30,
|
|
|
|
|
Nine Months
Ended September 30,
|
|
|
|
|
|
2018
|
|
|
|
|
2017
|
|
|
|
|
2018
|
|
|
|
|
2017
|
|
|
|
|
|
(dollars in millions)
|
|
|
|
|
|
(unaudited)
|
|
|
Net income
|
|
|
|
$
|
20.9
|
|
|
|
|
$
|
19.2
|
|
|
|
|
$
|
64.9
|
|
|
|
|
$
|
41.5
|
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense(1) |
|
|
|
|
7.3
|
|
|
|
|
|
6.7
|
|
|
|
|
|
21.1
|
|
|
|
|
|
27.0
|
|
|
Refinancing charges(1) |
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
|
Loss on extinguishment of debt(1) |
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
3.0
|
|
|
Provision for income taxes
|
|
|
|
|
7.9
|
|
|
|
|
|
13.5
|
|
|
|
|
|
21.8
|
|
|
|
|
|
27.7
|
|
|
Depreciation and amortization
|
|
|
|
|
11.4
|
|
|
|
|
|
10.9
|
|
|
|
|
|
34.2
|
|
|
|
|
|
32.3
|
|
|
Stock-based compensation
|
|
|
|
|
1.9
|
|
|
|
|
|
0.7
|
|
|
|
|
|
4.5
|
|
|
|
|
|
1.9
|
|
|
Deferred revenue adjustment
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
0.2
|
|
|
|
|
|
0.5
|
|
|
Management fee
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
0.2
|
|
|
Contract termination costs(2) |
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
10.0
|
|
|
Other items(3) |
|
|
|
|
2.2
|
|
|
|
|
|
3.9
|
|
|
|
|
|
7.7
|
|
|
|
|
|
8.9
|
|
|
Scheduling adjustments
|
|
|
|
|
-
|
|
|
|
|
|
(2.0
|
)
|
|
|
|
|
-
|
|
|
|
|
|
(2.0
|
)
|
|
Adjusted EBITDA
|
|
|
|
$
|
51.6
|
|
|
|
|
$
|
52.9
|
|
|
|
|
$
|
154.4
|
|
|
|
|
$
|
154.9
|
|
|
(1)
|
|
Incudes the correction of classification error related to certain
debt extinguishment costs incurred as part of our debt refinancing
in May 2017 described in Note 1 above.
|
|
(2)
|
|
Represents contract termination costs incurred in connection with
the relocation of certain trade shows.
|
|
(3)
|
|
Other items for the three months ended September 30, 2018 included:
(i) $1.0 million in transaction costs in connection with certain
acquisition transactions and (ii) $1.2 million in transition costs.
Other items for the three months ended September 30, 2017 included:
(i) $1.5 million in contract termination costs (ii) $1.0 million in
transaction costs in connection with certain acquisition
transactions that were completed or pending in 2017 and 2016, (iii)
$0.6 million in legal, audit and consulting fees related to the IPO
and other related activities and (iv) $0.8 million in transition
costs. Other items for the nine months ended September 30, 2018
included: (i) $2.3 million in transaction costs in connection with
certain acquisition transactions (ii) $1.1 million in legal,
accounting and consulting fees related to the secondary offering of
our common stock by certain existing stockholders and other related
activities and (iii) $4.3 million in transition costs. Other items
for the nine months ended September 30, 2017 included: (i) $3.7
million in transaction costs in connection with certain acquisition
transactions that were completed or pending in 2017, (ii) $3.5
million in legal, audit and consulting fees related to the IPO and
other related activities and (iii) $1.7 million in transition costs.
