Emerald Holding, Inc.

TM
2024 ANNUAL REPORT


Emerald Holding, Inc.
2024 Stockholder Letter
Dear Stockholders,
As we reflect on 2024, it is clear that the year marked a defining chapter in Emerald's
transformation. We advanced our long-term vision through deliberate portfolio optimization,
disciplined execution, and strategic investments in high-growth sectors, positioning us for
sustained performance and resilience. We took bold steps by streamlining operations, exiting
events with limited potential, and redeploying resources to accelerate innovation and scale.
In the end, we laid the groundwork for a more agile, forward-thinking organization.
This focused execution yielded strong financial results with Revenue and Adjusted EBITDA
excluding event cancellation insurance proceeds growth of 4.2% and 5.5% year-over-year,
respectively.1 Our continued return on capital to stockholders – including $11.4 million in
the fourth quarter alone through dividends and share repurchases – underscores our
confidence in Emerald’s trajectory and our commitment to driving long-term value through
disciplined capital allocation.
Portfolio Optimization: Laying the Foundation for Long-Term Growth
To optimize the long-term organic growth and margin trajectory of our live events portfolio,
in 2024, we conducted a thorough review of our entire event catalog. As a result of this
review, we accelerated strategic portfolio optimization, pruning over 20 underperforming
events totaling $21.2 million in historic run-rate revenue, whose performance had hindered
Emerald’s organic growth for a number of years. At the same time, we continued to enter
new, attractive markets via acquisitions and new event launches. Through our portfolio
optimization efforts, we have built a more focused, resilient, and growth-oriented profitable
business, ensuring we are better positioned to deliver long-term value for our stockholders,
customers, and partners.
We know that Emerald’s extensive and diverse event portfolio delivers a compelling value
proposition, with customers consistently recognizing the unmatched return-on-investment of
our in-person events. Face-to-face interactions remain irreplaceable, driving faster trust-
building and stronger relationships.
As our data has consistently shown, trade shows are often the number one selling and
1 Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of the Company’s non-GAAP
financial measures can be found in the Company’s Annual Report filed on Form 10-K, which is included in this
Annual Report to Stockholders.

marketing event of the year for Emerald’s customers. According to a 2024 Boston Consulting
Group survey, 87% of CMOs report diminishing returns from traditional digital marketing
due to the rise of ad blockers and algorithm changes. Meanwhile, McKinsey research
reinforces that in-person events drive superior business outcomes as face-to-face events are
known to lead to faster trust-building and more effective business development opportunities
versus virtual alternatives. As a result, our customers increasingly view our shows as an
investment rather than an expense.
Our goal is to continue to maximize value for both our customers and stockholders by
fostering deep loyalty and year-round engagement – ensuring not only a desire to return, but
also meaningful interaction between event editions. Our on-site pre-booking strategy also
ensures we are selling exhibitor space well in advance, while our data-driven approach
provides granular visibility into exhibitor trends up to a year out—giving us confidence in
our growth trajectory.
Accelerating Growth Through M&A
Complementing our portfolio optimization efforts, we continue to pursue a targeted M&A
strategy focused on driving growth in high-margin sectors. In March 2025, we announced
two transformative acquisitions:

This Is Beyond – A leading London-based luxury travel events business that
connects high-end travel vendors with decision-making buyers. With seven global
events, including three in the U.S., This Is Beyond strengthens our presence in the
luxury travel sector. Its flagship events, PURE Life Experiences (experiential travel)
and LE Miami (high-end contemporary travel), align with our strategy to expand in
premium markets with strong growth potential. The acquisition is expected to close in
the second quarter of 2025.

Insurtech Insights – A premier organizer of large-scale insurance technology
conferences in New York, London, and Hong Kong. As the insurance industry
undergoes rapid digital transformation, Insurtech Insights provides a key platform for
insurance professionals to engage with cutting-edge innovations in AI, automation of
processes, and cloud computing. This acquisition gives Emerald a strong foothold in a
high-growth industry where insurers are making significant investments in
technology. The transaction closed in March 2025.
These acquisitions expand our reach in high-growth sectors while adding valuable
capabilities, technology, and customer relationships. We are confident they will also drive
cross-event synergies, unlock new revenue streams, and strengthen Emerald’s market
leadership.

Looking Ahead: Positioned for Continued Growth
With a more focused and strategically optimized portfolio, Emerald is well positioned to
chart a path of continued growth in 2025 and beyond. Our strategy is clear and ambitious – to
redefine and elevate our event portfolio, pursue acquisitions that expand our reach and
impact, and harness innovation to create richer, more connected experiences for our
customers - delivering value that is both measurable and meaningful.
Looking ahead, I believe the foundation we laid in 2024 will yield lasting value for
stockholders, fuel sustainable growth, and further solidify Emerald’s position as the leader in
our industry.
Finally, I want to extend my sincere thanks to the entire Emerald team. Their energy,
creativity and commitment are the heart of everything we do. I’ve always said – our team is
our greatest asset. Their leadership enables us to build and expand dynamic platforms that
inspire connection, spark commerce and drive content across the B2B landscape. I am
deeply grateful for their unwavering dedication and belief in our vision and I look forward to
the opportunities ahead as we continue to shape the future of our industry, together.
Thank you for your continued support.
Sincerely,
Hervé Sedky
President & Chief Executive Officer
Cautionary Statement Concerning Forward-Looking Statements
This letter to stockholders contains certain forward-looking statements. These statements involve risks and uncertainties, including, but not limited to, governmental, business, economic, competitive and technological
factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See Risk Factors and Cautionary Note Regarding Forward-Looking
Statements in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. Except as required by law, the Company does not undertake any obligation to update or revise,
or to publicly announce any update or revision to, any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM
TO
Commission File Number 001-38076
Emerald Holding, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
42-1775077
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
100 Broadway, 14th Floor
New York, NY
10005
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (949) 226-5700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
EEX
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐
NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐
NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒
NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒
NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐
NO ☒
The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based on the closing price of the shares of Common Stock on The New York Stock
Exchange on June 30, 2024, the last business day of the Registrant’s most recently completed second quarter, was $105.8 million.
185,337,994 shares of the Registrant’s Common Stock, which were held by the Registrant’s executive officers and directors and by certain investment funds affiliated with or
managed by Onex Partners as of June 30, 2024 have been excluded from this calculation in that these persons or entities may be deemed affiliates of the registrant. This
assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of Registrant’s Common Stock outstanding as of March 12, 2025 was 200,046,674.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Report. The
Registrant’s Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024.

Table of Contents
Page
PART I
Item 1.
Business
2
Item 1A. Risk Factors
11
Item 1B. Unresolved Staff Comments
26
Item 1C. Cybersecurity
27
Item 2.
Properties
28
Item 3.
Legal Proceedings
28
Item 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.
Financial Statements and Supplementary Data
61
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
118
Item 9A. Controls and Procedures
118
Item 9B. Other Information
119
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
119
PART III
Item 10. Directors, Executive Officers and Corporate Governance
120
Item 11. Executive Compensation
120
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
120
Item 13. Certain Relationships and Related Transactions, and Director Independence
120
Item 14. Principal Accounting Fees and Services
120
PART IV
Item 15. Exhibits, Financial Statement Schedules
121
Item 16. Form 10-K Summary
121

1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by our use of
forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “seek” or “should,” or the negative thereof or other variations thereon
or comparable terminology. In particular, statements including, but not limited to, statements regarding our ability to
return our business to pre-COVID levels; general economic conditions, or more specifically about the markets in
which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives,
prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations
regarding interest rates and economic conditions, among others; our ability or inability to obtain insurance coverage
relating to event cancellations or interruptions; our intention to continue to pay regular quarterly dividends; our ability
to successfully identify and acquire acquisition targets; our expectations arising from the ongoing impact of natural
disasters, or outbreaks of contagious disease or the potential for infection (including COVID-19) on our business; and
how we integrate and grow acquired businesses are forward-looking statements. In particular, the declaration, timing
and amount of any future dividends will be subject to the discretion and approval of the board of directors and will
depend on a number of factors, including the Company’s results of operations, cash flows, financial position and
capital requirements, any applicable restrictions under the Company’s debt facilities, as well as general business
conditions, legal, tax and regulatory restrictions and other factors the board of directors deems relevant at the time it
determines to declare such dividends. These statements are based on management’s current expectations as well as
estimates and assumptions prepared by management as of the date hereof, and although they are believed to be
reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties,
including, but not limited to, economic, competitive, governmental and technological factors outside of the Company’s
control that may cause its business, industry, strategy, financing activities or actual results to differ materially. These
and other important factors, including the trends and other factors discussed in this report under the heading
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may cause our actual
results, performance or achievements to differ materially from any future results, performance or achievements
expressed or implied by these forward-looking statements, or could affect the trading price of our common stock on
the New York Stock Exchange. Some of the factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include, but are not limited to, those discussed in Part I, Item
1A of this Form 10-K under the heading “Risk Factors,” which are incorporated herein by reference.
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements contained in this report are not guarantees of future performance and our
actual results of operations, financial condition and liquidity, and the development of the industry in which we operate,
may differ materially from the forward-looking statements contained in this report. In addition, even if our results of
operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the
forward-looking statements contained in this report, they may not be predictive of results or developments in future
periods.
Any forward-looking statement that we make in this Annual Report on Form 10-K speaks only as of the date of
such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly
announce any update or revision to, any of the forward-looking statements, whether as a result of new information,
future events or otherwise, after the date of this report.
Except where the context requires otherwise, references in this Annual Report on Form 10-K to “Emerald”, “the
Company”, “we”, “us”, and “our” refer to Emerald Holding, Inc., formerly known as Emerald Expositions Events,
Inc., together with its consolidated subsidiaries. In this Annual Report on Form 10-K, when we refer to our fiscal
years, we refer to the year number, as in “2024,” which refers to our fiscal year ended December 31, 2024.

2
PART I
Item 1. Business.
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. 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. 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. 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.
Our Commerce division offers B2B e-commerce and digital merchandising solutions, serving the needs of
manufacturers and retailers through our Elastic Suite and Bulletin platforms, which create a digital year-round
transactional platform for use by Emerald’s customers, regardless of location.
We also generate a substantial amount of first-party data across our events, content, and e-commerce platforms.
We continue to develop products and processes based on our first-party data assets to enhance the customer
experience, by providing actionable insights and measurable results through metrics such as content impressions, lead
capture rates, conversion rates and transaction value per customer. 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. 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 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.

3
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. In conjunction with the investment agreement with Onex
Partners V, we announced a rights offering to holders of our outstanding common stock of one non-transferable
subscription right for each share of our common stock held, with each right entitling the holder to purchase one share
of redeemable convertible preferred stock at the Series A Price per Share, backstopped by Onex Partners V (the “Onex
Backstop”). 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. 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. 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. 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.
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.
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. 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.
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.
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.
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.
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. 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. Insurtech produces live events and webinars for the
insurance technology community.

4
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. 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.
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. 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. 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. 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. 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. 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.
We categorize our diversified portfolio of events according to seven industry verticals:
Design, Renovation & Construction
Our Design, Renovation & Construction vertical is targeted toward commercial-scale design and construction,
with buyers and sellers frequently transacting in high unit counts for uses in projects such as hotels and senior living
facilities. Industries served include kitchen & bath, hospitality, senior living, healthcare, education, general
construction and more. 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

5
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. 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. Through these
invaluable connections and content, Emerald unites a vast global network of buyers and suppliers, offering
unparalleled access to one of the world’s most extensive selections of merchandise. Events produced in this category
include:
☐
ASD Market Week (“ASD”)
☐
NY NOW
☐
International Gift Exposition in the Smokies
(“IGES”)
Technology, Advertising & Marketing
Our Technology, Advertising & Marketing vertical is a market-leading portfolio of events and resources
dedicated to advertising and harnessing the power of next-generation digital media and marketing technology. The
growing group of business sectors served includes advertising, automotive, intelligent traceability technology,
business technology integration, communications, ecommerce, connected home technology, and more. 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. 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. Examples of our events produced in this category include:
☐
Fastener
☐
MJBiz
☐
Modern Day Marine
☐
Security Sales & Integration
☐
Medtrade
☐
Wedding & Portrait Photographers
International

6
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. Emerald’s luxury
market of events unites an elite community of renowned heritage brands, emerging design talent, the finest retailers
and award-winning media from around the globe. Examples of our events produced in this category include:
☐
Couture
☐
JA New York
☐
Las Vegas Antique Jewelry & Watch Show
☐
The Original Miami Beach Antique Show
(“OMBAS”)
Sports & Outdoor
Our Sports & Outdoor vertical includes industry-leading wholesale and consumer events with globally
recognizable brands, highlighting the latest products and innovations and attracting a diverse audience. Our premiere
events serve the growing markets of surf, swimwear, lifestyle apparel, winter sports, outdoor recreation and
overlanding, mountaineering, adventuring, and camping. 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. 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. We plan to continue to invest in product development to ensure our advertisers have new and effective ways
to engage our audiences. We are also expanding our content portfolio to support audience acquisition across a wider
array of sectors and constituencies served by our trade shows, conferences, and other events. Revenue in this segment
primarily consists of advertising sales for industry publications and digital products.
Commerce
Our Commerce division largely offers software-as-a-service technology that enables year-round B2B buying
and selling through our Elastic Suite and Bulletin platforms for use by Emerald’s customers, regardless of location.
Elastic Suite’s B2B platform bridges the gap between sellers’ order processing systems and allows brands to sell
directly to their buyers using print-free digital product catalogs and merchandising technology, enabling brands to
increase their efficiency, effectiveness, sustainability and profitability. 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. Revenue in this segment consists of subscription
revenue, implementation fees and professional services.

