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What changed in Emerald Holding, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Emerald Holding, Inc.'s 2023 and 2024 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 2024 report.

+477 added−555 removedSource: 10-K (2025-03-14) vs 10-K (2024-03-05)

Top changes in Emerald Holding, Inc.'s 2024 10-K

477 paragraphs added · 555 removed · 341 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

47 edited+19 added−17 removed31 unchanged
Biggest changeEmerald’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.
Biggest changeEmerald’s corporate culture and benefits offerings are also designed to meet the wide range of needs of our workforce, including: • Flexible work hours, a hybrid work structure allowing flexibility to work from home and paid time off to empower employees to perform at their best; • A highly competitive benefits package that includes domestic partner coverage and a variety of medical, dental, and vision plans, with Emerald covering the majority of medical premiums to ensure affordability and access to quality care; • Financial wellness opportunities, such as 401(k) plans with an employer match and participation in an Employee Stock Ownership Plan; • Opportunities for community impact through the Emerald Annual Volunteer Program; • Professional development resources, including sales training programs, on-the-job learning opportunities, and career growth support; • A rotational associate program designed to recruit and develop entry-level talent, providing hands-on experience across different functions and building future leaders; • A commitment to skills-based hiring, prioritizing candidates' experience, capabilities, and potential over traditional degree requirements, ensuring opportunities for qualified talent with more varied backgrounds, skills, and experiences; • A Toastmasters program to help employees build public speaking and leadership skills; • An Employee Resource Group (ERG) to support caregivers, providing resources and a community to help balance work and caregiving responsibilities; • A yearlong wellness program led by a mindfulness coach to promote overall well-being; and • A manager effectiveness program to enhance leadership capabilities across the organization.
The following discussion provides additional detailed disclosure for the one reportable segments, the “All Other” category and the “Corporate-Level Activity” category: Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry.
The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category: Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry.
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.
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, fasteners, farming & agricultural supplies largely serving the cannabis industry, and more.
Our efforts to provide customers with a clearer picture of the return on investment they receive from Emerald’s events should help incentivize customers to deploy more marketing dollars with Emerald, ultimately driving higher revenue per customer.
Our efforts to provide customers with a clearer picture of the return on investment they receive from Emerald’s events help incentivize customers to deploy more marketing dollars with Emerald, ultimately driving higher revenue per customer.
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.
We believe these platforms accelerate 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.
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 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. 9 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.
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. 9
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. 10
These print and digital media products provide industry specific business news and information across 20 sectors, facilitating year-round customer contact, new customer generation and content marketing vehicles. Leveraging our industry-leading trade shows allows us to create unique and timely editorials in the sectors we serve.
These print and digital media products provide industry specific business news and information across multiple sectors, facilitating year-round customer contact, new customer generation and content marketing vehicles. Leveraging our industry-leading trade shows allows us to create unique and timely editorials in the sectors we serve.
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.
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 belonging and inclusion.
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.
These print and digital media products provide industry specific business news and information across multiple sectors, facilitating year-round customer contact, new customer acquisition and content marketing vehicles.
By welcoming the diverse perspectives and experiences of our employees, we all share in the creation of a more vibrant, unified, and engaging place to work.
By welcoming the varied perspectives and experiences of our employees, we all share in the creation of a more vibrant, unified, and engaging place to work.
The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines (collectively, the “three C’s”), which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events.
The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines, which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events.
The data we generate should also create efficiencies within Emerald’s sales efforts by enabling cross-selling of events, content, and e-commerce opportunities, contributing to lower sales costs and higher margins.
The data we generate also creates efficiencies within Emerald’s sales efforts by enabling cross-selling of events, content, and e-commerce opportunities, contributing to lower sales costs and higher margins.
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.
These events 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.
Seasonality As is typical for the trade show industry, our business has historically been seasonal, with our pre-COVID revenue recognized from trade shows typically reaching its highest level during the first and third quarters of each calendar year, entirely due to the timing of our trade shows.
Seasonality As is typical for the trade show industry, our business has historically been seasonal, with revenue recognized from shows typically reaching its highest level during the first and fourth quarters of each calendar year, entirely due to the timing of our live events.
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.
Examples of our events produced in this category include: ☐ Fastener ☐ MJBiz ☐ Modern Day Marine ☐ Security Sales & Integration ☐ Medtrade ☐ Wedding & Portrait Photographers International 5 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.
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.
Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative functions. Competition The trade show industry is highly fragmented, with approximately 13,000 B2B trade shows held per year in the United States, of which a majority are owned by industry associations, according to Advanced Market Research.
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.
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 4 Food Our Food vertical brings together retailers, restaurateurs, and suppliers across specialty food categories, including the fast-growing pizza and plant-based food categories, with International Pizza Expo being one of the largest events serving this popular sector.
In June 2020, we entered into an investment agreement with Onex Partners V LP (“Onex Partners V”), pursuant to which we agreed to issue to Onex Partners V, in a private placement transaction, 47,058,332 shares of our 7% Series A Convertible Participating Preferred Stock (the “redeemable convertible preferred stock”) for a purchase price of $5.60 per share (the “Series A Price per Share”), for which we received aggregate proceeds of approximately $252.0 million, net of fees and estimated expenses of $11.6 million.
We have since focused on expanding our portfolio of leading events organically, complemented by an increased focus on acquisitions. 2 In June 2020, we entered into an investment agreement with Onex Partners V LP (“Onex Partners V”), pursuant to which we agreed to issue to Onex Partners V, in a private placement transaction, 47,058,332 shares of our 7% Series A Convertible Participating Preferred Stock (the “redeemable convertible preferred stock”) for a purchase price of $5.60 per share (the “Series A Price per Share”), for which we received aggregate proceeds of approximately $252.0 million, net of fees and estimated expenses of $11.6 million.
Our premiere events serve the growing markets of surf, swimwear, lifestyle apparel, winter sports, outdoor recreation and overlanding, mountaineering, adventuring, camping, sports merchandise licensing, and professional sports fan experiences.
Our premiere events serve the growing markets of surf, swimwear, lifestyle apparel, winter sports, outdoor recreation and overlanding, mountaineering, adventuring, and camping.
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”).
Revenue in this segment consists of subscription revenue, implementation fees and professional services. 6 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 in this Annual Report on Form 10-K, 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”).
Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers. The scale and qualified attendance at our trade shows translates into an exceptional value proposition for participants, resulting in a self-reinforcing “network effect,” whereby the participation of high-value attendees and exhibitors drives high participant loyalty and predictable, recurring revenue streams.
The scale and qualified attendance at our trade shows translates into an exceptional value proposition for participants, resulting in a self-reinforcing “network effect,” whereby the participation of high-value attendees and exhibitors drives high participant loyalty and predictable, recurring revenue streams.
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.
Examples of our events produced in this category include: ☐ International Pizza Expo ☐ Plant Based World ☐ Pizza Expo Columbus 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.
Examples of our events produced in this category include: ☐ Active Collective ☐ Swim Collective ☐ NBACon ☐ Outdoor Retailer (“OR”) ☐ Overland Expo ☐ Surf Expo ☐ Sports Licensing and Tailgate Show Content Our Content division consists of B2B print publications and digital media products that complement our existing trade show properties.
Examples of our events produced in this category include: ☐ Sports Licensing and Tailgate Show ☐ Surf Expo ☐ Overland Expo ☐ Glamping Show Americas ☐ Collective Shows Content Our Content division consists of B2B print publications and digital media products that complement our existing trade show properties.
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.
As a result, during the year ended December 31, 2024, we reported other income, net of $1.5 million to recognize the amounts that were recovered from the insurance company. In September 2023, we reached an agreement to settle the remaining outstanding insurance litigation relating to Surf Expo event cancellation insurance as a result of COVID-19 for proceeds for $2.8 million.
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.
Some examples of our events produced in this category include: ☐ Advertising Week (“AW”) ☐ Prosper ☐ Commercial Integrator ☐ RFID ☐ Total Tech Summit ☐ GRC World Forums ☐ CEDIA ☐ Blockchain Futurist Industrial Demonstrating leadership across established and emerging industries through collaborative B2B events and insightful forums.
Our History In June 2013, certain investment funds managed by an affiliate of Onex Corporation (such funds, collectively with Onex Partners V LP, “Onex”) acquired our business from an affiliate of Nielsen Holdings N.V. (the “Onex Acquisition”). We have since focused on expanding our portfolio of leading events organically, complemented by an increased focus on acquisitions.
Our History In June 2013, certain investment funds managed by an affiliate of Onex Corporation (such funds, collectively with Onex Partners V LP, “Onex”) acquired our business from an affiliate of Nielsen Holdings N.V. (the “Onex Acquisition”).
In addition to company-wide initiatives, many of our trade shows sponsor ESG related initiatives, such as: • Advertising Week Africa’s work with Education Africa resulting in a successful effort to build a security fence around a school for 1200 children; • Overland Expo’s fund raising partnership with the Overland Expo Foundation, a not for profit 501(c)(3) that funds organizations and individuals who help protect and advance the overland community. • Elastic and Overland Expo’s commitment to B2B print elimination programs.
In addition to company-wide initiatives, many of our trade shows sponsor environmental, social and governance-related initiatives, such as: • Overland Expo’s fund raising partnership with the Overland Expo Foundation, a not for profit 501(c)(3) that funds organizations and individuals who help protect and advance the overland community; • Elastic Suite and Surf Expo’s commitment to B2B print elimination programs.
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.
These events 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. Our shows are frequently the preeminent event, drawing the highest attendance in their respective industry verticals.
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.
Additionally, we received payments of $0.5 million from our insurance carrier to recover the lost revenues, net of costs saved, of a trade show cancelled due to weather during the year ended December 31, 2024, and we concluded that the receipt of $0.5 million of additional insurance proceeds was realizable as of December 31, 2024.
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.
Our management team principally works from our New York City headquarters (72 employees) and our Southern California corporate offices (51 employees), with members of our sales team located throughout the United States. As of December 31, 2024, our senior management team was 56% female and our overall employee population was 62% female.
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.
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. Connections Our Connections division consists of our collection of leading B2B events spanning trade shows, conferences, B2C showcases and a scaled hosted buyer platform.
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.
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. However, coverage for the outbreak of communicable disease (for example, COVID-19), has not been included in our event cancellation insurance policies since policy years beginning in 2022.
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.
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.
Item 1. B usiness. BUSINESS Our Company Emerald is a leading operator of business-to-business (“B2B”) trade shows in the United States. Leveraging our shows as key market-driven platforms, we integrate live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms into three complementary business lines – Connections, Content and Commerce.
