Welcome to the Emerald Holding Fourth Quarter and Full Year 2025 Earnings Conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. I will now turn the call over to Erica Bartsch, EVP of Strategy and Communications at Emerald.
Morning, everyone, and welcome. Before we begin, I'd like to remind everyone that this call will include certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This includes remarks about future expectations, beliefs, estimates, plans, and prospects. In particular, the company's statements about projected results for 2026 are forward-looking statements. Such statements are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from those indicated or implied by such statements. For a discussion of these risks, uncertainties and other factors, please refer to the company's SEC filings, including its most recently filed periodic reports on Form 10-K and Form 10-Q, as well as the company's earnings release, all of which can be found on the company's investor relations website.
The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, management will discuss non-GAAP measures which it believes can be useful in evaluating the company's performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. The reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in the company's earnings release, which is available on the company's Investor Relations website. As a reminder, this conference is being recorded and a replay of this call will be available on the company's Investor Relations website through 11:59 P.M. Eastern Time on March 20th, 2026. I would now like to turn the call over to Mr. Hervé Sedky, President and Chief Executive Officer. Please go ahead.
Thank you, Erica, and good morning, everyone. On today's call, I'll begin with a review of our fourth quarter and full year 2025 performance, followed by an update on our strategic priorities and outlook. I'll turn the call over to David Doft, our CFO, to review our financial results in greater detail. 2025 marked a transformational year for Emerald. Our teams remained focused on execution, translating strategic priorities into measurable progress and positioning the business to be more resilient, better diversified, and structurally stronger as we enter 2026. Over the course of the year, we delivered solid year-on-year growth in revenue and adjusted EBITDA, excluding insurance proceeds of 16.2% and 26.8% respectively, along with healthy organic growth. Reported organic revenue grew 1.1% in the full year.
If we assume the recently completed acquisitions of This is Beyond, Insurtech Insights, and Generis were part of the portfolio in 2024, organic revenue for full- year 2025 was up a solid 4.8%. These results reflect the strength of our diversified portfolio with balanced contributions from organic growth positions and sustained customer demand across our core businesses. Importantly, this performance highlights the predictability and durability of our earnings model and reinforces our confidence in our strategy. Over the past year, that strategy has continued to focus on actively reshaping the portfolio to increase our exposure to higher growth end markets while completing the exit of several underperforming brands that didn't recover post-COVID.
This was a deliberate strategy executed through a mix of organic actions and targeted acquisitions, including This is Beyond, Insurtech Insights, and Generis, which expanded our presence in attractive sectors such as luxury, manufacturing, and executive peer-to-peer networks. These moves were not about growth for growth's sake, but about ensuring that we own a well-diversified portfolio of only high-quality events that deliver a real ROI for our customers and long-term value for shareholders. As a result, we believe we enter 2026 with the strongest and most diversified portfolio we've ever had, which we believe will drive predictable and highly cash- flow- generative growth in the years ahead. The mix of our business today, the quality of customer demand, and our visibility into future bookings gives us confidence in the strength of the company.
That confidence reflects the fundamentals of the portfolio and our execution independent of any future strategic actions. As we look ahead, we see clear momentum entering 2026. Pacing remains healthy across the business, supported by strong rebooking activity and sustained customer engagement. These trends reflect continued confidence in the value our events deliver and the role of live in-person engagement in our customers' go-to-market strategies. Industry data consistently shows that face-to-face engagement remains one of the most effective ways to drive high- value B2B outcomes, particularly in complex or multi-stakeholder purchasing decisions. Taken together, this momentum reinforces our view that live engagement remains a critical and efficient growth channel across industries. Against that backdrop, we're initiating full- year 2026 guidance that reflects the strength of the portfolio today and our expectations for continued disciplined execution.
For 2026, we expect revenue in the range of $490 million to $495 million and adjusted EBITDA in the range of $137.5 million to $142.5 million. David will walk through our assumptions in more detail in a moment. Building on our outlook for 2026, the demand supporting our business remains largely centered on the U.S. market, where our events serve as important marketplaces for both domestic and international participants. We continue to see solid interest from international exhibitors seeking access to U.S. buyers, which represents a meaningful opportunity to further serve global customers over time. As it relates to tariffs, we continue to monitor the situation closely and have incorporated the potential impacts into our planning for 2026.