7
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”). 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 remaining two operating segments do not meet the quantitative thresholds to be considered reportable operating
segments and are included in the “All Other” category. In addition, we have a “Corporate-Level Activities” category
consisting of finance, legal, information technology and administrative functions. Prior year disclosures below have
been updated to reflect the new reportable segment structure described in Note 18, Segment Information. 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
services and e-commerce software solutions, but are not aggregated with the reportable segment. Each of
operating segments in the All Other category do not meet the criteria to be a separate reportable segment.
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.
Individual trade shows typically compete for attendees and exhibitors only against the other trade shows that are
relevant to their industry vertical. The level of competition each of our trade shows faces therefore varies by industry
vertical. In addition, the Elastic Suite platforms compete with several other well-capitalized software-as-a-service
technology platforms.
Other well-established for-profit companies competing in the U.S. trade show industry include Reed
Exhibitions, Informa Exhibitions and Clarion Events.
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.
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. 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 future depends on our ability to
attract, retain, and inspire a talented workforce, ensuring we remain competitive and innovative in everything we do.

8
As of December 31, 2024, we had 697 full-time employees. 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.
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.
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.
Emerald’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.
These initiatives reflect Emerald’s dedication to supporting the physical, emotional, and financial well-being of
our employees while fostering a culture of growth, collaboration, and opportunity, grounded in inclusive, skills-driven
talent practices.
At Emerald, empowering employees to develop their talents, advance their careers, and achieve their goals is a
top priority. We offer a variety of professional and personal development opportunities through multiple modalities,
including live coaching, online learning systems, and formal sales training. Additionally, we recognize and celebrate
employee achievements through initiatives like our annual Sales Club and awards programs, which highlight
outstanding contributions across the organization. These efforts are designed to support growth, skill-building, and
long-term success while fostering a culture of recognition and appreciation.

9
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. However,
some facilities where we hold our trade shows require our decorators to use unionized labor.
Commitment to Corporate Sustainability and Governance
Emerald is dedicated to advancing its Environmental, Social and Governance practices across the organization.
This commitment and purpose fuels our innovation, drives our collaboration, and creates lasting value for our
customers, employees, shareholders, and the communities in which we live, work, and do business. To that end, we
are committed to minimizing our environmental impact with the goal of reducing the environmental footprint of our
events. In partnership with the global Net Zero Carbon Events initiative, Emerald has taken the Net Zero Carbon
Events pledge to chart a path towards net zero carbon emissions by 2050, with an interim goal to reduce greenhouse
gas emissions by 50% by 2030. As part of this pledge, we have undertaken efforts to identify and prioritize actions to
reduce greenhouse gas emissions, including energy management, water conservation, materials management, food
and beverage waste reduction, sustainable procurement, stakeholder management, and employee engagement
initiatives. Emerald continues to gather and track key event metrics to measure the environmental impact of our events
and benchmark success against our pledged goals. We also collaborate with key partners and suppliers throughout the
event industry, including venues, hotels, and general service contractors in furtherance of our sustainability initiatives.
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. 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. 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. 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.
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. 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.
Emerald is committed to sound corporate governance and effective leadership practices to ensure that the
Company delivers the best results for its stakeholders. 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.

10
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. All of our insurance policies are with third-party
carriers and syndicates with financial ratings of A- or better. We believe the premiums, deductibles, coverage limits
and scope of coverage under such policies are reasonable and appropriate for our business. Event cancellation
insurance provides coverage that allows us to refund a proportionate share, relative to the compromised enforced
attendance reduction or show closure, of the deposits and booth and sponsorship fees paid to us by exhibitors in the
event that we are forced to cancel a trade show or other event for reasons covered by the policies, such as natural
disasters, terrorism, or venue closures. Business interruption insurance provides further coverage for our office
property leases in cases where we are not able to conduct ongoing business, including sales and event planning. The
continued availability of appropriate insurance policies on commercially reasonable terms is important to our ability
to operate our business and to maintain our reputation.
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. 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. 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.
During the first quarter of fiscal year 2024, we received business interruption insurance proceeds of $1.0 million
from our insurance carrier. 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 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. During the year ended
December 31, 2022, we recorded other income, net of $182.8 million related to event cancellation insurance claim
and settlement proceeds deemed to be realizable by our management team. All of the other income, net for the year
ended December 31, 2022 was received during the period.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and
Capital Resources” for further discussion relating to our event cancellation insurance coverage and proceeds received
under the Company’s policies.
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the SEC. We are
subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other
information with the SEC. Such reports and other information filed by us with the SEC are available free of charge
on our website at investor.emeraldx.com when such reports are made available on the SEC’s website. 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.

11
Item 1A. Risk Factors.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the following
factors, as well as other information contained in this Annual Report on Form 10-K, in evaluating our Company and
business. If any of the following risks occur, our business, results of operations, and financial condition may be
materially adversely affected.
Risks Relating to Our Industry and Macroeconomic Conditions
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.
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. Consequently,
general domestic and global conditions could affect our business, such as, among other things, the COVID-19
pandemic or other epidemics, instability in global economic markets and geopolitical environments, increased U.S.
trade tariffs and trade disputes with other countries, fluctuations in interest rates and inflation and supply chain
weaknesses. 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. Any material decrease in marketing or procurement budgets could reduce the demand for
exhibition space or reduce attendance at our trade shows, conferences and other events, which could have a material
adverse effect on our business, financial condition, cash flows and results of operations.
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. For example, 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.
Although the Federal Reserve has since approved a series of interest rate decreases beginning in September 2024,
interest rates remain high relative to historical lows. 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.
While inflation has not historically had a material effect on our business, results of operations, or financial condition,
if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher
costs. Our inability or failure to do so could harm our business, results of operations and financial condition. Operating
expenses, including cost of labor, are impacted to a certain degree by the inflation rate as well.

12
Attendance at our shows could decline as a result of disruptions in global or local travel conditions, such as
congestion at airports, adverse weather, including as a result of climate change, or outbreaks or fear of
communicable diseases such as COVID-19.
The number of attendees and exhibitors at our trade shows may be affected by a variety of factors that are outside
our control. 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. Physical risks from climate change may lead to an
increase in the frequency, severity, or duration of certain adverse weather conditions and natural disasters such as
hurricanes, tornadoes, earthquakes, storms, wildfires, droughts, extreme temperatures, or flooding, each of which
could cause more significant business interruptions, increased costs, increased liabilities, and decreased revenue than
what we have experienced in the past from such events. Moreover, outbreaks of contagious disease and acts of nature
may depress the ability of Emerald employees to travel to and stage our trade shows, and also may affect our ability
to successfully stage our trade shows once attendees and exhibitors arrive on location. For example, the COVID-19
pandemic and its consequences forced us to cancel or postpone a substantial portion of our event calendar for 2020
and 2021. Additionally, in October 2024, we canceled the remainder of a trade show in Florida due to adverse weather
caused by Hurricane Milton after the show had commenced and some attendees had arrived. If similar future disasters
or public health emergencies were to occur, our business, operations, and financial results could be negatively
impacted. While we are generally insured against direct losses resulting from event cancellations due to circumstances
outside of our reasonable control, our event cancellation insurance policies for policy years beginning in 2022 do not
include coverage for losses due to the outbreak of communicable disease, including COVID-19, which could have a
material adverse effect on our business, financial condition, cash flows and results of operations.
Increased spending on digital marketing and advertising, or other marketing channels, could reduce the amount
spent on in-person trade shows.
The success of our trade shows depends on the willingness of companies to continue committing marketing
budget allocations towards in-person shows and live events. Alternative channels for marketing spend such as digital,
social media and telemarketing could draw marketing budgets away from in-person trade shows and live events.
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.

13
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.
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. 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. We typically sign contracts that guarantee the right to specific dates at venues
only one or two years in advance. 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. Moving major
shows to new cities, such as the move of OR from Denver, Colorado to Salt Lake City, Utah in January 2023, can
adversely affect customer behavior. 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. Our
business has from time to time been negatively impacted by these moves and changes in scheduling. 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 success of each of our trade shows depends on the strong reputation of that show’s brand, and damage to the
reputation or negative publicity surrounding these brands could negatively impact our business, financial
condition, cash flows and results of operations.
Our exhibitors and attendees primarily know us by the names of our trade shows that operate in their specific
industry sector rather than by our corporate brand name, Emerald. In addition, a single brand name is sometimes used
for shows that occur more than once a year. 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. 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.
The leading brands represented by our exhibitors attract attendees who, in many cases, have authority to make
purchasing decisions, or who offer other benefits (such as publicity or press coverage) by virtue of their attendance.
The presence of these exhibitors and attendees creates the self-reinforcing “network effect” that benefits our business;
however, if representatives of leading brands decide for any reason not to participate in our trade shows, the number
and quality of attendees could decline, which could lead to a rapid decline in the results of one or more trade shows
and have an adverse effect on our business, financial condition, cash flows and results of operations.
We may fail to accurately monitor or respond to changing market trends and adapt our trade show portfolio
accordingly.
Our success depends in part upon our ability to monitor changing market trends and to adapt our trade shows,
acquire existing trade shows or launch new trade shows to meet the evolving needs of existing and emerging target
audiences. The process of researching, developing, launching, relaunching and establishing profitability for a new
trade show may lead to initial operating losses. Our strategy is to launch new trade shows from time to time in order
to take advantage of these trends. 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.

14
We may face increased competition from existing trade show operators or new competitors.
Although the trade show market is highly fragmented, we currently face increased competition in certain of our
industry sectors. Further, our high profit margins and low start-up costs could encourage new operators to enter the
trade show business. Both existing and new competitors present an alternative to our product offerings, and if
competition increases or others are successful in attracting away our exhibitors and attendees, it could have a material
adverse effect on our business, financial condition, cash flows and results of operations.
A significant portion of our revenue has historically been generated by a concentrated number of our top trade
shows.
We have historically depended on a concentrated number of our top trade shows to generate a significant portion
of our revenues. In the years ended December 31, 2024, December 31, 2023 and December 31, 2022, our top five
shows represented 30%, 28% and 29%, respectively, of our total revenue. While we continue to make efforts to
diversify our business, a significant decline in the performance or prospects of any one of our top trade shows could
have a material adverse effect on our business, financial condition, results of operations and cash flows.
We may not fully realize the expected results and/or operating efficiencies associated with our strategic initiatives
or restructuring programs, which may have an adverse impact on our business.
We depend on our ability to evolve and grow, and as changes in our business environment occur, we may adjust
our business plans by introducing new strategic initiatives or restructuring programs to meet these changes. 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. If we are not able to effectively execute
on our strategic initiatives, if we do not adequately leverage technology to improve operating efficiencies or if we are
unable to develop the data analytics capabilities needed to generate actionable commercial insights, our business
performance may be impacted, which may negatively impact our financial condition and results of operations.
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. 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

15
•
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 furtherance of our strategy of growth through acquisitions, we routinely review and conduct investigations
of potential acquisitions, some of which may be material. When we believe a favorable opportunity exists, we typically
seek to enter into discussions with target shows or sellers regarding the possibility of such acquisitions. 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.
We have acquired, and intend to continue to acquire, trade shows that stage outside of the United States, which
subjects us to costs and risks associated with international operations.
We stage an increasing number of our trade shows outside of the United States and we intend to continue to
expand our international presence in the future. For example, in recent years we have acquired trade shows that stage
in the United Kingdom, Canada, Mexico and Japan, among other countries. As a company headquartered in the United
States, conducting and expanding international operations subjects us to costs and risks that we may not generally face
in the United States, including but not limited to:
•
exposure to foreign currency exchange rate risk;
•
the effects of tariffs, trade barriers and retaliatory trade measures;
•
managing and staffing international operations;
•
establishing relationships with channel partners in international locations;
•
increased travel, infrastructure and legal compliance costs associated with international locations;
•
requirements to comply with a wide variety of foreign and domestic laws and regulations associated with
international operations;
•
potentially adverse tax consequences;
•
complexities implementing and enforcing cross-border information technology and security controls;
•
failure to recruit, onboard, build and retain a talented and engaged global workforce, and integrating
personnel with diverse business backgrounds and organizational cultures;
•
difficulties entering new non-U.S. markets due to, among other things, consumer acceptance and business
knowledge of these new markets;
•
increased financial accounting and reporting burdens and complexities; and
•
political, social and economic instability abroad, terrorist attacks and security concerns in general.
If any of these risks were to materialize, our international operations and, consequently, our overall business,
financial condition, cash flows and results of operations could be negatively affected.
The acquisition of MJBiz may subject us to new regulatory, business and financial risks relating to the cannabis
industry.
On December 31, 2021, we completed the acquisition of MJBiz. MJBiz publishes MJBiz Daily, a leading
publication addressing business, regulatory, operational, and legal issues relevant to the cannabis and hemp industries,
and also sponsors the annual MJBizCon, a trade event and conference for the cannabis industry and an annual
educational conference in San Diego for the scientific community focused on research, testing, and lab services in the
cannabis industry. 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.