Leveraging our shows as key market-driven platforms, we integrate live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms into three complementary business lines – Connections, Content and Commerce. Our Connections division consists of a collection of leading B2B events spanning trade shows, conferences, B2C showcases and a scaled hosted buyer platform.
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.
The aggregate limit for our renewed 2025 primary event cancellation insurance policy is $100.0 million. We have also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2025 and Surf Expo Summer 2025 shows, with a coverage limit of approximately $8.3 million and $7.8 million, respectively.
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.
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.
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.
Revenue in this segment is generated from the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. 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.
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.
These efforts are designed to support growth, skill-building, and long-term success while fostering a culture of recognition and appreciation. 8 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.
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.
Additionally, Emerald hosts a company-wide, in-person conference called ACE (Agility, Commitment, and Excellence), bringing team members from around the world together to reconnect face-to-face. ACE features presentations from top executives, breakout sessions focused on new business ventures and the company’s strategic roadmap, and concludes with an employee awards ceremony, where individuals are recognized by their peers as exemplary leaders.
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 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, our employees are the cornerstone of our growth and success.
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.
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.
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.
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. We do not own, but have a license to use, certain trademarks belonging to industry associations in connection with our KBIS and CEDIA Expo.
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.
In support of these efforts, Emerald has a committee, made up of employees from throughout the organization, to help Emerald build upon our existing programs and maintain best practices to foster belonging and an inclusive work environment. Emerald partners with the non-profit OneTen, which closes the opportunity gap for individuals without four-year degrees through skills-first hiring.
This 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.
Elastic Suite has dedicated a number of resources related to print savings. This includes creating a B2B Print Elimination Whitepaper and partnering with the Environmental Paper Network to develop a tool that estimates the global environmental impact of eliminating printed B2B sales catalogs; and • Several shows creating networking events for women and speaker forums for those with varied backgrounds.
Further, all personnel are required to attend training programs focused on unconscious bias training and interview skills.
We have also eliminated the college-degree requirement for a range of positions to expand the application process to include candidates with more varied backgrounds, skills, and experiences. Further, all personnel are required to attend training programs focused on unconscious bias training and interview skills.
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.
Career development at Emerald is supported through regular employee feedback, performance reviews, and satisfaction surveys. These surveys provide valuable insights to help track workforce progress and well-being. To foster transparent and consistent communication, our CEO hosts monthly town halls, keeping employees informed and engaged.
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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.
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Item 1. B usiness. BUSINESS Our Company Emerald is a leading business-to-business (“B2B”) event organizer principally in the United States, with expanding operations in the U.K. and international markets.
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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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On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock, including Onex-related entities, that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock.
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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.
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The notice was triggered by the fact that the closing share price of the Company’s common stock on the NYSE had exceeded 175% of the conversion price for a period of 20 consecutive trading days ending with April 17, 2024.
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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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On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date, in accordance with the terms of the conversion feature as described in more detail below.
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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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As a result, 71,402,607 shares of redeemable convertible preferred stock were converted into 140,781,525 shares of common stock on the Conversion Date. Cash was paid in lieu of fractional shares of common stock. Following the Conversion Date, no redeemable convertible preferred stock was outstanding, and all rights of the former holders of the redeemable convertible preferred stock were terminated.
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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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As of December 31, 2024, Onex beneficially owned 184,520,200 shares of our common stock, representing approximately 91.6% of our outstanding common stock. In 2024 and 2025, we made several acquisitions in furtherance of our portfolio optimization strategy: On January 19, 2024, we acquired all of the assets of Hotel Interactive (“HI”) to enhance our hosted buyer platform.
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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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HI produces live events with pre-scheduled appointments and connects decision-makers and suppliers in their respective markets. HI operates 15 events in the hospitality, food service and healthcare and senior living space. On May 7, 2024, we acquired all of the assets of the Blockchain Futurist Conference (“Futurist”) and its associated experiences.
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Revenue in this segment consists of subscription revenue, implementation fees and professional services.
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On August 5, 2024, we acquired all of the assets of Glamping Americas (“Glamping Americas”) to expand our footprint in the outdoor industry, with a particular focus on a market that combines outdoor adventure with upscale accommodations. Glamping Americas produces the only glamping industry event in the Americas.
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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.
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On August 5, 2024, we acquired GRC World Forums (“GRC”) to enhance our offerings in the governance, risk management and compliance sectors and to expand our global footprint. GRC produces in-person events and livestream experiences in the governance, risk management and compliance business sectors.
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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).
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On January 8, 2025, we acquired all of the assets of Plant Based World (“Plant Based World”). Plant Based World produces live events for food service professionals, retailers, distributors, buyers, wholesalers and investors within the global food system.
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These resources are intended to support the physical, emotional and financial well-being of our employees.
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On March 13, 2025, we entered into an agreement to acquire This is Beyond Limited (“This is Beyond”) to expand our offerings into the luxury and travel sectors, and to continue to expand our global footprint. This is Beyond produces invitation-only trade events for the entertainment travel industry.
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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.
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We expect to close the transaction during the second quarter of fiscal year 2025, subject to the satisfaction of customary closing conditions. On March 13, 2025, we acquired Insurtech Insights Limited (“Insurtech”) to enhance our offerings in the insurance sector, and to further expand our global footprint.
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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.
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Insurtech produces live events and webinars for the insurance technology community. 3 To optimize the long-term organic growth and margin trajectory of our business, we conducted a thorough review in 2024 of our entire event catalog. As a result of this review, we decided to accelerate portfolio optimization activities by pruning several smaller and unprofitable events.
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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.
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Specifically, in 2024, we permanently discontinued 28 events totaling $21.2 million in historic run rate revenue. $18.2 million of this historic run rate revenue related to events that did not stage in 2024 but did stage in 2023, and $3.0 million is related to events that did stage in 2024, but which Emerald decided not to stage in 2025.
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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.
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We believe that these factors help demonstrate that our in-person shows are paramount and difficult to replace. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.
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Elastic has dedicated a number of resources related to print savings.
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Our future depends on our ability to attract, retain, and inspire a talented workforce, ensuring we remain competitive and innovative in everything we do. 7 As of December 31, 2024, we had 697 full-time employees.
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However, coverage for the outbreak of communicable disease, including COVID-19, is not included in our event cancellation insurance policies for policy years beginning in 2022. 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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

90 edited+51 added−31 removed78 unchanged
Biggest changeAs 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).
Biggest changeImmediately upon completion of the 2025 Refinancing Transactions, we had $515.0 million of term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities (as defined in “Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ), with $109.3 million in additional borrowing capacity under the revolving credit facility portion of the Second Amended and Restated Senior Secured Credit Facilities (after giving effect to $0.7 million of outstanding letters of credit).
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.
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 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.
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.
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 25 • 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.
Our Amended and Restated Senior Secured Credit Facilities contain, and any future debt agreements may contain, significant restrictions and covenants that limit our ability to operate our business, including restrictions on our ability to incur additional indebtedness; pay dividends, repurchase or redeem our capital stock; prepay, redeem or repurchase specified indebtedness; create certain liens; sell, transfer or otherwise convey certain assets; consolidate, merger or transfer all or substantially all of our assets, make certain investments; engage in transactions with affiliates, and enter into new lines of business.
Our Second Amended and Restated Senior Secured Credit Facilities contain, and any future debt agreements may contain, significant restrictions and covenants that limit our ability to operate our business, including restrictions on our ability to incur additional indebtedness; pay dividends, repurchase or redeem our capital stock; prepay, redeem or repurchase specified indebtedness; create certain liens; sell, transfer or otherwise convey certain assets; consolidate, merger or transfer all or substantially all of our assets, make certain investments; engage in transactions with affiliates, and enter into new lines of business.
Although we frequently enter into long-term agreements with these counterparties, these relationships remain subject to various risks, including, among others: • failure of an industry trade association to renew a sponsorship agreement upon its expiration; • termination of a sponsorship agreement by an industry trade association in specified circumstances; • the willingness, ability and effectiveness of an industry trade association to market our trade shows to its members; • dissolution of an industry trade association and/or the failure of a new industry trade association to support us; and • the ability on the part of an industry trade association to organize a trade show itself.
Although we frequently enter into long-term agreements with these counterparties, these relationships remain subject to various risks, including, among others: • failure of an industry trade association to renew a sponsorship agreement upon its expiration; 16 • termination of a sponsorship agreement by an industry trade association in specified circumstances; • the willingness, ability and effectiveness of an industry trade association to market our trade shows to its members; • dissolution of an industry trade association and/or the failure of a new industry trade association to support us; and • the ability on the part of an industry trade association to organize a trade show itself.
Our efforts to adapt our trade shows, or to introduce new trade shows into our portfolio, in response to our perception of changing market trends, may not succeed, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. We may face increased competition from existing trade show operators or new competitors.
Our efforts to adapt our trade shows, or to introduce new trade shows into our portfolio, in response to our perception of changing market trends, may not succeed, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. 13 We may face increased competition from existing trade show operators or new competitors.
We often enter into long-term sponsorship agreements with industry associations whereby the industry association endorses and markets our trade show to its members, typically in exchange for a percentage of the trade 14 show’s revenue. Our success depends, in part, on our continued relationships with these industry associations and our ability to enter into similar relationships with other industry associations.
We often enter into long-term sponsorship agreements with industry associations whereby the industry association endorses and markets our trade show to its members, typically in exchange for a percentage of the trade show’s revenue. Our success depends, in part, on our continued relationships with these industry associations and our ability to enter into similar relationships with other industry associations.
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.
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.
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.
Noncompliance could result in significant penalties or legal liability having an adverse effect on our operations and financials. 22 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.
While our Amended and Restated Senior Secured Credit Facilities limit our ability and the ability of our subsidiaries to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and thus, notwithstanding these restrictions, we may still be able to incur substantially more debt.
While our Second Amended and Restated Senior Secured Credit Facilities limit our ability and the ability of our subsidiaries to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and thus, notwithstanding these restrictions, we may still be able to incur substantially more debt.
To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness could increase. The covenants in our Amended and Restated Senior Secured Credit Facilities impose restrictions that may limit our operating and financial flexibility.
To the extent that we incur additional indebtedness, the risks that we now face related to our substantial indebtedness could increase. The covenants in our Second Amended and Restated Senior Secured Credit Facilities impose restrictions that may limit our operating and financial flexibility.
Our recent claims history due to COVID-19, combined with the increased frequency of natural disasters due to climate change or other factors, has resulted in increased event cancellation insurance premiums and higher deductibles, and we cannot guarantee that such premium increases will not continue in the future or that we will be able to renew our insurance policies or procure other desirable insurance on commercially reasonably terms, if at all.
