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What changed in Emerald Holding, Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Emerald Holding, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+502 added−532 removedSource: 10-K (2024-03-05) vs 10-K (2023-03-15)

Top changes in Emerald Holding, Inc.'s 2023 10-K

502 paragraphs added · 532 removed · 363 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

45 edited+33 added−35 removed17 unchanged
Biggest changeNotably, Emerald is one of fifteen organizations that formed The COUTURE Diversity Action Council ("DAC"), which strives to be a catalyst for addressing the issues of systemic and institutionalized discrimination that have contributed to the lack of diversity within the fine jewelry industry.
Biggest changeThis includes the creation of a B2B Print Elimination Whitepaper and, in partnership with Environmental Protection Network, the development of a tool to estimate the global environmental impact of eliminating printed B2B sales catalogues. • Participating in The COUTURE Diversity Action Council, which strives to be a catalyst for addressing the issues that have contributed to the lack of diversity within the fine jewelry industry; and • Several shows creating networking events for women and diverse speaker forums.
Our attendees use our shows for a variety of reasons, most notably to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with industry peers. We believe that these factors help demonstrate that our in-person shows are paramount and difficult to replace.
Our attendees use our shows for a variety of reasons, most notably to fulfill procurement needs, source new suppliers and reconnect with existing suppliers, identify trends, learn about new products and network with industry peers. We believe that these factors help demonstrate that our in-person shows are paramount and difficult to replace.
To enable this, the Company provides numerous opportunities for employees to expand their professional and personal development, including unlimited access to Skillsoft’s online platform which provides continuous learning and career enhancement resources coupled with formal sales development and training from a professional sales coach.
To enable this, the Company provides numerous opportunities for employees to expand their professional and personal development, including unlimited access to Skillsoft’s online platform which 7 provides continuous learning and career enhancement resources coupled with formal sales development and training from a professional sales coach.
Elastic Suite’s B2B platform bridges the gap between sellers’ order processing systems and allows brands to sell directly to their buyers using 5 print-free digital product catalogs and merchandising technology, enabling brands to increase their efficiency, effectiveness, sustainability and profitability.
Elastic Suite’s B2B platform bridges the gap between sellers’ order processing systems and allows brands to sell directly to their buyers using print-free digital product catalogs and merchandising technology, enabling brands to increase their efficiency, effectiveness, sustainability and profitability.
As part of this pledge, we have undertaken to identify and prioritize actions to reduce greenhouse gas emissions, including energy management, water conservation, materials management, food and beverage waste reduction, sustainable procurement, stakeholder management and employee engagement initiatives.
As part of this pledge, we have undertaken efforts to identify and prioritize actions to reduce greenhouse gas emissions, including energy management, water conservation, materials management, food and beverage waste reduction, sustainable procurement, stakeholder management and employee engagement initiatives.
Individual trade shows typically compete for attendees and exhibitors only against the other trade shows that are relevant to their industry vertical. The level of competition each of our trade shows faces therefore varies by industry vertical. In addition, the Elastic Suite platform competes with several other well-capitalized software-as-a-service technology platforms.
Individual trade shows typically compete for attendees and exhibitors only against the other trade shows that are relevant to their industry vertical. The level of competition each of our trade shows faces therefore varies by industry vertical. In addition, the Elastic Suite platforms compete with several other well-capitalized software-as-a-service technology platforms.
We received payments of $95.2 million from our insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2021 and we concluded that the receipt of $17.8 million of additional insurance proceeds was realizable as of December 31, 2020.
We received payments of $95.3 million from our insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2021 and we concluded that the receipt of $17.8 million of additional insurance proceeds was realizable as of December 31, 2020.
In addition to monthly town halls conducted by our CEO, which foster transparent and consistent communication throughout the company, Emerald hosts a company-wide, in-person conference called ACE (Agility, Commitment and Excellence).
In addition to monthly town halls conducted by our CEO, which foster transparent and consistent communication throughout the Company, Emerald hosts an annual company-wide, in-person conference called ACE (Agility, Commitment and Excellence).
The remaining two operating segments do not meet the quantitative thresholds to be considered reportable segments and are included in the “All Other” category. In addition, we have a "Corporate-Level Activities" category consisting of finance, legal, information technology and administrative functions.
The remaining two operating segments do not meet the quantitative thresholds to be considered reportable operating segments and are included in the “All Other” category. In addition, we have a “Corporate-Level Activities” category consisting of finance, legal, information technology and administrative functions.
Emerald’s corporate culture and benefits offerings are also designed to meet the wide range of needs of our workforce including: • Flexible work hours and paid time off policy for employees to do their best work; • Comprehensive welfare package that includes a wide variety of benefits, such as domestic partner coverage, medical, dental and vision plan options with reduced premiums; • Opportunities to build a solid financial foundation, including 401k plans with an employer match and the ability to participate in an Employee Stock Ownership Plan; • Opportunities to give back in impactful ways through the Emerald Cares volunteer program; and • On-the-job training, development opportunities, and quality experiences designed to help all Emerald team members elevate their knowledge, and skills, and to further their careers.
Emerald’s corporate culture and benefits offerings are also designed to meet the wide range of needs of our workforce including: • Flexible work hours and paid time off policy for employees to do their best work; • Comprehensive welfare package that includes a wide variety of benefits, such as domestic partner coverage, medical, dental and vision plan options with reduced premiums; • Opportunities to build a solid financial foundation, including 401k plans with an employer match and the ability to participate in an Employee Stock Ownership Plan; • Opportunities to give back in impactful ways through the Emerald Cares volunteer program and the Annual Volunteer program; • On-the-job training, development opportunities, and quality experiences such as sales trainings and formal mentorship programs, which are designed to help all Emerald team members elevate their knowledge, and skills, and to further their careers, and • Yearlong wellness program led by a top mindfulness coach; and • A manager effectiveness program.
ACE brings team members from around the country together to reconnect, face-to-face, and take part in presentations from top executives and smaller breakout sessions that focused on Emerald’s new business ventures, strategic roadmap and an employee award presentation which recognized individuals chosen by their peers as true leaders.
ACE brings together team members from around the world to reconnect face-to-face, and take part in presentations from top executives and smaller breakout sessions that focus on Emerald’s new business ventures and strategic roadmap. ACE concludes with an employee award presentation which recognizes individuals chosen by their peers as true leaders.
We are working to develop, gather and track key event metrics to measure the environmental impact of our events and benchmark success against our pledged goals. We intend to collaborate with key partners and suppliers throughout the event industry, including venues, hotels, and general service contractors in furtherance of our sustainability initiatives.
Emerald continues to gather and track key event metrics to measure the environmental impact of our events and benchmark success against our pledged goals. We also collaborate with key partners and suppliers throughout the event industry, including venues, hotels, and general service contractors in furtherance of our sustainability initiatives.
We are in the process of developing products and processes based on our first-party data assets to enhance the customer experience, by providing actionable insights and measurable results through metrics such as content impressions, lead capture rates, conversion rates and transaction value per customer.
We continue to develop products and processes based on our first-party data assets to enhance the customer experience, by providing actionable insights and measurable results through metrics such as content impressions, lead capture rates, conversion rates and transaction value per customer.
Since the Onex Acquisition, we have acquired and integrated 25 industry-leading, 2 high-quality events and complementary businesses of various sizes for aggregate consideration of approximately $921 million.
Since the Onex Acquisition, we have acquired and integrated 26 industry-leading, high-quality events and complementary businesses of various sizes for aggregate consideration of approximately $934 million.
In addition, as of December 31, 2022, Onex owned 69,718,919 shares of our redeemable convertible preferred stock, representing 178,807,950 shares of our common stock on an as-converted basis, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind.
In addition, as of December 31, 2023, Onex owned 69,718,919 shares of our redeemable convertible preferred stock,which combined, represents 183,697,428 shares of our common stock on an as-converted basis, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind.
As a result of the MJBiz and Advertising Week acquisitions at the end of 2021 and during the second quarter of 2022, respectively, our seasonality trend shifted, where revenue now typically reaches its highest level during the first and fourth quarters of each calendar year, entirely due to the timing of our live events. 6 Intellectual Property Our intellectual property and proprietary rights are important to our business.
As a result of the MJBiz and Advertising Week acquisitions at the end of 2021 and during the second quarter of 2022, respectively, our seasonality trend shifted, where revenue now typically reaches its highest level during the first and fourth quarters of each calendar year, entirely due to the timing of our live events. 6 Intellectual Property Our intellectual property and proprietary rights are important to our business and we strategically and proactively develop our portfolio by registering our trademarks and rely primarily on trademark laws to protect our rights.
In order to protect our workforce from the outbreak of COVID-19, in March 2020, Emerald transitioned all of our employees to a remote/work-from-home arrangement, and as of November 2021, we permanently adopted a hybrid work structure whereby employees have the flexibility to work from home and come in to the office to maximize in-person collaboration As we have resumed in-person events, we have prioritized the health and safety of our employees as well as our exhibitors and attendees, taking extensive COVID-19 protective measures.
In order to protect our workforce from the outbreak of COVID-19, in March 2020, Emerald transitioned all of our employees to a remote/work-from-home arrangement, and as of November 2021, we permanently adopted a hybrid work structure whereby employees have the flexibility to work from home and come into the office to maximize in-person collaboration.
Commerce: We offer B2B e-commerce and digital merchandising solutions, serving the needs of manufacturers and retailers through our Elastic Suite and Bulletin platforms, which create a digital year-round transactional platform for use by Emerald’s customers, regardless of location.
Our Commerce division offers B2B e-commerce and digital merchandising solutions, serving the needs of manufacturers and retailers through our Elastic Suite and Bulletin platforms, which create a digital year-round transactional platform for use by Emerald’s customers, regardless of location. We also generate a substantial amount of first-party data across our events, content, and e-commerce platforms.
Competition The trade show industry is highly fragmented, with approximately 9,400 B2B trade shows held per year in the United States according to the Center for Exhibition Industry Research, of which a majority are owned by industry associations, according to Advanced Market Research.
Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative function. Competition The trade show industry is highly fragmented, with approximately 9,400 B2B trade shows held per year in the United States according to the Center for Exhibition Industry Research, of which a majority are owned by industry associations, according to Advanced Market Research.
Emerald also knows its ultimate success is directly linked to its ability to identify and hire talented individuals from all backgrounds and perspectives, and we are committed to developing and fostering a culture of diversity and inclusion.
Equally important to Emerald is creating an employee experience that fosters the Company’s culture of respect and inclusion. Emerald knows its ultimate success is directly linked to its ability to identify and hire talented individuals from all backgrounds and perspectives, and we are committed to developing and fostering a culture of diversity and inclusion.
Career development at Emerald is fostered through ongoing employee feedback, performance reviews and employee satisfaction surveys. These surveys regularly solicit employees’ to help Emerald track progress and the well-being of our workforce.
As of December 31, 2023, our senior management team was 50% female and our overall employee population was 63% female. Career development at Emerald is fostered through ongoing employee feedback, performance reviews and employee satisfaction surveys. These surveys regularly solicit employees’ to help Emerald track the progress and well-being of our workforce.
Reportable Segments As described in Note 18, Segment Information, in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, the determination of our reportable segments is consistent with the information provided our Chief Executive Officer, who is considered the chief operating decision-maker (the "CODM").
Reportable Segments As described in Note 1, Description of Business and Summary of Significant Accounting Policies and Note 18, Segment Information , in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, effective October 31, 2023, our business is organized into one reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”).
Emerald is not involved in any material disputes with our employees and we believe that relations with our employees are good. None of our employees are subject to collective bargaining agreements with unions.
In addition, we have implemented a manager effectiveness training program and formalized an employee mentorship program. Emerald is not involved in any material disputes with our employees and we believe that relations with our employees are good. None of our employees are subject to collective bargaining agreements with unions.
On August 3, 2022, we reached an agreement to settle outstanding insurance litigation relating to event cancellation insurance for proceeds of $148.6 million. During the year ended December 31, 2022, we recorded other income, net of $182.8 million related to event cancellation insurance claim and settlement proceeds deemed to be realizable by our management team.
During the year ended December 31, 2022, we recorded other income, net of $182.8 million related to event cancellation insurance claim and settlement proceeds deemed to be realizable by our management team. All of the other income, net for the year ended December 31, 2022 was received during the period.
However, some facilities where we hold our trade shows require our decorators to use unionized labor. 7 Commitment to Corporate Sustainability and Governance Emerald is dedicated to advancing its Environmental, Social and Governance practices. To that end, we are committed to minimizing our environmental impact with the goal of reducing the environmental footprint of our events.
However, some facilities where we hold our trade shows require our decorators to use unionized labor. Commitment to Corporate Sustainability and Governance Emerald is dedicated to advancing its Environmental, Social and Governance practices across the organization.
Business interruption insurance provides further coverage for our office property leases in cases where we are not able to conduct ongoing business, including sales and event planning.
Business interruption insurance provides further coverage for our office property leases in cases where we are not able to conduct ongoing business, including sales and event planning. The continued availability of appropriate insurance policies on commercially reasonable terms is important to our ability to operate our business and to maintain our reputation.
The KBIS license runs through 2043 and the CEDIA Expo license continues in perpetuity. See “Risk Factors—Risks Related to our Intellectual Property and Information Technology” for further discussion relating to our trademarks. Human Capital Resources At Emerald, we consider our employees to be the foundation of our growth and success.
See “Risk Factors—Risks Related to our Intellectual Property and Information Technology” for further discussion relating to our trademarks. Human Capital Resources At Emerald, we consider our employees to be the foundation of our growth and success. As such, our future depends in large part on our ability to attract, retain, and motivate qualified and diverse personnel.
The rights offering was completed in July of 2020. We received net proceeds of approximately $9.7 million from this rights offering. Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of redeemable convertible preferred stock were sold to Onex in exchange for proceeds of approximately $121.3 million, net of fees and expenses of $5.6 million.
Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of redeemable convertible preferred stock were sold to Onex in exchange for proceeds of approximately $121.3 million, net of fees and expenses of $5.6 million. 2 As of December 31, 2023, Onex owned 47,058,332 shares of our common stock, representing 74.8% of our outstanding common stock.
As a result, during the year ended December 31, 2021, we reported other income, net of $77.4 million to recognize the amount that was recovered from the insurance company.
As a result, during the year ended December 31, 2021, we reported other income, net of $77.4 million to recognize the amount that was recovered from the insurance company. Further, in September 2023, we reached an agreement to settle the last remaining outstanding insurance litigation relating to Surf Expo event cancellation insurance for proceeds for $2.8 million.
Our management team principally works from our New York City headquarters (60 employees) and our Southern California corporate offices (67 employees), with members of our sales team located throughout the United States, mainly near the geographic markets they serve. As of February 2, 2023, our senior management team was 49% female and our overall employee population was 63% female.
As of December 31, 2023, we had 673 full-time employees. Our management team principally works from our New York City headquarters (62 employees) and our Southern California corporate offices (49 employees), with members of our sales team located throughout the United States.
Specifically, for the policies covering calendar years 2020 and 2021, these causes included event cancellation caused by the outbreak of communicable diseases, including COVID-19. However, coverage for the outbreak of communicable disease, including COVID-19, is not included in our 2022 or subsequent event cancellation insurance policies.
Our event cancellation insurance policies protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered causes. Specifically, for the policies covering calendar years 2020 and 2021, these causes included event cancellation caused by the outbreak of communicable diseases, including COVID-19.
In January 2022, we hired an experienced leader to act as our Chair of Diversity, Equity and Inclusion, who helps us to build upon our existing programs and maintain best practices to foster a diverse and inclusive work environment.
In early 2022, we formed an official Diversity, Equity and Inclusion Committee, made up of employees from throughout the organization, to help Emerald build upon our existing programs and maintain best practices to foster a diverse and inclusive work environment.
Further, as part of our commitment to equity, we have partnered with the non-profit organization called OneTen, which cultivates economic opportunities for Black talent in the United States with a goal of providing one million jobs to Black individuals within the next ten years.