16
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. As a result, federal law enforcement
authorities, or authorities in certain U.S. jurisdictions that criminalize the processing, sale or possession of cannabis
products, may seek to bring criminal actions against exhibitors, attendees or subscribers to MJBiz’s events and
publications. If our exhibitors or customers are found to be violating applicable state or federal law relating to
cannabis, they may be subject not only to criminal charges and convictions, but also to forfeiture of property,
significant fines and penalties, disgorgement of profits, administrative sanctions, cessation of business activities, or
civil liabilities arising from proceedings initiated by either government entities or private citizens. Further, the
perception that businesses that participate in MJBiz events or subscribe to or advertise in MJBiz publications are
engaged in or promoting socially undesirable activity could have an adverse impact on our overall corporate
reputation. In addition, the breadth of federal conspiracy and aiding and abetting statutes could potentially subject us
to prosecution for aiding and abetting or conspiring to violate the CSA by virtue of our sponsoring events or
publications that are directed to businesses that directly or indirectly service the cannabis industry. Any of these actions
or consequences could have a material adverse effect on our business, operating results or financial condition,
particularly if law enforcement authorities seek to treat MJBiz as participating directly in the cannabis industry.
We rely on digital media and print publications to stay in close contact with, and market to, our existing event
audiences.
Our ability to effectively engage with target audiences for our events depends in part on our ability to generate
engaging and informative content for our other marketing services, including our digital media and print publication
properties. The media industry is highly competitive and continues to evolve rapidly, with an increasing number of
alternative methods for the production and delivery of content. If we are unable to generate timely and relevant content
for our audiences, exploit new and existing technologies to distinguish our digital media and print publications from
those of our competitors, or adapt to new distribution methods in order to provide enhanced user experiences, both
our other marketing services and event revenues could decline, which may have a material adverse effect on our
business, financial condition, cash flows and results of operations.
A loss or disruption of the services from one or more of the limited number of outside contractors who specialize
in decoration, facility set-up and other services in connection with our trade shows could harm our business.
We, and to a greater extent, our exhibitors, use a limited number of outside contractors for decoration, facility
set-up and other services in connection with our trade shows, and we and our exhibitors rely on the availability,
capability and willingness of these contractors to provide services on a timely basis and on favorable economic and
other terms. Notwithstanding our long-term contracts with many of these contractors, many factors outside our control,
including but not limited to outbreaks of contagious disease and 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
harm these relationships and the availability, capability or willingness of these contractors to provide these services
on acceptable terms. The partial or complete loss of services from these contractors, or a significant adverse change
in our or our exhibitors’ relationships with any of these contractors, could result in service delays, reputational damage
and/or added costs that could harm our business and customer relationships to the extent we or our exhibitors are
unable to replace them in a timely or cost-effective fashion, which could have a material adverse effect on our business,
financial condition, cash flows and results of operations.
In addition, some facilities where we hold our trade shows require decorators, facility set-up and other service
providers to use unionized labor. Any union strikes or work stoppages could result in delays in launching or running
our trade shows and other events held at such facilities, reputational damage and/or added costs, which could have a
material adverse effect on our business, financial condition, cash flows and results of operations.
The industry associations that sponsor and market certain of our trade shows could cease to do so effectively or
could be replaced or supplemented by new industry associations who do not sponsor or market our trade shows.
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. 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;

17
•
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.
Any disruptions or impediments in these existing relationships, or the inability to establish a new relationship,
could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We face risks associated with event cancellations or other interruptions to our business, which our insurance may
not fully cover.
We maintain business interruption, event cancellation, casualty, general commercial and umbrella and excess
liability insurance, as well as policies relating to workers’ compensation, director and officer insurance, property and
product liability insurance, and cyber security insurance. Our insurance policies may not cover all risks associated
with the operation of our business and may not be sufficient to offset the costs of all losses, lost sales or increased
costs experienced during business interruptions or event cancellations. For example, in addition to the impact of
COVID-19, we have experienced disruptions to events held in Florida due to hurricanes, most recently in October
2024, when we canceled the remainder of a trade show in Florida due to adverse weather caused by Hurricane Milton
after the show had commenced and some attendees had arrived. We may be forced to cancel future trade shows in the
event of other natural or man-made disasters. 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. 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. Losses and liabilities
from uninsured or underinsured events and delay in the payment of insurance proceeds could have a material adverse
effect on our financial condition and results of operations.
Failure to establish and maintain effective internal control over financial reporting could have a material adverse
effect on our business and stock price.
We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act,
which require management to certify financial and other information in our quarterly and annual reports, provide an
annual management report on the effectiveness of internal control over financial reporting and include the attestation
form from our independent registered public accounting firm. If we do not develop and maintain effective internal
controls, our independent registered public accounting firm may issue a report that is adverse, which would be required
if there are material weaknesses in our internal control over financial reporting.
In connection with becoming a public company, we undertook various actions to enable us to develop and
maintain effective internal controls, such as building compliance and testing processes, and hiring additional
accounting or internal audit staff or consultants. We have hired a third-party service provider to assist us with execution
and management of our internal audit function. Testing and maintaining internal control over financial reporting can
divert our management’s attention from other matters that are important to the operation of our business. Additionally,
when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not
be able to remediate on a timely basis. 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. 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.

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We have identified in the past material weaknesses in our internal control over financial reporting. If we are unable
to develop and maintain effective internal control over financial reporting, we may not be able to accurately report
our financial results in a timely manner, which may adversely affect investor confidence in us, materially and
adversely affect our business and operating results, and expose us to potential litigation.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial
statements will not be prevented or detected and corrected on a timely basis. 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.
We have since undertaken efforts to remediate previously existing material weaknesses. However, remediation
measures can be time consuming and costly. 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.
If we identify any new material weaknesses in the future, we may be unable to maintain compliance with the
requirements of securities laws, stock exchange listing rules, or debt instrument covenants regarding timely filing of
information; we could lose access to sources of capital or liquidity; and investors may lose confidence in our financial
reporting and our stock price may decline as a result. 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. 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.
During 2024, we recorded noncash adjustments to our recorded asset balance for certain intangible assets, and we
may be required to record further such adjustment in future periods that could significantly impact our operating
results.
Our balance sheet includes significant intangible assets, including trade names, goodwill and other acquired
intangible assets. 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 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. Further, declines in
our market capitalization may be an indicator that the carrying values of our intangible assets or goodwill exceed their
fair values, which could lead to potential impairments that could impact our operating results. For the year ended
December 31, 2024, we recorded intangible asset impairment charges of $7.3 million and have recorded other similar
impairment charges in years affected by COVID-19 cancellations. There can be no assurance that we will not record
further impairment charges in future periods.

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Changes in our income tax rates or other indirect taxes may affect our future financial results.
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. Many of the provisions enacted under the 2017 Tax Cuts and Jobs Act (which we refer to as the
“TCJA”), which introduced significant changes to U.S. income tax law, are set to expire at the end of 2025. The
Administration and Congress are actively considering various policy choices which may have the impact of changing,
possibly materially, how we are taxed in comparison to how we are taxed today. It is unclear whether the provisions
of the TCJA will be allowed to expire in 2025, which would cause a reversion to the provisions prior to the TCJA, or
whether some or all of such provisions will be extended beyond 2025 by future legislation. The Trump administration
has indicated a general intent to retain the TCJA provisions but whether Congress will agree to retain such provisions
beyond 2025 and what modifications might be made thereto prior to the expiration of the TCJA provisions is uncertain.
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. 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 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.
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. While we maintain long-term
and emergency transition plans for key management personnel and believe we could either identify internal candidates
or attract outside candidates to fill any vacancy created by the loss of any key management personnel, the loss of one
or more of our key management personnel could have a negative impact on our businesses.
Risks Relating to our Indebtedness
Our significant indebtedness could adversely affect our financial condition and limit our ability to raise additional
capital to fund our operations.
We have a significant amount of indebtedness. As of December 31, 2024, we had $409.2 million of term loan
borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities as then in effect. On January
30, 2025, we completed the 2025 Refinancing Transactions described under “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Recent Developments—2025 Refinancing Transactions” included
elsewhere in this Annual Report. 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
(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).
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.

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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.
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. 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. As of December 31, 2024,
we had $409.2 million of term loan borrowings outstanding under our then-existing Amended and Restated Senior
Secured Credit Facilities. 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). 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 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. 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. 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.
As a result of these covenants, our ability to respond to changes in business and economic conditions and engage
in beneficial transactions, including to obtain additional financing as needed, may be limited. Further, our compliance
with these covenants may be affected by circumstances and events beyond our control. A breach of any of these
covenants could result in a default under our debt agreements, which could permit the holders to accelerate our
obligation to repay the debt. If that occurs, we may not be able to make all of the required payments or borrow
sufficient funds to refinance such debt. 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. If our debt is in default for any reason, our
business, results of operations and financial condition could be materially and adversely affected.

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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.
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. These activities require the use of
centralized data storage, including through third-party service providers. 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. We and our third party service providers
have been subject to such attacks, the impact of which we do not currently believe will have a material effect on our
business, financial conditions, cash flows or results of operations, and we may in the future continue to be subject to
such attacks. For example, computer hackers have been and may be, in the future, able to develop and deploy viruses,
worms or other malicious software programs that attack our websites or exploit security vulnerabilities in our websites
and information systems. While we seek to learn from all attacks directed at us and implement remedial measures
where necessary developed with cybersecurity experts, we cannot guarantee that such remedial measures will prevent
material cybersecurity incidents in the future. Unauthorized access to or security breaches of our systems could result
in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence,
diversion of our management’s attention, litigation, indemnity obligations, damages for contract breach, penalties for
violation of applicable laws or regulations and significant costs for remediation that may include liability for stolen or
lost assets or information and repair of system damage that may have been caused and other liabilities. Further, an
actual or perceived security incident, such as penetration of our or our third-party vendors’ networks, affecting
personal or other sensitive information could subject us to business and litigation risk (e.g., under the California
Consumer Privacy Act), or damage our reputation, including with exhibitors, sponsors and attendees. In addition, we
are exposed to potentially heightened liability pursuant to the increasing and evolving SEC disclosure rules regarding
material cybersecurity incidents. Despite our actions taken and programs implemented to manage our cybersecurity
risk, we may fail to meet future disclosure obligations and/or may have our disclosures misinterpreted.
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. Managing these impacts could be
disruptive and could cause reputational damage if handled inadequately.
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. 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. There can also be no assurance that these protections, including our timely
mitigation, management and remediation of vulnerabilities will be fully implemented, complied with or effective in
protecting our systems and information. Notwithstanding our efforts, implementation of our supporting controls could
have coverage gaps and weaknesses, as well as the potential for human error, any of which could provide threat actors
a window of time to exploit such weaknesses before they are addressed. The goal of our program is to manage risks
in a prioritized fashion; however, control gaps and/or effectiveness, resource constraints, and execution failure can
pose cybersecurity risk to us. In addition, although we work to continuously improve our internal controls and
procedures on cybersecurity incident management, prevention, detection, mitigation, response, and recovery, we may
be unsuccessful in detecting, reporting or responding to breaches or incidents in a timely manner, accurately assessing
the severity of such an event, or sufficiently preventing, limiting, or containing harm arising out of an event. Further,
we exercise only limited control over our third-party vendors, which increases our vulnerability to problems with
services they provide.

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Exposure as a result of any of the above factors could have a material negative effect on our business, financial
condition, and results of operations. While we maintain cyber insurance that may help provide coverage for certain
data breaches or cybersecurity incidents, such insurance may not be adequate to cover the costs and liabilities related
to them, which in some cases could materially and adversely impact our business, financial condition, cash flows and
results of operations. In addition, our insurance policy may change as a result of such incidents or for other reasons,
which may result in premium increases or the imposition of increased deductibles or co-insurance requirements.
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 also
rely on internet service providers, mobile networks and other third-party systems to operate our business. 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. 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. 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.
We are subject to governmental regulation including a variety of U.S. and international privacy and consumer
protection laws, and any failure to comply with these regulations may have a material negative effect on our
business and results of our operations.
We are subject to substantial governmental regulations affecting the use of certain types of data in our business.
These include, but are not limited to, data privacy and protection laws, regulations, policies, and contractual
obligations that apply to the collection, transmission, storage, security, processing, retention, and use of personally
identifiable information or personal data, which among other things, impose certain requirements relating to the
privacy and security of such information.
The data protection landscape is rapidly evolving in the United States, the European Union and elsewhere,
including the European Union’s General Data Privacy Regulation (“GDPR”). As our operations and business grow,
we may become subject to or affected by new or additional data protection laws and regulations and face increased
scrutiny or attention from regulatory authorities. Substantial expenses and operational changes may be required in
connection with maintaining compliance with such laws, and even an unsuccessful challenge by customers or
regulatory authorities of our activities could result in adverse publicity and could require a costly response from and
defense by us. In addition, certain privacy laws are still subject to a high degree of uncertainty as to their interpretation,
application and impact, and may require extensive system and operational changes, be difficult to implement, increase
our operating costs, adversely impact the cost or attractiveness of the products or services we offer, or result in adverse
publicity and harm our reputation. State-specific data privacy laws and regulations continue to evolve and each state
imposes different requirements. For example, the California Consumer Privacy Act imposes certain legal obligations
on our use and processing of personal information related to California residents and gives residents the right to bring
certain actions against companies. 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. Noncompliance could result in significant penalties or legal liability
having an adverse effect on our operations and financials.