Additionally, our claims history due to COVID-19, combined with the increased frequency of natural disasters due to climate change or other factors, has resulted in increased event cancellation insurance premiums and higher deductibles, and we cannot guarantee that such premium increases will not continue in the future or that we will be able to renew our insurance policies or procure other desirable insurance on commercially reasonably terms, if at all.
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.
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 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 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 acquisitions of Advertising Week, Futurist, GRC and Plant Based World, and any future further expansion; and 14 • 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.
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.
In order to remediate those certain 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 our accounting and reporting for preferred stock issuances and recognizing payment obligations payable to third parties upon recognition of insurance claim proceeds.
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.
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 and our Military trade shows, 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 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.
Notable 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 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.
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.
Risks Relating to Our Industry and Macroeconomic Conditions General political, economic and social 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.
Because our decision to issue additional debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances.
Because our decision to issue or sell additional debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances or sales.
A decline in one of our larger shows could have a material adverse effect on our business, financial condition, cash flows and results of operations. If we fail to attract leading brands as exhibitors in, or high-quality attendees to, our trade shows, we may lose the benefit of the self-reinforcing “network effect” that many of our shows enjoy today.
A decline in the success of one of our larger shows could have a material adverse effect on our business, financial condition, cash flows and results of operations. If we fail to attract leading exhibitors or high-quality attendees to our trade shows, we may lose the benefit of the self-reinforcing “network effect” that many of our shows enjoy today.
Because 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.
Because 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 (including those that may be related to climate change or otherwise), such as earthquakes, storms, hurricanes, wildfires and other natural disasters, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our acquisition growth strategy entails risk and our future acquisitions may not be successful. We may explore opportunities to purchase or invest in other businesses or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities.
Our acquisition growth strategy entails risk and our future acquisitions may not be successful. We have in the past and may continue to explore opportunities to purchase or invest in other businesses or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities.
Our failure to properly and efficiently implement our information technology systems, or the failure of our information technology systems to perform as we anticipate, could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of revenue and customers, causing our business and results of operations to suffer.
Our failure to properly and efficiently implement our information technology systems, or the failure of our information technology systems to perform as we anticipate, could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of revenue and customers, causing our business, financial condition, cash flows and results of operations to suffer.
As a result, they may have real or apparent conflicts of interest on matters affecting both us and Onex, which in some circumstances may have interests adverse to ours.
These persons have fiduciary duties to both us and Onex. As a result, they may have real or apparent conflicts of interest on matters affecting both us and Onex, which in some circumstances may have interests adverse to ours.
Moreover, digital marketing and social media have experienced meaningful growth over the last several years and, although we have not observed a material decline in demand for our trade shows as a result of the increasing use of the internet and social media for advertising and marketing, the increasing influence of online marketing and any resulting reductions or eliminations of the budgets our participants allocate to our trade shows could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Moreover, digital marketing and social media have experienced meaningful growth over the last several years and, although we have not observed a material decline in demand for our trade shows as a result of the increasing use of the internet and social media for advertising and marketing, the increasing influence of online marketing and any resulting reductions or eliminations of the budgets our participants allocate to our trade shows could have a material adverse effect on our business, financial condition, cash flows and results of operations. 12 Risks Relating to Our Business and Operations Our inability to secure or retain desirable dates and locations for our trade shows could have a material effect on our business, financial condition, cash flows and results of operations.
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.
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.
Anti-takeover provisions in our charter documents and Delaware law could discourage a change of control of our company or a change in our management Our amended and restated certificate of incorporation, and our second amended and restated bylaws, and the Delaware General Corporation Law (the “DGCL”), contain provisions that might discourage, delay or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including in transactions in which stockholders might otherwise receive a premium for their shares.
Our amended and restated certificate of incorporation, and our second amended and restated bylaws, and the Delaware General Corporation Law (the “DGCL”), contain provisions that might discourage, delay or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including in transactions in which stockholders might otherwise receive a premium for their shares.
For example, the brand name “ASD Market Week” is used at our ASD Market Week March and ASD Market Week August shows. If the image or reputation of one or more of these shows is tarnished, it could impact the number of exhibitors and attendees attending those shows.
For example, the brand name “ASD Market Week” is used at our ASD Market Week March and ASD Market Week August shows. If the image or reputation of one or more of these shows is tarnished as a result of negative publicity or otherwise, it could impact the number of exhibitors and attendees attending those shows.
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.
As a result of any material weaknesses and any related restatements, we also may face 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.
In addition, as a result of Onex’s ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Onex including potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends by us and other matters. In January 2018, Onex completed its acquisition of SMG Holdings Inc.
In addition, as a result of Onex’s ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Onex including potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends by us and other matters.
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.
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 Second Amended and Restated Senior Secured Credit Facilities (to the extent not hedged) bear interest at variable rates, 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 Second Amended and Restated Senior Secured Credit Facilities; impairing our ability to obtain additional financing in the future; and increasing our cost of borrowing. 19 Any one of these limitations could have a material effect on our business, financial condition, cash flows, results of operations and ability to satisfy our obligations in respect of our outstanding debt.
Also, we cannot predict the effect, if any, of future issuances of our common stock on the market price of our common stock. Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving us. Two of our nine directors are affiliated with Onex. These persons have fiduciary duties to both us and Onex.
Also, we cannot predict the effect, if any, of future issuances or sales of our common stock on the market price of our common stock. Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving us. Two of our nine directors are affiliated with Onex.
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.
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.
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.
The impact of 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.
Our future effective income tax rates may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, by changes in our stock price, or by changes in tax laws or their interpretation, including the Tax Cuts and Jobs Act enacted in December 2017.
Our future effective income tax rates may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, by changes in our stock price, or by changes in tax laws or their interpretation.
Uncertainty around new and evolving AI use, including generative AI, may require additional investment to develop responsible use frameworks, develop or license proprietary content and develop new approaches and processes to attribute or compensate content creators, which could be costly. We currently use artificial intelligence applications embedded in third party-platforms on a relatively limited basis.
Uncertainty around new and evolving AI use, including generative AI, may require additional investment to develop responsible use frameworks, develop or license proprietary content and data, and develop new approaches and processes for attribution, consent and/or compensation, which could be costly. We currently use AI applications embedded in third party platforms on a relatively limited basis.
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.
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, the stock markets in general have experienced extreme volatility recently that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
Additionally, further declines in our stock price could require further goodwill write-downs. 23 In addition, the stock markets in general have experienced extreme volatility recently that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
This volatility and the size of Onex’s investment in our equity securities may prevent you from being able to sell your common stock at or above the price you paid for your common stock. Additionally, further declines in our stock price could require further goodwill write-downs.
This volatility and the size of Onex’s investment in our equity securities may prevent you from being able to sell your common stock at or above the price you paid for your common stock.
The date and location of a trade show can impact its profitability, prospects and the demand and competition for desirable dates and locations for trade shows is high. Consistent with industry practice, we typically maintain multi-year non-binding reservations for dates at our trade show venues. Aside from a nominal deposit in some cases, we do not pay for these reservations.
The date and location of a trade show can impact its profitability and prospects, and the demand and competition for desirable dates and locations for trade shows is high. Consistent with industry practice, we typically maintain multi-year non-binding reservations for dates at our trade show venues.
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.
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.
Therefore, our multi-year reservations may not lead to binding contracts with facility owners. Consistency in location and all other aspects of our trade shows is important to maintaining a high retention rate from year to year, and we rely on our highly loyal customer base for the success of our shows.
Consistency in location and all other aspects of our trade shows is important to maintaining a high retention rate from year to year, and we rely on our highly loyal customer base for the success of our shows.
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.
This financial covenant is tested quarterly if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding thereunder (net of up to $10.0 million of outstanding letters of credit and cash collateralized letters of credit) exceeds 35% of the total commitments under the revolving credit facility portion of our Second Amended and Restated Senior Secured Credit Facilities.
Further, while we have been able to secure event cancellation insurance for the calendar year 2023, this insurance policy does not include coverage for event cancellations due to the outbreak of communicable disease, including COVID-19.
While we have been able to secure event cancellation insurance for the calendar years 2025 and 2026, this insurance policy does not include coverage for event cancellations due to the outbreak of communicable disease, including COVID-19, and due to wildfires in California.
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 addition, the revolving credit facility portion of our Second Amended and Restated Senior Secured Credit Facilities also contains a financial covenant requiring us to comply with a 5.50 to 1.00 total first lien net secured leverage ratio test.
For example, we use Photoshop, which provides AI capabilities in generating or editing images. The use or adoption of new and emerging technologies may increase our exposure to intellectual property claims, and the availability of copyright and other intellectual property protection for AI-generated material is uncertain.
The use or adoption of new and emerging technologies may increase our exposure to intellectual property claims, and the availability of copyright and other intellectual property protection for AI-generated material is uncertain.
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.
In addition, 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.
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.
If our debt is in default for any reason, our business, results of operations and financial condition could be materially and adversely affected. 20 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.
While we continue to develop an AI strategy for internal frameworks of use, if we do not properly manage and track AI use, this could result in reputational harm and legal liability resulting in financial cost and expense.
While we continue to develop an AI strategy for internal use, if we do not properly manage and track our AI use, this could result in reputational harm and legal liability resulting in financial cost and expense and adversely impact the public perception of our business or the effectiveness of our security or compliance measures.
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.
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, 2024, Onex beneficially owned 184,520,200 shares of our common stock, representing approximately 91.6% of our outstanding common stock.
(“SMG”), a leading global manager of convention centers, stadiums, arenas, theaters, performing arts centers and other venues. SMG subsequently merged with AEG Facilities, LLC to form ASM Global (“ASM”). Certain of our events are staged in ASM managed venues and two of our directors affiliated with Onex are also directors of ASM.
(“SMG”), a leading global manager of convention centers, stadiums, arenas, theaters, performing arts centers and other venues. SMG subsequently merged with AEG Facilities, LLC to form ASM Global (“ASM”).
Data maintained in electronic form is always subject to the risk of security incidents, including breach, compromise, intrusion, tampering, theft, misappropriation or other malicious activity, all of which are continuing to occur in our industry, as well as the industries of our exhibitors, vendors and suppliers.
Data maintained by us or on our behalf in electronic form is always subject to sophisticated and evolving cybersecurity threats and security incidents, including breach, compromise, intrusion, tampering, theft, misappropriation or other malicious activity (such as ransomware, phishing attacks, social engineering and advanced persistent threats), all of which are continuing to occur in our industry, as well as the industries of our exhibitors, vendors and suppliers.