Emerald partners with the non-profit OneTen which cultivates economic opportunities for Black talent in the United States with a goal of providing one million jobs to Black individuals within the next ten years. We have also eliminated the college-degree requirement for a range of positions to expand the application process to include candidates with more diverse backgrounds, skills, and experiences.
Providing all our employees with the resources to develop their talents, grow their careers and reach their goals is a top priority at Emerald.
As we have resumed in-person events, we have prioritized the health and safety of our employees as well as our exhibitors and attendees, taking extensive COVID-19 protective measures. Providing all our employees with the resources to develop their talents, develop their careers and reach their goals is a top priority at Emerald.
In addition, coverage for each of our event cancellation insurance policies extends to include additional promotional and marketing expenses necessarily incurred by us should a covered loss occur. These policies also include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event or within the United States or its territories.
These policies also include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event or within the United States or its territories. The aggregate limit for our renewed 2024 primary event cancellation insurance policy is $100.0 million.
As a result, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these qualified buyers makes our trade shows compelling events for our exhibitors, offering them an efficient platform for high quality lead generation.
Our shows are frequently the preeminent event, drawing the highest attendance in their respective industry verticals. As a result, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show.
The aggregate limit for our renewed 2022 primary event cancellation insurance policy is $100.0 million. The Company also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2022 and Surf Expo Summer 2022 shows, with a coverage limit of $8.4 million and $6.5 million, respectively.
We have also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2024 and Surf Expo Summer 2024 shows, with a coverage limit of approximately $7.6 million and $7.8 million, respectively. On August 3, 2022, we reached an agreement to settle outstanding insurance litigation relating to event cancellation insurance for proceeds of $148.6 million.
All Other: This category consists of Emerald’s remaining operating segments, which provide diverse events and services but are not aggregated with the reportable segments. Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative functions.
All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media services and e-commerce software solutions, but are not aggregated with the reportable segment. Each of operating segments in the All Other category do not meet the criteria to be a separate reportable segment.
We have been recognized with many awards and accolades that reflect our industry leadership as well as the importance of our shows to the exhibitors and attendees we serve. Connections: Our trade show franchises typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time.
Our Connections division consists of a collection of leading B2B trade show franchises, which typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Our Content division consists of B2B print publications and digital media products that complement our existing trade show properties.
Emerald also offers a yearlong wellness program led by a top mindfulness coach focused on employees’ mental health and well-being. Insurance We maintain insurance policies to cover the principal risks associated with our business, including event cancellation, business interruption, workers’ compensation, directors’ and officers’ liability, cyber security, product liability, auto, property, and umbrella and excess liability insurance.
We believe that the composition and professional background of our board and our executive leadership team are well-balanced and position the Company for long term growth. 8 Insurance We maintain insurance policies to cover the principal risks associated with our business, including event cancellation, business interruption, workers’ compensation, directors’ and officers’ liability, cyber security, product liability, auto, property, and umbrella and excess liability insurance.
We undertake to strategically and proactively develop our intellectual property portfolio by registering our trademarks. We currently rely primarily on trademark laws to protect our intellectual property rights. We do not own, but have a license to use, certain trademarks belonging to an industry association in connection with our KBIS and CEDIA Expo.
We do not own, but have a license to use, certain trademarks belonging to industry associations in connection with our KBIS and CEDIA Expo. The KBIS license runs through 2043 and the CEDIA Expo license continues in perpetuity. We also license certain intellectual property from the NBA in connection with producing NBA Con.
These print and digital media products are closely aligned with several of our events across the portfolio categories, facilitating year-round customer contact, new customer generation and content marketing vehicles.
These print and digital media products provide industry specific business news and information across 20 sectors, facilitating year-round customer contact, new customer acquisition and content marketing vehicles.
Each of our shows is typically held at least annually, with certain franchises offering multiple editions per year. Our shows are frequently the preeminent event, drawing the highest attendance in their respective industry verticals.
Connections Our Connections division consists of our collection of leading B2B trade show franchises, which typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Each of our shows is typically held at least annually, with certain franchises offering multiple editions per year.
Elastic Suite is integrated with leading manufacturers and retailers across numerous industries, most notably in the outdoor, surf, cycling, footwear and sporting goods verticals, and is expected to complement Emerald’s portfolio of leading show brands, including OR and Surf Expo, among others.
We believe these platforms will accelerate 5 Emerald’s strategy to provide 365-day-per-year engagement for our customer base, by expanding our digital commerce capabilities and providing our customers with transactional functionality. Elastic Suite is integrated with leading manufacturers and retailers across numerous industries, most notably in the outdoor, home appliance and electronics, surf, cycling, footwear and sporting goods verticals.
Examples of our events produced in this category include: ☐ Boutique Design New York (“BDNY”) ☐ Hospitality Design Expo ☐ Environments for Aging Expo & Conference (“EFA”) ☐ ICFF (previously International Contemporary Furniture Fair) ☐ Healthcare Design Expo & Conference ☐ EDspaces ☐ Kitchen & Bath Industry Show (“KBIS”) Technology With technology expanding at a rapid pace, professionals in every aspect of commerce—from engineering to electronics, and visual arts to security—must stay on top of the latest advancements to help them stay informed, efficient, and competitive.
Examples of our events produced in this category include: ☐ Boutique Design ☐ Hospitality Design Expo (“HD Expo”) ☐ Environments for Aging Expo & Conference (“EFA”) ☐ ICFF (previously International Contemporary Furniture Fair) ☐ Healthcare Design Expo & Conference (“HCD”) ☐ Kitchen & Bath Industry Show (“KBIS”) ☐ EDspaces ☐ Connecting Point Marketing Group hosted buyer events 3 Food Our Food vertical brings together retailers, restaurateurs, and suppliers across specialty food categories, including the fast-growing pizza and Latin specialty food categories.
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Content: In addition to organizing our trade shows, conferences and other events, we also operate content and content-marketing websites and related digital products, and produce publications, each of which is aligned with a specific event sector.
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The rights offering was completed in July of 2020. We received net proceeds of approximately $9.7 million from this rights offering.
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In addition to their respective revenues, each of these products supports our live events by delivering 365-day engagement and active channels for customer acquisition and development. We also generate a substantial amount of first-party data across our events, content, and e-commerce platforms.
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Onex’s beneficial ownership of our common stock, on an as-converted basis, is approximately 90.5%. In 2023, we acquired Lodestone Events, the producers of the Overland Expo series of vehicle-based, adventure travel consumer shows throughout the US.
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As of December 31, 2022, Onex owned 47,058,332 shares of our common stock, representing 69.6% of our outstanding common stock.
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Overland Expo is a premier event series for do-it-yourself adventure travel enthusiasts, with hundreds of classes for 4-wheel-drive enthusiasts and adventure motorcyclists, inspirational programs, speakers, and trainers from all over the world. The acquisition supports the Company’s strategic expansion into the growing business to consumer (B2C) event space specifically in high growth markets like the increasing demand for outdoor experiences.
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Onex’s beneficial ownership of our common stock, on an as-converted basis, is approximately 88.3%. In 2022, we completed two acquisitions. In June, we acquired Advertising Week, a global event and thought leadership platform focused on marketing, media, technology, and culture.
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Products and Services Emerald goes to market across three distinct business lines, Connections, Content and Commerce. Each provides a distinct portfolio of products and services that are integral to Emerald’s growth and profitability.
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In July, we acquired Bulletin, an online wholesale market for retail where brands, buyers and designers gather to connect and discover new products. We believe this acquisition will infuse the NY NOW Gift and Home Show with Bulletin's industry expertise and extensive customer base of brands and retailers. In 2021, we completed two acquisitions.
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The participation of these qualified buyers makes our trade shows compelling events for our exhibitors, offering them an efficient platform for high quality lead generation. Revenue in this segment is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees.
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In April, we acquired Sue Bryce Education and the Portrait Masters, a subscription-based photography business education and e-learning service with a photography conference.
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We categorize our diversified portfolio of events according to seven industry verticals: Design, Renovation & Construction Our Design, Renovation & Construction vertical is targeted toward commercial-scale design and construction, with buyers and sellers frequently transacting in high unit counts for uses in projects such as hotels and senior living facilities.
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On December 31, 2021, we purchased substantially all of the assets associated with a business known and operated as MJBiz (“MJBiz”), a leading event producer and content platform serving the wide range of commercial companies operating in the rapidly growing cannabis industry.
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Industries served include kitchen & bath, hospitality, senior living, healthcare, education, general construction and more.
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MJBiz produces MJBizCon, the oldest and leading B2B cannabis trade show in America; the Emerald conference, which focuses on science and data analysis in the cannabis industry; and media brands including MjBizDaily, Hemp Industry Daily and MJBIZ Magazine. At the November 2022 live event, MJBizCon featured more than 1,400 exhibiting companies and 22,400 attendees.
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International Pizza Expo is one of the largest events serving this popular sector, and Cocina Sabrosa is the largest and only national Latin food expo in the United States.
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In addition to diversifying and enhancing Emerald’s portfolio in a high growth industry, the addition of MJBiz further accelerates our strategy of delivering 365-day customer engagement. Products and Services We operate leading trade shows in multiple attractive, fragmented industry sectors that represent significant portions of the U.S. economy and serve a large and diverse set of global exhibitors and attendees.
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Examples of our events produced in this category include: ☐ Cocina Sabrosa ☐ Pizza Expo ☐ Pizza & Pasta Northeast Home, Gift & General Merchandise Our Home, Gift & General Merchandise vertical connects product manufacturers and retailers through premiere events and insightful content for the market’s most on-trend consumer products and merchandise.
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This fragmentation of exhibitors and attendees is an especially important characteristic of the trade show industry. Trade shows provide a centralized platform for interaction between large numbers of qualified buyers and sellers (a “many-to-many” environment) within a short period of time, thus enhancing the value delivered to all trade show participants.
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Through these invaluable connections and content, Emerald unites a vast global network of buyers and suppliers, offering unparalleled access to one of the world’s most extensive selections of merchandise.
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Further, the highly fragmented nature of our markets enhances the stability of our entire platform as the loss of any single exhibitor or attendee is unlikely to affect the value delivered to and participation of other exhibitors or attendees. 3 Trade Shows & Other Events The following is a summary of several of our trade shows and other events by sector and a discussion of our complementary products.
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Events produced in this category include: ☐ ASD Market Week (“ASD”) ☐ NY NOW ☐ International Gift Exposition in the Smokies (“IGES”) Technology, Advertising & Marketing Our Technology, Advertising & Marketing vertical is a market-leading portfolio of events and resources dedicated to advertising and harnessing the power of next-generation digital media and marketing technology.
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Retail Spanning a vast market of products, our retail experiences cover merchandising, licensing, sourcing, and marketing to enable professionals to shop intelligently, make informed decisions, and meet consumer demands. Buying customers are able to discover rare finds and big sellers in a complete marketplace of options, along with new brands, potential partners, and beneficial seminars across popular and profitable categories.
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The growing group of business sectors served includes advertising, automotive, intelligent traceability technology, business technology integration, communications, ecommerce, connected home technology, and more.
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Events produced in this category include: ☐ ASD Market Week (“ASD”) ☐ JA New York ☐ COUTURE ☐ NY NOW ☐ Impressions ☐ Outdoor Retailer (“OR”) ☐ Pizza Expo ☐ MJ BizCon ☐ RetailX ☐ International Gift Exposition in the Smokies (“IGES) ☐ Sports Licensing & Tailgate Show ☐ Surf Expo Design & Construction Our shows in the Design & Construction industry sector catering to the construction, hospitality, and interior design sectors serving the hotel, resort, retail, healthcare facilities, restaurant, bar, spa, and in-store marketing categories.
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Some examples of our events produced in this category include: ☐ Advertising Week (“AW”) ☐ B2B Marketing Exchange ☐ Commercial Integrator ☐ CEDIA ☐ Digital Dealer ☐ Prosper ☐ Retail Innovation Conference & Expo (“RICE”) ☐ RFID ☐ Total Tech Summit Industrial Demonstrating leadership across established and emerging industries through collaborative B2B events and insightful forums.
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Targeted attendees include interior designers, architects, owners and operators, developers, and specifiers and purchasers working within these industries. This sector is well-suited for trade shows because design and construction are highly visual and tactile processes, requiring the in-person experience and interaction provided by trade shows.
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Perhaps the most diverse group of industry sectors served by Emerald, our expertise across the industrial category is unmatched in both content and events. The growing range of business sectors includes photography, security, hospitality, home medical, US Military, paving, fasteners, farming & agricultural supplies largely serving the cannabis industry, and more.
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By aggregating a wide range of products under one roof, these trade shows save time and expense for designers and other attendees who would otherwise have to independently visit hundreds of showrooms that may be located in different cities.
Added
Examples of our events produced in this category include: 4 ☐ Campus Safety ☐ MJBiz ☐ Fastener ☐ Security Sales & Integration ☐ Modern Day Marine ☐ National Pavement Expo ☐ Medtrade ☐ reMind ☐ Wedding & Portrait Photographers International Luxury Our Luxury vertical provides dynamic and profitable marketplaces that emulate the highest level of artistic expression and showcase the most exceptional curation of upscale, luxury and designer products.
Removed
Our technology events provide experiences that connect businesses of all sizes with innovative products, operational strategies, and integration opportunities to drive new business, increased profits, and streamlined processes. Through exciting show floors, thought leadership, and networking events, decision-makers in these industries can thrive in the midst of digital progress and change.
Added
Emerald’s luxury market of events unites an elite community of renowned heritage brands, emerging design talent, the finest retailers and award-winning media from around the globe.
Removed
Some examples of our events produced in this category include: ☐ CEDIA Expo ☐ Prosper 4 ☐ Digital Dealer ☐ RFID Journal Live (“RFID Live”) Equipment Our equipment experiences outfit aerospace, construction, industrial, medical, and hospitality professionals with the tools and resources necessary to operate, build, and repair structures, vehicles, and devices of every kind.
Added
Examples of our events produced in this category include: ☐ Couture ☐ JA New York ☐ Las Vegas Antique Jewelry & Watch Show ☐ The Original Miami Beach Antique Show (“OMBAS”) Sports & Outdoor Our Sports & Outdoor vertical includes industry-leading wholesale and consumer events with globally recognizable brands, highlighting the latest products and innovations and attracting a diverse audience.
Removed
These events and surrounding platforms serve as a marketplace featuring vendors and innovative products and services, as well as educational centers, supporting a wide array of industries.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

66 edited+20 added−10 removed113 unchanged
Biggest changeAs a result, factors that depress the ability or desire of attendees and exhibitors to travel, including, but not limited to: outbreaks of contagious disease, such as COVID-19; increased costs associated with air travel; an increased frequency of flight delays or accidents; actual or threatened terrorist attacks; the imposition of heightened security standards; bans or travel restrictions on visitors from foreign countries; delays in acquiring visas for travel to the United States; or acts of nature, such as earthquakes, storms and other natural disasters.
Biggest changeBecause many attendees and exhibitors travel to our trade shows via airplane, factors that depress the ability or desire of attendees and exhibitors to travel to our trade shows, including, but not limited to, an increased frequency of flight delays or accidents, outbreaks of contagious disease or the potential for infection (including COVID-19 and any new variants), increased costs associated with air travel, the imposition of heightened security standards or bans on visitors from particular countries outside the United States, delays in acquiring visas for travel to the United States, or acts of nature, such as earthquakes, storms and other natural disasters, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Although we do not grow, sell or distribute cannabis products, and sale and distribution of cannabis products are not permitted at 13 MJBiz-sponsored events, our connection with businesses that serve the cannabis industry could subject us to regulatory, financial, operational and reputational risks and challenges.
Although we do not grow, sell or distribute cannabis products, and sale and distribution of cannabis 13 products are not permitted at MJBiz-sponsored events, our connection with businesses that serve the cannabis industry could subject us to regulatory, financial, operational and reputational risks and challenges.