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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.
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. Any material disruption to our relationship with these third parties could
have a material adverse impact on the revenue stream from these trade shows or events. In addition, any of these third
party owners may allege that we have breached a license agreement, whether with or without merit, and accordingly
seek to terminate our license. If successful, this could result in our loss of the right to use the licensed intellectual
property, which could adversely affect the success of our trade shows’ and events.
The infringement or invalidation of proprietary rights could have an adverse effect on our business.
We rely on trademark, trade secret and copyright laws in the United States and abroad to protect our proprietary
rights, including with respect to the names of our trade shows and publications. Failure to obtain or maintain adequate
protection of our intellectual property rights for any reason could have a material adverse effect on our business. Our
trademarks, trade names and brand names distinguish our trade shows from those of our competitors and we have
registered and applied to register many of these trademarks to prevent others from using or capitalizing our names.
There can be no assurance that our trademark applications will be approved or that our federal registrations will be
upheld if challenged. Third parties may oppose our applications or otherwise challenge our use of our trademarks
through administrative processes or costly litigation which if successful, could force us to rebrand our products and/or
services resulting in the loss of brand recognition. 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.
We have begun to use certain artificial intelligence (“AI”) technologies in our business, and challenges with
properly managing their use could result in reputational harm, legal liability, and financial cost.
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. The legal and regulatory environment relating to AI
is uncertain and rapidly evolving, both in the United States and internationally, which includes regulatory schemes
targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment
and other laws and regulations applicable to the use of AI. 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. Since we rely on AI applications developed by third parties,
we are dependent in part on the manner in which those third parties develop and train their models, including risks
arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of
the steps these third parties have taken to limit the risks associated with the output of their models, over which we are
likely to have limited visibility. 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.
Risks Relating to Ownership of Our Securities
The price of our common stock has fluctuated substantially from time to time and may continue to fluctuate
substantially in the future.
Our stock price has been, and may continue to be, subject to significant fluctuations, and has decreased
significantly from historical trading levels as a result of a variety of factors, some of which are beyond our control,
such as volatility in the stock markets and the effects of COVID-19. We may fail to meet the expectations of our
stockholders or securities analysts at some point in the future, and our stock price could decline in the future as a
result. 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.

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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. Securities class action litigation has often been instituted against companies
following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation,
if instituted against us, could result in substantial costs, divert our management’s attention and resources and harm
our business, operating results and financial condition.
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.
Accordingly, for so long as Onex continues to hold the majority of our equity securities, Onex will exercise a
controlling influence over our business and affairs and will have the power to determine all matters submitted to a
vote of our stockholders, including the election of directors and approval of significant corporate transactions such as
amendments to our certificate of incorporation, mergers and the sale of all or substantially all of our assets. Onex
could cause corporate actions to be taken that conflict with the interests of our other stockholders. This concentration
of ownership could have the effect of deterring or preventing a change in control transaction that might otherwise be
beneficial to our stockholders. In addition, Onex may in the future own businesses that directly compete with ours.
Future stock issuances or sales could adversely affect the market price of our common stock.
The market price of our common stock could decline as a result of future issuances or 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,
including in connection with acquisitions by the Company. The perception that these issuances or sales could occur
may also depress the market price of our common stock. We have entered into registration rights agreements with
Onex that grant the Onex entities that hold shares of our common stock the right, subject to certain conditions, to
require us to register the sale of their shares under the federal securities laws. By exercising their registration rights,
and selling a large number of shares, these holders could cause the prevailing market price of our common stock to
decline.
Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences
and privileges more favorable than those of our common stock, and may result in dilution to owners of our common
stock. 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. 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. 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. Onex is in the business of making or advising on investments in
companies and may hold, and may from time to time in the future acquire, interests in, or provide advice to, businesses
that directly or indirectly compete with certain portions of our business or that are suppliers or customers of ours. 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 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. (“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”). 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.

25
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. Under the amended and restated certificate of incorporation, subject to the limitations
set forth therein, Onex is not required to tell us about a corporate opportunity, may pursue that opportunity for itself
or it may direct that opportunity to another person without liability to our stockholders. To the extent they invest in
such other businesses, Onex may have differing interests than our other stockholders.
We are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result,
rely on exemptions from certain corporate governance requirements.
Onex owns the majority of our outstanding common stock. As a result, we are a “controlled company” within
the meaning of the New York Stock Exchange corporate governance rules. As a controlled company, we have the
right to elect not to comply with certain corporate governance requirements of the New York Stock Exchange,
including:
•
the requirement that a majority of our board consist of independent directors;
•
the requirement that we have a nominating and corporate governance committee that is composed entirely
of independent directors with a written charter addressing the committee’s purpose and responsibilities;
•
the requirement that we have a compensation committee that is composed entirely of independent
directors with a written charter addressing the committee’s purpose and responsibilities; and
•
the requirement for an annual performance evaluation of the nominating and corporate governance
committee and compensation committee.
Accordingly, while our board currently has a majority of independent directors, our nominating and corporate
governance and compensation committees do not consist entirely of independent directors. As a result, our
stockholders will not have the same protection afforded to stockholders of companies that are subject to all of the
corporate governance requirements of the New York Stock Exchange.
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. These provisions may also prevent or frustrate
attempts by our stockholders to replace or remove our management. 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

26
•
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.
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.
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.
On August 6, 2024, the Company’s 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 the Company’s common stock. On October 29, 2024, the Board declared a dividend for the quarter ending
December 31, 2024 of $0.015 per share payable to holders of record of the Company’s common stock. The payment
of cash dividends in future quarters is subject to the discretion of our board of directors and our compliance with
applicable law, and depending on, among other things, our results of operations, capital requirements, financial
condition, contractual restrictions, restrictions in our debt agreements and in any preferred equity securities, business
prospects and other factors that our board of directors may deem relevant. Because we are a holding company and
have no direct operations, we expect to pay dividends, if any, only from funds we receive from our subsidiaries, which
may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements
of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur.
Our Second Amended and Restated Senior Secured Credit Facilities restrict our ability to pay dividends on our
common stock, and we expect that any future agreements governing indebtedness will contain similar restrictions. For
more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and Capital Resources—Dividend Policy” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Long-Term Debt.”
Our dividend policy entails certain risks and limitations, particularly with respect to our liquidity. By paying
cash dividends rather than investing that cash in our business or repaying debt, we risk, among other things, slowing
the pace of our growth and having insufficient cash to fund our operations or unanticipated capital expenditures or
limiting our ability to incur additional borrowings.
Although we expect to continue to pay dividends according to our dividend policy, we may not pay dividends
according to our policy, or at all, if, among other things, we do not have the cash necessary to pay our intended
dividends. The declaration and payment of dividends will be determined at the discretion of our board of directors,
acting in compliance with applicable law and contractual restrictions.
Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers
of funds from our subsidiaries.
We are a holding company that conducts all of our operations through subsidiaries. Consequently, we rely on
dividends or advances from our subsidiaries. The ability of such subsidiaries to pay dividends to us is subject to
applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt.”
Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose
requirements that may restrict our ability to pay dividends to holders of our common stock.
Item 1B. Unresolved Staff Comments.
None.

27
Item 1C. Cybersecurity.
Cybersecurity Risk Management and Strategy
Cybersecurity is an important part of our overall risk management systems and processes and an area of focus
for our Board and management. We have developed and implemented an enterprise-wide information security
program designed to identify, protect, detect, and respond to and manage reasonably foreseeable cybersecurity risks
and threats. To protect our information systems from cybersecurity and privacy threats, we use various security tools
that help prevent, identify, escalate, investigate, resolve, and recover from identified vulnerabilities and security
incidents in a timely manner. 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 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 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. 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.
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. 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. 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. 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. 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. Risk Factors – “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,” which is incorporated by reference into this Item 1C.
Cybersecurity Governance
The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company,
including security and technology risks and cybersecurity threats. 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.

28
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. 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. 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. The team provides regular reports to senior management
and other relevant teams on various cybersecurity threats, assessments, and findings.
Item 2. Properties.
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.
We lease our offices from third parties on market terms and, in some cases following an acquisition, through transition
services agreements with the applicable seller.
Item 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 Safety Disclosures.
None.

29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information for Common Stock and Holders of Record
Our common stock has been listed on the New York Stock Exchange since April 28, 2017 and trades under the
symbol “EEX”. The approximate number of record holders of our common stock on March 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.
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. 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. 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. 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.
The 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.
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. 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. 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.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Liquidity and Capital Resources—Dividend Policy.”

30
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.
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. 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.
(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.
(4) Digital Information Services & Research Peers include Gartner, Inc., IHS Markit Ltd., John Wiley & Sons,
Inc. and Nielsen Holdings plc.
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. This financial data should be read in conjunction with the consolidated financial statements, related notes,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial
information appearing elsewhere in this Annual Report on Form 10-K.
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.

31
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

32
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. 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. Financial data for the year ended December 31, 2021 includes
the results of MJBiz since its acquisition on December 31, 2021 and Sue Bryce Education and the Portrait
Masters since its acquisition on April 1, 2021. 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.
(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. 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.
(3)
The goodwill impairments for the year ended December 31, 2022 represent a non-cash impairment charge
of $6.3 million in connection with the interim January 31, 2022 testing of goodwill for impairment. The
goodwill impairments for the year ended December 31, 2021, represent a non-cash impairment charge of
$7.2 million in connection with our annual October 31 testing of goodwill for impairment. The goodwill
impairments for the year ended December 31, 2020, represent a non-cash impairment charge of $588.2
million in connection with the interim March 31, 2020 testing of goodwill for impairment and a non-cash
impairment charge of $15.2 million for goodwill in connection with our annual October 31 testing of
goodwill for impairment. 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. No intangible asset impairments were recorded for the year ended December 31, 2023.
(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.

33
(6)
During the year ended December 31, 2020, we received proceeds of $373.3 million, net of fees and
expenses of $17.2 million, from the sale of redeemable convertible preferred stock to Onex in the Initial
Private Placement (as defined below) and net proceeds of approximately $9.7 million pursuant to the
Rights Offering. We used $50.0 million of the net proceeds from the sale of redeemable convertible
preferred stock to repay outstanding debt under the Amended and Restated Revolving Credit Facility and
used the remaining proceeds for general corporate purposes, including organic and acquisition growth
initiatives. 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. 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. 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, 2020, total assets
included goodwill of $404.3 million and intangible assets, net, of $275.0 million.
(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. 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. 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 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. 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.

34
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. The
information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial
statements included elsewhere in this Annual Report on Form 10-K and, in our opinion, includes all adjustments,
consisting only of normal recurring adjustments, necessary for the fair statement of the results of operations for these
periods. This information should be read in conjunction with our consolidated financial statements and related notes
included elsewhere in this Annual Report on Form 10-K. These quarterly results are not necessarily indicative of our
operating results for a full year or any future period.
Quarter 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
$
—
$
—
$
—
$
—
$
—
$
—

35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis of the financial condition and results of our operations should be read in
conjunction with “Item 6. Selected Financial and Operating Data” and our consolidated financial statements and
related notes of Emerald Holding, Inc. included in Item 15 of this Annual Report on Form 10-K. You should review
the “Item 1A. Risk Factors” section of this filing for a discussion of important factors that could cause actual results
to differ materially from the results described in or implied by any forward-looking statements contained in the
following discussion and analysis.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between
2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included
in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2023.
Recent Events
Dividend
On February 25, 2025, Emerald’s board of directors declared a dividend for the quarter ending March 31, 2025
of $0.015 per share payable on March 20, 2025 to holders of record of Emerald’s common stock on March 10, 2025.
2025 Refinancing Transactions
On January 30, 2025, Emerald X, Inc. (“Emerald X”), a wholly-owned subsidiary of the Company, entered into
new senior secured credit facilities (the “Second Amended and Restated Senior Secured Credit Facilities”) with a
syndicate of lenders and Bank of America, N.A., as administrative agent, providing for (i) a seven-year $515.0 million
senior secured term loan facility (the “Second Amended and Restated Term Loan Facility”), scheduled to mature on
January 30, 2032 and (ii) a $110.0 million senior secured revolving credit facility (the “Second Amended and Restated
Revolving Credit Facility”), scheduled to mature on January 30, 2030. A portion of the proceeds of the Second
Amended and Restated Term Loan Facility were used to refinance all existing loans outstanding under Emerald X’s
previous Amended and Restated Senior Secured Credit Facilities (the “Amended and Restated Senior Secured Credit
Facilities”), and to pay costs and expenses in connection with the refinancing. The balance of the proceeds of the
Second Amended and Restated Term Loan Facility remained on the balance sheet of Emerald X and may be used
from time to time for general business purposes, including the financing of acquisitions. The Second Amended and
Restated Revolving Credit Facility was not drawn and may be used from time to time for general business purposes,
including the financing of acquisitions.
For more information regarding these refinancing transactions (the “2025 Refinancing Transactions”) and the
senior secured credit facilities in effect during the periods covered by this Management’s Discussion and Analysis,
see “– Liquidity and Capital Resources – Long-Term Debt” and Note 7, Debt, to the audited financial statements
included elsewhere in this Annual Report on Form 10-K.
Acquisitions
We completed the following acquisitions in 2025:
•
JD Events LLC (“Plant Based World”) — On January 8, 2025, we acquired all of the assets of Plant
Based World. Plant Based World produces live events for food service professionals, retailers,
distributors, buyers, wholesalers and investors within the global food system.
•
This is Beyond Limited (“This is Beyond”) — On March 13, 2025, we signed an agreement to acquire
This is Beyond. This is Beyond produces invitation-only trade events for the entertainment travel industry.
We expect to close the transaction during the second quarter of fiscal year 2025, subject to the satisfaction
of customary closing conditions.
•
Insurtech Insights Limited (“Insurtech”) — On March 13, 2025, we acquired Insurtech. Insurtech
produces live events and webinars for the insurance technology community.