|
|
|
|
|
|
|
|
|
Three Months
Ended September 30,
|
|
|
|
Nine months
Ended September 30,
|
|
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
(dollars in millions)
|
|
|
|
|
|
|
(share data in thousands, except per share data)
|
|
|
|
|
|
|
(unaudited)
|
|
|
Net income
|
|
|
|
|
$
|
20.9
|
|
|
|
|
19.2
|
|
|
|
$
|
64.9
|
|
|
|
$
|
41.5
|
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refinancing charges(1) |
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3.9
|
|
|
Loss on extinguishment of debt(1) |
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
3.0
|
|
|
Stock-based compensation
|
|
|
|
|
|
1.9
|
|
|
|
|
0.7
|
|
|
|
|
4.5
|
|
|
|
|
1.9
|
|
|
Deferred revenue adjustment
|
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
0.2
|
|
|
|
|
0.5
|
|
|
Management fee
|
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
0.2
|
|
|
Contract termination costs(2) |
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
10.0
|
|
|
Other items(3) |
|
|
|
|
|
2.2
|
|
|
|
|
3.9
|
|
|
|
|
7.7
|
|
|
|
|
8.9
|
|
|
Amortization of deferred financing fees and discount
|
|
|
|
|
|
0.3
|
|
|
|
|
0.4
|
|
|
|
|
1.3
|
|
|
|
|
4.1
|
|
|
Amortization of acquired intangible assets
|
|
|
|
|
|
10.9
|
|
|
|
|
10.4
|
|
|
|
|
32.6
|
|
|
|
|
30.8
|
|
|
Scheduling adjustments
|
|
|
|
|
|
-
|
|
|
|
|
(2.0
|
)
|
|
|
|
-
|
|
|
|
|
(2.0
|
)
|
|
Tax adjustments related to non-GAAP adjustments(4) |
|
|
|
|
|
(4.2
|
)
|
|
|
|
(5.5
|
)
|
|
|
|
(11.6
|
)
|
|
|
|
(24.5
|
)
|
|
Adjusted Net Income
|
|
|
|
|
$
|
32.0
|
|
|
|
$
|
27.1
|
|
|
|
$
|
99.6
|
|
|
|
$
|
78.3
|
|
|
Adjusted basic earnings per share
|
|
|
|
|
$
|
0.44
|
|
|
|
$
|
0.38
|
|
|
|
$
|
1.37
|
|
|
|
$
|
1.16
|
|
|
Adjusted Diluted earnings per share
|
|
|
|
|
$
|
0.42
|
|
|
|
$
|
0.36
|
|
|
|
$
|
1.32
|
|
|
|
$
|
1.11
|
|
|
Basic weighted average common shares outstanding
|
|
|
|
|
|
73,063
|
|
|
|
|
72,202
|
|
|
|
|
72,893
|
|
|
|
|
67,756
|
|
|
Diluted weighted average common shares outstanding
|
|
|
|
|
|
75,398
|
|
|
|
|
75,710
|
|
|
|
|
75,688
|
|
|
|
|
70,844
|
|
|
(1)
|
|
Incudes the correction of classification error related to certain
debt extinguishment costs incurred as part of our debt refinancing
in May 2017 described in Note 1 above.
|
|
(2)
|
|
Represents contract termination costs described in Note 2 above.
|
|
(3)
|
|
Represents other items described in Note 3 above.
|
|
(4)
|
|
Reflects application of U.S. federal and state enterprise tax rate
of 27.4% and 41.3% for the three months ended September 30, 2018 and
2017, respectively, and 25.1% and 40.0 % for the nine months ended
September 30, 2018 and 2017, respectively.
|
|
|
|
|
|
|
|
|
Three Months
Ended September 30,
|
|
|
|
|
Nine months
Ended September 30,
|
|
|
|
|
|
2018
|
|
|
|
|
2017
|
|
|
|
|
2018
|
|
|
|
|
2017
|
|
|
|
|
|
(dollars in millions)
|
|
|
|
|
|
(unaudited)
|
|
Net Cash Provided by Operating Activities
|
|
|
|
|
$
|
14.1
|
|
|
|
|
$
|
10.8
|
|
|
|
|
$
|
68.5
|
|
|
|
|
$
|
69.1
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
0.5
|
|
|
|
|
|
0.2
|
|
|
|
|
|
3.2
|
|
|
|
|
|
0.7
|
|
Free Cash Flow
|
|
|
|
|
$
|
13.6
|
|
|
|
|
$
|
10.6
|
|
|
|
|
$
|
65.3
|
|
|
|
|
$
|
68.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
View source version on businesswire.com:
https://www.businesswire.com/news/home/20181101005212/en/
Emerald Expositions Events, Inc.
Philip Evans,
1-866-339-4688 (866EEXINVT)
Chief Financial Officer
investor.relations@emeraldexpo.com
Source: Emerald Expositions Events, Inc.