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.
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. 17 We have identified in the past material weaknesses in our internal control over financial reporting.
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.
Inflationary pressures and increases in interest rates relative to historical low interest rates could negatively impact demand for exhibition space, attendance at our tradeshows, conferences and events, and profitability. We and our customers may also be adversely affected by the impact of continued high interest rates relative to historical low interest rates, as well as changes in inflationary conditions.
At any given time, we may be in discussions with one or more counterparties. There can be no assurances that any such negotiations will lead to definitive agreements, or if such agreements are reached, that any transactions would be consummated. The acquisition of MJBiz may subject us to new regulatory, business and financial risks relating to the cannabis industry.
At any given time, we may be in discussions with one or more counterparties. There can be no assurances that any such negotiations will lead to definitive agreements, or if such agreements are reached, that any transactions would be consummated.
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).
Immediately upon completion of the 2025 Refinancing Transactions, we had $515.0 million of term loan borrowings outstanding under our Second Amended and Restated Senior Secured Credit Facilities, with $109.3 million in additional borrowing capacity under the revolving credit facility portion of the Second Amended and Restated Senior Secured Credit Facilities (after giving effect to $0.7 million of outstanding letters of credit).
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.
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, 2023, 2024, 2025 and 2026 event cancellation insurance policies. In addition, in January 2018, Onex completed its acquisition of SMG Holdings Inc.
In addition, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to us, to Onex or certain related parties or any of our directors who are employees of Onex or its affiliates such that Onex and its affiliates are permitted to invest in competing businesses or do business with our customers.
While some of our events are staged in ASM managed venues, and two of our directors affiliated with Onex also served as directors of ASM, Onex sold their ownership position in ASM during the third quarter of 2024. 24 In addition, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to us, to Onex or certain related parties or any of our directors who are employees of Onex or its affiliates such that Onex and its affiliates are permitted to invest in competing businesses or do business with our customers.
Though we have resolved existing material weaknesses as of December 31, 2022, we cannot assure you that the measures we may take in the future will be sufficient to avoid or remediate potential future material weaknesses.
Though we currently do not have any unresolved material weaknesses, we cannot assure you that the measures we may take in the future will be sufficient to avoid or remediate potential future material weaknesses.
Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. Complying with emerging and changing requirements may cause us to incur substantial costs and make enhancements to relevant data practices.
Similar laws are now in effect in more than ten other states, and have been adopted or proposed throughout the United States, at both the federal and state level, that could impose new privacy and security obligations. Complying with emerging and changing requirements may cause us to incur substantial costs and make enhancements to relevant data practices.
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 could adversely affect the market price of our common stock.
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.
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.
Specifically, we did not design and maintain effective controls related to the evaluation of the impact of the arrangement’s terms and conditions on the accounting and reporting for preferred stock instruments.
Specifically, we have experienced material weaknesses in the past where we did not design and maintain effective controls related to the evaluation of the impact of the arrangement’s terms and conditions on the accounting and reporting for preferred stock instruments, which resulted in the restatement of our previously filed consolidated financial statements.
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.
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.
The market price of our common stock could decline as a result of sales of a large number of our common stock in the market, or the sale of securities convertible into a large number of our common stock. The perception that these sales could occur may also depress the market price of our common stock.
The perception that these issuances or sales could occur may also depress the market price of our common stock.
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.
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.
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.
Our business depends upon the ability and willingness of companies to attend our shows, and such attendance is sensitive to general political, economic and social conditions and corporate spending patterns.
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.
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. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law.
The Tax Cuts and Jobs Act introduced significant changes to U.S. income tax law. Accounting for the income tax effects of the Tax Cuts and Jobs Act has required significant judgments and estimates as well as accumulation of information not previously provided for in U.S. tax law.
Accounting for the income tax effects of the TCJA has required significant judgments and estimates as well as accumulation of information not previously provided for in U.S. tax law. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities.
Even if new financing were available at that time, it may not be on terms that 18 are acceptable to us or terms as favorable as our current agreements. If our debt is in default for any reason, our business, results of operations and financial condition could be materially and adversely affected.
Even if new financing were available at that time, it may not be on terms that are acceptable to us or terms as favorable as our current agreements.
A cyber breach or loss of sensitive or valuable data, content or intellectual property could mean a loss of reputation and trust, losses for our shareholders, fines, regulatory reprimands and business interruption. Managing these impacts could be disruptive and could cause reputational damage if handled inadequately.
As our business evolves digitally, we are using data more and more in our business operations. A cyber breach or loss of sensitive or valuable data, content or intellectual property could mean a loss of reputation and trust, losses for our shareholders, fines, regulatory reprimands and business interruption.
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.
Similarly, significant timing and frequency changes, such as the move of OR Winter Market originally scheduled to be held in January 2024 to an expanded event to be held in June 2025 and the shift from a three-show to one-show format for OR in 2024, can also result in unanticipated customer reactions.
However, these reservations are not binding on the facility owners until we execute a definitive contract with the owners and we are not always provided notice before the venue is rented to a third party during the reservation period. We typically sign contracts that guarantee the right to specific dates at venues only one or two years in advance.
Aside from a nominal deposit in some cases, we do not pay for these reservations. However, these reservations are not binding on the facility owners until we execute a definitive contract with the owners and we are not always provided notice before the venue is rented to a third party during the reservation period.
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.
Although we do not grow, sell or distribute cannabis products, and sale and distribution of cannabis 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. 15 Under U.S. federal law, and more specifically the Controlled Substances Act (“CSA”), the cultivation, processing, distribution, sale, advertisement, and possession of cannabis are illegal, notwithstanding the legalization of sales for medicinal or adult recreational use in many individual states.
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.
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.
For example, in addition to the impact of COVID-19, we previously experienced disruptions to several events held in Florida due to hurricanes, and we may be forced to cancel future trade shows in the event of other natural or man-made disasters.
We may be forced to cancel future trade shows in the event of other natural or man-made disasters.
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.
We and third parties on our behalf rely on IT systems, networks, and services, including web-hosting platforms and internet sites, data hosting and processing facilities and tools, hardware (including laptops and mobile devices), software and technical applications and platforms, to 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.
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.
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.
We and our subsidiaries may be able to incur additional indebtedness in the future, which may be secured.
Despite our current debt levels, we may incur substantially more indebtedness, which could further exacerbate the risks associated with our substantial leverage. We and our subsidiaries may be able to incur additional indebtedness in the future, which may be secured.
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.
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.
This implementation process will consume time and resources and may not result in our desired outcome or improved financial performance.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also maintain a third-party security program to identify, prioritize, assess, mitigate, and remediate third party risks; however, we rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful.
Biggest changeWe also maintain a third-party risk management program to ensure we understand the security posture of the partners we integrate with or build business reliance upon, ensure they can meet our cybersecurity standards and policies, and take precautions and mitigations designed to limit our exposure to supply chain attacks; however, there are circumstances in which the efforts of the third parties upon which we rely to maintain risk management programs have not been successful and we cannot ensure in all circumstances that the efforts of the third parties upon which we rely to maintain risk management programs will be successful in the future.
We conduct regular reviews and tests of our information security program and also leverage audits by our internal audit team, tabletop exercises, penetration and vulnerability testing, red team exercises, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.
We conduct regular reviews and tests of our information security program and also leverage audits by our internal audit team, tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness of our information security program and continuously improve our security measures and planning.
For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, refer to Item 1A.
For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents could materially affect us, including our business strategy, results of operations or financial condition, refer to Item 1A.
We use widely adopted risk quantification models including those described in National Institute of Standards and Technology (NIST) special publications as well as the FAIR Institute’s Factor Analysis of Information Risk (FAIR) methodology for Quantifying and Managing Risk to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards.
We have in the past used widely adopted risk quantification models, including those described in National Institute of Standards and Technology (NIST) special publications as well as the FAIR Institute’s Factor Analysis of Information Risk (FAIR) methodology for Quantifying and Managing Risk to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards, and may continue to use these or other models in the future.
Specifically, our Audit Committee is responsible for the oversight of risks from cybersecurity threats and receives regular updates from senior management including our Chief Information Officer and Director of Cyber Security, on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.
Specifically, our Audit Committee is responsible for the oversight of risks from cybersecurity threats and receives regular updates from senior management including our Senior Vice President of Information Technology on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.
Our cybersecurity protocol requires that the Chair of the Audit Committee and senior management be immediately notified upon any cybersecurity incident. Our Chief Information Officer, who has over 20 years of experience in the cybersecurity and information security space, leads our global information security team responsible for overseeing the Emerald information security program.
Our cybersecurity protocol requires that the Chair of the Audit Committee and senior management be immediately notified upon any cybersecurity incident. 27 Our Senior Vice President of Information Technology , who has over 20 years of experience in the information technology sector , leads our global information security team responsible for overseeing the Emerald information security program.
These include, but are not limited to, internal reporting, monitoring and detection tools; an internal continuous pen testing program; and a third-party pen testing program to allow security researchers to assist us in identifying vulnerabilities in our products before they are exploited by malicious threat actors.
These include, but are not limited to, internal reporting, monitoring and detection tools, third-party Security Operations Center monitoring and incident response services, proactive patching and risk mitigation, and a third-party penetration testing program to allow security researchers to assist us in identifying vulnerabilities in our products before they are exploited by malicious threat actors.
We also have a Director of Cyber Security who brings 24 years of experience in the information technology field, including 15 years of direct experience in cybersecurity. In addition, the team members who support our information security program have relevant educational and industry experience, including holding similar positions at large technology companies.
In addition, the team members who support our information security program have relevant educational and industry experience, including holding similar positions at large technology companies. This team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
This team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. The teams provide regular reports to senior management and other relevant teams on various cybersecurity threats, assessments, and findings.
The team provides regular reports to senior management and other relevant teams on various cybersecurity threats, assessments, and findings.
The results of these assessments are reported to the Audit Committee as discussed below under “--Cybersecurity Governance.” 24 In the last ten years, we have not experienced any material cybersecurity incidents, and expenses incurred from cybersecurity incidents were immaterial.
The results of these assessments are reported to the Audit Committee as discussed below under “--Cybersecurity Governance.” In the last ten years, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or that we believe are reasonably likely to materially affect us, including our business, financial condition, cash flows and results of operations.
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Emerald's third-party security program is designed to mitigate cybersecurity risks associated with external service providers. This program includes conducting rigorous security assessments of potential third-party partners before onboarding, ensuring they meet our high standards for cybersecurity. We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities.