If we identify any material weaknesses in our internal control over financial reporting and conclude that our internal control over financial reporting is not effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock 15 could be negatively affected, and we could become subject to investigations by the New York Stock Exchange, the SEC or other regulatory authorities, which could require additional financial and management resources.
If we identify any material weaknesses in our internal control over financial reporting and conclude that our internal control over financial reporting is not effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial 15 reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the New York Stock Exchange, the SEC or other regulatory authorities, which could require additional financial and management resources.
As a result of the material weaknesses and the related restatements previously identified, and other matters raised or that may in the future be identified, we face potential for adverse regulatory consequences, including 16 investigations, penalties or suspensions by the SEC or the New York Stock Exchange, litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements and material weakness in our internal control over financial reporting and the preparation of our consolidated financial statements.
As a result of the material weaknesses and the related restatements previously identified, and other matters raised or that may in the future be identified, we face potential for adverse regulatory consequences, including investigations, penalties or suspensions by the SEC or the New York Stock Exchange, litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements and material weakness in our internal control over financial reporting and the preparation of our consolidated financial statements.
External factors such as legislation and government policies at the local or state level, including policy related to social, political and economic issues, may weaken the desire of exhibitors and attendees to attend our trade shows held in certain locations, or cause us to move our trade shows. 11 The success of each of our trade shows depends on the strong reputation of that show’s brand.
In addition, external factors such as legislation and government policies at the local or state level, including policy related to social, political and economic issues, may weaken the desire of exhibitors and attendees to attend our trade shows held in certain locations, or cause us to move our trade shows. 11 The success of each of our trade shows depends on the strong reputation of that show’s brand.
We and third parties on our behalf, collect and store, including by electronic means, certain personal, proprietary and other sensitive information, including payment card information that is provided to us through registration on our websites or otherwise in communication or interaction with us. These activities require the use of centralized data 22 storage, including through third-party service providers.
We and third parties on our behalf, collect and store, including by electronic means, certain personal, proprietary and other sensitive information, including payment card information that is provided to us through registration on our websites or otherwise in communication or interaction with us. These activities require the use of centralized data storage, including through third-party service providers.
To the extent they invest in such other businesses, Onex may have differing interests than our other stockholders. 20 We are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result, rely on exemptions from certain corporate governance requirements. Onex owns the majority of our outstanding common stock.
To the extent they invest in such other businesses, Onex may have differing interests than our other stockholders. We are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result, rely on exemptions from certain corporate governance requirements. Onex owns the majority of our outstanding common stock.
Any material disruption to our relationship with these third parties could have a material adverse impact on the revenue stream from these trade shows. In addition, any of these third party owners may allege that we have breached a license agreement, whether with or without merit, and accordingly seek to terminate our license.
Any material disruption to our relationship with these third parties could have a material adverse impact on the revenue stream from these trade shows or events. In addition, any of these third party owners may allege that we have breached a license agreement, whether with or without merit, and accordingly seek to terminate our license.
In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures and viruses. While we maintain disaster recovery plans, any such damage or interruption could have a material adverse effect on our business.
In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, 19 power outages, systems failures and viruses. While we maintain disaster recovery plans, any such damage or interruption could have a material adverse effect on our business.
The impact of COVID-19 could also cause a long-term reduction in the willingness of exhibitors and attendees to travel to our events, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The impact of 10 COVID-19 could also cause a long-term reduction in the willingness of exhibitors and attendees to travel to our events, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Any transactions we identify may entail various risks, including, among others: • the risks inherent in identifying desirable acquisition candidates, including management time spent away from running our core business and external costs associated with identifying such acquisition candidates; • the risk that we turn out to be wrong with respect to selecting and consummating what we had believed to be accretive acquisitions; • the risk of overpaying for a particular acquisition; • the risks of failing to successfully integrate acquisitions and retain the key employees and/or customers of acquired businesses; • the risks inherent in expanding into new lines of business, including our expansion into the digital commerce software-as-a-service business through the acquisition of PlumRiver, LLC (“PlumRiver”) which included the Elastic Suite product, and our recent acquisition of Bulletin Inc., a digital wholesale platform connecting brands and buyers; • the risks inherent in expanding our existing business into new categories or industries, including our recent expansion into the highly regulated cannabis industry through the acquisition of MJBiz; o the risks inherent in expanding into consumer events through our acquisition of the Overland Expo outdoor adventure events from Lodestone; o the risks relating to potential unknown liabilities of acquired businesses; o the cultural, execution, currency, tax and other risks associated with any future international expansion; and o the risks associated with financing an acquisition, which may involve diluting our existing stockholders, reducing our liquidity or incurring additional debt, which in turn could result in increased debt service costs and/or a requirement to comply with certain financial or other covenants.
Any transactions we identify may entail various risks, including, among others: • the risks inherent in identifying desirable acquisition candidates, including management time spent away from running our core business and external costs associated with identifying such acquisition candidates; • the risk that we turn out to be wrong with respect to selecting and consummating what we had believed to be accretive acquisitions; • the risk of overpaying for a particular acquisition; • the risks of failing to successfully integrate acquisitions and retain the key employees and/or customers of acquired businesses; • the risks inherent in expanding into new lines of business, including our expansion into the digital commerce software-as-a-service business through the acquisition of PlumRiver, LLC (“PlumRiver”) which included the Elastic Suite product, and our recent acquisition of Bulletin Inc., a digital wholesale platform connecting brands and buyers; • the risks inherent in expanding our existing business into new categories or industries, including our recent expansion into the highly regulated cannabis industry through the acquisition of MJBiz; • the risks inherent in expanding into consumer events through our acquisition of the Overland Expo outdoor adventure events from Lodestone; • the risks relating to potential unknown liabilities of acquired businesses; • the cultural, execution, currency, tax and other risks associated with international expansion including our recent acquisition of Advertising Week and any future further expansion; and • the risks associated with financing an acquisition, which may involve diluting our existing stockholders, reducing our liquidity or incurring additional debt, which in turn could result in increased debt service costs and/or a requirement to comply with certain financial or other covenants.
Holders of our redeemable convertible preferred stock also have the right, for so long as the outstanding redeemable convertible preferred stock represents specified percentages of our outstanding common stock on an as-converted basis, to elect up to five members of our Board of Directors.
Holders of our redeemable convertible preferred stock also have the right, for so long as 21 the outstanding redeemable convertible preferred stock represents specified percentages of our outstanding common stock on an as-converted basis, to elect up to five members of our Board of Directors.
We may fail to meet the expectations of our stockholders or securities analysts at some point in the future, and our stock price could decline further as a result.
We may fail to meet the expectations of our stockholders or securities analysts at some point in the future, and our stock price could decline in the future as a result.
We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.
Regulatory and Technology Risks We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.
In addition, provided that no default or event of default (as defined in the Amended and Restated Senior Secured Credit Facilities) has occurred and is continuing, we have the option to request to add one or more incremental term loan or revolving credit facilities or increase commitments under the Amended and Restated Revolving Credit Facility.
In addition, provided that no default or event of default (as defined in the Extended Senior Secured Credit Facilities) has occurred and is continuing, we have the option to request to add one or more incremental term loan or revolving credit facilities or increase commitments under the Extended Revolving Credit Facility.
This financial covenant is tested quarterly if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder.
This financial covenant is tested quarterly if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Extended Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder.
Among other things, our amended and restated certificate of incorporation and amended and restated bylaws: • authorize the issuance of blank check preferred stock that our board of directors could issue in order to increase the number of outstanding shares and discourage a takeover attempt; • divide our board of directors into three classes with staggered three-year terms; • limit the ability of stockholders to remove directors to permit removals only “for cause” once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit our stockholders from calling a special meeting of stockholders once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit stockholder action by written consent once Onex ceases to own more than 50% of all our outstanding common stock, which will require that all stockholder actions be taken at a duly called meeting of our stockholders; • provide that our board of directors is expressly authorized to adopt, alter, or repeal our second amended and restated bylaws; • provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders; • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and • require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation if Onex ceases to own more than 50% of all our outstanding common stock. 21 These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company.
Among other things, our amended and restated certificate of incorporation and amended and restated bylaws: • authorize the issuance of blank check preferred stock that our board of directors could issue in order to increase the number of outstanding shares and discourage a takeover attempt; • divide our board of directors into three classes with staggered three-year terms; • limit the ability of stockholders to remove directors to permit removals only “for cause” once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit our stockholders from calling a special meeting of stockholders once Onex ceases to own more than 50% of all our outstanding common stock; • prohibit stockholder action by written consent once Onex ceases to own more than 50% of all our outstanding common stock, which will require that all stockholder actions be taken at a duly called meeting of our stockholders; 23 • provide that our board of directors is expressly authorized to adopt, alter, or repeal our second amended and restated bylaws; • provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders; • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and • require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation if Onex ceases to own more than 50% of all our outstanding common stock.
If successful, this could result in our loss of the right to use the licensed intellectual property, which could adversely affect our trade shows success. The infringement or invalidation of proprietary rights could have an adverse effect on our business.
If successful, this could result in our loss of the right to use the licensed intellectual property, which could adversely affect the success of our trade shows’ and events. The infringement or invalidation of proprietary rights could have an adverse effect on our business.
Our ability to safeguard such personal and other sensitive information is important to our business. We take these matters seriously and take significant steps to protect our stored information, including the implementation of systems and processes to thwart malicious activity.
Our ability to safeguard such personal information, business information, and other sensitive information is important to our business. We take these matters seriously and take significant steps to protect our stored information, including the implementation of systems and processes to thwart malicious activity and invest in protecting and securing our information.
The impact of COVID-19 on our business, slower growth rates, the introduction of new competition into our markets or other external or macroeconomic factors could impair the value of our intangible assets if they create market conditions that adversely affect the competitiveness of our business.
The impact of potential new COVID-19 variants or other communicable disease outbreaks on our business, slower growth rates, the introduction of new competition into our markets or other external or macroeconomic factors could impair the value of our intangible assets if they create market conditions that adversely affect the competitiveness of our business.
In addition, the Amended and Restated Revolving Credit Facility also contains a financial covenant requiring us to comply with a 5.50 to 1.00 total first lien net secured leverage ratio test.
In addition, the Extended Revolving Credit Facility also contains a financial covenant requiring us to comply with a 5.50 to 1.00 total first lien net secured leverage ratio test.
In November 2020, Onex committed to invest more than $300 million in Convex Group Limited (“Convex”). Convex is the lead underwriter of Emerald’s 2022 event cancellation insurance policy.
In November 2020, Onex committed to invest more than $300 million in Convex 22 Group Limited (“Convex”). Convex is the lead underwriter of Emerald’s 2022, 2023 and 2024 event cancellation insurance policy.
For the year ended December 31, 2021, we recorded non-cash goodwill impairments of $7.2 million and non-cash intangible asset impairments of $24.3 million and $8.4 million for certain customer relationships and certain trade names, respectively. There can be no assurance that we will not record further impairment charges in future periods.
For the year ended December 31, 2021, we recorded non-cash goodwill impairments of $7.2 million and non-cash intangible asset impairments of $21.0 million and $11.7 million for certain customer relationships and certain trade names, respectively. There can be no assurance that we will not record further impairment charges in future periods.
Because Onex controls the majority of our equity securities, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our equity securities. As of December 31, 2022, Onex owned 47,058,332 shares of our common stock, representing 69.6% of our outstanding common stock.
Because Onex controls the majority of our equity securities, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our equity securities. As of December 31, 2023, Onex owned 47,058,332 shares of our common stock, representing 74.8% of our outstanding common stock.
For the year ended December 31, 2022, which is the last year in which our operations were not materially impacted by the COVID-19 pandemic, our top five shows represented 29% of our total revenues.
For the year ended December 31, 2022, which is the last year in which our operations were not materially impacted by the COVID-19 pandemic, our top five shows represented 29% of our total revenues. For the year ended December 31, 2023, these shows generated 28% of our total revenue.
As of December 31, 2022, we had outstanding 71,416,907 shares of redeemable convertible preferred stock with an aggregate liquidation preference of approximately $475.8 million, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind.
As of December 31, 2023, we had outstanding 71,402,907 shares of redeemable convertible preferred stock with an aggregate liquidation preference of approximately $492.6 million, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind.
Further, an actual or perceived security incident, such as penetration of our or our third-party vendors’ networks, affecting personal or other sensitive information could subject us to business and litigation risk (e.g., under the California Consumer Privacy Act) and damage our reputation, including with exhibitors, sponsors and attendees, which could have a material negative effect on our business and results of operations.
Further, an actual or perceived security incident, such as penetration of our or our third-party vendors’ networks, affecting personal or other sensitive information could subject us to business and litigation risk (e.g., under the California Consumer Privacy Act), or damage our reputation, including with exhibitors, sponsors and attendees.
As of December 31, 2022, we had $415.3 million of borrowings outstanding under the Amended and Restated Term Loan Facility, with $99.4 million in additional borrowing capacity under the Amended and Restated Revolving Credit Facility (as defined below) (after giving effect to $1.0 million of outstanding letters of credit). 17 Our high level of indebtedness could have important consequences to us, including: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; exposing us to the risk of increased interest rates as borrowings under our Amended and Restated Senior Secured Credit Facilities (to the extent not hedged) bear interest at variable rates, including increases or changes resulting from the replacement or unavailability of LIBOR, which could further adversely impact our cash flows; limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; impairing or restricting our ability to repay or refinance borrowings under the Amended and Restated Term Loan Facility; impairing our ability to obtain additional financing in the future; and increasing our cost of borrowing.
Our high level of indebtedness could have important consequences to us, including: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general 17 corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions or other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; exposing us to the risk of increased interest rates as borrowings under our Amended and Restated Senior Secured Credit Facilities (to the extent not hedged) bear interest at variable rates, including increases or changes resulting from the replacement or unavailability of LIBOR, which could further adversely impact our cash flows; limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; impairing or restricting our ability to repay or refinance borrowings under the Amended and Restated Senior Secured Credit Facilities; impairing our ability to obtain additional financing in the future; and increasing our cost of borrowing.
These protections are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Further, we exercise only limited control over our third-party vendors, which increases our vulnerability to problems with services they provide.
These protections are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated, including as a result of increasingly sophisticated AI tools becoming available. Further, we exercise only limited control over our third-party vendors, which increases our vulnerability to problems with services they provide.
Onex could cause corporate actions to be taken that conflict with the interests of our other stockholders. This concentration of ownership could have the effect of deterring or preventing a change in control transaction that might otherwise be beneficial to our stockholders.
Onex could cause corporate actions to be taken that conflict with the interests of our other stockholders. This concentration of ownership could have the effect of deterring or preventing a change in control transaction that might otherwise be beneficial to our stockholders. In addition, Onex may in the future own businesses that directly compete with ours.
The determination of related estimated useful lives and whether these assets have been impaired involves significant judgment and subjective assessments, including as to our future business performance, and is subject to factors and events over which we have no control.
Our balance sheet includes significant intangible assets, including trade names, goodwill and other acquired intangible assets. The determination of related estimated useful lives and whether these assets have been impaired involves significant judgment and subjective assessments, including as to our future business performance, and is subject to factors and events over which we have no control.
In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. These continuous examinations may result in unforeseen tax-related liabilities, which may harm our future financial results.
Onex’s beneficial ownership of our common stock, on an as-converted basis, is approximately 88.3%.
Onex’s beneficial ownership of our common stock, on an as-converted basis, is approximately 90.5%.
The aggregate accreting return will increase the number of shares of common stock issuable upon the conversion of the redeemable convertible preferred stock, which may result in a further decrease in the market value of our common stock.
If we do not pay dividends on the redeemable convertible preferred stock in cash, the aggregate accreting return will increase the number of shares of common stock issuable upon the conversion of the redeemable convertible preferred stock, which may result in a further decrease in the market value of our common stock.
In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities, which would require additional financial and management resources.
If we do not comply with our public reporting requirements, the market price of our stock could decline and we could be subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities, which would result in additional financial and management resources.