36
Overview and Background
Emerald is a leading operator of business-to-business trade shows principally in the United States, with
expanding operations in the U.K. and international markets. Leveraging our shows as key market-driven platforms,
we combine our events with effective industry insights, digital tools, and data-focused solutions to create uniquely
rich experiences. Emerald strives to build its customers’ businesses by creating opportunities that deliver tangible
results.
All of our trade show franchises typically hold market-leading positions within their respective industry
verticals, with significant brand value established over a long period of time. Each of our shows is scheduled to stage
at least annually, with certain franchises offering multiple editions per year. As our shows are frequently the largest
and most well attended in their respective industry, 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
attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of
our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs,
source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with
industry peers, which we believe are factors that make our shows difficult to replace with non-face-to-face events.
Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.
In addition to organizing our trade shows, conferences and other events, we also operate content and content-
marketing websites, related digital products, and produce publications, each of which is aligned with a specific sector
for which we organize an event. We also offer business-to-business commerce and digital merchandising solutions,
serving the needs of manufacturers and retailers, through our Elastic Suite platform. In addition to their respective
revenues, these products complement our live events and provide us year-round channels of customer acquisition and
development.
Organic Growth Drivers
We are primarily focused on generating organic growth by understanding and leveraging the drivers for
increased exhibitor and attendee participation at trade shows and providing year-round services that provide
incremental value to those customers. Creating new opportunities for exhibitors to influence their market, engage with
significant buyers, generate incremental sales and expand their brand’s awareness in their industry builds further
demand for exhibit space and strengthens the value proposition of a trade show, which generally allows us to modestly
increase booth space pricing annually across our portfolio. At the same time, our trade shows provide attendees with
the opportunity to enhance their industry connectivity, develop relationships with targeted suppliers and distributors,
discover new products, learn about new industry developments, celebrate their industry’s achievements and, in certain
cases, obtain continuing professional education credits, which we believe increases their propensity to return and,
consequently, drives high recurring participation among our exhibitors. 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.
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. Historically, we have completed acquisitions at earnings before interest,
taxes, depreciation, and amortization (“EBITDA”) purchase multiples that are typically in the mid-to-high single
digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-
lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax
assets. In the future, we intend to look for acquisitions with similarly attractive valuation multiples.

37
Transactions Affecting Recent Periods
Acquisitions
We completed the following acquisitions during the periods presented in this Management’s Discussion and
Analysis of Financial Condition and Results of Operations:
•
Lodestone Events (“Lodestone”) — On January 10, 2023, we acquired substantially all of the assets of
Lodestone. 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. HI operates 15 events in the hospitality, food service and healthcare and senior living space.
•
Futurist — On May 7, 2024, we acquired all of the assets of the Blockchain Futurist Conference and its
associated experiences.
•
Over the Pond Media (“Glamping Americas”) — On August 5, 2024, we acquired all of the assets of
Glamping Americas. Glamping Americas produces the only glamping industry event in the Americas.
•
GRC World Forums Limited (“GRC”) — On August 5, 2024, we acquired GRC. GRC produces in-
person events and livestream experiences in the governance, risk management and compliance business
sectors.
Redeemable Preferred Stock
Mandatory Conversion of Preferred Stock
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. 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. 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.
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. The Company’s board of directors approved the payment in cash of a dividend on
the Company’s redeemable convertible preferred stock (such dividend, the “Preferred Stock Cash Dividend”) for each
of the periods ending March 31, 2024, December 31, 2023 and September 30, 2023, and the Company paid Preferred
Stock Cash Dividends for a total of $8.6 million, or $0.12 per share, respectively, in such periods. As a result of the
mandatory conversion on the Conversion Date, the dividends that accrued in the period since the March 31, 2024
Preferred Stock Cash Dividend were settled in stock as a result of the mandatory conversion on May 2, 2024.
During the year ended December 31, 2024, the Company recorded no accretion with respect to the redeemable
convertible preferred stock due to the payment of the Preferred Cash Dividend. During the year ended December 31,
2023, the Company recorded accretion of $16.7 million with respect to the redeemable convertible preferred stock,
bringing the aggregate liquidation preference to $492.6 million as of December 31, 2023.
Trends and Other Factors Affecting Our Business
There are a number of existing and developing factors and trends which impact the performance of our business,
and the comparability of our results from year to year and from quarter to quarter, including:

38
•
Market Fragmentation — The trade show industry is highly fragmented, with the four largest companies,
including Emerald, comprising only 8% of the wider U.S. market according to the International Globex
Report 2023. This has afforded us the opportunity to acquire other trade show businesses, a growth
opportunity we expect to continue pursuing. These acquisitions may affect our growth trends, impacting
the comparability of our financial results on a year-over-year basis.
•
Overall Economic Environment and Industry Sector Cyclicality — Our results of operations are
correlated, in part, with the economic performance of the industry sectors that our trade shows serve, as
well as the state of the overall economy, which may be affected by factors such as inflation and supply
chain interruption. Overall economic conditions and inflationary pressure may also affect exhibitors’ or
attendees’ willingness or ability to travel to attend our in-person events.
•
Increases in Inflation and Interest Rates — Heightened levels of inflation present risk for us in terms of
increased labor costs, venue costs and other expenses that may not be able to be passed on to customers
through increased pricing. 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. This lag time can result in a counter-cyclical impact
on our results of operations.
•
Variability in Quarterly Results — Our business is seasonal, with trade show revenues typically reaching
their highest levels during the first and fourth quarters of each calendar year, entirely due to the timing of
our trade shows. This seasonality is typical within the trade show industry. However, as a result of outside
circumstances such as cancellations or interruptions resulting from natural or manmade disasters,
including severe weather events or outbreaks of communicable diseases (e.g., COVID-19), future results
may not align with this historical trend. Since event revenue is recognized when a particular event is held,
we may also experience fluctuations in quarterly revenue and cash flows based on the movement of annual
trade show dates from one quarter to another. Our presentation of Adjusted EBITDA and Organic revenue
accounts for these quarterly movements and the timing of shows, where applicable and material.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. 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.
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, which represent our three
operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events.
Neither of the remaining two operating segments meets the quantitative thresholds to be considered a reportable
segment and are included in the “All Other” category. In addition, we have a “Corporate-Level Activities” category
consisting of finance, legal, information technology and administrative functions. Prior year disclosures below have
been updated to reflect the new reportable segment structure described in Note 18, Segment Information.
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.

39
•
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. Each of the operating segments in the All Other category do not meet the criteria to
be a separate reportable segment.
•
Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and
administrative functions.
Revenues
We generate revenues primarily from selling trade show exhibit space to exhibitors on a per square foot basis.
Other trade show revenue streams include conferences, sponsorships, ancillary exhibition fees and attendee
registration fees. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show.
Fees are typically invoiced and collected in full prior to the trade show or event. Additionally, we generate revenue
through digital media and print publications that complement our trade shows. We also engage third-party sales agents
to support our marketing efforts. Other marketing service revenue contracts are invoiced and recognized in the period
the advertising services are delivered. Typically, the fees we charge are collected after the publications are issued.
We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in
our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii)
discontinued events and (iii) material show scheduling adjustments. We disclose changes in 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. Management and our board of directors evaluate changes in
Organic revenue to understand underlying revenue trends of its events. Organic revenue is not defined under GAAP,
and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute
for analyzing our results as reported under GAAP. Some of these limitations include that Organic revenue reflects
certain adjustments that we consider not to be indicative of our ongoing operating performance. Because not all
companies use identical calculations, our presentation of Organic revenue may not be comparable to other 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.
The most directly comparable GAAP measure to Organic revenue is revenues. For a reconciliation of Organic
revenues to revenues as reported, see Footnote 5 to the table under the heading “Results of Operations—Comparison
of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.”
Other Income
We maintain event cancellation insurance to protect against losses due the unavoidable cancellation,
postponement, relocation and enforced reduced attendance at events due to certain covered causes, including losses
caused by natural disasters, such as hurricanes. For example, in October 2024, we canceled the remainder of a trade
show in Florida due to adverse weather caused by Hurricane Milton after the show had commenced and some attendees
had arrived. 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. Our Other
Income is primarily comprised of received or confirmed event cancellation insurance claim and insurance litigation
settlement proceeds. See “Risk Factors—Risks Relating to our Business and Operations—We face risks associated
with event cancellations or other interruptions to our business, which our insurance may not fully cover.”

40
Cost of Revenues
•
Decorating Expenses. We work with general service contractors to both set up communal areas of our
trade shows and provide services to our exhibitors, who primarily contract directly with the general service
contractors. We will usually select a single general service contractor for an entire show, although it is
possible to bid out packages of work within a single show on a piecemeal basis to different task-specific
specialists. 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. We often enter into long-term sponsorship agreements with industry trade associations
whereby the industry trade association endorses and markets the show to its members in exchange for a
percentage of the show’s revenue. 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. Venue costs represent rental costs for the venues, usually convention centers or hotels, where
we host our trade shows. Given that convention centers are typically owned by local governments who
have a vested interest in stimulating business activity in and attracting tourism to their cities, venue costs
typically represent a small percentage of our total cost of revenues. 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. Costs of other marketing services represent paper, printing, postage,
contributor and other costs related to digital media and print publications. 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. Other event-related costs include temporary labor for services such as
security, shuttle buses, speaker fees, food and beverage expenses and event cancellation insurance. 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. Labor costs represent the cost of employees who are involved in sales, marketing, planning
and administrative activities. The actual on-site set-up of the events is contracted out to third-party vendors
and is included in cost of revenues. 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. Miscellaneous expenses are comprised of a variety of other expenses, including
advertising and marketing costs, promotion costs, credit card fees, travel expenses, printing costs, office
supplies and office rental expense. Direct trade show costs are recorded in cost of revenues. All other
costs are recorded in selling, general and administrative expenses. 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.
Interest Expense
Interest expense principally represents interest payments and certain other fees paid to lenders under our
Amended and Restated Senior Secured Credit Facilities (as amended, for the portion of the year ended December 31,
2023 after the Term Loan Amendment Effective Date, by the Term Loan Amendment). Interest expense for the year
ended December 31, 2022, and for the portion of 2023 prior to the Term Loan Amendment Effective Date (as defined
in Note 7, Debt, to the audited financial statements included elsewhere in this Annual Report on Form 10-K),
principally represented interest paid in respect of our Amended and Restated Senior Secured Credit Facilities (as
amended and in effect during the applicable period).

41
Depreciation and Amortization
We have historically grown our business through acquisitions and, in doing so, have acquired significant
intangible assets, the value of some of which is amortized over time. These acquired intangible assets, unless
determined to be indefinite-lived, are amortized over extended periods of three to thirty years from the date of each
acquisition for reporting under accounting principles generally accepted in the United States of America (“GAAP”)
purposes, or fifteen years for tax purposes. This amortization expense reduces our taxable income. 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.
Income Taxes
Income tax expense consists of U.S. federal, state, local and foreign taxes based on income in the jurisdictions
in which we operate.
We record deferred tax charges or benefits primarily associated with our utilization or generation of net
operating loss carryforwards and book-to-tax differences related to amortization of goodwill, amortization of
intangible assets, depreciation, stock-based compensation charges, 163(j) interest expense limitation and deferred
financing costs.
Cash Flow Model
We typically have favorable cash flow characteristics, as described below (see “Liquidity and Capital
Resources—Cash Flows”), as a result of our high profit margins, low capital expenditures and consistent negative
working capital, excluding cash on hand. Our working capital, excluding cash on hand, is negative due to the fact that
our current assets are generally lower than our current liabilities. Current assets primarily include accounts receivable
and prepaid expenses, while current liabilities primarily include accounts payable and deferred revenues. Cash
received prior to an event is recorded as deferred revenue on our balance sheet and recognized as revenue upon
completion of each trade show. The implication of having negative working capital, excluding cash on hand, is that
changes in working capital represent a source of cash as our business grows. 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 primary driver for our negative working capital, excluding cash on hand, is the sales cycle for a trade show,
which typically begins during the twelve months prior to a show. In the interim period between the current show and
the following show, we continue to sell to new and past exhibitors and collect payments on contracted exhibit space.
Our exhibitors pay in full in advance of each trade show, whereas the bulk of direct expenses are paid close to or after
the show. Cash deposits start to be received as early as twelve months prior to a show taking place and the balance of
booth space fees are typically received in cash one month prior to a show taking place. This highly efficient cash flow
model, where cash is received in advance of expenses to be paid, creates a working capital benefit.
Free Cash Flow
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, paying of dividends, repurchasing of shares of our common stock and strategic
initiatives, including investing in our business and making strategic acquisitions.
Free Cash Flow is a supplemental non-GAAP financial measure of liquidity and is not based on any standardized
methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to net
cash provided by operating activities or other measures determined in accordance with GAAP. Also, Free Cash Flow
is not necessarily comparable to similarly titled measures used by other companies.
The most directly comparable GAAP measure to Free Cash Flow is net cash provided by operating activities.
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.”