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We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. This data is consolidated in centralized repositories, assessed using industry-standard practice risk quantification models, and prioritized for remediation based on risk and impact to the business.
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We also engage an external firm to assist in our annual Payment Card Industry Data Security Standard (PCI DSS) self-attestation of compliance, as well as third-party penetration testing of our cardholder environment and related systems.
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We have a role-based security training program under which all staff undergo mandatory periodic security awareness training, with additional on-the-job security training and coaching provided to our IT and technology personnel by an external third-party cybersecurity firm. We continuously enhance our cybersecurity measures by providing ongoing simulated phishing exercises to our employees to increase their preparedness to address potential threats.
Removed
We continuously enhance our cybersecurity measures by providing ongoing training for our employees, including simulated phishing exercises, to ensure they are fully prepared to address potential threats.
Added
However, we face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business, financial condition, cash flows and results of operations.
Added
The team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel, analysis of threat intelligence and review of other information obtained from governmental, public or private sources (including external consultants engaged by us), and alerts and reports produced by security tools deployed in the IT environment.

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; 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 Rye, New Hampshire and Alpharetta, Georgia.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. From time to time, we may be involved in general legal disputes arising in the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.
Biggest changeItem 3. Legal Proceedings. From time to time, we may be involved in general legal disputes arising in the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition, cash flows or results of operations.
Refer 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
Refer 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. 28 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
Biggest changeItem 4. Mine Safety Disclosures 28 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. Selected Financial Data 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 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, 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.
Biggest changeThe following table presents our purchases of common stock during the fourth quarter ended December 31, 2024, as part of the publicly announced share repurchase program: (Dollars in millions, except per share data) Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program October 1, 2024 - October 31, 2024 276,189 $ 4.45 276,189 $ 24.8 November 1, 2024 - November 30, 2024 1,011,158 4.76 1,011,158 20.0 December 1, 2024 - December 31, 2024 489,537 4.81 489,537 17.6 Total 1,776,884 (1) Includes shares of common stock settled between October 1, 2024 and December 31, 2024.
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.
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, 2019 through December 31, 2024.
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.
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 November 2023, we announced that our board of directors had authorized an extension and expansion of our previously authorized $25.0 million share repurchase program through December 31, 2024.
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.
Issuer Purchases of Equity Securities In October 2024, 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 from time to time through and including December 31, 2025, subject to early termination or extension by the board of directors.
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 approximate number of record holders of our common stock on March 12, 2025 was 34. 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 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.
The comparison assumes an initial investment of $100 at the close of business on December 31, 2019 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.
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.
(1) Exhibition Peers include Ascential PLC, Hyve Group Plc, Informa PLC, Relx PLC and Pursuit Attractions and Hospitality, Inc. (formerly 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 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.
This approval extends and expands the previously authorized $25.0 million share repurchase program that was effective through December 31, 2024. 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.
Removed
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.
Added
Dividend Policy On August 6, 2024, our board of directors approved the reintroduction of a regular quarterly dividend, and declared a dividend for the quarter ending September 30, 2024 of $0.015 per share payable to holders of record of our common stock.
Added
On October 29, 2024, the Company’s board of directors declared a dividend for the quarter ending December 31, 2024 of $0.015 per share payable to holders of record of our common stock.
Added
The payment of any such dividend in future quarters is subject to the discretion of our board of directors and depending upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant, and the amount of any future dividend payment may be changed or terminated in the future at any time and for any reason without advance notice.
Added
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividend Policy.” 29 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 6. [Reserved]

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

19 edited+1 added−2 removed7 unchanged
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
Biggest changeQuarter Ended Dec. 31, 2024 Sept. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 Dec. 31, 2023 Sept. 30, 2023 Jun. 30, 2023 Mar. 31, 2023 (unaudited) (dollars in millions, share data in thousands except earnings per share) Statement of income and comprehensive income data: Revenues $ 106.8 $ 72.6 $ 86.0 $ 133.4 $ 101.5 $ 72.5 $ 86.5 $ 122.3 Other income, net 0.5 — — 1.0 — 2.8 — — Cost of revenues 43.8 23.1 33.1 47.5 35.7 25.9 32.8 43.2 Selling, general and administrative expense 34.6 40.8 39.5 55.5 36.1 41.6 41.8 48.8 Depreciation and amortization expense 7.1 7.1 7.0 7.1 9.8 8.8 12.9 13.5 Intangible asset impairment charges 1.0 6.3 — — — — — — Operating income (loss) 20.8 (4.7 ) 6.4 24.3 19.9 (1.0 ) (1.0 ) 16.8 Interest expense 11.4 12.3 12.0 12.1 11.8 12.1 11.4 8.0 Interest income 1.9 2.2 2.1 2.3 3.2 1.6 2.3 1.1 Loss on extinguishment of debt — — — — — — 2.3 — Other (income) expense — — — — (0.1 ) 0.1 0.1 (0.1 ) Loss on disposal of fixed assets — — — — — — — 0.2 Income (loss) before income taxes 11.3 (14.8 ) (3.5 ) 14.5 11.4 (11.6 ) (12.5 ) 9.8 Provision for (benefit from) income taxes 6.2 (3.7 ) (0.7 ) 3.5 29.3 (22.3 ) (4.4 ) 2.7 Net income (loss) and comprehensive income (loss) 5.1 (11.1 ) (2.8 ) 11.0 (17.9 ) 10.7 (8.1 ) 7.1 Accretion to redemption value of redeemable convertible preferred stock — — (2.0 ) (10.7 ) (10.8 ) (10.7 ) (10.4 ) (10.1 ) Participation rights on if-converted basis — — — (0.2 ) — — — — Net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common stockholders $ 5.1 $ (11.1 ) $ (4.8 ) $ 0.1 $ (28.7 ) $ 0.0 $ (18.5 ) $ (3.0 ) Basic income (loss) per share $ 0.03 $ (0.05 ) $ (0.03 ) $ 0.00 $ (0.45 ) $ 0.00 $ (0.29 ) $ (0.04 ) Diluted income (loss) per share $ 0.03 $ (0.05 ) $ (0.03 ) $ 0.00 $ (0.45 ) $ 0.00 $ (0.29 ) $ (0.04 ) Basic weighted average common shares outstanding 202,495 203,893 155,915 63,039 63,601 63,586 62,868 67,280 Diluted weighted average common shares outstanding 202,825 203,893 155,915 65,205 63,601 63,586 62,868 67,280 Dividend declared per common share $ 0.0150 $ 0.0150 $ — $ — $ — $ — $ — $ — 34
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.
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 used 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, 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.
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, 2024, 2023, 2022, 2021 and 2020, and for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, have been derived from our audited consolidated financial statements.
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.
Also included in selling, general and administrative expenses for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, were stock-based compensation expenses of $5.8 million, $7.8 million, $5.8 million, $10.4 million and $6.7 million, respectively.
(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.
(2) Selling, general and administrative expenses for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 included expenses of $13.5 million, $10.5 million, a gain of $14.0 million, and expenses of $9.4 million and $7.0 million, respectively, in non-cash contingent consideration remeasurements, and acquisition-related transaction, transition and integration costs, including one-time severance, legal and advisory fees.
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.
During the years ended December 31, 2024, 2023, 2022, 2021 and 2020, we recorded accretion of $12.7 million, $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 zero, $497.1 million, $472.4 million, $433.9 million and $398.3 million as of December 31, 2024, 2023, 2022, 2021 and 2020, respectively.
(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.
No goodwill impairments were recorded for the years ended December 31, 2024 and 2023. (4) The intangible asset impairments for the years ended December 31, 2024, 2022, 2021 and 2020, were recorded to align the carrying value of certain trade name and customer relationship intangible assets with their fair value.
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.
Financial data for the year ended December 31, 2023 includes the results of Lodestone since its acquisition on January 9, 2023. 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 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. 30 Year Ended December 31, 2024 (1) 2023 (1) 2022 (1) 2021 (1) 2020 (1) (dollars in millions, share data in thousands except earnings per share) Statement of income and comprehensive income data: Revenues $ 398.8 $ 382.8 $ 325.9 $ 145.5 $ 127.4 Other income, net 1.5 2.8 182.8 77.4 107.0 Cost of revenues 147.5 137.6 116.5 57.1 57.6 Selling, general and administrative expenses (2) 170.4 168.3 145.0 143.0 118.6 Depreciation and amortization expense 28.3 45.0 59.5 47.6 48.6 Goodwill impairment charge (3) — — 6.3 7.2 603.4 Intangible asset impairment charge (4) 7.3 — 1.6 32.7 76.8 Operating income (loss) 46.8 34.7 179.8 (64.7 ) (670.6 ) Interest expense 47.8 43.3 24.5 15.9 20.6 Interest income 8.5 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 — Income (loss) before income taxes 7.5 (2.9 ) 158.0 (81.0 ) (691.2 ) Provision for (benefit from) income taxes 5.3 5.3 27.2 (1.3 ) (57.6 ) Net income (loss) and comprehensive income (loss) 2.2 (8.2 ) 130.8 (79.7 ) (633.6 ) Accretion to redemption value of redeemable convertible preferred stock (6) (12.7 ) (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 $ (10.5 ) $ (50.2 ) $ 31.8 $ (115.3 ) $ (649.2 ) Net (loss) income per share attributable to common stockholders Basic $ (0.07 ) $ (0.78 ) $ 0.46 $ (1.62 ) $ (9.09 ) Diluted $ (0.07 ) $ (0.78 ) $ 0.46 $ (1.62 ) $ (9.09 ) Weighted average common shares outstanding Basic 156,592 63,959 69,002 71,309 71,431 Diluted 156,592 63,959 69,148 71,309 71,431 Dividends declared per common share $ 0.0300 $ — $ — $ — $ 0.0750 Statement of cash flows data: Net cash provided by (used in) operating activities $ 46.8 $ 40.3 $ 175.1 $ 90.0 $ (37.1 ) Net cash used in investing activities $ (25.0 ) $ (21.0 ) $ (47.9 ) $ (131.9 ) $ (37.3 ) Net cash (used in) provided by financing activities $ (31.2 ) $ (54.2 ) $ (119.3 ) $ (22.2 ) $ 360.1 31 As of December 31, 2024 2023 2022 2021 2020 (dollars in millions) Balance sheet data: Cash and cash equivalents $ 194.8 $ 204.2 $ 239.1 $ 231.2 $ 295.3 Total assets (7) $ 1,048.7 $ 1,053.9 $ 1,098.4 $ 1,062.4 $ 1,054.4 Total debt (8) $ 409.2 $ 413.3 $ 415.3 $ 519.7 $ 525.2 Total liabilities $ 662.8 $ 649.3 $ 659.1 $ 749.5 $ 659.9 (1) Financial data for the year ended December 31, 2024 includes the results of GRC and Glamping Americas since their acquisition on August 5, 2024, The Futurist since its acquisition on May 7, 2024 and Hotel Interactive since its acquisition on January 19, 2024.