The risks associated with some of our relationships with industry trade associations or other third-party sponsors of our events are particularly applicable in the case of KBIS (which is owned by the National Kitchen and Bath Association), CEDIA, the Salon International de l'alimentation (“SIAL”) and our Military trade shows, which are the trade shows in our portfolio where the show trademarks are owned by an industry association or other third party and not by us.
The risks associated with some of our relationships with industry trade associations or other third-party sponsors of our events such as KBIS (which is owned by the National Kitchen and Bath Association), CEDIA, our Military trade shows, and NBA CON, which are the trade shows or events in our portfolio where the trademarks are owned by an industry association or other third party and not by us.
Recent strategic initiatives include our efforts to (i) implement event plans to standardize marketing and sales planning across our event portfolio, (ii) introduce value-based pricing in order to improve transparency and customer satisfaction while 12 driving yield improvement, and (iii) enhance our data analytics capabilities to develop new commercial insights.
Recent strategic initiatives include our efforts to (i) implement various sales effectiveness initiatives to improve productivity of our sales efforts, (ii) establish three dedicated divisions focused on Connections, Content and 12 Commerce, (iii) implement event plans to standardize marketing and sales planning across our event portfolio, (iv) introduce value-based pricing in order to improve transparency and customer satisfaction while driving yield improvement, and (v) enhance our data analytics capabilities to develop new commercial insights.
In order to remediate the material weakness, we have expended resources to enhance the design of our control activities related to the evaluation of the impact of the terms and conditions on the accounting and reporting for preferred stock issuances.
In order to remediate the material weakness, we have expended resources to enhance the design of our control activities related to the evaluation of the impact of the terms and conditions on the accounting and reporting for preferred stock issuances and recognizing payment obligations payable to third parties upon recognition of insurance claim proceeds.
As of December 31, 2022, we had $415.3 million of borrowings outstanding under the Amended and Restated Term Loan Facility, with $99.4 million in additional borrowing capacity under the Amended and Restated Revolving Credit Facility (after giving effect to $1.0 million of outstanding letters of credit).
As of December 31, 2023, we had $413.3 million of borrowings outstanding under the Extended Term Loan Facility, with $109.0 million in additional borrowing capacity under the Extended Revolving Credit Facility (after giving effect to $1.0 million of outstanding letters of credit).
Similarly, significant timing and frequency changes, such as the move of OR Winter Market from November 2019 to January 2020 and the shift from a three-show to two-show format for OR in 2019, can also result in unanticipated customer reactions.
Similarly, significant timing and frequency changes, such as the move of OR Winter Market from January 2024 to November 2024 and the shift from a three-show to two-show format for OR in 2019, can also result in unanticipated customer reactions. Our business has from time to time been negatively impacted by these moves and changes in scheduling.
In addition, as of December 31, 2022, Onex owned 69,718,919 shares of our redeemable convertible preferred stock, representing 178,807,950 shares of our common stock on an as-converted basis, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind.
Together, Onex owned shares of our common stock and Onex owned shares of our redeemable convertible preferred stock, on an as-converted basis, represent 183,697,428 shares of our common stock, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and in-kind dividends paid.
The COVID-19 pandemic and the actions taken by governments around the world to combat the virus have negatively impacted and may in the future negatively impact our revenues from our live events, which depend on our ability to hold such in-person events and the willingness of exhibitors and attendees to attend.
The Company’s operations and operating results were materially impacted by the COVID-19 pandemic, and the actions taken by governments around the world to combat the virus had a significant negative impact on our live events, which depend on our ability to hold such in-person events and the willingness of exhibitors and attendees to attend.
In connection with becoming a public company, we have undertaken various actions, and will need to take additional actions, such as implementing numerous internal controls and hiring additional accounting or internal audit staff or consultants. We have hired a third-party service provider to assist us with implementation of our internal audit function.
In connection with becoming a public company, we undertook various actions to enable us to develop and maintain effective internal controls, such as building compliance and testing processes, and hiring additional accounting or internal audit staff or consultants. We have hired a third-party service provider to assist us with execution and management of our internal audit function.
In addition, Onex may in the future own businesses that directly compete with ours. 19 Future stock issuances or sales, including as a result of the conversion of our redeemable convertible preferred stock, could adversely affect the market price of our common stock.
Future stock issuances or sales, including as a result of the conversion of our redeemable convertible preferred stock, could adversely affect the market price of our common stock.
Any such regulatory consequences, litigation, claim or dispute, whether successful or not, could subject us to additional costs, divert the attention of our management, or impair our reputation. Each of these consequences could have a material adverse effect on our business, results of operations and financial condition.
Any such regulatory consequences, litigation, claim or dispute, whether successful or not, could subject us to additional costs, divert the attention of our management, or impair our reputation.
While we are generally insured against direct losses resulting from event cancellations due to circumstances outside of our reasonable control, our event cancellation insurance policies for 2022 and future years did not include coverage for losses due to the outbreak of communicable disease, including COVID-19.
While we are generally insured against direct losses resulting from event cancellations due to circumstances outside of our reasonable control, our event cancellation insurance policies for policy years beginning in 2022 do not include coverage for losses due to the outbreak of communicable disease, including COVID-19, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
These governmental actions have included limitations and bans on travel or transportation; limitations on the size of gatherings; closures of work facilities, public buildings and businesses; cancellation of events, including trade shows, conferences and meetings; and quarantines and lockdowns.
These governmental actions included limitations and bans on travel or transportation; limitations on the size of gatherings; closures of work facilities, public buildings and businesses; cancellation of events, including trade shows, conferences and meetings; and quarantines and lockdowns. The pandemic and its consequences forced us to cancel or postpone a substantial portion of our event calendar for 2020 and 2021.
In addition to general domestic and global economic conditions affecting our business, certain industry-specific conditions could affect our trade shows, conferences and other events. The longer a recession or economic downturn continues, or the longer a particular industry sector is impacted by macroeconomic headwinds, the more likely it becomes that our customers reduce their marketing and advertising or procurement budgets.
The longer a recession or economic downturn continues, or the longer a particular industry sector is impacted by macroeconomic headwinds, the more likely it becomes that our customers reduce their marketing and advertising or procurement budgets.
The success of our trade shows depends on the willingness of companies to continue committing marketing budget allocations towards in-person shows and live events. Alternative channels for marketing spend such as digital, social media and telemarketing could draw marketing budgets away from in-person trade shows and live events.
Alternative channels for marketing spend such as digital, social media and telemarketing could draw marketing budgets away from in-person trade shows and live events.
On December 31, 2021, we completed the acquisition of MJBiz. MJBiz publishes MJBiz Daily, a leading publication addressing business, regulatory, operational and legal issues relevant to the cannabis and hemp industries, and also sponsors the annual MJBizCon, a trade event and conference for the cannabis industry.
MJBiz publishes MJBiz Daily, a leading publication addressing business, regulatory, operational, and legal issues relevant to the cannabis and hemp industries, and also sponsors the annual MJBizCon, a trade event and conference for the cannabis industry and an annual educational conference in San Diego for the scientific community focused on research, testing, and lab services in the cannabis industry.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire. Item 1B. Unresolve d Staff Comments. None.
During 2021 and 2022, we recorded noncash adjustments to our recorded asset balance for certain intangible assets, and we may be required to record further such adjustment in future periods that could significantly impact our operating results. Our balance sheet includes significant intangible assets, including trade names, goodwill and other acquired intangible assets.
Each of these consequences could have a material adverse effect on our business, results of operations and financial condition. 16 During 2021 and 2022, we recorded noncash adjustments to our recorded asset balance for certain intangible assets, and we may be required to record further such adjustment in future periods that could significantly impact our operating results.
We rely on our information technology systems and certain third-party providers to effectively manage our business data, communications, vendor relationships, order entry and fulfillment and other business and financial processes. We also rely on internet service providers, mobile networks and other third-party systems to operate our business.
Our information technology systems, including our Enterprise Resource Planning (“ERP”) business management system, could be disrupted. The efficient operation of our business depends on our information technology systems. We rely on our information technology systems and certain third-party providers to effectively manage our business data, communications, vendor relationships, order entry and fulfillment and other business and financial processes.
In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital markets. As of December 31, 2022, we no longer qualified as an “emerging growth company” and as a result will incur additional costs.
In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to capital markets.
While we operated a full slate of events in 2022, exhibitor participation and attendance at some our trade shows was still below pre-pandemic levels.
If similar actions were to be taken in response to future public health emergencies, our business, operations, and financial results could be negatively impacted. While we operated a full slate of events in both 2022 and 2023, exhibitor participation and attendance at some of our trade shows was still below pre-pandemic levels.
The IRA establishes a 15% corporate minimum tax effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded corporations. We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial results.
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate minimum tax effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded corporations.
We are currently in the process of reviewing and updating our information technology systems and processes in order to enhance our data analytics capability. This implementation process will consume time and resources and may not result in our desired outcome or improved financial performance.
This implementation process will consume time and resources and may not result in our desired outcome or improved financial performance.
Attendance at our shows has declined as a result of the COVID-19 pandemic, and may continue to decline due to disruptions in global or local travel conditions, such as congestion at airports, the risk of or an actual terrorist action, adverse weather or outbreaks or fear of communicable diseases.
Attendance at our shows could decline as a result of disruptions in global or local travel conditions, such as congestion at airports, adverse weather or fear of communicable diseases such as COVID-19. The number of attendees and exhibitors at our trade shows may be affected by a variety of factors that are outside our control.
However, in March 2022, the Federal Reserve approved a 0.25% rate increase, and in each of June, July and September of 2022, it approved a further 0.75% rate increase to as high as 4.75% in February 2023. Additionally, inflation influences interest rates, which in turn impact the fair value of our investments and yields on new investments.
Throughout 2022 and the first half of 2023, the Federal Reserve approved almost a dozen interest increases to as high as 5.50% in July 2023. Additionally, inflation influences interest rates, which in turn impact the fair value of our investments and yields on new investments as well as increasing our financing costs.
If any of the following risks occur, our business, results of operations, and financial condition may be materially adversely affected. Risks Relating to Our Industry and Macroeconomic Conditions Our operations, business and financial results have been, and may in the future be, materially impacted by COVID-19 or future public health emergencies, including outbreaks of communicable disease.
Operating expenses, including cost of labor, are impacted to a certain degree by the inflation rate as well. Our operations, business and financial results have been, and may in the future be, materially impacted by COVID-19 or future public health emergencies, including outbreaks of communicable disease or other public health emergency.
We expect that the loss of emerging growth company status and compliance with the additional requirements of being an accelerated filer will increase our legal and financial compliance costs and cause management and other personnel to divert their attention from operational and other business matters to devote substantial time to public company reporting requirements.
Because we no longer qualify as an “emerging growth company” as defined in the JOBS Act as of December 31, 2022, we have increased our legal and financial compliance costs, and management and other personnel are required to divert increased attention from operations and other business matters to devote substantial time to the public company reporting requirements that apply to us as an accelerated filer.
Further, there can be no assurance that competitors will not infringe upon our trademarks, or that we will identify all such infringements or have adequate resources to properly enforce our trademarks. Our information technology systems, including our ERP business management system, could be disrupted. The efficient operation of our business depends on our information technology systems.
Further, there can be no assurance that competitors will not infringe upon our trademarks, or that we will identify all such infringements or have adequate resources to properly enforce our trademarks. 20 We have begun to use certain artificial intelligence (“AI”) technologies in our business, and challenges with properly managing its use could result in reputational harm, legal liability, and financial cost.
Operating expenses, including cost of labor, are impacted to a certain degree by the inflation rate as well. Increased spending on digital marketing and advertising, or other marketing channels, could reduce the amount spent on in-person trade shows.
Increased spending on digital marketing and advertising, or other marketing channels, could reduce the amount spent on in-person trade shows. The success of our trade shows depends on the willingness of companies to continue committing marketing budget allocations towards in-person shows and live events.
Furthermore, the occurrence of one or more of the factors described above, including a prolonged recovery from COVID-19 or a spike or resurgence in cases of COVID-19, could cause a long-term reduction in the willingness of exhibitors and attendees to travel to attend our trade shows, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. 10 General economic conditions may have an adverse impact on the industry sectors in which our trade shows, conferences and other events operate and therefore may negatively affect demand for exhibition space and attendance at our trade shows, conferences and other events.
Risks Relating to Our Industry and Macroeconomic Conditions General economic conditions may have an adverse impact on the industry sectors in which our trade shows, conferences and other events operate and therefore may negatively affect demand for exhibition space and attendance at our trade shows, conferences and other events.
We and our customers may also be adversely affected by the impact of the rise of interest rates and sustained inflationary conditions. Interest rates remained at relatively low levels on a historical basis for much of 2021, as the Federal Reserve maintained the federal funds target range at 0.0% to 0.25%.
Inflationary pressures and increased interest rates could negatively impact demand for exhibition space, attendance at our tradeshows, conferences, events, and profitability We and our customers may also be adversely affected by the impact of the rise of interest rates and sustained inflationary conditions.
Risks Related to our Intellectual Property and Information Technology We do not own certain of the trade shows that we operate or certain trademarks associated with some of our shows.
Noncompliance could result in significant penalties or legal liability having an adverse effect on our operations and financials. We do not own certain of the trade shows and events that we operate or certain trademarks associated with some of our shows and therefore rely on ongoing license agreements with certain third parties.
Removed
The pandemic and its consequences forced us to cancel or postpone a substantial portion of our event calendar for 2020 and 2021. These cancellations and postponements have had, and any future such cancellations and postponements could have, a material negative impact on our business, operations, and financial results.
Added
If any of the following risks occur, our business, results of operations, and financial condition may be materially adversely affected.
Removed
Our business depends largely on the ability and willingness of people, whether exhibitors or attendees, to travel to our events.
Added
Our business depends upon the ability and willingness of companies to attend our shows, and such attendance is sensitive to general economic conditions and corporate spending patterns. Consequently, in addition to general domestic and global economic conditions affecting our business, certain industry-specific conditions could affect our trade shows, conferences and other events.
Removed
These factors could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Added
On December 31, 2021, we completed the acquisition of MJBiz.
Removed
In addition to the impact of COVID-19, in the past we have experienced disruptions to several events due to hurricanes in Florida, and may be forced to cancel or re-locate future trade shows in the event of other natural or man-made disasters.
Added
We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial results. The loss of key management personnel or other company talent could have an adverse effect on our business. We rely on certain key management personnel in the operation of our businesses.
Removed
As of December 31, 2022, we no longer qualified as an “emerging growth company” as defined in the JOBS Act.
Added
While we maintain long-term and emergency transition plans for key management personnel and believe we could either identify internal candidates or attract outside candidates to fill any vacancy created by the loss of any key management personnel, the loss of one or more of our key management personnel could have a negative impact on our businesses.
Removed
Accordingly, we have become subject to certain disclosure and compliance requirements that did not previously apply to us, such as (i) engaging with an independent registered public accounting firm to provide an attestation report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) submitting certain executive compensation matters to stockholder advisory votes and (iii) disclosing a compensation discussion and analysis, including disclosure regarding certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
Added
As of December 31, 2023, we had $413.3 million of term loan borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities, with $109.0 million in additional borrowing capacity under the revolving portion of our Amended and Restated Senior Secured Credit Facilities (after giving effect to $1.0 million of outstanding letters of credit).
Removed
These continuous examinations may result in unforeseen tax-related liabilities, which may harm our future financial results. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law.
Added
In addition, we are exposed to potentially heightened liability pursuant to the new SEC disclosure rules regarding material cybersecurity incidents. Exposure as a result of any of the above factors could have a material negative effect on our business and results of operations. As our business evolves digitally, we are using data more and more in our business operations.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Pr operties. We have two key offices located in New York, New York and San Juan Capistrano, California. We also have other smaller office locations throughout the United States, including in Lakewood, Colorado; New York, New York; and Rye, New Hampshire.