Developments in the Middle East have not had a meaningful effect on our operations to date, and we do not maintain a direct presence in the region. Overall, our exposure remains well-balanced with no material concentration risk, and we remain disciplined in how we approach international expansion. This progress, along with a broader portfolio repositioning, shapes our priorities for the year ahead. In 2026, our focus will be on disciplined execution and building on the strong foundation established across the business. We will continue to drive organic efficiencies through targeted investments in automation, process optimization, and scalable platforms that support margin expansion over time. These efforts are designed to increase operating leverage, enhance the customer experience, and generate incremental upside as the portfolio continues to scale. M&A will also remain a key part of our growth strategy.
We will deploy capital selectively, focusing on tuck-in and bolt-on acquisitions that strengthen the portfolio, expand our presence in attractive end markets, and drive long-term value within a disciplined return framework. Alongside this ongoing execution, our board continues to actively evaluate strategic options, as previously announced in December. There are no updates to share at this time, and we will not be commenting further on this process until an agreement is reached or the review is otherwise completed. In summary, 2025 was a transformational year. We strengthened the business, improved its quality and resilience, and delivered a solid financial performance. As we enter 2026, we do so from a position of strength with strong demand, disciplined execution, and a clear path for continued value creation. With that, I'll turn the call over to David to walk through our financial results and outlook in more detail.
Thank you, Hervé, and good morning. Let's begin with a review of fourth quarter and full-year financials. For the fourth quarter, revenue was $132.7 million compared to $106.8 million in the prior year quarter. This was driven primarily by the businesses we acquired in 2025, as well as 0.3% reported organic revenue growth, which takes into account the impact of acquisitions, scheduling adjustments, and discontinued events. However, if we assume the recently completed acquisitions of This is Beyond, Insurtech Insights, and Generis were part of the portfolio in Q4 2024, organic revenue in Q4 2025 would be up 5.3% compared to the prior year quarter.
For the full year 2025, total revenue was $463.4 million, an increase of 16.2% versus the prior year, primarily due to revenue from acquisitions and higher organic revenue. Full year reported organic revenue increased 1.1% year-over-year. As Hervé mentioned, had the acquisitions of Generis, This is Beyond, and Insurtech Insights been a part of our portfolio during the full year 2024, organic revenue growth would have increased 4.8% year-over-year. Adjusted EBITDA was $36.3 million in the fourth quarter compared to $33.1 million in the prior year period, an increase of 9.7%.
For the full year, adjusted EBITDA totaled $127.1 million as compared to $101.7 million in the prior year period, an increase of 25%. The improvement in both periods was driven by strong revenue growth, particularly from the acquired businesses, offset by higher bonus expense. Turning to our expenses, on a reported basis, SG&A was $88.7 million in the fourth quarter versus $34.6 million in the prior year quarter. For the full year, SG&A was $241.2 million as compared to $170.4 million in the prior year period. The increase in both quarter and full year was primarily driven by contingent consideration, remeasurement adjustments reflecting strong performance and outlooks of recently acquired businesses, as well as transaction and integration costs.
In the fourth quarter, free cash flow was $10.1 million versus $18.4 million in the prior year quarter. For the full year, free cash flow came in at $34.3 million versus $37.0 million in 2024. As we noted in prior quarters, underlying free cash flow for the year would have been stronger than reported given the timing of recent acquisitions.
Our full year cash flow was impacted by the acquisitions of Generis, This is Beyond, and Insurtech Insights for a total of $30 million of cash flow from operations that would have been generated by the company if we had owned the businesses at the beginning of the year as a portion of event-related cash came to the company as an offset to purchase price rather than in Emerald's operating cash flow. Free cash flow was also impacted by $6.5 million of fees related to the January and August 2025 refinancings of our debt that flows through the financials.
Therefore, when taken together, this impacted our free cash flow by $36.6 million in the full year, which we believe should be taken into account to understand the cash generation of the underlying operations of the company as those inflows are not reflected in reported free cash flow of cash flow from operations minus CapEx. This is important context when evaluating the free cash flow conversion and strength of our cash generation. Shifting to our balance sheet, we had $100.9 million in cash as of December 31st versus $95.4 million as of September 30th. Our total liquidity is $210.4 million as of December 31st, including $110 million available on our revolving credit facility.
As of December 31st, our net debt to covenant EBITDA ratio was 2.86x below our sub-3.0x financial policy target. Going forward, we remain focused on disciplined capital allocation across M&A, organic growth, leverage management, and returns to shareholders. In the fourth quarter, we repurchased 282,386 shares of our common stock at an average price of $4.56 per share under our share repurchase program. For the full year, we repurchased 4,058,604 shares at an average price of $4.32 per share, reflecting our confidence in the business and a disciplined approach to capital allocation. As of December 31, 2025, we had $24.6 million remaining available under the current share repurchase authorization.