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 term loan borrowings, net of unamortized deferred financing fees of $0.8 million and unamortized original issue discount of $0.6 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
As of December 31, 2021, total debt of $519.7 million consisted of $516.6 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $1.7 million and unamortized original issue discount of $1.4 million, and no borrowings outstanding under the Amended and Restated Revolving Credit Facility.
As of December 31, 2021, total debt of $519.7 million consisted of $516.6 million of term loan borrowings, net of unamortized deferred financing fees of $1.7 million and unamortized original issue discount of $1.4 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
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.
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, 2024, total assets included goodwill of $573.8 million and intangible assets, net, of $155.9 million.
(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, 2023, total debt of $413.3 million consisted of $402.9 million of term loan borrowings, net of unamortized deferred financing fees of $1.5 million and unamortized original issue discount of $8.9 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
Financial data for the year ended December 31, 2020 includes the results of PlumRiver since its acquisition on December 31, 2020 and EDspaces since its acquisition on December 21, 2020. Financial data for the year ended December 31, 2019 includes the results of G3 Communications (“G3”) since its acquisition on November 1, 2019.
Financial data for the year ended December 31, 2020 includes the results of PlumRiver since its acquisition on December 31, 2020 and EDspaces since its acquisition on December 21, 2020.
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.
As of December 31, 2020, total debt of $525.4 million consisted of $521.0 million of term loan borrowings, net of unamortized deferred financing fees of $2.4 million and unamortized original issue discount of $2.0 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect. 33 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, 2024 and 2023.
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, 2023, total assets included goodwill of $553.9 million and intangible assets, net, of $175.1 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, 2019, total assets included goodwill of $980.3 million and intangible assets, net, of $373.8 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, 2020, total debt of $525.4 million consisted of $521.0 million of borrowings outstanding under the Amended and Restated Term Loan Facility, net of unamortized deferred financing fees of $2.4 million and unamortized original issue discount of $2.0 million, and no borrowings outstanding under the Amended and Restated Revolving Credit Facility.
(8) As of December 31, 2024, total debt of $409.2 million consisted of $402.7 million of term loan borrowings, net of unamortized deferred financing fees of $0.9 million and unamortized original issue discount of $5.6 million, and no revolving borrowings outstanding under the Amended and Restated Senior Secured Credit Facilities as then in effect.
(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.
(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 term loan borrowings under the Amended and Restated Senior Secured Credit Facilities as then in effect 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 as defined in Note 7, Debt , to the audited financial statements included elsewhere in this Annual Report on Form 10-K. 32 (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.
Removed
The goodwill impairments for the year ended December 31, 2019, represent a non-cash impairment charge of $9.3 million in connection with the interim August 31, 2019 testing of goodwill for impairment and a non-cash impairment charge of $59.8 million for goodwill in connection with our annual October 31 testing of goodwill for impairment.
Added
No intangible asset impairments were recorded for the year ended December 31, 2023.
Removed
(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.

Item 7. Management's Discussion & Analysis

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

158 edited+55 added−159 removed97 unchanged
Biggest changeAccordingly, the Amended and Restated Credit Agreement allows the Borrower to choose from the following two interest rate options for revolver borrowings: • Alternate Base Rate (“ABR”) loans that bear interest at a rate equal to a spread, or applicable margin, above the greatest of (i) the administrative agent’s prime rate, (ii) the Federal Funds Rate plus 50 basis points, and (iii) the one month Term SOFR plus 1.00%, or • Term SOFR loans that bear interest at a rate equal to a spread, or applicable margin, over Term SOFR.
Biggest changeRates and Fees Term Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald X’s option, either: • a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 2.75%, or • Term SOFR plus 3.75%. 52 Revolving Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald ’s option, either: • a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 1.25%, or • Term SOFR plus 2.25%; in each case of any Revolving Loans, subject to one step-up of 0.25% if the Total First Lien Net Leverage Ratio (as defined in the Second Amended and Restated Senior Secured Credit Facilities) exceeds 2.50 to 1.00 and one additional step-up of 0.25% if the Total First Lien Net Leverage Ratio exceeds 2.75 to 1.00.
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.
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.
The most directly comparable GAAP measure to Adjusted EBITDA is net (loss) income.
The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss).
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
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.
The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category: • Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry. • All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segments.
The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category: • Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry. 38 • All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segments.
(e) Other items for the year ended December 31, 2023 included: (i) $2.3 million in gains related to the remeasurement of contingent consideration; (ii) $6.1 million in acquisition-related integration and restructuring-related transition costs, including a one-time severance expense of $1.5 million; (iii) $2.6 million in acquisition-related transaction costs and (iv) $4.1 million in non-recurring legal, audit and consulting fees.
Other items for the year ended December 31, 2023 included: (i) $2.3 million in gains related to the remeasurement of contingent consideration; (ii) $6.1 million in acquisition-related integration and restructuring-related transition costs, including a one-time severance expense of $1.5 million; (iii) $2.6 million in acquisition-related transaction costs and (iv) $4.1 million in non-recurring legal, audit and consulting fees.
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.
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 tax rates applicable to the periods in which the differences are expected to affect taxable income.
See Note 6, Intangible Assets and Goodwill , in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to goodwill and indefinite-lived intangible assets. Definite-Lived Intangible Assets Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other amortized intangible assets.
See Note 6, Intangible Assets and Goodwill , in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to goodwill and indefinite-lived intangible assets. 57 Definite-Lived Intangible Assets Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other amortized intangible assets.
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.
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 income, cash flows from operating activities or other measures determined in accordance with GAAP.
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.
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 Second Amended and Restated Senior Secured Credit Facilities.
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.
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.
(5) In addition to net cash provided by operating activities presented in accordance with GAAP, we present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to our management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used for the repayment of indebtedness, payment of dividends, repurchases of shares of our common stock and strategic initiatives, including investing in our business and making strategic acquisitions.
(4) In addition to net cash provided by operating activities presented in accordance with GAAP, we present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to our management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used for the repayment of indebtedness, payment of dividends, repurchases of shares of our common stock and strategic initiatives, including investing in our business and making strategic acquisitions.
In addition, the covenants in the agreements governing our existing indebtedness, including the Amended and Restated Senior Secured Credit Facilities, significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.
In addition, the covenants in the agreements governing our existing indebtedness, including the Second Amended and Restated Senior Secured Credit Facilities, significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.
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.
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 intangible asset 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 intangible asset impairments. (4) In addition to net (loss) income 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. (3) In addition to net income (loss) presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance.
For each of the quarterly periods ended September 30, 2023 and December 31, 2023, we elected to pay dividends on the redeemable convertible preferred stock in cash. The aggregate amount of such dividends was $8.6 million in each of the quarterly periods ended September 30 and December 31, 2023.
For each of the quarterly periods ended September 30, 2023, December 31, 2023 and March 31, 2024, we elected to pay dividends on the redeemable convertible preferred stock in cash. The aggregate amount of such dividends was $8.6 million in each of the quarterly periods ended September 30, 2023, December 31, 2023 and March 31, 2024.
Lodestone is a producer of the Overland Expo series of vehicle-based, adventure travel consumer shows. We completed the following acquisition in January 2024: • Hotel Interactive (“HI”) — On January 19, 2024, we acquired all of the assets of HI. HI produces live events with pre-scheduled appointments and connects decision-makers and suppliers in their respective markets.
Lodestone is a producer of the Overland Expo series of vehicle-based, adventure travel consumer shows. • Hotel Interactive (“HI”) — On January 19, 2024, we acquired all of the assets of HI. HI produces live events with pre-scheduled appointments and connects decision-makers and suppliers in their respective markets.
Trade show and other events generated approximately 89%, 87% and 73% of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Content Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues.
Trade show and other events generated approximately 89%, 89% and 87% of revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Content Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues.
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.
Decorating expenses represented 16%, 19%, and 17% of our total cost of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and 6%, 7%, and 6% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively. • Sponsorship Costs.
Depreciation expense relates to property and equipment and represented less than 1% of our total revenues for the year ended December 31, 2023, and approximately 1% of our total revenues for each of the years ended December 31, 2022 and 2021.
Depreciation expense relates to property and equipment and represented less than 1% of our total revenues for each of the years ended December 31, 2024 and 2023, and approximately 1% of our total revenues for the year ended December 31, 2022.
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
See Note 15, Income Taxes , in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 59
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.
Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. 2024 Estimated Useful Life Weighted Average Customer relationship intangibles 2-10 years 7 years Definite-lived trade names 3-30 years 21 years Acquired technology 3-7 years 6 years Acquired content 5.5-7 years 6 years Computer software 3-5 years 4 years With respect to business acquisitions, the fair values of acquired definite-lived intangibles are estimated using the income approach.
Basis of Presentation 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 a single reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”).
Basis of Presentation 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 in this Annual Report on Form 10-K, our business is organized into a single reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”).
The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines (collectively, the “three C’s”), which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events.
The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines, which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events.
Holding all other assumptions constant, a hypothetical 100 basis point increase in the discount rate assumption would decrease the fair value of the reporting unit by approximately 10.8%, which would result in a hypothetical impairment charge.
Holding all other assumptions constant, a hypothetical 100 basis point increase in the discount rate assumption would decrease the fair value of the reporting unit by approximately 12.8%, which would not result in a hypothetical impairment charge.
Content category revenues generated approximately 6%, 8% and 19% of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Commerce Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services.
Content category revenues generated approximately 6%, 6% and 8% of revenues for the years ended December 31, 2024, 2023 and 2022, respectively. 55 Commerce Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services.
In addition, due to inflationary pressures, rising interest rates may increase our financing and borrowing costs on new and existing debt. • Lag Time — As the majority of our exhibit space is sold during the twelve months prior to each trade show, there is often a timing difference between changes in the economic conditions of an industry sector vertical and their effect on our results of operations.
In addition, due to inflationary pressures, continued high interest rates relative to historical low rates may increase our financing and borrowing costs on new and existing debt. • Lag Time — As the majority of our exhibit space is sold during the twelve months prior to each trade show, there is often a timing difference between changes in the economic conditions of an industry sector vertical and their effect on our results of operations.
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.