Biggest changeItem 2. Pr operties. We have two key offices located in New York, New York and San Juan Capistrano, California. We also have other smaller office locations throughout the United States, including in Lakewood, Colorado; and Rye, New Hampshire.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRefer to Note 16, Commitments and Contingencies , in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding our legal proceedings. Item 4. Mine Saf ety Disclosures. None. 23 PART II
Biggest changeRefer to Note 16, Commitments and Contingencies , in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding our legal proceedings. Item 4. Mine Saf ety Disclosures. None. 25 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 23 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Selected Financial Data 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 71 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Selected Financial Data 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table presents our purchases of common stock during the fourth quarter ended December 31, 2022, as part of the publicly announced share repurchase program: (Dollars in millions, except per share data) Total Number of Shares Purchased as Part of Publicly Announced Program Average Price Paid Per Share Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program October 1, 2022 - October 31, 2022 33,212 $ 3.41 $ 20.0 November 1, 2022 - November 30, 2022 21,393 3.94 19.9 December 1, 2022 - December 31, 2022 — — 19.9 Total 54,605 Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing. 24 The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock with corresponding changes in the cumulative total returns of the Russell 2000 Index and our peer groups for the period from December 31, 2017 through December 31, 2022.
Biggest changeThe following table presents our purchases of common stock during the fourth quarter ended December 31, 2023, as part of the publicly announced share repurchase program: (Dollars in millions, except per share data) Total Number of Shares Purchased as Part of Publicly Announced Program Average Price Paid Per Share Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program October 1, 2023 - October 31, 2023 — $ — $ 3.0 November 1, 2023 - November 30, 2023 — — 25.0 December 1, 2023 - December 31, 2023 — — 25.0 Total — Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing.
Item 5. Market for Registrant’s Common Equity, Related Stock holder Matters and Issuer Purchases of Equity Securities. Market Information for Common Stock and Holders of Record Our common stock has been listed on the New York Stock Exchange since April 28, 2017 and trades under the symbol "EEX".
Item 5. Market for Registrant’s Common Equity, Related Stock holder Matters and Issuer Purchases of Equity Securities. Market Information for Common Stock and Holders of Record Our common stock has been listed on the New York Stock Exchange since April 28, 2017 and trades under the symbol “EEX”.
The approximate number of record holders of our common stock on March 10, 2023 was 35. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
The approximate number of record holders of our common stock on February 29, 2024 was 32. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
The share repurchase program may be suspended or discontinued at any time without notice. There is no minimum number of shares that we are required to repurchase. Shares may be purchased from time to time in the open market or in privately negotiated transactions.
The share repurchase program may be suspended or discontinued at any time without notice. There is no minimum number of shares that we are required to repurchase.
(1) Exhibition Peers include Ascential PLC, Hyve Group Plc, Informa PLC, Relx PLC and Viad Corp. (2) Business Services Peers include Aramark, Barrett Business Services, Inc., KForce Inc. and TrueBlue, Inc. (3) Advertising and Entertainment Peers include Cinemark Holdings, Inc. and National CineMedia, Inc.
This historical performance is not necessarily indicative of future performance. 26 (1) Exhibition Peers include Ascential PLC, Hyve Group Plc, Informa PLC, Relx PLC and Viad Corp. (2) Business Services Peers include Aramark, Barrett Business Services, Inc., KForce Inc. and TrueBlue, Inc. (3) Advertising and Entertainment Peers include Cinemark Holdings, Inc. and National CineMedia, Inc.
The comparison assumes an initial investment of $100 at the close of business on December 31, 2017 in our stock and in each of the indices and also assumes the reinvestment of dividends where applicable. This historical performance is not necessarily indicative of future performance.
The comparison assumes an initial investment of $100 at the close of business on December 31, 2018 in our stock and in each of the indices and also assumes the reinvestment of dividends where applicable.
Issuer Purchases of Equity Securities In October 2022, we announced that our Board of Directors had authorized an extension and expansion of our previously authorized $20.0 million share repurchase program through December 31, 2023. Share repurchases may be made from time to time through and including December 31, 2023, subject to early termination or extension by our Board of Directors.
This approval extends and expands the previously authorized $20.0 million share repurchase program that was effective through December 31, 2023. Share repurchases under the extended plan may be made from time to time through and including December 31, 2024, subject to early termination or extension by our Board of Directors.
Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations.
Such purchases will be at times and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements and other business considerations. In October 2022, we announced that our Board of Directors had authorized an extension and expansion of our previously authorized $20.0 million share repurchase program through December 31, 2023.
Added
Issuer Purchases of Equity Securities In November 2023, our Board of Directors approved an extension and expansion of our previously announced share repurchase program, which allows for the repurchase of $25.0 million of our common stock through December 31, 2024, subject to early termination or extension by the Board of Directors.
Added
Shares may be purchased from time to time in the open market, including pursuant to one or more Rule 10b5-1 purchase plans that we may enter into from time to time, or in privately negotiated transactions.
Added
The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock with corresponding changes in the cumulative total returns of the Russell 2000 Index and our peer groups for the period from December 31, 2018 through December 31, 2023.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

18 edited+1 added−1 removed9 unchanged
Biggest changeQuarter Ended Dec. 31, 2022 Sept. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 Dec. 31, 2021 Sept. 30, 2021 Jun. 30, 2021 Mar. 31, 2021 (unaudited) (dollars in millions, share data in thousands except earnings per share) Statement of income (loss) and comprehensive income (loss) data: Revenues $ 93.6 $ 62.4 $ 71.4 $ 98.5 $ 41.1 $ 76.5 $ 15.0 $ 12.9 Other income, net — 151.0 8.1 23.7 59.9 1.1 2.3 14.1 Cost of revenues 33.2 22.7 26.4 34.2 15.8 33.7 3.6 4.0 Selling, general and administrative expense 17.4 48.7 32.3 46.6 40.3 38.8 33.1 30.8 Depreciation and amortization expense 16.5 14.7 14.0 14.3 11.5 12.2 12.1 11.8 Goodwill impairment charge — — — 6.3 7.2 — — — Intangible asset impairment charge — — — 1.6 32.7 — — — Operating income (loss) 26.5 127.3 6.8 19.2 (6.5 ) (7.1 ) (31.5 ) (19.6 ) Interest expense 9.0 6.8 4.8 3.9 3.9 3.9 4.1 4.0 Interest income 1.7 0.8 0.2 — — — 0.1 — Other (income) expense (0.1 ) 0.1 — — — — 0.1 — Loss on disposal of fixed assets — — — — 0.4 — — — Income (loss) before income taxes 19.3 121.2 2.2 15.3 (10.8 ) (11.0 ) (35.6 ) (23.6 ) Provision for (benefit from) income taxes (3.1 ) 28.2 2.9 (0.8 ) (1.9 ) (2.0 ) 10.9 (8.3 ) Net income (loss) and comprehensive income (loss) 22.4 93.0 (0.7 ) 16.1 (8.9 ) (9.0 ) (46.5 ) (15.3 ) Accretion to redemption value of redeemable convertible preferred stock (10.1 ) (9.9 ) (9.6 ) (9.2 ) (9.3 ) (9.0 ) (8.8 ) (8.5 ) Participation rights on if-converted basis (8.2 ) (54.7 ) — (4.4 ) — — — — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 4.1 $ 28.4 $ (10.3 ) $ 2.5 $ (18.2 ) $ (18.0 ) $ (55.3 ) $ (23.8 ) Basic earnings (loss) per share $ 0.06 $ 0.42 $ (0.15 ) $ 0.04 $ (0.26 ) $ (0.25 ) $ (0.77 ) $ (0.33 ) Diluted earnings (loss) per share $ 0.06 $ 0.41 $ (0.15 ) $ 0.04 $ (0.26 ) $ (0.25 ) $ (0.77 ) $ (0.33 ) Basic weighted average common shares outstanding 67,599 68,433 69,816 70,171 70,088 71,033 71,938 72,245 Diluted weighted average common shares outstanding 67,943 68,643 69,816 70,280 70,088 71,033 71,938 72,245 Dividend declared per common share $ — $ — $ — $ — $ — $ — $ — $ — 29
Biggest changeQuarter Ended Dec. 31, 2023 Sept. 30, 2023 Jun. 30, 2023 Mar. 31, 2023 Dec. 31, 2022 Sept. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 (unaudited) (dollars in millions, share data in thousands except earnings per share) Statement of (loss) income and comprehensive (loss) income data: Revenues $ 101.5 $ 72.5 $ 86.5 $ 122.3 $ 93.6 $ 62.4 $ 71.4 $ 98.5 Other income, net — 2.8 — — — 151.0 8.1 23.7 Cost of revenues 35.7 25.9 32.8 43.2 33.2 22.7 26.4 34.2 Selling, general and administrative expense 36.1 41.6 41.8 48.8 17.4 48.7 32.3 46.6 Depreciation and amortization expense 9.8 8.8 12.9 13.5 16.5 14.7 14.0 14.3 Goodwill impairment charge — — — — — — — 6.3 Intangible asset impairment charge — — — — — — — 1.6 Operating income (loss) 19.9 (1.0 ) (1.0 ) 16.8 26.5 127.3 6.8 19.2 Interest expense 11.8 12.1 11.4 8.0 9.0 6.8 4.8 3.9 Interest income 3.2 1.6 2.3 1.1 1.7 0.8 0.2 — Loss on extinguishment of debt — 2.3 — — — — — Other (income) expense (0.1 ) 0.1 0.1 (0.1 ) (0.1 ) 0.1 — — Loss on disposal of fixed assets — — — 0.2 — — — — Income (loss) before income taxes 11.4 (11.6 ) (12.5 ) 9.8 19.3 121.2 2.2 15.3 Provision for (benefit from) income taxes 29.3 (22.3 ) (4.4 ) 2.7 (3.1 ) 28.2 2.9 (0.8 ) Net (loss) income and comprehensive (loss) income (17.9 ) 10.7 (8.1 ) 7.1 22.4 93.0 (0.7 ) 16.1 Accretion to redemption value of redeemable convertible preferred stock (10.8 ) (10.7 ) (10.4 ) (10.1 ) (10.1 ) (9.9 ) (9.6 ) (9.2 ) Participation rights on if-converted basis — — — — (8.2 ) (54.7 ) — (4.4 ) Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders $ (28.7 ) $ 0.0 $ (18.5 ) $ (3.0 ) $ 4.1 $ 28.4 $ (10.3 ) $ 2.5 Basic (loss) earnings per share $ (0.45 ) $ 0.00 $ (0.29 ) $ (0.04 ) $ 0.06 $ 0.42 $ (0.15 ) $ 0.04 Diluted (loss) earnings per share $ (0.45 ) $ 0.00 $ (0.29 ) $ (0.04 ) $ 0.06 $ 0.41 $ (0.15 ) $ 0.04 Basic weighted average common shares outstanding 63,601 63,586 62,868 67,280 67,599 68,433 69,816 70,171 Diluted weighted average common shares outstanding 63,601 63,586 62,868 67,280 67,943 68,643 69,816 70,280 Dividend declared per common share $ — $ — $ — $ — $ — $ — $ — $ — 31
(7) As of December 31, 2022, total debt of $415.3 million consisted of $413.9 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $0.8 million and unamortized original issue discount of $0.6 million, and no borrowings outstanding under the Amended and Restated Revolving Credit Facility.
As of December 31, 2022, total debt of $415.3 million consisted of $413.9 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $0.8 million and unamortized original issue discount of $0.6 million, and no borrowings outstanding under the Amended and Restated Revolving Credit Facility.
(5) During the year ended December 31, 2020, we received proceeds of $373.3 million, net of fees and expenses of $17.2 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement (as defined below) and net proceeds of approximately $9.7 million pursuant to the Rights Offering.
(6) During the year ended December 31, 2020, we received proceeds of $373.3 million, net of fees and expenses of $17.2 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement (as defined below) and net proceeds of approximately $9.7 million pursuant to the Rights Offering.
We used $50.0 million of the net proceeds from the sale of redeemable convertible preferred stock to repay outstanding debt under the Amended and Restated Revolving Credit Facility and expects to use the remaining proceeds for general corporate purposes, including organic and acquisition growth initiatives.
We used $50.0 million of the net proceeds from the sale of redeemable convertible preferred stock to repay outstanding debt under the Amended and Restated Revolving Credit Facility and expect to use the remaining proceeds for general corporate purposes, including organic and acquisition growth initiatives.
Item 6. Selected Financial Data. The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated financial data as of December 31, 2022, 2021, 2020, 2019 and 2018, and for the years ended December 31, 2022, 2021, 2020, 2019 and 2018, have been derived from our audited consolidated financial statements.
Item 6. Selected Financial Data. The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated financial data as of December 31, 2023, 2022, 2021, 2020 and 2019, and for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, have been derived from our audited consolidated financial statements.
(3) The goodwill impairments for the year ended December 31, 2022, represent a non-cash impairment charge of $6.3 million in connection with the interim March 31, 2022 testing of goodwill for impairment.
(3) The goodwill impairments for the year ended December 31, 2022 represent a non-cash impairment charge of $6.3 million in connection with the interim January 31, 2022 testing of goodwill for impairment.
(2) Selling, general and administrative expenses for the years ended December 31, 2022, 2021, 2020, 2019, and 2018 included a gain of $14.0 million, and expenses of $9.4 million, $7.0 million, $6.4 million, and $9.2 million, respectively, in non-cash contingent consideration remeasurements, and acquisition-related transaction, transition and integration costs, including one-time severance, legal and advisory fees.
(2) Selling, general and administrative expenses for the years ended December 31, 2023, 2022, 2021, 2020 and 2019 included expenses of $10.5 million, a gain of $14.0 million, and expenses of $9.4 million, $7.0 million, and $6.4 million, respectively, in non-cash contingent consideration remeasurements, and acquisition-related transaction, transition and integration costs, including one-time severance, legal and advisory fees.
Also included in selling, general and administrative expenses for the years ended December 31, 2022, 2021, 2020, 2019, and 2018 were stock-based compensation expenses of $5.8 million, $10.4 million, $6.7 million, $7.7 million, and $6.1 million, respectively.
Also included in selling, general and administrative expenses for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, were stock-based compensation expenses of $7.8 million, $5.8 million, $10.4 million, $6.7 million, and $7.7 million, respectively.
During the years ended December 31, 2022, 2021 and 2020, we recorded accretion of $38.8 million, $35.6 million and $15.6 million, respectively, with respect to the redeemable convertible preferred stock, bringing the aggregate accreted carrying value to $472.4 million, $433.9 million and $398.3 million as of December 31, 2022, 2021 and 2020, respectively.
During the years ended December 31, 2023, 2022, 2021 and 2020 we recorded accretion of $42.0 million, $38.8 million, $35.6 million and $15.6 million, respectively, with respect to the redeemable convertible preferred stock, bringing the aggregate accreted carrying value to $497.1 million, $472.4 million, $433.9 million and $398.3 million as of December 31, 2023, 2022, 2021 and 29 2020, respectively.
This financial data should be read in conjunction with the consolidated financial statements, related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information appearing elsewhere in this Annual Report on Form 10-K. 25 The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
This financial data should be read in conjunction with the consolidated financial statements, related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information appearing elsewhere in this Annual Report on Form 10-K.
No other goodwill impairments were recorded in any other of the years presented. (4) The intangible asset impairments for the years ended December 31, 2022, 2021, 2020, 2019 and 2018 were recorded to align the carrying value of certain trade name and customer relationship intangible assets with their fair value.
(4) The intangible asset impairments for the years ended December 31, 2022, 2021, 2020 and 2019, were recorded to align the carrying value of certain trade name and customer relationship intangible assets with their fair value. No intangible asset impairments were recorded for the year ended December 31, 2023.
As of December 31, 2021, total assets included goodwill of $514.2 million and intangible assets, net, of $236.7 million. As of December 31, 2020, total assets included goodwill of $404.3 million and intangible assets, net, of $275.0 million. As of December 31, 2019, total assets included goodwill of $980.3 million and intangible assets, net, of $373.8 million.
