Emerald Holding, Inc. (EEX) Q3 2025 Earnings Call Transcript
Total Revenue (Q3 2025) $77.5 million, up from $72.6 million in the prior year quarter, reflecting a year-over-year increase. The increase was primarily due to acquisitions and higher organic revenues.
Organic Revenue (Q3 2025) Down 6.8% year-over-year. The decline was attributed to ongoing construction at the Las Vegas Convention Center and tariff headwinds, which specifically affected the largest event of the quarter.
Adjusted EBITDA (Q3 2025) $12.8 million, up from $12.5 million in the prior year quarter, representing a 2.4% increase. The increase was driven by higher operating income from events and cost management.
Year-to-Date Total Revenue (2025) $330.7 million, an increase of 13.3% compared to the prior year, driven by acquisitions and higher organic revenues.
Year-to-Date Organic Revenue (2025) Increased by 1% year-over-year. Including acquisitions, organic revenue growth would have been 4.3%.
Year-to-Date Adjusted EBITDA (2025) $90.8 million, up from $68.6 million in the prior year period, representing a 32.4% increase. The improvement was driven by strong revenue growth from acquired businesses and margin optimization.
SG&A Expenses (Q3 2025) $51.3 million, up from $40.8 million in the prior year quarter. The increase was due to incremental expenses from acquisitions, higher stock-based compensation, and elevated legal and consulting costs.
Free Cash Flow (Q3 2025) Slightly negative, compared to a $6.7 million inflow in the prior year quarter. The decline was due to timing of payables tied to a large show and acquisition-related cash flow adjustments.
Cash Balance (as of September 30, 2025) $95.4 million, down from $156.4 million as of June 30, 2025, primarily due to funding the Generis acquisition.
Net Debt to Covenant EBITDA Ratio (as of September 30, 2025) 2.96x, slightly below the sub-3.0x financial policy target, following the Generis acquisition.
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- Acquisition Overview: Apollo-managed funds have entered into agreements to acquire Emerald Holding and Questex, intending to combine them into a leading North American B2B experiential events and media platform, encompassing approximately 160 events and expected to drive organic growth while becoming a strategic partner in the industry.
- Shareholder Value Enhancement: Under the agreement, Emerald shareholders will receive $5.03 per share in cash, representing a 42.1% premium to the unaffected share price, implying an estimated enterprise value of around $1.5 billion, reflecting Apollo's confidence in Emerald's growth potential.
- Market Integration Advantage: The combined platform will leverage Emerald's leading exhibitions and Questex's differentiated events portfolio, utilizing a 365-day digital engagement model to enhance customer relationships and strengthen market competitiveness, addressing the industry's demand for in-person interactions.
- Strategic Growth Outlook: The transaction is expected to close in the second half of 2026, with unanimous approval from Emerald's board and support from Onex, indicating both parties' confidence in future growth and their ability to capitalize on market opportunities.
- Shareholder Rights Investigation: Ademi LLP is investigating Emerald (NYSE:EEX) for potential breaches of fiduciary duty and other legal violations related to its transaction with Apollo-managed funds, aiming to protect shareholder rights.
- Cash Acquisition Price: Under the transaction agreement, Emerald shareholders will receive $5.03 per share in cash, representing an estimated total enterprise value of approximately $1.5 billion, which may not reflect the company's true value.
- Competition Transaction Restrictions: The transaction agreement imposes significant penalties for accepting competing bids, potentially harming shareholder interests and limiting market competition, raising concerns about fair market practices.
- Board Responsibility Review: We are examining the conduct of Emerald's board of directors to determine whether they are fulfilling their fiduciary duties to all shareholders, ensuring transparency and fairness in the transaction process.
- Acquisition Overview: Apollo is acquiring Emerald for $5.03 per share in cash, implying an enterprise value of approximately $1.5 billion, indicating a strategic move in the corporate events organizing sector.
- Market Reaction: Following the acquisition announcement, EEX stock surged nearly 13% in premarket trading, while APO stock experienced a slight decline, reflecting optimistic sentiment towards EEX.
- Post-Merger Outlook: Upon completion of the acquisitions, Apollo plans to merge Emerald with Questex to create a platform hosting about 160 events, aiming to leverage the strengths of both companies to enhance market competitiveness.
- Growth Potential: Apollo anticipates that the combined entity will drive organic growth and capture a significant share of the North American B2B events market, further solidifying its leadership position in the industry.
- Acquisition Overview: Apollo Global Management announced all-cash acquisitions of Emerald Holding and Questex, with the transactions expected to close in the second half of 2026, indicating the company's intent to expand in the B2B experiential events and media platform sector.
- Shareholder Value Increase: Under the terms, Emerald shareholders will receive $5.03 per share in cash, representing a 42.1% premium to the unaffected share price, implying an estimated enterprise value of about $1.5 billion, significantly enhancing shareholder returns.
- Business Integration Plans: The combined entity is expected to operate approximately 160 events across complementary end markets, merging Emerald's exhibition portfolio with Questex's digital engagement platform, aimed at strengthening market competitiveness and customer experience.
- Dividend Declaration: Emerald's board declared a quarterly dividend of $0.015 per share, payable on June 1 to shareholders of record on May 21, further boosting investor confidence in the company's future prospects.
- Transaction Overview: Apollo-managed funds have entered into agreements to acquire Emerald and Questex, intending to merge them into a North American B2B experiential events and media platform with approximately 160 events, which is expected to drive organic growth and become a strategic partner in the industry.
- Shareholder Returns: Under the agreement, Emerald shareholders will receive $5.03 per share in cash, representing a 42.1% premium to the unaffected share price, implying an estimated enterprise value of approximately $1.5 billion, showcasing Apollo's strong acquisition intent.
- Market Positioning: The combined platform will leverage Emerald's leading exhibitions and Questex's differentiated events portfolio, utilizing a 365-day digital engagement model to enhance customer relationships and strengthen market competitiveness, addressing the growing demand for in-person interactions.
- Future Outlook: The transaction is expected to close in the second half of 2026, with Emerald's Board unanimously approving the deal, indicating confidence in Apollo as a partner, which is anticipated to provide strategic support and resources for Emerald's long-term growth.
- Earnings Release Schedule: Emerald Holding will announce its Q1 2026 financial results before market open on May 11, 2026, reflecting the company's commitment to transparency and investor communication.
- Conference Call Details: The company will host a conference call at 8:30 AM ET on the same day, accessible by dialing 1-800-715-9871 (domestic) or 1-646-307-1963 (international), enhancing investor engagement.
- Replay Service: A telephonic replay will be available starting at 11:30 AM ET, allowing investors to dial 1-800-770-2030 (domestic) or 1-609-800-9909 (international) to access the call, ensuring that those unable to attend live can still receive the information until May 18.
- Webcast Access: Investors can access the live conference call via the Investors section of Emerald's website, further improving information accessibility and transparency for stakeholders.