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 $573.8 million as of December 31, 2024.
Holding all other assumptions constant, a hypothetical 100 basis point decrease in the long-term growth rate assumption would decrease the fair value of the reporting unit by approximately 5.4%, which would not result in a hypothetical impairment charge.
Holding all other assumptions constant, a hypothetical 100 basis point decrease in the long-term growth rate assumption would decrease the fair value of the reporting unit by approximately 7.3%, which would not result in a hypothetical impairment charge.
The discount rate and long-term growth rate used to determine the fair value of the reporting unit, which exceeded carrying value by less than 10%, were 13.7% and 3.0%, respectively. Changes in these assumptions would have a significant impact on the valuation model.
The discount rate and long-term growth rate used to determine the fair value of the reporting unit, which exceeded carrying value by less than 50%, were 11.3% and 3.0%, respectively. Changes in these assumptions would have a significant impact on the valuation model.
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 .
Costs of other marketing services represented 6%, 5%, and 6% of our total cost of revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively, and 2% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022. • Other Event-Related Expenses .
Year Ended December 31, 2023 2022 (unaudited) (dollars in millions) Net Cash Provided by Operating Activities $ 40.3 $ 175.1 Less: Capital expenditures 11.5 10.3 Free Cash Flow $ 28.8 $ 164.8 (6) In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy.
Year Ended December 31, 2024 2023 (unaudited) (dollars in millions) Net Cash Provided by Operating Activities $ 46.8 $ 40.3 Less: Capital expenditures 9.8 11.5 Free Cash Flow $ 37.0 $ 28.8 (5) In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy.
See “—Long-Term Debt”, “Risk Factors—Risks Relating to Ownership of Our Common Stock—Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries” and “Risk Factors—Risks Relating to Ownership of Our Common Stock—We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.” Each share of our outstanding redeemable convertible preferred stock accumulates dividends at a rate per annum equal to 7% of the accreted liquidation preference, which compounds quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at our option, may be paid either in cash or by adding to the accreted liquidation preference.
See “—Long-Term Debt”, “Risk Factors—Risks Relating to Ownership of Our Common Stock—Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries” and “Risk Factors—Risks Relating to Ownership of Our Common Stock—We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.” 49 Prior to its mandatory conversion on May 2, 2024, each share of our outstanding redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7% of the accreted liquidation preference, which compounded quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at our option, was to be paid either in cash or by adding to the accreted liquidation preference.
Redeemable Preferred Stock Dividends Each share of redeemable convertible preferred stock will accumulate dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023, and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference.
Prior to its conversion, each share of redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023, and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference.
Based on our return to positive operating cash flows, current cash position and assumptions regarding the impact of COVID-19, as well as revolving commitments available to us under the Amended and Restated Senior Secured Credit Facilities, we believe that our current financial resources will be sufficient to fund the Company's liquidity requirements for the next twelve months.
Based on our return to positive operating cash flows and current cash position, as well as revolving commitments available to us under the Second Amended and Restated Senior Secured Credit Facilities, we believe that our current financial resources will be sufficient to fund the Company's liquidity requirements for the next twelve months.
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.
For a reconciliation of Free Cash Flow to net cash provided by operating activities, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.” 41 Adjusted EBITDA Adjusted EBITDA is a key measure of our performance.
Labor costs represented 64%, 72%, and 67% of our total selling, general and administrative expenses for the years ended December 31, 2023, 2022 and 2021, respectively, and 28%, 32%, and 66% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively. • Miscellaneous Expenses .
Labor costs represented 64%, 64%, and 72% of our total selling, general and administrative expenses for the years ended December 31, 2024, 2023 and 2022, respectively, and 27%, 28%, and 32% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022, respectively. • Miscellaneous Expenses .
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.
Accounts receivable and deferred revenue balances related to cancelled events have been reclassified to Cancelled event liabilities in the consolidated balance sheets, as the net amount represents balances which we expect will be refunded to our customers.
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%.
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 1.5% growth to 3.0% growth, at a discount rate ranging from 10.6% to 11.8%.
See “Corporate—Interest Expense” below for a discussion of the factors contributing to the changes in total interest expense . Interest Income Total interest income of $8.2 million for the year ended December 31, 2023 increased $5.5 million, or 203.7%, from $2.7 million for the year ended December 31, 2022.
See “Corporate–Interest Expense” below for a discussion of the factors contributing to the changes in total interest expense . 45 Interest Income Total interest income of $8.5 million for the year ended December 31, 2024 increased $0.3 million, or 3.7%, from $8.2 million for the year ended December 31, 2023.
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 .
Venue costs represented 10%, 12%, and 11% of our total cost of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and 4% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022. • Costs of Other Marketing Services .
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.
For a reconciliation of Adjusted EBITDA to net income (loss), see Footnote 3 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.” Results of Operations Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The tables in this section summarize key components of our results of operations for the periods indicated.
Miscellaneous expenses represented 36%, 28%, and 33% of our total selling, general and administrative expenses, for the years ended December 31, 2023, 2022 and 2021, respectively, and 16%, 13%, and 32% of our total revenues for the years ended December 31, 2023, 2022 and 2021, respectively.
Miscellaneous expenses represented 36%, 36%, and 28% of our total selling, general and administrative expenses, for the years ended December 31, 2024, 2023 and 2022, respectively, and 15%, 16%, and 13% of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
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.
Other event-related expenses represented 33%, 35%, and 27% of our total cost of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and 12%, 13%, and 10% of our total revenues for the year ended December 31, 2024, 2023 and 2022, respectively. Selling, General and Administrative Expenses • Labor Costs.
The Amended and Restated Senior Secured Credit Facilities contain a number of customary incurrence-based covenants imposing certain restrictions on our business, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on certain repayments of subordinated indebtedness; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business.
The Second Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on payments, repayments and modifications of subordinated indebtedness; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business.
See “Connections Segment—Revenues,” and “All Other Category—Revenues” below for a discussion of the factors contributing to the changes in total revenues . Other Income, net Total other income, net of $2.8 million for the year ended December 31, 2023 decreased $180.0 million, from $182.8 million for the year ended December 31, 2022.
See “Connections Segment–Revenues,” and “All Other Category–Revenues” below for a discussion of the factors contributing to the changes in total revenues . Other Income, net Total other income, net of $1.5 million for the year ended December 31, 2024 decreased $1.3 million, from $2.8 million for the year ended December 31, 2023.
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.
Upon the issuance of letters of credit under the Second Amended and Restated Senior Secured Credit Facilities, 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 Term SOFR) for the Second Amended and Restated Revolving Credit Facility.
Actual cash flows may differ significantly due to changes in underlying estimates. 63 Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements.
Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements.
Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Specifically, for the policies covering calendar years 2021 and 2020, Emerald was insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19.
Insurance Settlements Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Emerald was previously insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19.
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 2023 and 2022 primary event cancellation insurance policy is $100.0 million for each year, if losses arise for reasons within the scope of these policies.
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.
The decrease was due to the full amortization of intangible assets acquired in the formation of Emerald in June 2013 as well as lower amortization on the definite-lived trade name and customer relationship intangible assets associated with the MJBiz acquisition.
The decrease was due to the full amortization of intangible assets acquired in the formation of Emerald in June 2013 and in the acquisition of GLM in January 2024. Lower amortization on the definite-lived trade name and customer relationship intangible assets associated with the MJBiz acquisition also contributed to the decline.
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%.
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, 2024, the fair values of the reporting units which were not impaired exceeded their carrying values by amounts ranging from 41.0% to 234.9%.
While these causes included event cancellation caused by the outbreak of communicable diseases, including COVID-19, for the years ended December 31, 2021 and 2020, Emerald’s renewed event cancellation insurance policies beginning with policy year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19.
While these causes previously included event cancellation caused by the outbreak of communicable diseases, including COVID-19, Emerald’s renewed event cancellation insurance policies beginning with policy year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases.
Interest Income Interest income of $8.2 million for the year ended December 31, 2023 increased $5.5 million, from $2.7 million for the year ended December 31, 2022.
Interest Income Interest income of $8.5 million for the year ended December 31, 2024 increased $0.3 million, or 3.7% from $8.2 million for the year ended December 31, 2023.
Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, including forecasted revenues, EBITDA margins, discount rates, debt free net working capital, capital expenditures and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors.
We would also be required to reduce the carrying amounts of the related assets on our balance sheet. 56 Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, including forecasted revenues, EBITDA margins, discount rates, debt free net working capital, capital expenditures and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors.
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. 57 We repurchased an aggregate of 5,064,140 shares of common stock for $16.9 million under the share repurchase program during the year ended December 31, 2023.
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. We repurchased an aggregate of 2,815,473 shares of common stock for $13.8 million under the share repurchase program during the year ended December 31, 2024.
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.
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, 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.
All Other Category Year Ended December 31, 2023 2022 Variance $ Variance % (dollars in millions) Revenues $ 42.6 $ 43.3 $ (0.7 ) (1.6 )% Cost of revenues 9.6 9.6 - NM Selling, general and administrative expenses 29.4 34.2 (4.8 ) (14.0 )% Depreciation and amortization expense 7.2 4.3 2.9 67.4 % Goodwill impairments — 0.3 (0.3 ) (100.0 )% Operating loss $ (3.6 ) $ (5.1 ) $ 1.5 NM Revenues During the year ended December 31, 2023, revenue attributable to the All Other category of $42.6 million decreased by $0.7 million, or 1.6%, from $43.3 million for the year ended December 31, 2022.
All Other Category Year Ended December 31, 2024 2023 Variance $ Variance % (dollars in millions) Revenues $ 43.7 $ 42.6 $ 1.1 2.6 % Cost of revenues 10.9 9.6 1.3 13.5 % Selling, general and administrative expenses 26.7 29.4 (2.7 ) (9.2 )% Depreciation and amortization expense 8.1 7.2 0.9 12.5 % Operating loss $ (2.0 ) $ (3.6 ) $ 1.6 (44.4 )% Revenues During the year ended December 31, 2024, revenue attributable to the All Other category of $43.7 million increased by $1.1 million, or 2.6%, from $42.6 million for the year ended December 31, 2023.
The increase was primarily attributable to an increase in the variable interest rate on the term loan portion of our Amended and Restated Senior Secured Credit Facilities (as amended by the Term Loan Amendment), for which the average rate during 2023 was 8.98%, compared to 4.26% during 2022.
The increase was primarily attributable to an increase in the variable interest rate on the term loan portion of our Amended and Restated Senior Secured Credit Facilities as in effect during the periods presented, for which the average rate during 2024 was 10.27%, compared to 8.98% during 2023.