As of December 31, 2022, total assets included goodwill of $545.5 million and intangible assets, net, of $204.8 million. As of December 31, 2021, total assets included goodwill of $514.2 million and intangible assets, net, of $236.7 million. As of December 31, 2020, total assets included goodwill of $404.3 million and intangible assets, net, of $275.0 million.
As of December 31, 2018, total debt of $569.9 million consisted of $529.9 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $3.6 million and unamortized original issue discount of $3.0 million and $40.0 million of borrowings outstanding under the Amended and Restated Revolving Credit Facility. 28 Quarterly Results of Operations (Unaudited) The following table sets forth our unaudited quarterly consolidated statements of income (loss) and comprehensive income (loss) data for each of the eight quarterly periods ended December 31, 2022 and 2021.
As of December 31, 2019, total debt of $535.4 million consisted of $525.4 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $3.0 million, and unamortized original issue discount of $2.5 million, and $10.0 million of borrowings outstanding under the Amended and Restated Revolving Credit Facility. 30 Quarterly Results of Operations (Unaudited) The following table sets forth our unaudited quarterly consolidated statements of (loss) income and comprehensive (loss) income data for each of the eight quarterly periods ended December 31, 2023 and 2022.
Year Ended December 31, 2022 (1) 2021 (1) 2020 (1) 2019 (1) 2018 (1) (dollars in millions, share data in thousands except earnings per share) Statement of income (loss) and comprehensive income (loss) data: Revenue $ 325.9 $ 145.5 $ 127.4 $ 360.9 $ 380.7 Other income, net 182.8 77.4 107.0 6.1 — Cost of revenues 116.5 57.1 57.6 120.2 112.1 Selling, general and administrative expenses (2) 145.0 143.0 118.6 133.4 121.8 Depreciation and amortization expense 59.5 47.6 48.6 52.0 46.8 Goodwill impairment charge (3) 6.3 7.2 603.4 69.1 — Intangible asset impairment charge (4) 1.6 32.7 76.8 17.0 104.3 Operating income (loss) 179.8 (64.7 ) (670.6 ) (24.7 ) (4.3 ) Interest expense 24.5 15.9 20.6 30.3 29.1 Interest income 2.7 0.1 0.1 — — Other expense — 0.1 0.1 — — Loss on disposal of fixed assets — 0.4 — — — Income (loss) before income taxes 158.0 (81.0 ) (691.2 ) (55.0 ) (33.4 ) Provision for (benefit from) income taxes 27.2 (1.3 ) (57.6 ) (5.0 ) (8.3 ) Net income (loss) and comprehensive income (loss) 130.8 (79.7 ) (633.6 ) (50.0 ) (25.1 ) Accretion to redemption value of redeemable convertible preferred stock (5) (38.8 ) (35.6 ) (15.6 ) — — Participation rights on if-converted basis (60.2 ) — — — — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 31.8 $ (115.3 ) $ (649.2 ) $ (50.0 ) $ (25.1 ) Net income (loss) per share attributable to common stockholders Basic $ 0.46 $ (1.62 ) $ (9.09 ) $ (0.70 ) $ (0.34 ) Diluted $ 0.46 $ (1.62 ) $ (9.09 ) $ (0.70 ) $ (0.34 ) Weighted average common shares outstanding Basic 69,002 71,309 71,431 71,719 72,887 Diluted 69,148 71,309 71,431 71,719 72,887 Dividends declared per common share $ — $ — $ 0.0750 $ 0.2975 $ 0.2875 Statement of cash flows data: Net cash provided by (used in) operating activities $ 175.1 $ 90.0 $ (37.1 ) $ 67.8 $ 103.9 Net cash used in investing activities $ (47.9 ) $ (131.9 ) $ (37.3 ) $ (16.7 ) $ (74.7 ) Net cash (used in) provided by financing activities $ (119.3 ) $ (22.2 ) $ 360.1 $ (62.0 ) $ (19.6 ) 26 As of December 31, 2022 2021 2020 2019 2018 (dollars in millions) Balance sheet data: Cash and cash equivalents $ 239.1 $ 231.2 $ 295.3 $ 9.6 $ 20.5 Total assets (6) $ 1,098.4 $ 1,062.4 $ 1,054.4 $ 1,471.7 $ 1,580.0 Total debt (7) $ 415.3 $ 519.7 $ 525.2 $ 535.4 $ 569.9 Total liabilities $ 659.1 $ 749.5 $ 659.9 $ 831.5 $ 871.7 (1) Financial data for the year ended December 31, 2022 includes the results of Bulletin since its acquisition on July 11, 2022 and Advertising Week since its acquisition on June 21, 2022.
The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 27 Year Ended December 31, 2023 (1) 2022 (1) 2021 (1) 2020 (1) 2019 (1) (dollars in millions, share data in thousands except earnings per share) Statement of (loss) income and comprehensive (loss) income data: Revenue $ 382.8 $ 325.9 $ 145.5 $ 127.4 $ 360.9 Other income, net 2.8 182.8 77.4 107.0 6.1 Cost of revenues 137.6 116.5 57.1 57.6 120.2 Selling, general and administrative expenses (2) 168.3 145.0 143.0 118.6 133.4 Depreciation and amortization expense 45.0 59.5 47.6 48.6 52.0 Goodwill impairment charge (3) — 6.3 7.2 603.4 69.1 Intangible asset impairment charge (4) — 1.6 32.7 76.8 17.0 Operating income (loss) 34.7 179.8 (64.7 ) (670.6 ) (24.7 ) Interest expense 43.3 24.5 15.9 20.6 30.3 Interest income 8.2 2.7 0.1 0.1 — Loss on extinguishment of debt (5) 2.3 — — — — Other expense — — 0.1 0.1 — Loss on disposal of fixed assets 0.2 — 0.4 — — (Loss) income before income taxes (2.9 ) 158.0 (81.0 ) (691.2 ) (55.0 ) Provision for (benefit from) income taxes 5.3 27.2 (1.3 ) (57.6 ) (5.0 ) Net (loss) income and comprehensive (loss) income (8.2 ) 130.8 (79.7 ) (633.6 ) (50.0 ) Accretion to redemption value of redeemable convertible preferred stock (6) (42.0 ) (38.8 ) (35.6 ) (15.6 ) — Participation rights on if-converted basis — (60.2 ) — — — Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders $ (50.2 ) $ 31.8 $ (115.3 ) $ (649.2 ) $ (50.0 ) Net (loss) income per share attributable to common stockholders Basic $ (0.78 ) $ 0.46 $ (1.62 ) $ (9.09 ) $ (0.70 ) Diluted $ (0.78 ) $ 0.46 $ (1.62 ) $ (9.09 ) $ (0.70 ) Weighted average common shares outstanding Basic 63,959 69,002 71,309 71,431 71,719 Diluted 63,959 69,148 71,309 71,431 71,719 Dividends declared per common share $ — $ — $ — $ 0.0750 $ 0.2975 Statement of cash flows data: Net cash provided by (used in) operating activities $ 40.3 $ 175.1 $ 90.0 $ (37.1 ) $ 67.8 Net cash used in investing activities $ (21.0 ) $ (47.9 ) $ (131.9 ) $ (37.3 ) $ (16.7 ) Net cash (used in) provided by financing activities $ (54.2 ) $ (119.3 ) $ (22.2 ) $ 360.1 $ (62.0 ) 28 As of December 31, 2023 2022 2021 2020 2019 (dollars in millions) Balance sheet data: Cash and cash equivalents $ 204.2 $ 239.1 $ 231.2 $ 295.3 $ 9.6 Total assets (7) $ 1,053.9 $ 1,098.4 $ 1,062.4 $ 1,054.4 $ 1,471.7 Total debt (8) $ 413.3 $ 415.3 $ 519.7 $ 525.2 $ 535.4 Total liabilities $ 649.3 $ 659.1 $ 749.5 $ 659.9 $ 831.5 (1) Financial data for the year ended December 31, 2023 includes the results of Lodestone since its acquisition on January 9, 2023.
The accretion is reflected in the 27 calculation of net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders. (6) As of December 31, 2022, total assets included goodwill of $545.5 million and intangible assets, net, of $204.8 million.
The accretion is reflected in the calculation of net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders. (7) As of December 31, 2023, total assets included goodwill of $553.9 million and intangible assets, net, of $175.1 million.
As of December 31, 2019, total debt of $535.4 million consisted of $525.4 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $3.0 million, and unamortized original issue discount of $2.5 million, and $10.0 million of borrowings outstanding under the Amended and Restated Revolving Credit Facility.
(8) As of December 31, 2023, total debt of $413.3 million consisted of $402.9 million of borrowings outstanding under the Extended Term Loan Facility, net of unamortized deferred financing fees of $1.5 million and unamortized original issue discount of $8.9 million, and no borrowings outstanding under the Extended Revolving Credit Facility.
As of December 31, 2018, total assets included goodwill of $1,036.5 million and intangible assets, net, of $435.3 million.
As of December 31, 2019, total assets included goodwill of $980.3 million and intangible assets, net, of $373.8 million.
Financial data for the year ended December 31, 2018 includes the results of the Technology Brands since their acquisition on August 20, 2018 and BDNY, since their acquisition on October 15, 2018.
Financial data for the year ended December 31, 2022 includes the results of Bulletin since its acquisition on July 11, 2022 and Advertising Week since its acquisition on June 21, 2022.
Removed
No other intangible asset impairments were recorded in any of the other years presented.
Added
(5) Loss on extinguishment of debt for the year ended December 31, 2023 of $2.3 million was comprised of $2.1 million of original issuance discount (“OID”) related to the Extended Term Loan Facility and $0.2 million of previously capitalized OID and debt issuance costs, allocated to lenders in the syndicate whose balances were extinguished in conjunction with the Term Loan Amendment.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

220 edited+82 added−123 removed112 unchanged
Biggest changeYear Ended December 31, 2021 2020 Variance $ Variance % (dollars in millions) Statement of income (loss) and comprehensive income (loss) data: Revenues $ 145.5 $ 127.4 $ 18.1 14.2 % Other income 77.4 107.0 (29.6 ) (27.7 )% Cost of revenues 57.1 57.6 (0.5 ) (0.9 )% Selling, general and administrative expenses (1) 143.0 118.6 24.4 20.6 % Depreciation and amortization expense 47.6 48.6 (1.0 ) (2.1 )% Goodwill impairments (2) 7.2 603.4 (596.2 ) (98.8 )% Intangible asset impairments (3) 32.7 76.8 (44.1 ) (57.4 )% Operating loss (64.7 ) (670.6 ) 605.9 (90.4 )% Interest expense 15.9 20.6 (4.7 ) (22.8 )% Interest income 0.1 0.1 — — Other expense 0.1 0.1 — — Loss on disposal of fixed assets 0.4 — 0.4 NM Loss before income taxes (81.0 ) (691.2 ) 610.2 (88.3 )% Benefit from income taxes (1.3 ) (57.6 ) 56.3 (97.7 )% Net loss and comprehensive loss $ (79.7 ) $ (633.6 ) $ 553.9 (87.4 )% Other financial data (unaudited): Adjusted EBITDA (4) $ 44.1 $ 71.9 $ (27.8 ) (38.7 )% Free Cash Flow (5) $ 83.4 $ (41.1 ) $ 124.5 NM Organic Revenue (6) $ 43.8 $ 44.1 $ (0.3 ) (0.7 )% (1) Selling, general and administrative expenses for the years ended December 31, 2021 and 2020 included $9.4 million and $7.0 million, respectively, in contract termination, acquisition-related transaction, transition and integration costs, including legal and advisory fees.
Biggest changeYear Ended December 31, 2023 2022 Variance $ Variance % (dollars in millions) Statement of (loss) income and comprehensive (loss) income data: Revenues $ 382.8 $ 325.9 $ 56.9 17.5 % Other income, net 2.8 182.8 (180.0 ) (98.5 )% Cost of revenues 137.6 116.5 21.1 18.1 % Selling, general and administrative expenses (1) 168.3 145.0 23.3 16.1 % Depreciation and amortization expense 45.0 59.5 (14.5 ) (24.4 )% Goodwill impairments (2) — 6.3 (6.3 ) (100.0 )% Intangible asset impairments (3) — 1.6 (1.6 ) (100.0 )% Operating income 34.7 179.8 (145.1 ) NM Interest expense 43.3 24.5 18.8 76.7 % Interest income 8.2 2.7 5.5 203.7 % Loss on extinguishment of debt 2.3 — 2.3 100.0 % Loss on disposal of fixed assets 0.2 — 0.2 100.0 % (Loss) income before income taxes (2.9 ) 158.0 (160.9 ) NM Provision for income taxes 5.3 27.2 (21.9 ) NM Net (loss) income and comprehensive (loss) income $ (8.2 ) $ 130.8 $ (139.0 ) NM Other financial data (unaudited): Adjusted EBITDA (4) $ 97.8 $ 239.6 $ (141.8 ) (59.2 )% Free Cash Flow (5) $ 28.8 $ 164.8 $ (136.0 ) (82.5 )% Organic revenue (6) $ 370.1 $ 323.1 $ 47.0 14.5 % (1) Selling, general and administrative expenses for the years ended December 31, 2023 and 2022 included expenses of $10.5 million and a gain of $14.0 million, respectively, in contingent consideration remeasurement adjustments, acquisition-related transaction, transition and integration costs, including legal, audit and advisory fees.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations.
We define Adjusted EBITDA as net (loss) income before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations.
Our 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 performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments.
Management and our 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 performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments.
See Note 6, Intangible Assets and Goodwill , in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash intangible asset impairments. (4) In addition to net income (loss) presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance.
See Note 6, Intangible Assets and Goodwill , in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash intangible asset impairments. (4) In addition to net (loss) income presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance.
We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.
We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.
Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP.
Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP.
Net Income (Loss) and Comprehensive Income (Loss) Net income and comprehensive income of $130.8 million for the year ended December 31, 2022 increased $210.5 million from net loss of $79.7 million for the year ended December 31, 2021.
Net Income (Loss) and Comprehensive Income (Loss) Net income and comprehensive income of $130.8 million for the year ended December 31, 2022 increased $210.5 million from net loss and comprehensive loss of $79.7 million for the year ended December 31, 2021.
(b) Represents the non-cash intangible asset impairments described in footnote 3 above. (c) Represents costs related to stock-based compensation associated with certain employees’ participation in the 2013 Stock Option Plan (“2013 Plan”), the 2017 Omnibus Equity Plan (the “2017 Plan”) and the 2019 Employee Stock Purchase Plan (the “ESPP”).
(b) Represents the non-cash intangible asset impairments described in Footnote 3 above. (c) Represents costs related to stock-based compensation associated with certain employees’ participation in the 2013 Stock Option Plan (“2013 Plan”), the 2017 Omnibus Equity Plan (the “2017 Plan”) and the 2019 Employee Stock Purchase Plan (the “ESPP”).
Organic revenue should not be considered in isolation or as an alternative to revenues or other measures determined in accordance with GAAP. Also, Organic revenue is not necessarily comparable to similarly titled measures used by other companies.
Organic revenue should not be considered in isolation or as an alternative to revenues or other measures determined in accordance with GAAP. Also, Organic revenue is not necessarily comparable to similarly titled measures used by other companies.
Selling, General and Administrative Expenses Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs.
Selling, General and Administrative Expenses Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs.
We calculate stock-based compensation expense for each vesting tranche of stock options using the Black-Scholes option pricing model and recognize such costs, net of forfeitures, within the consolidated statements of income (loss) and comprehensive income (loss); however, no expense is recognized for awards that do not ultimately vest.
We calculate stock-based compensation expense for each vesting tranche of stock options using the Black-Scholes option pricing model and recognize such costs, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income; however, no expense is recognized for awards that do not ultimately vest.
The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of income (loss) and comprehensive income (loss) as an adjustment to income tax expense in the period that includes the enactment date.
The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of (loss) income and comprehensive (loss) income as an adjustment to income tax expense in the period that includes the enactment date.