42
Adjusted EBITDA
Adjusted EBITDA is a key measure of our performance. We define Adjusted EBITDA as net income (loss)
before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible
asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue
adjustment and (viii) other items that we believe are not part of our core operations. We 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.
Management and our board of directors use Adjusted EBITDA to assess our financial performance and believe
it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of
management, while other performance metrics can differ significantly depending on long-term strategic decisions
regarding capital structure, the tax jurisdictions in which we operate and capital investments. 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. Some
of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash
adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies
use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled
measures used by other companies.
The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss). 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.
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%

43
(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 included in selling, general and administrative expenses for each of the years ended
December 31, 2024 and 2023 were stock-based compensation expenses of $5.8 million and $7.8 million,
respectively.
(2)
Intangible asset impairments for the year ended December 31, 2024 included non-cash impairments of
$7.3 million for certain definite-lived and indefinite-lived trade name intangible assets in connection with
our interim and annual impairment assessments. 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. 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. Also, Adjusted EBITDA is
not necessarily comparable to similarly titled measures presented by other companies.
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. 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. Management and our board of directors use Adjusted EBITDA to assess our financial
performance and believe it is helpful in highlighting trends because it excludes the results of decisions
that are outside the control of our management, while other performance metrics can differ significantly
depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we
operate and capital investments. 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. Some of these limitations include that Adjusted EBITDA
excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be
indicative of our ongoing operative performance. Because not all companies use identical calculations,
our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by
other companies.
Year Ended December 31,
2024
2023
(unaudited)
(dollars in millions)
Net income (loss)
$
2.2
$
(8.2)
Add (deduct):
Interest expense, net
39.3
35.1
Loss on extinguishment of debt
—
2.3
Provision for income taxes
5.3
5.3
Intangible asset impairments(a)
7.3
—
Depreciation and amortization expense
28.3
45.0
Stock-based compensation expense(b)
5.8
7.8
Other items(c)
13.5
10.5
Adjusted EBITDA
$
101.7
$
97.8
Deduct:
Event cancellation insurance proceeds
1.5
2.8
Adjusted EBITDA excluding event cancellation insurance proceeds
$
100.2
$
95.0
(a)
Represents the non-cash intangible asset impairments described in Footnote 2 above.

44
(b)
Represents costs related to stock-based compensation associated with certain employees’ participation
in the 2013 Stock Option Plan (“2013 Plan”), the 2017 Omnibus Equity Plan (the “2017 Plan”) and the
2019 Employee Stock Purchase Plan (the “ESPP”).
(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. 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.
(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. Free Cash Flow is a supplemental non-GAAP financial measure of liquidity and is not based
on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in
isolation or as an alternative to cash flows from operating activities or other measures determined in
accordance with GAAP. Also, Free Cash Flow is not necessarily comparable to similarly titled measures
used by other companies.
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. Our management and board of
directors evaluate changes in Organic revenue to understand underlying revenue trends of its events. Our
presentation of Organic revenue adjusts revenue for (i) acquisition revenue and (ii) scheduling
adjustments.
Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any
standardized methodology prescribed by GAAP. 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.
Year
Ended December 31,
Change
2024
2023
$
%
(unaudited)
(dollars in millions)
Revenues
$
398.8
$
382.8
$
16.0
4.2%
Add (deduct):
Acquisition revenues
(13.5)
—
Hurricane related event cancellation
—
(0.6)
Discontinued events
—
(18.2)
Organic revenue
$
385.3
$
364.0
$
21.3
5.9%

45
Revenues
Total revenues of $398.8 million for the year ended December 31, 2024 increased $16.0 million, or 4.2%, from
$382.8 million for the year ended December 31, 2023. 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. 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. See “Connections Segment–Cost of Revenues,” and “All Other Category–Cost of Revenues” below
for a discussion of the factors contributing to the changes in total cost of revenues.
Selling, General and Administrative Expenses
Total selling, general and administrative expenses consist primarily of compensation and employee-related
costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information
technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs. 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. See “Connections Segment–Selling, General and
Administrative Expenses”, “All Other Category–Selling, General and Administrative Expenses” and “Corporate–
Selling, General and Administrative Expenses” below for a discussion of the factors contributing to the changes in
total selling, general and administrative expenses.
Depreciation and Amortization Expense
Total depreciation and amortization expense of $28.3 million for the year ended December 31, 2024 decreased
$16.7 million, or 37.1%, from $45.0 million for the year ended December 31, 2023. See “Connections Segment–
Depreciation and Amortization Expense,” “All Other Category–Depreciation and Amortization Expense” and
“Corporate–Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes
in total depreciation and amortization expense.
Intangible Asset Impairments
As a result of the identification of an interim impairment trigger for two of our indefinite-lived intangible assets
during the third quarter of 2024, we performed an interim impairment assessment and recorded non-cash impairment
charges of $6.3 million for certain of our indefinite-lived trade name intangible assets.
As a result of our annual impairment assessment as of October 31, 2024, we recorded a non-cash impairment
charge of $1.0 million, which included non-cash impairment charges of $0.4 million and $0.6 million for certain
definite-lived and indefinite-lived trade name intangible assets, respectively. There were no intangible asset
impairment charges recorded during the year ended December 31, 2023. See “Connections Segment–Intangible Asset
Impairments,” below for further discussion of total intangible asset impairments.
Interest Expense
Total interest expense of $47.8 million for the year ended December 31, 2024 increased $4.5 million, or 10.4%,
from $43.3 million for the year ended December 31, 2023. See “Corporate–Interest Expense” below for a discussion
of the factors contributing to the changes in total interest expense.

46
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. See “Corporate–Interest Income” below for a discussion of
the factors contributing to the changes in total interest income.
Adjusted EBITDA
Total Adjusted EBITDA of $101.7 million for the year ended December 31, 2024 increased $3.9 million, or
4.0%, from $97.8 million for the year ended December 31, 2023. The increase in Adjusted EBITDA was primarily
attributable to cost management and the discontinuation of several small, non-core and unprofitable events.
Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of
our presentation of Adjusted EBITDA, 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.”
Connections Segment
Year Ended December 31,
2024
2023
Variance $
Variance %
(dollars in millions)
Revenues
$
355.1
$
340.2
$
14.9
4.4%
Other income, net
1.5
2.8
(1.3)
(46.4)%
Cost of revenues
136.6
128.0
8.6
6.7%
Selling, general and administrative expenses
78.0
79.4
(1.4)
(1.8)%
Depreciation and amortization expense
17.0
34.8
(17.8)
(51.1)%
Intangible asset impairments
7.3
—
7.3
NM
Operating income
$
117.7
$
100.8
$
16.9
16.8%
Revenues
During the year ended December 31, 2024, revenues for the Connections reportable segment of $355.1 million
increased by $14.9 million, or 4.4% from $340.2 million for the year ended December 31, 2023. The primary driver
of the increase was organic revenue growth of $20.2 million, or 6.3%, from $321.4 million in fiscal year 2023 to
$341.6 million in the current year. This growth was primarily comprised of a recurring revenues increase of $17.3
million, or 5.4%, to $338.8 million in the current year from $321.5 million in fiscal year 2023 and $2.8 million from
new event launches in the current year. Acquisitions generated incremental revenues of $13.5 million during fiscal
year 2024. These increases were partially offset by $18.2 million in prior year revenues from discontinued events and
$0.6 million from an event cancelled in the current year due to a hurricane.
Other Income, net
Other income, net of $1.5 million and $2.8 million was recorded for the Connections reportable segment related
to business interruption insurance proceeds during the years ended December 31, 2024 and 2023, respectively. Of the
$1.5 million of other income, net, for the Connections reportable segment for the year ended December 31, 2024, $1.0
million was received during the year and $0.5 million was in the first quarter of fiscal year 2025. All of the $2.8
million of other income, net, for the Connections reportable segment was received during the year ended December 31,
2023.
Cost of Revenues
During the year ended December 31, 2024, cost of revenues for the Connections reportable segment increased
$8.6 million, or 6.7%, to $136.6 million from $128.0 million for the year ended December 31, 2023. 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. Acquisitions generated incremental cost of revenues of $7.0 million during fiscal year
2024. These increases were partially offset by a decrease of $13.2 million from prior year cost of revenues relating to
discontinued events and $0.5 million from an event cancelled in the current year due to a hurricane.

47
Selling, General and Administrative Expenses
During the year ended December 31, 2024 selling, general and administrative expenses for the Connections
reportable segment decreased $1.4 million, or 1.8%, to $78.0 million from $79.4 million for the comparable period in
2023. The decrease was primarily attributable to lower salary and benefits expense offset by incremental expense from
the acquisitions of HI, The Futurist, Glamping Americas and GRC World Forums.
Depreciation and Amortization Expense
Depreciation and amortization expense attributable to the Connections reportable segment of $17.0 million for
the year ended December 31, 2024 decreased $17.8 million, or 51.1%, from $34.8 million for the year ended
December 31, 2023. 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.
Intangible Asset Impairments
In connection with the identification of an interim impairment trigger during the third quarter of 2024 as
described above, we recorded non-cash impairment charges of $6.3 million for certain indefinite-lived trade name
intangible assets under the Connections reportable segment. As a result of the annual impairment assessment as of
October 31, 2024 as described above, we recorded non-cash impairment charges of $1.0 million, comprised of $0.6
million for certain indefinite-lived trade name intangible assets and $0.4 million for certain definite-lived trade name
intangible assets under the Connections reportable segment. 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.
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 in
revenues was comprised of a $1.8 million, or 9.4%, increase in commerce revenues to $20.9 million in the current
year from $19.1 million in fiscal year 2023, primarily related to the continued growth of the Elastic Suite e-commerce
business, partially offset by a $0.7 million, or 3.0%, decrease in content revenues to $22.8 million in the current year
from $23.5 million in fiscal year 2023. The decrease in content revenues was attributable to lower print and digital
advertising revenues.
Cost of Revenues
During the year ended December 31, 2024, cost of revenues attributable to the All Other category increased
$1.3 million, or 13.5%, to $10.9 million from $9.6 million for the year ended December 31, 2023. Content cost of
revenues increased $0.9 million, or 19.1%, to $5.6 million primarily due to higher barter cost of revenues. Commerce
cost of revenues increased $0.4 million, or 8.2%, to $5.3 million primarily due to higher software maintenance
expense.

48
Selling, General and Administrative Expenses
During the year ended December 31, 2024, selling, general and administrative expenses for the All Other
category of $26.7 million decreased by $2.7 million, or 9.2%, from $29.4 million for the year ended December 31,
2023. 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
increase was due to higher amortization of software development costs related to our commerce business.
Corporate
Year Ended December 31,
2024
2023
Variance $
Variance %
(dollars in millions)
Selling, general and administrative expenses
$
65.7
$
59.5
$
6.2
10.4%
Depreciation and amortization expense
3.2
3.0
0.2
6.7%
Total operating expenses
$
(68.9) $
(62.5) $
(6.4)
10.2%
Selling, General and Administrative Expenses
During the year ended December 31, 2024, selling, general and administrative expenses of $65.7 million for the
Corporate category increased by $6.2 million, or 10.4%, from $59.5 million for the year ended December 31, 2023.
The increase in selling, general and administrative expense was primarily driven by a $4.5 million increase in other
compensation expense as well as higher transition and acquisition related expenses and lower non-cash gains related
to the remeasurement of contingent consideration liabilities. The decreases were offset by lower general business
insurance expenses.
Depreciation and Amortization Expense
Depreciation and amortization expense relating to the Corporate category of $3.2 million for the year ended
December 31, 2024 increased $0.2 million, or 6.7%, from $3.0 million for the year ended December 31, 2023. The
increase was related to higher corporate software amortization in the current year.
Interest Expense; Interest Income; Provision for Income Taxes; Net Income / (Loss) and Comprehensive Income
/ ( Loss)
Interest Expense
Interest expense of $47.8 million for the year ended December 31, 2024 increased $4.5 million, or 10.4%, from
$43.3 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 in
effect during the periods presented, for which the average rate during 2024 was 10.27%, compared to 8.98% during
2023.
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. The increase was primarily attributable to rising interest rates in fiscal
2023 and 2024.

49
Provision for Income Taxes
For each of the years ended December 31, 2024 and 2023, we recorded a provision for income taxes of $5.3
million. The tax provision position in 2024 was primarily attributable to a higher unrecognized tax benefit and
operating income position while the tax provision position in 2023 was primarily attributable to Section 163(j) interest
expense limitation in the prior year.
Net Income (Loss) and Comprehensive Income (Loss)
Net income and comprehensive income of $2.2 million for the year ended December 31, 2024 increased $10.4
million from net loss and comprehensive loss of $8.2 million for the year ended December 31, 2023. The key drivers
of the increase were higher revenues and lower depreciation and amortization expenses offset in part by higher cost
of revenues, intangible asset impairments and higher interest expense, net during fiscal 2024.
Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of
its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual
obligations. We consider liquidity in terms of cash flows from operations and their sufficiency to fund our operating
and investing activities.
As of December 31, 2024, we had $402.7 million of term loan borrowings outstanding under the Amended and
Restated Senior Secured Credit Facilities as then in effect, which was recorded net of unamortized discount of $5.6
million, and net of unamortized deferred financing fees of $0.9 million. Borrowings under the Second Amended and
Restated Senior Secured Credit Facilities, which Emerald X entered into in connection with the 2025 Refinancing
Transactions, are subject to mandatory prepayments under specified circumstances, including 50% of Excess Cash
Flow, subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100%
of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain
reinvestment rights), subject to step-downs to 50% and 0% at certain leverage-based thresholds. 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.
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.
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. 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. 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.
Our business is conducted through our subsidiaries. Dividends, distributions and other payments from, and cash
generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay
dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions
of funds from our subsidiaries. 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. 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.”