The board also declared a quarterly dividend of $0.015 per share, reflecting our continued commitment to returning capital to shareholders within a disciplined and balanced capital allocation framework. Finally, as Hervé noted, given the solid pacing and strength and diversity of our portfolio, for full year 2026, we expect to deliver $490 million to $495 million in revenue and $137.5 million to $142.5 million in adjusted EBITDA. At the midpoint, this represents approximately 6% revenue and 10% adjusted EBITDA growth year-over-year. This outlook reflects the benefits of our portfolio repositioning, continued demand for live engagement across our core markets, and ongoing operational efficiencies while maintaining a balanced view of the broader macro environment.
In closing, we continue to execute with financial discipline, maintain a strong balance sheet, and deliver consistent performance aligned with our expectations. With the progress we've made across the portfolio and the outlook we've provided, we are confident in our ability to execute in 2026 and continue creating long-term value for shareholders. With that, we'll open the call for questions. Operator?
Thank you. If you would like to ask a question, please press star one in your telephone keypad. If you would like to withdraw your question, simply press star one again. Your first question comes from the line of Barton Crockett from Rosenblatt. Your line is open.
Okay. Thanks for taking the question. Good morning. F irst thing I was just kind of curious about was you mentioned some of the machinations around free cash flow this yearI f we're looking at your guidance for 2026, can you give us a sense of presuming that this is a normalized period unlike last year, what the free cash flow conversion of EBITDA should be, in your opinion?
W e have a high incremental flow-through of EBITDA to free cash flow. We would expect with that sort of EBITDA growth that free cash flow would be $85 million to $90 million.
Okay.
The one caveat to that is the level of acquisition and integration expense that might come with it, but as a one-time. The underlying business, that's what we would expect.
In terms of, I know you can't really talk about the process that's happening right now, but was there any expense, discrete expense attached to this process that's worth calling out as, or was it just really immaterial to the P&L?
There's a moderate amount that's in the one-time bucket related to the transaction that I don't think is really that much of a needle mover at the end of the day. As this progresses, obviously, it could be a bit more expensive in the first quarter and first half of 2026. We'll have to keep you updated.
I know your direct exposure to kind of the current war in the Middle East is really you don't really have direct exposure, but indirectly, is this doing anything to the environment for, I know it's still early days and perhaps time will tell, but people's willingness to kind of travel to trade shows?
No, I don't think so, Barton. We've been obviously staying very close to the impacts. The exposure that we have is really just about international exhibitors coming from the Middle East to the U.S. events. It's really limited. It's very minimal.
Less than 1% of our revenue comes from exhibitors. From, I'd say, a very broadly defined Middle East. Take Middle East and contiguous region.
That's right. The impact is, we moderate closely, but we're not seeing anything meaningful at all.
Okay. All right. Well, that's great to hear. Just so we kind of understand, you know, as this process is ongoing, there's not really gonna be an opportunity for you guys to kind of look at acquisitions on your side. That's really, you know, you guys have been opportunistic purchasers in a consolidating industry, but that has to take a back seat while you go through this process. Is that correct?
No. Well, our board is continuing our strategy of diversifying, as I mentioned in our prepared remarks. We have a good pipeline, and we're engaged in a number of conversations. We don't expect things to change, at least for the foreseeable future. We'll update you a s we know more about the process.
Okay. All right. Well, that's it for me right now. Thank you guys very much.
Thank you, Barton.
Thank you, Barton.
Your next question comes from a line of Allen Klee from Maxim Group. Your line is open.
Yes. Hi. Can you give us any, with your guidance, how it maybe takes into effect, your visibility into revenues, and how that kind of looks? Thanks.
Sure. Our guidance takes into account obviously our not just our budget and plan, but our sales pacing that we track closely in our the year-over-year change in our sales pacing is tracking the guidance that we've given. At the same time, sitting here today, we've sold over 70% of the year's revenue is already contracted. Obviously for the first half of the year, much higher and a little bit more to sell in the back half of the year.
Any comment on the acquisitions you made last year, how they're performing and how you're feeling about integrating them and optimizing them?
You know, we're at different phases of integration for the various acquisitions, obviously given the timing of the acquisitions. They're all on plan to integrate, and the performance is meeting our expectations and the plan that we have for them. We're pleased with the acquisitions performance.
Okay, great. Thank you. On the Las Vegas Convention Center that had some due to some construction, had an impact on the business in 2025, what's the status update there?