Year Ended December 31, 2022 2021 (unaudited) (dollars in millions) Net income (loss) $ 130.8 $ (79.7 ) Add (Deduct): Interest expense, net 21.8 15.8 Provision for (benefit from) income taxes 27.2 (1.3 ) Goodwill impairments (a) 6.3 7.2 Intangible asset impairments (b) 1.6 32.7 Depreciation and amortization expense 59.5 47.6 Stock-based compensation expense (c) 5.8 10.4 Deferred revenue adjustment (d) 0.6 2.0 Other items (e) (14.0 ) 9.4 Adjusted EBITDA $ 239.6 $ 44.1 Deduct: Event cancellation insurance proceeds 182.8 77.4 Adjusted EBITDA excluding event cancellation insurance proceeds $ 56.8 $ (33.3 ) (a) Represents the non-cash goodwill impairments described in footnote 2 above.
Year Ended December 31, 2022 2021 (unaudited) (dollars in millions) Net income (loss) $ 130.8 $ (79.7 ) Add (Deduct): Interest expense, net 21.8 15.8 Provision for (benefit from) income taxes 27.2 (1.3 ) Goodwill impairments (a) 6.3 7.2 Intangible asset impairment (b) 1.6 32.7 Depreciation and amortization expense 59.5 47.6 Stock-based compensation expense (c) 5.8 10.4 Deferred revenue adjustment (d) 0.6 2.0 Other items (e) (14.0 ) 9.4 Adjusted EBITDA $ 239.6 $ 44.1 Deduct: Event cancellation insurance proceeds 182.8 77.4 Adjusted EBITDA excluding event cancellation insurance proceeds $ 56.8 $ (33.3 ) (a) Represents the non-cash goodwill impairments described in Footnote 2 above.
The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of 69 the underlying stock, our expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which we estimated as follows: • Fair Value of our Common Stock — The fair value per share of common stock for purposes of determining share-based compensation is the closing price of our common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — The expected option term represents the period of time the option is expected to be outstanding.
The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, our expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which we estimated as follows: • Fair Value of our Common Stock — The fair value per share of common stock for purposes of determining share-based compensation is the closing price of our common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — The expected option term represents the period of time the option is expected to be outstanding.
(e) Other items for the year ended December 31, 2022 included: (i) $33.3 million in non-cash gains related to the remeasurement of contingent consideration; (ii) $6.1 million in restructuring-related transition costs, including $3.0 million in non-cash lease abandonment charges; (iii) $3.6 million in transaction costs, primarily in connection with the MJBiz, Advertising Week, Bulletin and Lodestone acquisitions; (iv) $1.7 million in non-recurring legal, audit and consulting fees and (v) $7.9 million in insurance settlement related expenses.
Other items for the year ended December 31, 2022 included: (i) $33.3 million in non-cash gains related to the remeasurement of contingent consideration; (ii) $6.1 million restructuring-related transition costs, including $3.0 million in non-cash lease abandonment charges; (iii) $1.7 million in non-recurring legal, audit and consulting fees; (iv) $3.6 million in transaction costs, primarily in connection with the MJBiz, Advertising Week, Bulletin and Lodestone acquisitions and (v) $7.9 million in insurance settlement related expenses.
Net cash used in financing activities for the year ended December 31, 2022 was $119.3 million, comprised of $104.2 million in repayments of principal on our Amended and Restated Term Loan Facilities, $10.4 million in share repurchases associated with our share repurchase programs, $4.4 million in payments of contingent consideration related to business acquisitions and $0.4 million of fees paid associated the Amendment to our Amended and Restated Credit Agreement.
Net cash used in financing activities for the year ended December 31, 2022 was $119.3 million, comprised of $104.2 million in repayments of principal on our Amended and Restated Term Loan Facilities, $10.4 million in share repurchases associated with our share repurchase programs, $4.4 million in payments of contingent consideration related to business acquisitions and $0.4 million of fees paid associated with the Fourth Amendment to our Amended and Restated Credit Agreement.
Since event revenue is recognized when a particular event is held, we may also experience fluctuations in quarterly revenue and cash flows based on the movement of annual trade show dates from one quarter to another. Our presentation of Adjusted EBITDA accounts for these quarterly movements and the timing of shows, where applicable and material.
Since event revenue is recognized when a particular event is held, we may also experience fluctuations in quarterly revenue and cash flows based on the movement of annual trade show dates from one quarter to another. Our presentation of Adjusted EBITDA and Organic revenue accounts for these quarterly movements and the timing of shows, where applicable and material.
See Note 6, Intangible Assets and Goodwill , in the notes to our consolidated financial 50 statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash intangible asset impairments. (4) In addition to net loss presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance.
See Note 6, Intangible Assets and Goodwill , in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash intangible asset impairments. (4) In addition to net loss presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance.
Goodwill impairments for the year ended December 31, 2021 represents non-cash impairment of $7.2 million in connection with our October 31, 2021 goodwill impairment testing. See Note 6, Intangible Assets and Goodwill , in the notes to our financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash goodwill impairments.
Goodwill impairments for the year ended December 31, 2021 represents non-cash impairment of $7.2 million in connection with our October 31, 2021 goodwill impairment testing. See Note 6, Intangible Assets and Goodwill , in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash goodwill impairments.
Cash deposits start to be received as early as twelve months prior to a show taking place and the balance of 37 booth space fees are typically received in cash one month prior to a show taking place. This highly efficient cash flow model, where cash is received in advance of expenses to be paid, creates a working capital benefit.
Cash deposits start to be received as early as twelve months prior to a show taking place and the balance of booth space fees are typically received in cash one month prior to a show taking place. This highly efficient cash flow model, where cash is received in advance of expenses to be paid, creates a working capital benefit.
Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net loss, cash flows from operating activities or other measures determined in accordance with GAAP.
Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net (loss) income, cash flows from operating activities or other measures determined in accordance with GAAP.
Interest Expense; Interest Income; Loss on Disposal of Fixed Assets; Provision for (benefit from) Income Taxes; Net Income (Loss) and Comprehensive Income (Loss); Adjusted EBITDA Interest Expense Interest expense of $24.5 million for the year ended December 31, 2022 increased $8.6 million, or 54.1%, from $15.9 million for the year ended December 31, 2021.
Interest Expense; Loss on Disposal of Fixed Assets; Benefit from Income Taxes; Net Loss and Comprehensive Loss; Adjusted EBITDA Interest Expense Interest expense of $24.5 million for the year ended December 31, 2022 increased $8.6 million, or 54.1%, from $15.9 million for the year ended December 31, 2021.
If the business had been continuously owned by us throughout the periods presented, the fair value adjustments of $0.6 million and $2.0 million for PlumRiver for the years ended December 31, 2022 and 2021, respectively, would not have been required and the revenues for the years ended December 31, 2022 and 2021, would have been higher by $0.6 million and $2.0 million, respectively.
If the business had been continuously owned by us throughout the years presented, the fair value adjustments of $0.6 million and $2.0 million for PlumRiver for the years ended December 31, 2022 and 2021, respectively, would not have been required and the revenues for the years ended December 31, 2022 and 2021, would have been higher by $0.6 million and $2.0 million, respectively.
The decrease was primarily due to a decrease in aggregate cash used for business acquisitions during the year ended December 31, 2022 of $37.6 million compared to $125.3 million in the prior year. The Company completed two business acquisitions in each of the years ended December 31, 2022 and 2021.
The decrease was primarily due to a decrease in aggregate cash used for business acquisitions during the year ended December 31, 2022 of $37.6 million compared to $125.3 million during the year ended December 31, 2021. The Company completed two business acquisitions in each of the years ended December 31, 2022 and 2021.
If the carrying amount of goodwill exceeds the fair value, an impairment loss is recognized in an 67 amount equal to the excess of the carrying amount over the fair value of the reporting unit. We would also be required to reduce the carrying amounts of the related assets on our balance sheet.
If the carrying amount of goodwill exceeds the fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value of the reporting unit. We would also be required to reduce the carrying amounts of the related assets on our balance sheet.
Year Ended December 31, 2022 2021 Variance $ Variance % (dollars in millions) Statement of income (loss) and comprehensive income (loss) data: Revenues $ 325.9 $ 145.5 $ 180.4 124.0 % Other income, net 182.8 77.4 105.4 136.2 % Cost of revenues 116.5 57.1 59.4 104.0 % Selling, general and administrative expenses (1) 145.0 143.0 2.0 1.4 % Depreciation and amortization expense 59.5 47.6 11.9 25.0 % Goodwill impairments (2) 6.3 7.2 (0.9 ) (12.5 )% Intangible asset impairments (3) 1.6 32.7 (31.1 ) (95.1 )% Operating income (loss) 179.8 (64.7 ) 244.5 NM Interest expense 24.5 15.9 8.6 54.1 % Interest income 2.7 0.1 2.6 2600.0 % Other expense — 0.1 (0.1 ) (100.0 )% Loss on disposal of fixed assets — 0.4 (0.4 ) (100.0 )% Income (loss) before income taxes 158.0 (81.0 ) 239.0 NM Provision for (benefit from) income taxes 27.2 (1.3 ) 28.5 NM Net income (loss) and comprehensive income (loss) $ 130.8 $ (79.7 ) $ 210.5 NM Other financial data (unaudited): Adjusted EBITDA (4) $ 239.6 $ 44.1 $ 195.5 443.3 % Free Cash Flow (5) $ 164.8 $ 83.4 $ 81.4 97.6 % Organic revenue (6) $ 205.1 $ 145.5 $ 59.6 41.0 % (1) Selling, general and administrative expenses for the years ended December 31, 2022 and 2021 included a gain of $14.0 million, and expenses of $9.4 million, respectively, in non-cash contingent consideration remeasurements and acquisition-related transaction, transition and integration costs, including legal and advisory fees.
Year Ended December 31, 2022 2021 Variance $ Variance % (dollars in millions) Statement of income (loss) and comprehensive income (loss) data: Revenues $ 325.9 $ 145.5 $ 180.4 124.0 % Other income 182.8 77.4 105.4 136.2 % Cost of revenues 116.5 57.1 59.4 104.0 % Selling, general and administrative expenses (1) 145.0 143.0 2.0 1.4 % Depreciation and amortization expense 59.5 47.6 11.9 25.0 % Goodwill impairments (2) 6.3 7.2 (0.9 ) (12.5 )% Intangible asset impairments (3) 1.6 32.7 (31.1 ) (95.1 )% Operating income (loss) 179.8 (64.7 ) 244.5 NM Interest expense 24.5 15.9 8.6 54.1 % Interest income 2.7 0.1 2.6 2600.0 % Other expense — 0.1 (0.1 ) (100.0 )% Loss on disposal of fixed assets — 0.4 (0.4 ) NM Income (loss) before income taxes 158.0 (81.0 ) 239.0 (295.1 )% Provision for (benefit from) income taxes 27.2 (1.3 ) 28.5 (2192.3 )% Net income (loss) and comprehensive income (loss) $ 130.8 $ (79.7 ) $ 210.5 (264.1 )% Other financial data (unaudited): Adjusted EBITDA (4) $ 239.6 $ 44.1 $ 195.5 443.3 % Free Cash Flow (5) $ 164.8 $ 83.4 $ 81.4 NM Organic Revenue (6) $ 205.1 $ 145.5 $ 59.6 41.0 % (1) Selling, general and administrative expenses for the years ended December 31, 2022 and 2021 included a gain of $14.0 million, and expenses of $9.4 million, respectively, in non-cash contingent consideration remeasurements and acquisition-related transaction, transition and integration costs, including legal and advisory fees.
The key indicators of the financial condition and operating performance of our business are revenues, Organic revenue, cost of revenues, selling, general and administrative expenses, interest expense, depreciation and amortization, income taxes, Adjusted EBITDA and Free Cash Flow.
The key indicators of the financial condition and operating performance of our business are revenues, Organic revenue, 35 cost of revenues, selling, general and administrative expenses, interest expense, depreciation and amortization, income taxes, Adjusted EBITDA and Free Cash Flow.
See Note 6, Intangible Assets and Goodwill , in the notes to our financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash goodwill impairments.
See Note 6, Intangible Assets and Goodwill , in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash goodwill impairments.
The increase was primarily attributable to an increase in the variable interest rate on our Amended and Restated Term Loan Facility, for which the average rate during 2022 was 4.26%, compared to 2.60% during 2021.
The increase was primarily attributable to an increase in the 54 variable interest rate on our Amended and Restated Term Loan Facility, for which the average rate during 2022 was 4.26%, compared to 2.60% during 2021.
Our Board of Directors use Adjusted EBITDA to assess our financial performance and believe they are helpful in highlighting trends because it excludes the results of decisions that are outside the control of our management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments.
Management and our 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 our management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments.
Refer to the consolidated goodwill 46 impairment discussion under the heading, Goodwill Impairments , above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.
Refer to the consolidated goodwill impairment discussion under the heading, Goodwill Impairments , above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.
Historically, we have completed acquisitions at earnings before interest, taxes, depreciation, and amortization ("EBITDA") purchase multiples that are typically in the mid-to-high single digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets.
Historically, we have completed acquisitions at earnings before interest, taxes, depreciation, and amortization (“EBITDA”) purchase multiples that are typically in the mid-to-high single digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets.
Also included in selling, general and administrative expenses for each of the years ended December 31, 2022 and 2021 were stock-based compensation expenses of $5.8 million and $10.4 million, respectively. (2) Goodwill impairments for the year ended December 31, 2022 represents non-cash impairments of $6.3 million in connection with our January 31, 2022 goodwill impairment testing.
Also included in selling, general and administrative expenses for each of the years ended December 31, 2022 and 2021 were stock-based compensation expenses of $5.8 million and $10.4 million, respectively. (2) Goodwill impairments for the year ended December 31, 2022 represent non-cash impairments of $6.3 million in connection with our January 31, 2022 goodwill impairment testing.
Our Board of Directors evaluate changes in Organic revenues to understand underlying revenue trends of its events. Organic revenue is not defined under GAAP, and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP.
Management and our Board of Directors evaluate changes in Organic revenue to understand underlying revenue trends of its events. Organic revenue is not defined under GAAP, and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP.
Adjusted EBITDA is a supplemental non-GAAP financial measure 39 of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net loss, cash flows from operating activities or other measures determined in accordance with GAAP.
Adjusted EBITDA is a supplemental non-GAAP financial measure of operating 48 performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net loss, cash flows from operating activities or other measures determined in accordance with GAAP.
As of December 31, 2022, we were in compliance with the terms of the Amended and Restated Senior Secured Credit Facilities. Modifications to our Debt Agreements We may, from time to time, repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt, lower our interest payments or otherwise improve our financial position.
As of December 31, 2023, we were in compliance with the terms of the Amended and Restated Senior Secured Credit Facilities. Modifications to our Debt Agreements We may, from time to time, repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt, lower our interest payments or otherwise improve our financial position.
Definite-lived intangible assets are amortized over their estimated useful lives based 68 on the pattern of expected economic benefit.
Definite-lived intangible assets are amortized over their estimated useful lives based on the pattern of expected economic benefit.
Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. 2022 Estimated Useful Life Weighted Average Customer relationship intangibles 2-10 years 9 years Definite-lived trade names 2-30 years 21 years Acquired technology 3-7 years 6 years Acquired content 5.5 - 7 years 6 years Computer software 1-7 years 4 years With respect to business acquisitions, the fair values of acquired definite-lived intangibles are estimated using the income approach.
Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. 2023 Estimated Useful Life Weighted Average Customer relationship intangibles 2-10 years 9 years Definite-lived trade names 2-30 years 21 years Acquired technology 1.5-7 years 6 years Acquired content 5.5-7 years 6 years Computer software 1-7 years 4 years With respect to business acquisitions, the fair values of acquired definite-lived intangibles are estimated using the income approach.
("Bulletin") — On July 11, 2022, we acquired substantially all of the assets of Bulletin. Bulletin is an online wholesale market for retail where brands, buyers and designers gather to connect and discover new products. • Lodestone Events ("Lodestone") — On January 10, 2023, we acquired substantially all of the assets of Lodestone.