50
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. 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. 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. 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. 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.
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. During the year ended December 31,
2023, we repurchased an aggregate of 5,064,140 shares of common stock for $16.9 million under the repurchase
program as then in effect.
On October 29, 2024, our Board approved the extension and expansion of the share repurchase program, which
allows for the repurchase of $25.0 million of our Common Stock through December 31, 2025, subject to early
termination or extension by the Board. The share repurchase program may be suspended or discontinued at any time
without notice. There is no minimum number of shares that we are required to repurchase. Shares may be purchased
from time to time in the open market, 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. 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. There was $17.6 million remaining available for share repurchases
under the share repurchase program as of December 31, 2024.
During the year ended December 31, 2023, we repurchased an aggregate of 5,064,140 shares of common stock
for $16.9 million under the repurchase program as then in effect.
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. However, Emerald’s renewed event cancellation insurance policies for the policy years beginning in 2022
do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-
19. In addition, coverage for each of our event cancellation insurance policies extends to include additional
promotional and marketing expenses necessarily incurred by us should a covered loss occur. These policies also
include a terrorism endorsement covering an act of terrorism and/or threat of terrorism directed at the insured event
or within the United States or its territories. The aggregate limit for our renewed 2024 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 2024 and Surf Expo Summer 2024 shows, with a coverage limit of approximately $7.6 million
and $7.8 million, respectively.

51
During the first quarter of fiscal year 2024, we received business interruption insurance proceeds of $1.0 million
from our insurance carrier. 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 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.
On August 3, 2022, we reached an agreement to settle outstanding insurance litigation relating to event
cancellation insurance for proceeds of $148.6 million. During the 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. For the year ended
December 31, 2024, $1.0 million was received during the year and $0.5 million was received in the first quarter of
fiscal year 2025. For the years ended December 31, 2023 and 2022, all such amounts were received during the
respective periods in which they were recorded.
Cash Flows
The following table summarizes the changes to our cash flows for the periods presented:
Year Ended December 31,
2024
2023
(unaudited)
(dollars in millions)
Statement of Cash Flows Data
Net cash provided by operating activities
$
46.8
$
40.3
Net cash used in investing activities
$
(25.0)
$
(21.0)
Net cash used in financing activities
$
(31.2)
$
(54.2)
Operating Activities
Operating activities consist primarily of net income (loss) adjusted for non-cash items that include goodwill and
intangible asset impairments, depreciation and amortization, deferred income taxes, amortization of deferred financing
fees and debt discount, share-based compensation, plus the effect of changes during the period in our working capital.
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. The increase was primarily due to a $10.4
million increase in net income (loss) to net income of $2.2 million in fiscal year 2024 from net loss of $8.2 million in
fiscal year 2023 as well as lower cash used for working capital of $7.9 million during 2024. The decrease in cash used
for working capital was primarily due to an increase in cash inflows from accounts receivable and a decrease in
outflows from accounts payable and other current liabilities, income taxes payable and operating lease liabilities, offset
by lower cash inflows from deferred revenues. These increases to cash provided by operating activities were partly
offset by a $11.8 million decrease in non-cash adjustments to net income in 2024. The decrease in non-cash
adjustments to net income was primarily attributable to a $16.7 million decrease in depreciation and amortization
expense and a $2.3 million decrease in loss on extinguishment of debt offset by a $7.3 million increase in intangible
asset impairment.
Investing Activities
Investing activities generally consist of business acquisitions and purchases of other productive assets,
investments in information technology and capital expenditures to furnish or upgrade our offices.
Net cash used in investing activities for the year ended December 31, 2024 increased $4.0 million to $25.0
million from $21.0 million during the year ended December 31, 2023. 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. In addition, the Company’s purchases of property, plant and equipment
increased by $0.7 million during the year ended December 31, 2024. These increases in cashed used for investing
activities were offset by a $2.4 million decrease in purchases of intangible assets, from $10.9 million in the year ended
December 31, 2023 to $8.5 million in the year ended December 31, 2024.

52
Financing Activities
Financing activities primarily consist of payment of the preferred and common stock dividends, borrowing and
repayments on our debt, common stock repurchases and proceeds from the issuance of common stock associated with
stock option exercises.
Net cash used in financing activities for the year ended December 31, 2024 was $31.2 million, comprised of
$13.8 million in share repurchases associated with our share repurchase programs, payment of an aggregate of $8.6
million of cash dividends on our outstanding redeemable convertible preferred stock, payment of $6.1 million of cash
dividends on our common stock and $4.2 million in repayments of principal on the term loan portion of our Amended
and Restated Senior Secured Credit Facilities as then in effect. We also received $1.5 million in proceeds from
issuance of common stock under our equity plans.
Foreign Currency Risk
The Company has recently expanded its trade show footprint to encompass several international shows. The
Company may be exposed to foreign currency risk to the extent that it enters into transactions or collects revenue
related to these international shows denominated in currencies other than the U.S. dollar, the reporting currency of the
Company, as a result of exposure from fluctuating currency exchange rates. As the majority of the Company’s trade
shows are currently held in the United States and denominated in the U.S. dollar, management does not expect
significant exposure in the near term to foreign currency risk.
Free Cash Flow
Free Cash Flow of $37.0 million for the year ended December 31, 2024 increased $8.2 million, from $28.8
million for the year ended December 31, 2023.
Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our
presentation of Free Cash Flow, see Footnote 5 to the table under the heading “Results of Operations—Comparison
of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.”
Off-Balance Sheet Commitments
We are not party to, and do not typically enter into any, off-balance sheet arrangements.
Long-Term Debt
Second Amended and Restated Senior Secured Credit Facilities
On January 30, 2025, our wholly owned subsidiary, Emerald X, Inc. (“ Emerald X”) entered into the Second
Amended and Restated Senior Secured Credit Facilities with a syndicate of lenders and Bank of America, N.A., as
administrative agent, providing for (i) a seven-year $515.0 million Second Amended and Restated Term Loan Facility,
scheduled to mature on January 30, 2032 and (ii) a $110.0 million Second Amended and Restated Revolving Credit
Facility, scheduled to mature on January 30, 2030. A portion of the proceeds of the Second Amended and Restated
Term Loan Facility were used to refinance all existing loans outstanding under Emerald X’s previously existing
Amended and Restated Senior Secured Credit Facilities, and to pay costs and expenses in connection with the
refinancing. The balance of the proceeds of the Second Amended and Restated Term Loan Facility remained on the
balance sheet of Emerald X and may be used from time to time for general business purposes, including the financing
of acquisitions. The Second Amended and Restated Revolving Credit Facility was not drawn at the closing of the
refinancing and may be used from time to time for general business purposes, including the financing of acquisitions.
Rates 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%.

53
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.
The Second Amended and Restated Revolving Credit Facility is subject to payment of a commitment fee of
0.25% per annum, calculated on the unused portion of the facility, which may be increased to 0.375% if the Total First
Lien Net Leverage Ratio exceeds 3.00 to 1.00 and to 0.50% if the Total First Lien Net Leverage Ratio exceeds 3.50
to 1.00. 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.
Payments and Commitment Reductions
The Second Amended and Restated Term Loan Facility requires scheduled quarterly payments, each equal to
0.25% of the original principal amount of the loans made under the Second Amended and Restated Term Loan Facility
on January 30, 2025.
The Second Amended and Restated Senior Secured Credit Facilities require certain mandatory prepayments of
outstanding loans under the Second Amended and Restated Term Loan Facility, subject to certain exceptions and step-
downs, based on (i) a percentage of net cash proceeds of certain asset sales and casualty and condemnation events in
excess of certain thresholds (subject to certain reinvestment rights), (ii) net cash proceeds of any issuance of debt,
excluding permitted debt issuances and (iii) a percentage of Excess Cash Flow (as defined in the Second Amended
and Restated Senior Secured Credit Facilities) in excess of certain thresholds during a fiscal year.
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.
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.
In addition, the Second Amended and Restated Revolving Credit Facility contains a financial covenant requiring
Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio. This financial covenant is tested
quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the
Second Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit
and collateralized letters of credit) exceeds 35% of the total commitments thereunder.
Events of default under the Second Amended and Restated Senior Secured Credit Facilities include, among
others and subject to certain customary exceptions and limitations, nonpayment of principal when due; nonpayment
of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and
warranties; certain bankruptcy and insolvency events; material unsatisfied or unstayed judgments; certain ERISA
events; change of control; or actual or asserted invalidity of any guarantee or security document.

54
Previous Amended and Restated Senior Secured Credit Facilities
Prior to the completion of the 2025 Refinancing Transactions described above, Emerald X was a party to a
senior secured credit facility (the “Amended and Restated Senior Secured Credit Facilities”) entered into with a
syndicate of lenders and Bank of America, N.A., as administrative agent. The Amended and Restated Senior Secured
Credit Facilities provided for a term loan facility (the “Extended Term Loan Facility”) in the amount of approximately
$415.3 million, maturing on May 22, 2026, and a $110.0 million revolving credit facility. 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.
As of December 31, 2024, we were in compliance with the terms of the Amended and Restated Senior Secured
Credit Facilities. For more information regarding the Amended and Restated Senior Secured Credit Facilities as in
effect for the periods covered by this Management’s Discussion and Analysis, see Note 7, Debt, to the audited financial
statements included elsewhere in this Annual Report on Form 10-K.
Modifications to our Debt Agreements
We may, from time to time, repurchase or otherwise retire or extend our debt and/or take other steps to reduce
our debt, lower our interest payments or otherwise improve our financial position. These actions may include open
market debt repurchases, negotiated repurchases, other retirements of outstanding debt and/or opportunistic
refinancing, amendment or repricing of debt. The amount of debt that may be repurchased or otherwise retired or
refinanced, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with
debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open
market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue
to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in
our consolidated balance sheets.
Contractual Obligations and Commercial Commitments
The table below summarizes our contractual obligations as of December 31, 2024.
Payments Due By Period
Total
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
(dollars in millions)
Contractual obligations(1)
$
69.9
$
38.2
$
29.0
$
2.7
$
—
Long-term debt obligations(2)
409.2
4.2
405.0
—
—
Short-term debt obligations(3)
—
—
—
—
—
Operating lease obligations(4)
10.3
4.0
6.2
0.1
—
Interest on long-term debt obligations(5)
54.2
39.1
15.1
—
—
Totals:
$
543.6
$
85.5
$
455.3
$
2.8
$
—
(1)
We have entered into certain contractual obligations to secure trade show venues. 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.
(3)
Represents principal obligations with respect to revolving loan borrowings under the Amended and
Restated Senior Secured Credit Facilities as in effect on December 31, 2024.
(4)
We have entered into certain operating leases for real estate facilities. These agreements are not
unilaterally cancellable by us, are legally enforceable and specify fixed or minimum amounts of rents
payable at fixed or minimum prices.

55
(5)
Represents interest expense on term loan borrowings under the Amended and Restated Senior Secured
Credit Facilities using the interest rates in effect at December 31, 2024. Actual cash flows may differ
significantly due to changes in underlying estimates.
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. Since future events and their impact cannot be determined with absolute certainty, the actual results will
inevitably differ from our estimates.
We believe the application of our accounting policies, and the estimates inherently required therein, are
reasonable. Our accounting policies and estimates are reevaluated on an ongoing basis and adjustments are made when
facts and circumstances dictate a change.
The policies and estimates discussed below involve the selection or application of alternative accounting policies
that are material to our consolidated financial statements. With respect to critical accounting policies, even a relatively
minor variance between actual and expected experience can potentially have a materially favorable or unfavorable
impact on subsequent results of operations.
Our accounting policies are more fully described in Note 1, Description of Business and Summary of Significant
Accounting Policies, in the notes to our audited consolidated financial statements included elsewhere in this Annual
Report on Form 10-K. Our management has discussed the selection of these critical accounting policies and estimates
with members of our board of directors.
We have certain accounting policies that require more significant management judgment and estimates than
others. These include our accounting policies with respect to revenue recognition, goodwill and indefinite-lived
intangibles, definite-lived intangibles, share-based compensation and accounting for income taxes, which are more
fully described below.
Revenue Recognition and Allowance for Credit Losses
Connections
A significant portion of the Company’s annual revenue is generated from the Connections segment through the
production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees.
Revenue from the Company’s trade shows and other events is recognized in the period the trade show or other event
stages as the Company’s performance obligations have been satisfied. Exhibitors contract for their booth space and
sponsorships up to a year in advance of the trade show. 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. These revenues are recognized in the period in which the digital products are provided or publications are
issued or when the custom content is delivered to the customer. Typically, the fees charged are collected after the
digital products are provided, the publications are issued or the custom content is delivered. Content category revenues
generated approximately 6%, 6% and 8% of revenues for the years ended December 31, 2024, 2023 and 2022,
respectively.