Reporting units in which the fair value exceeded carrying value by less than 10% included $25.6 million of goodwill. Of the $553.9 million of goodwill, the carrying value equals the fair value for no reporting units as of October 31, 2023.
Reporting units in which the fair value exceeded carrying value by less than 50% included $25.6 million of goodwill. Of the $573.8 million of goodwill, the carrying value equals the fair value for no reporting units as of October 31, 2024.
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 .
Sponsorship costs represented 13% of our total cost of revenues for each of the years ended December 31, 2024, 2023 and 2022, and 5% of our total revenues for each of the years ended December 31, 2024, 2023 and 2022. • Venue Costs .
Other items for the year ended December 31, 2021 included: (i) $3.1 million in restructuring-related transition costs, including one-time severance expense of $1.3 million and costs associated with lease abandonment of $1.2 million; (ii) $1.7 million in non-recurring legal, audit and consulting fees; (iii) $1.4 million in transaction costs in connection with certain acquisition transactions; (iv) $1.0 million in insurance settlement related expenses and (iv) $2.2 million in expense related to the remeasurement of contingent consideration.
(c) Other items for the year ended December 31, 2024 included: (i) $1.2 million in gains related to the remeasurement of contingent consideration; (ii) $8.3 million in acquisition-related integration and restructuring-related transition costs, including a one-time severance expense of $3.7 million; (iii) $3.4 million in acquisition-related transaction costs and (iv) $3.0 million in non-recurring legal, audit and consulting fees.
The decrease in selling, general and administrative expense was primarily driven by lower salary and benefits, contractual labor and consulting expenses. Depreciation and Amortization Expense Depreciation and amortization expense for the All Other category of $7.2 million for the year ended December 31, 2023 increased $2.9 million, or 67.4%, from $4.3 million for the year ended December 31, 2022.
The decrease in selling, general and administrative expense was primarily driven by lower salary and benefits and promotional expenses. Depreciation and Amortization Expense Depreciation and amortization expense for the All Other category of $8.1 million for the year ended December 31, 2024 increased $0.9 million, or 12.5%, from $7.2 million for the year ended December 31, 2023.
The decrease was primarily due to a decrease in aggregate cash used for business acquisitions during the year ended December 31, 2023 of $9.5 million compared to $37.6 million in the prior year. The Company completed one and two business acquisitions in the years ended December 31, 2023 and 2022, respectively.
The increase was primarily due to an increase in aggregate cash used for business acquisitions during the year ended December 31, 2024 of $16.2 million compared to $9.5 million in the prior year. The Company completed four and one business acquisitions in the years ended December 31, 2024 and 2023, respectively.
See “Connections Segment—Other Income, net” and 42 “Corporate—Other Income, net” below for a discussion of the factors contributing to the changes in total other income, net . Cost of Revenues Total cost of revenues of $137.6 million for fiscal 2023 increased by $21.1 million, or 18.1%, from $116.5 million for fiscal 2022.
See “Connections Segment–Other Income, net” below for a discussion of the factors contributing to the changes in total other income, net . Cost of Revenues Total cost of revenues of $147.5 million for fiscal 2024 increased by $9.9 million, or 7.2%, from $137.6 million for fiscal 2023.
Total selling, general and administrative expenses of $168.3 million for the year ended December 31, 2023 increased $23.3 million, or 16.1%, from $145.0 million for the year ended December 31, 2022.
Total selling, general and administrative expenses of $170.4 million for the year ended December 31, 2024 increased $2.1 million, or 1.2%, from $168.3 million for the year ended December 31, 2023.
Share Repurchases In November 2023, our Board of Directors approved an extension and expansion of our previously-announced share repurchase program, allowing for the repurchase of up to $25.0 million of our common stock through December 31, 2024, subject to early termination or extension by the Board of Directors.
Share Repurchases On November 3, 2023, our Board approved a further extension and expansion of our previously authorized $20 million 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.
These agreements are not unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. (2) Represents principal obligations with respect to borrowings under the Extended Term Loan Facility. (3) Represents principal obligations with respect to borrowings under the Extended Revolving Credit Facility.
These agreements are not unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. (2) Represents principal obligations with respect to term loan borrowings under the Amended and Restated Senior Secured Credit Facilities as in effect on December 31, 2024.
The Term Loan Amendment replaced the interest rate applicable to the term loans under the Amended and Restated Credit Agreement with a rate equal to, at the option of Emerald X, (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or (ii) an alternate base rate (“ABR”) plus 4.00% per annum.
The terms of the Amended and Restated Senior Secured Credit Facilities were similar to the terms of the Second Amended and Restated Senior Secured Credit Facilities described above, except that the interest rate applicable to the term loans under the Amended and Restated Senior Secured Credit Facilities was equal to, at the option of Emerald X, • the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or • an alternate base rate (“ABR”) plus 4.00% per annum.
Year 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.
Year Ended December 31, 2024 2023 Variance $ Variance % (dollars in millions) Statement of income and comprehensive income data: Revenues $ 398.8 $ 382.8 $ 16.0 4.2 % Other income, net 1.5 2.8 (1.3 ) (46.4 )% Cost of revenues 147.5 137.6 9.9 7.2 % Selling, general and administrative expenses (1) 170.4 168.3 2.1 1.2 % Depreciation and amortization expense 28.3 45.0 (16.7 ) (37.1 )% Intangible asset impairments (2) 7.3 — 7.3 100.0 % Operating income 46.8 34.7 12.1 34.9 % Interest expense 47.8 43.3 4.5 10.4 % Interest income 8.5 8.2 0.3 3.7 % Loss on extinguishment of debt — 2.3 (2.3 ) (100.0 )% Loss on disposal of fixed assets — 0.2 (0.2 ) (100.0 )% Income (loss) before income taxes 7.5 (2.9 ) 10.4 NM Provision for income taxes 5.3 5.3 — 0.0 % Net income (loss) and comprehensive income (loss) $ 2.2 $ (8.2 ) $ 10.4 NM Other financial data (unaudited): Adjusted EBITDA (3) $ 101.7 $ 97.8 $ 3.9 4.0 % Free Cash Flow (4) $ 37.0 $ 28.8 $ 8.2 28.5 % Organic revenue (5) $ 385.3 $ 364.0 $ 21.3 5.9 % 42 (1) Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 included expenses of $13.5 million and $10.5 million, respectively, in contingent consideration remeasurement adjustments, acquisition-related transaction, transition and integration costs, including legal, audit and advisory fees.
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.
We define Adjusted EBITDA as net income (loss) before (i) interest expense, net, (ii) provision for income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) loss on extinguishment of debt and (viii) other items that we believe are not part of our core operations.
During the years ended December 31, 2023, 2022 and 2021, we recorded other income, net of $2.8 million, $182.8 million and $77.4 million, respectively, related to event cancellation insurance claim and settlement proceeds deemed to be realizable by our management. All such amounts were received during the respective periods in which they were recorded.
During the years ended December 31, 2024, 2023 and 2022, we recorded other income, net of $1.5 million, $2.8 million and $182.8 million, respectively, related to event cancellation insurance claim and settlement proceeds deemed to be realizable by our management.
As of December 31, 2023, all of Emerald X’s domestic subsidiaries and Emerald X’s direct parent have provided guarantees. Subject to certain limitations, the obligations under the Amended and Restated Senior Secured Credit Facilities are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor.
Guarantees, Collateral, Covenants and Events of Default All obligations under the Second Amended and Restated Senior Secured Credit Facilities are guaranteed by Emerald X’s direct parent company and, subject to certain exceptions, substantially all of Emerald X’s direct and indirect wholly-owned domestic subsidiaries, and such obligations and the related guarantees are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor.
This growth was comprised of an increase in cost of recurring revenues of $10.8 million, or 10.3%, to $115.0 million in the current year from $104.2 million in fiscal year 2022, and an increase of $5.7 million in cost of revenues from new event launches in the current year.
This growth was comprised of an increase in cost of recurring revenues of $13.5 million, or 11.9%, to $127.2 million in the current year from $113.7 million in fiscal year 2023, and an increase of $1.8 million in cost of revenues from new event launches in the current year.
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 Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any standardized methodology prescribed by GAAP. 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.
Goodwill and Indefinite-Lived Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed resulting from acquisitions.
These assumptions are used in developing the present value of future cash flow projections which are the basis of the fair value calculation. Goodwill and Indefinite-Lived Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed resulting from acquisitions.
By investing in and promoting these tangible and return-on-investment linked outcomes, we believe we will be able to continue to enhance the value proposition for our exhibitors and attendees alike, thereby driving strong demand and premium pricing for exhibit space, sponsorship opportunities and attendee registration. 32 Acquisitions We are also focused on growing our national footprint through the acquisition of high-quality events that are leaders in their specific industry verticals.
By investing in and promoting these tangible and return-on-investment linked outcomes, we believe we will be able to continue to enhance the value proposition for our exhibitors and attendees alike, thereby driving strong demand and premium pricing for exhibit space, sponsorship opportunities and attendee registration.
Net cash provided by operating activities for the year ended December 31, 2023 decreased $134.8 million to $40.3 million, from $175.1 million during the year ended December 31, 2022.
Net cash provided by operating activities for the year ended December 31, 2024 increased $6.5 million to $46.8 million, from $40.3 million during the year ended December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+2 added−1 removed0 unchanged
Biggest changeSee “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt—Amended and Restated Senior Secured Credit Facilities” for further description of our Amended and Restated Senior Secured Credit Facilities.
Biggest changeSee “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt” for further description of these credit facilities. As of December 31, 2024, we had $409.2 million of variable rate term loan borrowings outstanding and no variable rate revolving borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities as then in effect.
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
However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods that could affect our business. 60
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposure to market risk is interest rate risk associated with our Amended and Restated Senior Secured Credit Facilities.
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposure to market risk is interest rate risk associated with our senior secured credit facilities as in effect from time to time.
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.
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, 2024.
Inflation influences interest rates, which in turn impact the fair value of our investments and yields on new investments. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate. We do not believe that inflation has had a material effect on our results of operations for the periods presented.
Changes in inflation rates may also impact our financial statements and operating results in several areas. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate. We do not believe that inflation rates have had a material effect on our results of operations for the periods presented.
Removed
As 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.
Added
Historically, inflation has not had a material effect on our business, results of operations, cash flows or financial condition. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs.
Added
While we have strategies to manage and offset these pressures, our inability or failure to do so could harm our business, results of operations and financial condition. For example, changes in inflation rates influence interest rates, which in turn impact the fair value of our investments and yields on new investments.

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