I t's a good question. The construction in the Las Vegas Convention Center is now completed. Was completed at the end of 2025. There were certain impacts on Emerald brands that were impacted by the construction last year, as you know and as we've discussed, but we really expect to cycle past that in 2026.
When do you have your next event there?
Next week. Monday or Tuesday.
Is it your sense that it's no longer gonna be having an impact or you're not sure?
I think that , we need to obviously have the event. I think that we'll cycle through it in 2026, and I think some of the brands that have a couple of events in 2026 will do better in the second edition than in the first as customers see the renovated convention center and the ease of doing business in the new venue. You know, we'll keep you updated on that, but we expect to cycle through it through 2026.
Okay, great. Any update on your commerce and content businesses or what your kind of objectives are for 2026? That's it.
Sure. I'll start and turn it over to David. On both content and commerce, you know, they're smaller parts of our business. You know, single-digit percent revenue for content and commerce. Our strategy remains the same. Our strategy, as we've discussed in the past, for the commerce business, we continue to look at expanding across different verticals and look for customers in different verticals. For the content business, we have launched a lead generation business from leveraging the content. We have early signs of success and that there is customer interest. Sales have begun, starting in October of last year.
We're confident that the lead gen portion of the content business will drive value to customers and that we'll recapture some of that value.
I'd say overall, keep in mind t he events business at Emerald is over 90% of our revenue. It's the driver of our financial performance. That includes the growth rate implied in our guidance. The content business has had a tough couple of years, post-COVID, and broader disruption in digital advertising. The evolution of the offering and those different ways we're beginning to monetize it are helpful in stabilizing that business, and we expect a more stable business, but not a meaningful contributor to growth in 2026, as the new revenue streams ramp up.
Great. Thank you. Can you comment on what you've been doing on the AI front and what your plans are for 2026?
Sure. On the AI capabilities, we announced, I think it was last quarter, that we were implementing AI agents across several of our events to improve the exhibitor experience. The agents essentially enable access to all of the information in real time that the exhibitors will need, and that really improves our service. It helps them get information in real time and really makes it much easier to navigate the events. That has been going well, and we expect to scale that across many more of our events moving forward. Beyond that, we also have some other AI pilots across the business.
There are some in finance and in marketing and customer service and content. I think I said marketing. We have some early results and the adoption is growing within the company. We will start to measure the gains of ll of these AI pilots that we've put in place. There's real incremental scalability that we're already seeing.
T he AI agents for events on their website, it sounds like a kind of obvious thing, but I think what might not be as well understood is that down the line, it means that the number of calls into salespeople or customer success people is dropping, which makes those roles more scalable, allows our salespeople to focus more on selling, not answering questions about the goings-on at an event or how does someone handle something. We're already seeing the benefits of that in the shows that have rolled out the agents. A gain, given the cadence of our events is our show's rollout all year long.
You have to wait for the show to launch, for the marketing of that event to kick off for the agent to then go live. It's not like we can just flip the switch on everything 'cause it's just not how our business operates. I'd also add, Hervé mentioned, finance. A key part of our modernization of the finance stack at Emerald is taking place in 2026. With that newer, more modern solution, AI might be overstating a term, but there's a whole lot more automation, and again, makes us, and will make us a lot more scalable.
A key part of our longer- term margin plans is around automation and scalability to allow us to drive more incremental flow through of revenue to the bottom line. We're in the middle right now of some very important projects that as we finish this year and roll into next year will make us that much more efficient and that much more strong.
That's great. Thank you. My last question is, could you comment on, since you said earlier that you're continuing to look at M&A, how would you characterize the M&A environment?
The M&A environment remains strong. W e're such a fragmented industry. There are so many smaller independent entrepreneurs that launch events in so many different sectors. The amount of opportunity is not lacking. We've built, as we've shared in the past, our own proprietary database of M&A opportunities in the high- growth sectors that are really attractive to us. We are pursuing these opportunities and are engaged in meaningful conversations with many of them. We'll update you as things progress.
Okay, great. Thank you all so much.
Thank you.
We have reached the end of our question-and-answer session. I will now turn the call back over to Hervé Sedky for closing remarks.
Very good. Well, thank you all very much for joining us today. 2025 was a transformational year, as I've said, and we made the business stronger, improved its resilience, and delivered strong results. As we head into 2026, demand remains strong, our execution is disciplined, and we see a clear path to continued building value. With that, I thank you for joining us and wish you a good day.
This concludes today's conference call. You may now disconnect.