(“Bulletin”) — On July 11, 2022, we acquired substantially all of the assets of Bulletin. Bulletin is an online wholesale market for retail where brands, buyers and designers gather to connect and discover new products. • Lodestone Events (“Lodestone”) — On January 10, 2023, we acquired substantially all of the assets of Lodestone.
The key drivers of the increase in net income and comprehensive income were the higher revenues as a result of executing a full schedule of events in 2022, the increase in other income, net related to event cancellation insurance claim and insurance litigation settlement proceeds and decreases in non-cash goodwill and intangible asset impairment charges, partly offset by higher cost of revenues, depreciation and amortization and interest expenses as well as the increase in provision for income taxes described above.
The key drivers of the increase in net income and comprehensive income were the higher revenues attributable to executing a full schedule of events in 2022, the increase in other income, net related to event cancellation insurance claim and insurance litigation settlement proceeds during 2022 and decreases in non-cash goodwill and intangible asset impairment charges, partly offset by higher cost of revenues, depreciation and amortization and interest expenses as well as the increase in provision for income taxes described above.
Year Ended December 31, Change 2022 2021 $ % (unaudited) (dollars in millions) Revenues $ 325.9 $ 145.5 $ 180.4 124.0 % Add (deduct): Acquisition revenues (44.8 ) — COVID-19 prior year cancellations (1) (76.0 ) — Organic revenue $ 205.1 $ 145.5 $ 59.6 41.0 % (1) Represents the increase in 2022 revenues attributable to events that staged in the current year and were canceled due to COVID-19 in the prior year.
Year Ended December 31, Change 2022 2021 $ % (unaudited) (dollars in millions) Revenues $ 325.9 $ 145.5 $ 180.4 124.0 % Add (deduct): Acquisition revenues (44.8 ) — COVID-19 cancellations (1) (76.0 ) — Organic revenues $ 205.1 $ 145.5 $ 59.6 41.0 % (1) Represents the increase in 2022 revenues attributable to events that staged in the current year and were cancelled due to COVID-19 in the prior year.
Creating new opportunities for exhibitors to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry builds further demand for exhibit space and strengthens the value proposition of a trade show, generally allowing us to modestly increase booth space pricing annually across our portfolio.
Creating new opportunities for exhibitors to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry builds further demand for exhibit space and strengthens the value proposition of a trade show, which generally allows us to modestly increase booth space pricing annually across our portfolio.
Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory 67 tax rates applicable to the periods in which the differences are expected to affect taxable income.
Borrowings under our Amended and Restated Term Loan Facility are subject to mandatory prepayments under specified circumstances, including 50% of Excess Cash Flow, subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100% of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain reinvestment rights).
Borrowings under our Extended Term Loan Facility are subject to mandatory prepayments under specified circumstances, including 50% of Excess Cash Flow, subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100% of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain reinvestment rights).
As a result of COVID-19, the accounts receivable and deferred revenue balances related to canceled events have been reclassified to Canceled event liabilities in the consolidated balance sheets, as the net amount represents balances which we expect will be refunded to our customers.
As a result of COVID-19, the accounts receivable and deferred revenue balances related to cancelled events have been reclassified to Cancelled event 38 liabilities in the consolidated balance sheets, as the net amount represents balances which we expect will be refunded to our customers.
The most directly comparable GAAP measure to Adjusted EBITDA is net loss.
The most directly comparable GAAP measure to Adjusted EBITDA is net (loss) income.
Other trade show revenue streams include conference, sponsorships, fees for ancillary exhibition services and attendee registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Fees are typically invoiced and collected in-full prior to the trade show or event.
Other trade show revenue streams include conferences, sponsorships, ancillary exhibition fees and attendee registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Fees are typically invoiced and collected in full prior to the trade show or event.
See Note 15, Income Taxes , in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 70
See Note 15, Income Taxes , in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 68
Unaffected Terms of the Amended and Restated Revolving Credit Facility Emerald X is required to pay a quarterly commitment fee in respect of the unutilized commitments under the Amended and Restated Revolving Credit Facility in an amount equal to 0.50% per annum, calculated on the unused portion of the facility, which is reduced to 0.375% upon achievement of a Total First Lien Ratio of 3.50 to 1.50.
Under the Amended and Restated Credit Agreement, Emerald X is required to pay a quarterly commitment fee in respect of the unutilized revolving commitments in an amount equal to 0.50% per annum, calculated on the unused portion of the facility, which is reduced to 0.375% upon achievement of a Total First Lien Ratio of 3.50 to 1.00.
If these thresholds are triggered, we would be required to make these mandatory prepayments. See “—Long-Term Debt-Amended and Restated Senior Secured Credit Facilities” below for more detail regarding the terms of our Amended and Restated Senior Secured Credit Facilities.
If these thresholds are triggered, we would be required to make these mandatory prepayments. See “—Long-Term Debt” below for more detail regarding the terms of our Amended and Restated Senior Secured Credit Facilities.
Upon the issuance of letters of credit under the Amended and Restated Revolving Credit Facility, Emerald X is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to SOFR) for the Amended and Restated Revolving Credit Facility.
Upon the issuance of letters of credit under the Extended Revolving Credit Facility, Emerald X is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to SOFR) for the Extended Revolving Credit Facility.
While we have been able to resume our full schedule of events in 2022, the ongoing effects of COVID-19 on our operations have had, and may continue to have, a negative impact on its financial results and liquidity.
While we have been able to resume our full schedule of events, the ongoing effects of COVID-19 on our operations have had, and may continue to have, a negative impact on our financial results and liquidity.
Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a decline occurs in the market price of our publicly traded stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $545.5 million as of December 31, 2022.
Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a decline occurs in the market price of our publicly traded stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $553.9 million as of December 31, 2023.
For a reconciliation of Free Cash Flow to net cash provided by operating activities, see footnote 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021”. Adjusted EBITDA Adjusted EBITDA is a key measure of our performance.
For a reconciliation of Free Cash Flow to net cash provided by operating activities, see Footnote 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”. Adjusted EBITDA Adjusted EBITDA is a key measure of our performance.
Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Free Cash Flow, see footnote 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021”.
Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Free Cash Flow, see Footnote 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.
See Note 4, Business Acquisitions , in the notes to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to the acquisitions. Capital expenditures totaled 10.3 million, $6.6 million and $4.0 million in the years ended December 31, 2022, 2021 and 2020, respectively.
See Note 4, Business Acquisitions , in the notes to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to the acquisitions. Capital expenditures totaled $11.5 million, $10.3 million and $6.6 million in the years ended December 31, 2023, 2022 and 2021, respectively.
Revenues Total revenues of $325.9 million for the year ended December 31, 2022 increased $180.4 million, or 124.0%, from $145.5 million for the year ended December 31, 2021. See “Commerce Segment—Revenues,” “Design, Creative and Technology Segment—Revenues,” and “All Other Category—Revenues” below for a discussion of the factors contributing to the changes in total revenues .
Revenues Total revenues of $325.9 million for the year ended December 31, 2022 increased $180.4 million, or 124.0%, from $145.5 million for the year ended December 31, 2021. See “Connections Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of the factors contributing to the changes in total revenues.
Costs of other marketing services represented 6%, 10%, and 9% of our total cost of revenues for each of the years ended December 31, 2022, 2021, and 2020, respectively, and 2%, 4%, and 4% of our total revenues for each of the years ended December 31, 2022, 2021, and 2020, respectively. • Other Event-Related Expenses .
Costs of other marketing services represented 5%, 6%, and 10% of our total cost of revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively, and 2%, 2%, and 4% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively. • Other Event-Related Expenses .
Contractual Obligations and Commercial Commitments The table below summarizes our contractual obligations as of December 31, 2022.
Contractual Obligations and Commercial Commitments The table below summarizes our contractual obligations as of December 31, 2023.
The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented in the United States and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the end of fiscal year 2021.
Impact of COVID-19 Pandemic and Related Insurance Coverage 55 The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented in the United States and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the end of fiscal year 2021.
Venue costs represented 11%, 13%, and 9% of our total cost of revenues for the years ended December 31, 2022, 2021, and 2020, respectively, and 4%, 5% and 4% of our total revenues for each of the years ended December 31, 2022, 2021, and 2020, respectively. • Costs of Other Marketing Services .
Venue costs represented 12%, 11%, and 13% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 4%, 4%, and 5% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively. • Costs of Other Marketing Services .
Sponsorship costs represented 13%, 9%, and 34% of our total cost of revenues for the years ended December 31, 2022, 2021, and 2020, respectively, and 5%, 3%, and 15% of our total revenues for the year ended December 31, 2022, 2021, and 2020, respectively. • Venue Costs .
Sponsorship costs represented 13%, 13%, and 9% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 5%, 5%, and 3% of our total revenues for the year ended December 31, 2023, 2022 and 2021, respectively. • Venue Costs .
For a discussion of our presentation of Adjusted EBITDA, see footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021”. 49 Results of Operations Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020 The tables in this section summarize key components of our results of operations for the periods indicated.
For a discussion of our presentation of Adjusted EBITDA, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”. 47 Results of Operations Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 The tables in this section summarize key components of our results of operations for the periods indicated.
For a reconciliation of Organic revenues to revenues as reported, see footnote 6 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021”.
For a reconciliation of Organic revenues to revenues as reported, see Footnote 6 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.
Refer to the consolidated goodwill impairment discussion under the heading, Goodwill Impairment , above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.
Refer to the consolidated intangible assets impairment discussion under the heading, Intangible Asset Impairments , above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.
For a discussion of our presentation of Adjusted EBITDA, see footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020”.
For a discussion of our presentation of Adjusted EBITDA, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021”.
Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing our annual impairment analysis as of October 31, 2022, the fair values of the reporting units which were not impaired exceeded their carrying values by amounts ranging from 53.2% to 1,809.5%.
Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing our annual impairment analysis as of October 31, 2023, the fair values of the reporting units which were not impaired exceeded their carrying values by amounts ranging from 4.2% to 241.5%.
The fair values of the respective reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense long-term growth assumptions ranging from 1.0% growth to 3.0% growth, at a discount rate ranging from 12.0% to 16.7%.
The fair values of the respective 65 reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense long-term growth assumptions ranging from 1.0% growth to 3.0% growth, at a discount rate ranging from 13.0% to 15.5%.
For a reconciliation of Adjusted EBITDA to net loss, see footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021”. 38 Results of Operations Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 The tables in this section summarize key components of our results of operations for the periods indicated.
For a reconciliation of Adjusted EBITDA to net (loss) income, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”. 39 Results of Operations Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 The tables in this section summarize key components of our results of operations for the periods indicated.
Our management and Board of Directors evaluate changes in Organic revenue to understand underlying revenue trends of its events. Our presentation of Organic revenue adjusts revenue for (i) acquisition revenue, (ii) discontinued events and (iii) COVID-19 cancellations. 41 Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any standardized methodology prescribed by GAAP.
Our management and Board of Directors evaluate changes in Organic revenue to understand underlying revenue trends of its events. Our presentation of Organic revenue adjusts revenue for (i) acquisition revenue and (ii) scheduling adjustments. Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any standardized methodology prescribed by GAAP.
See “Commerce Segment—Depreciation and Amortization Expense,” “Design, Creative and Technology Segment—Depreciation and Amortization Expense,” “All Other Category—Depreciation and Amortization Expense” and “Corporate—Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense .
See “Connections Segment—Depreciation and Amortization Expense,” “All Other Category—Depreciation and Amortization Expense” and “Corporate—Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense .
See “Commerce Segment – Selling, General and Administrative Expenses”, “Design, Creative and Technology Segment – Selling, General and Administrative Expenses”, “All Other category – Selling, General and Administrative Expenses” and “Corporate—Selling, General and Administrative Expenses” below for a discussion of the factors contributing to the changes in total selling, general and administrative expenses.
See “Connections Segment—Selling, General and Administrative Expenses”, “All Other category—Selling, General and Administrative Expenses” and “Corporate—Selling, General and Administrative Expenses” below for a discussion of the factors contributing to the changes in total selling, general and administrative expenses .
See “Commerce Segment – Depreciation and Amortization Expense,” “Design, Creative and Technology Segment – Depreciation and Amortization Expense,” “All Other Category – Depreciation and Amortization Expense” and “Corporate – Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.
See “Connections Segment – Depreciation and Amortization Expense,” “All Other Category – Depreciation and Amortization Expense” and “Corporate – Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.
We record deferred tax charges or benefits primarily associated with our utilization or generation of net operating loss carryforwards and book-to-tax differences related to amortization of goodwill, amortization of intangibles assets, depreciation, stock-based compensation charges and deferred financing costs.
We record deferred tax charges or benefits primarily associated with our utilization or generation of net operating loss carryforwards and book-to-tax differences related to amortization of goodwill, amortization of intangible assets, depreciation, stock-based compensation charges, 163(j) interest expense limitation and deferred financing costs.
See “Commerce Segment – Cost of Revenues,” “Design, Creative and Technology Segment – Cost of Revenues” and “All Other Category – Cost of Revenues” below for a discussion of the factors contributing to the changes in total cost of revenues.
See “Connections Segment—Cost of Revenues,” and “All Other Category—Cost of Revenues” below for a discussion of the factors contributing to the changes in total cost of revenues .
Other event-related expenses represented 27%, 51%, and 39% of our total cost of revenues for the years ended December 31, 2022, 2021, and 2020, respectively, and 10%, 20%, and 18% of our total revenues for the year ended December 31, 2022, 2021, and 2020, respectively. Selling, General and Administrative Expenses • Labor Costs.
Other event-related expenses represented 35%, 27%, and 51% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 13%, 10%, and 20% of our total revenues for the year ended December 31, 2023, 2022 and 2021, respectively. 37 Selling, General and Administrative Expenses • Labor Costs.
Decorating expenses represented 17%, 16%, and 10% of our total cost of revenues for the years ended December 31, 2022, 2021, and 2020, respectively, and 6%, 6%, and 4% of our total revenues for each of the years ended December 31, 2022, 2021, and 2020, respectively. • Sponsorship Costs.
Decorating expenses represented 19%, 17%, and 16% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 7%, 6%, and 6% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively. • Sponsorship Costs.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations.
Also, Adjusted EBITDA is not necessarily comparable to similarly titled measures presented by other companies. 40 We define Adjusted EBITDA as net (loss) income before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations.
See “Commerce Segment—Selling, General and Administrative Expenses”, “Design, Creative and Technology Segment—Selling, General and Administrative Expenses”, “All Other category—Selling, General and Administrative Expenses” and “Corporate—Selling, General 42 and Administrative Expenses” below for a discussion of the factors contributing to the changes in total selling, general and administrative expenses .
See “Connections Segment – Selling, General and Administrative Expenses”, “All Other category – Selling, General and Administrative Expenses” and “Corporate—Selling, General and Administrative Expenses” below for a discussion of the factors contributing to the changes in total selling, general and administrative expenses.
Revenue Recognition, Deferred Revenue and Allowance for Credit Losses Trade Shows and Other Events Revenue A significant portion of our annual revenue is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees.
Revenue Recognition and Allowance for Credit Losses Connections A significant portion of the Company’s annual revenue is generated from the Connections segment through the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed3 unchanged
Biggest changeAs of December 31, 2022, we had $415.3 million of variable rate borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities and no variable rate borrowings outstanding under our Amended and Restated Revolving Credit Facility with respect to which we are exposed to interest rate risk.
Biggest changeAs of December 31, 2023, we had $413.3 million of variable rate term loan borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities and no variable rate borrowings outstanding under our Amended and Restated Revolving Credit Facility with respect to which we are exposed to interest rate risk.
Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.1 million increase in annual interest expense based on the amount of borrowings outstanding as of December 31, 2022. Inflation rates may impact the financial statements and operating results in several areas.
Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.0 million increase in annual interest expense based on the amount of borrowings outstanding as of December 31, 2023. Inflation rates may impact the financial statements and operating results in several areas.
However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods could affect our business. 71
However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods could affect our business. 69

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