56
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. Fees
associated with implementation are deferred and recognized over the expected customer life, which is four years.
Subscription revenue is generally recognized over the term of the contract. The Company’s contracts associated with
the subscription software and services are generally three-year terms with one-year renewals. Subscription software
and services revenues generated approximately 5%, 5% and 5% of revenues for the years ended December 31, 2024,
2023 and 2022, respectively.
Because we collect our booth space, sponsorship and attendee registration revenue prior to the trade show
staging, we do not incur substantial bad debt expense, or have exposure to credit losses with relation to these revenue
streams. Bad debt expense is recognized in the consolidated statements of (loss) income and comprehensive (loss)
income as selling, general and administrative expense. Accounts receivable are presented on the face of the
consolidated balance sheet, net of an allowance for credit losses in 2024 and 2023.
Barter Transactions
The Company has barter transactions in which the Company provides booth space, sponsorship or advertising
in exchange for promotional, advertising, marketing or other services in the ordinary course of business. The
transaction price for these contracts is measured on the standalone selling price of the booth space, sponsorship or
advertising promised to the customer, unless there is no standalone selling price, in which case the non-cash
consideration received is based on management’s estimated fair value. Revenues from barter transactions are
recognized during the period in which the advertisements are run or when an event stages and are included in
consolidated revenues in the consolidated statements of (loss) income and comprehensive (loss) income. Barter
transaction costs are recorded upon receipt and usage of the advertising and services, as applicable, and are reflected
as cost of revenues in the consolidated statements of (loss) income and comprehensive (loss) income. For the years
ended December 31, 2024, 2023 and 2022, the Company recognized barter revenues of $18.8 million, $7.0 million
and $1.2 million, respectively. Barter transaction costs totaled $18.8 million, $7.0 million and $1.2 million for the
years ended December 31, 2024, 2023 and 2022, respectively.
Business Combinations
Upon acquisition of a new business, management prepares a purchase price allocation to record the acquired
entity’s tangible and intangible assets and liabilities. The goodwill recorded reflects the future cash flow expectations
for the acquired businesses’ market positions in their respective industries, synergies and assembled workforce. The
fair values of acquired customer-relationship intangibles are estimated using a discounted cash flow analysis. The
significant assumptions used in the discounted cash flow analysis include future cash flows, growth rates, discount
rates, and tax rates. 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. Goodwill is not amortized but
instead tested for impairment at least annually or more frequently should an event or circumstances indicate that a
reduction in the fair value of a reporting unit may have occurred. We test for impairment on October 31 of each year,
or more frequently if events and circumstances warrant. Such events and circumstances may be a significant change
in our business climate, economic and industry trends, legal factors, negative operating performance indicators,
significant competition or changes in strategy. We perform our goodwill impairment test at the reporting unit level,
using a fair value method based on management’s judgments and assumptions or third party valuations. The fair value
of a reporting unit refers to the price that would be expected to be received to sell the reporting unit in an orderly
transaction between market participants at the measurement date.
In testing goodwill for impairment, we first assess qualitative factors to determine whether the existence of
events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is
less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more
likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing
is not required. If the carrying amount of goodwill exceeds the fair value, an impairment loss is recognized in an
amount equal to the excess of the carrying amount over the fair value of the reporting unit. We would also be required
to reduce the carrying amounts of the related assets on our balance sheet.

57
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 base
these fair value estimates on assumptions our management believes to be reasonable but which are unpredictable and
inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such,
could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.
Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes
to our planned strategy, it may cause fair value to be less than the carrying amounts and result in additional
impairments of goodwill in the future. We corroborate the reasonableness of the total fair value of the reporting unit
by assessing the implied control premium based on our market capitalization. Our market capitalization is calculated
using the number of shares outstanding and stock price of our publicly traded shares. In the event of a goodwill
impairment, we would be required to record an impairment, which would impact earnings and reduce the carrying
amounts of goodwill on the consolidated balance sheet.
We also consider the amount of headroom for our reporting units when determining whether an impairment
existed. 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%. 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. 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%.
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. 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. 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.
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.
Indefinite-Lived Intangible Assets
The annual evaluation for impairment of indefinite-lived intangible assets is a two-step process. The first step
is to perform a qualitative impairment assessment. If this qualitative assessment indicates that, more likely than not,
the indefinite lived intangible assets are not impaired, then no further testing is performed. If the qualitative assessment
indicates that, more likely than not, the indefinite lived intangible assets are impaired, then the fair value of the
indefinite lived intangible assets must be calculated. If the carrying value exceeds the fair value, an impairment loss
is recorded for that excess.
Indefinite-lived intangible assets are not amortized but instead tested for impairment at least annually or more
frequently should an event or circumstances indicate that a reduction in fair value may have occurred. We test for
impairment on October 31 of each year, or more frequently if events and circumstances warrant. Such events and
circumstances may be a significant change in our business climate, economic and industry trends, legal factors,
negative operating performance indicators, significant competition or changes in strategy. We perform testing of
indefinite-lived intangible assets, other than goodwill, at the asset group level using the relief from royalty method. If
the carrying value exceeds the fair value, an impairment loss is recorded for that excess. We would also be required
to reduce the carrying amounts of the related assets on our balance sheet.
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.

58
Definite-Lived Intangible Assets
Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and
other amortized intangible assets. Definite-lived intangible assets are amortized over their estimated useful lives based
on the pattern of expected economic benefit. Intangible assets with finite lives are stated at cost, less accumulated
amortization and impairment losses, if any.
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. Input assumptions including future cash flows, growth rates, attrition rates, royalty rates,
discount rates, tax rates and tax amortization benefits are used in developing the present value of future cash flow
projections are the basis of the fair value calculations.
Impairment of Long-Lived Assets
We review long-lived assets, including tangible assets and other intangible assets with definitive lives, for
impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be
recoverable. We conduct our long-lived asset impairment analysis by grouping assets and liabilities at the lowest level
for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate
the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate
the carrying amount of the asset group is recoverable, an impairment is measured as the amount by which the carrying
amount of the asset group exceeds its fair value based on the discounted cash flow analysis. If the carrying amount of
an intangible asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess. We
would also be required to reduce the carrying amounts of the related assets on our balance sheet.
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 impairments of long-lived
assets.
Stock-Based Compensation
We use share-based compensation, including stock options and restricted stock units, to provide long-term
performance incentives for our employees and non-employee directors. We calculate stock-based compensation
expense for each vesting tranche of stock options using the Black-Scholes option pricing model and recognize such
costs, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income;
however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair
value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of
the underlying stock, our expected stock price volatility over the expected term of the options, stock option forfeiture
behaviors, risk-free interest rates and expected dividends, which we estimated as follows:
•
Fair Value of our Common Stock — The fair value per share of common stock for purposes of determining
share-based compensation is the closing price of our common stock as reported on the New York Stock
Exchange on the applicable grant date.
•
Expected Term — The expected option term represents the period of time the option is expected to be
outstanding.
•
Volatility — The expected volatility is based on our publicly traded stock price and historical average
volatilities.
•
Risk-Free Rate — The risk-free rate is based on the yields of United States Treasury securities with
maturities similar to the expected term of stock option for each stock option grant.
•
Forfeiture Rate — Estimates of pre-vesting forfeitures, or forfeiture rates, are based on an internal
analysis, which primarily considers the award recipients’ position within the Company.

59
•
Dividend Yield — During 2024, we adopted a policy of paying quarterly cash dividends on common stock,
and resumed paying cash dividends in August 2024. Stock option grants include an expected dividend
yield which is commensurate with the Company’s quarterly dividend policy.
See Note 12, Stock-Based Compensation, in the notes to the consolidated financial statements included
elsewhere in this Annual Report on Form 10-K for additional information with respect to stock-based compensation.
Income Taxes
We provide for income taxes utilizing the asset and liability method of accounting. 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. If it is determined
that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation
allowance is provided. Given our current earnings and anticipated future earnings, we believe that there is a realistic
possibility that within the next twelve months, sufficient positive evidence may become available to allow us to reach
a conclusion that a significant portion of the our valuation allowance will no longer be needed. Release of the valuation
allowance would result in the recognition of certain deferred tax assets and a decrease in the provision for income
taxes for the period the release is recorded. The effect on deferred tax assets and liabilities of a change in the tax rates
is recognized in the consolidated statements of (loss) income and comprehensive (loss) income as an adjustment to
income tax expense in the period that includes the enactment date.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to
be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax
expense. See Note 15, Income Taxes, in the notes to our audited consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.

60
Item 7A. Quantitative and Qualitative 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. See
“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. 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.
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. 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. 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. 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.

61
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
62
Consolidated Balance Sheets as of December 31, 2024 and 2023
65
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the Years Ended
December 31, 2024, 2023 and 2022
66
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for
the Years Ended December 31, 2024, 2023 and 2022
67
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
68
Notes to Consolidated Financial Statements
70
Schedule I – Condensed Financial Information of Registrant for the Years Ended December 31, 2024, 2023
and 2022
114
Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2024, 2023 and 2022
118

62
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Emerald Holding, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Emerald Holding, Inc. and its subsidiaries (the
“Company”) as of December 31, 2024 and 2023, and the related consolidated statements of (loss) income and
comprehensive (loss) income, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of
cash flows for each of the three years in the period ended December 31, 2024, including the related notes and
financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of December
31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

63
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the audit committee and that (i)
relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
Annual Goodwill Impairment Assessment – A Certain Reporting Unit
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill
balance was $573.8 million as of December 31, 2024, of which a portion relates to a certain reporting unit.
Management tests goodwill for impairment on October 31 of each year, or more frequently should an event or a
change in circumstances occur that would indicate the carrying value may be impaired. If the carrying amount of a
reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value
exceeds the fair value, up to the amount of goodwill associated with the reporting unit. During the fourth quarter of
2024, in connection with the Company’s annual impairment assessment, management performed a quantitative
assessment of the Company’s fair value of goodwill using an income approach. 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, which include forecasted revenue, earnings before interest, taxes,
depreciation, and amortization (EBITDA) margin, discount rate, 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.
The principal considerations for our determination that performing procedures relating to the annual goodwill
impairment assessment of a certain reporting unit is a critical audit matter are (i) the significant judgment by
management when developing the fair value estimate of a certain reporting unit; (ii) a high degree of auditor
judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions
related to forecasted revenues, EBITDA margins, the discount rate, and capital expenditures; and (iii) the audit effort
involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to management’s goodwill impairment assessment, including controls over the valuation of a
certain reporting unit. These procedures also included, among others (i) testing management’s process for
developing the fair value estimate of a certain reporting unit; (ii) evaluating the appropriateness of the income
approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income
approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to
forecasted revenues, EBITDA margins, the discount rate, and capital expenditures. Evaluating management’s
assumptions related to forecasted revenues, EBITDA margins, and capital expenditures involved evaluating whether
the assumptions used by management were reasonable considering (i) the current and past performance of a certain
reporting unit; (ii) the consistency with industry data; and (iii) whether these assumptions were consistent with
evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist
in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate
assumption.

64
Annual Indefinite-Lived Intangible Asset Impairment Assessment – A Certain Indefinite-Lived Trade Name
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s indefinite-lived intangible
assets consist of trade names. The Company’s consolidated indefinite-lived trade names balance was $45.7 million
as of December 31, 2024, of which a portion relates to a certain indefinite-lived trade name. Indefinite-lived
intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes
aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be
impaired. The fair value of the trade name is compared to the carrying value of each trade name. If the carrying
amount of the trade name exceeds its fair value, an impairment loss would be reported. The fair values of the
Company’s indefinite-lived trade name asset groups are calculated by management using a form of the income
approach referred to as the “relief from royalty payments” method. Determining the fair value of an indefinite-lived
intangible asset group requires the application of judgment and involves the use of significant estimates and
assumptions, including projections of future cash flows, which include forecasted revenue, EBITDA margin,
discount rate, tax rate, and royalty rate.
The principal considerations for our determination that performing procedures relating to the annual indefinite-lived
intangible asset impairment assessment of a certain indefinite-lived trade name is a critical audit matter are (i) the
significant judgment by management when developing the fair value estimate of a certain indefinite-lived trade
name; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating
management’s significant assumptions related to forecasted revenues, EBITDA margins, the discount rate, and the
royalty rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to management’s indefinite-lived intangible asset impairment assessment, including controls over
the valuation of a certain indefinite-lived trade name. These procedures also included, among others (i) testing
management’s process for developing the fair value estimate of a certain indefinite-lived trade name; (ii) evaluating
the appropriateness of the relief from royalty payments method used by management; (iii) testing the completeness
and accuracy of underlying data used in the relief from royalty payments method; and (iv) evaluating the
reasonableness of the significant assumptions used by management related to forecasted revenues, EBITDA
margins, the discount rate, and the royalty rate. Evaluating management’s assumptions related to forecasted
revenues and EBITDA margins involved evaluating whether the assumptions used by management were reasonable
considering (i) the current and past performance of the brand associated with a certain indefinite-lived trade name;
(ii) the consistency with industry data; and (iii) whether these assumptions were consistent with evidence obtained in
other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the
appropriateness of the relief from royalty payments method and (ii) the reasonableness of the discount rate and
royalty rate assumptions.
/s/ PricewaterhouseCoopers LLP
Irvine, California
March 14, 2025
We have served as the Company’s auditor since 2015.

65
Emerald Holding, Inc.
Consolidated Balance Sheets
December 31, 2024 and 2023
(dollars in millions, share data in thousands, except par value)
2024
2023
Assets
Current assets
Cash and cash equivalents
$
194.8
$
204.2
Trade and other receivables, net of allowances of $1.6 million
and $1.4 million, as of December 31, 2024 and 2023, respectively
82.5
85.2
Prepaid expenses and other current assets
29.6
21.5
Total current assets
306.9
310.9
Noncurrent assets
Property and equipment, net
1.8
1.5
Intangible assets, net
155.9
175.1
Goodwill, net
573.8
553.9
Right-of-use lease assets
6.4
8.8
Other noncurrent assets
3.9
3.7
Total assets
$
1,048.7
$
1,053.9
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’
Equity (Deficit)
Current liabilities
Accounts payable and other current liabilities
$
40.7
$
46.6
Income tax payable
—
0.2
Cancelled event liabilities
1.2
0.6
Deferred revenues
190.5
174.3
Contingent consideration
0.7
0.2
Right-of-use lease liabilities, current portion
4.0
4.0
Term loan, current portion
4.2
4.2
Total current liabilities
241.3
230.1
Noncurrent liabilities
Term loan, net of discount and deferred financing fees
398.5
398.7
Deferred tax liabilities, net
4.9
3.1
Right-of-use lease liabilities, noncurrent portion
5.5
8.9
Other noncurrent liabilities
12.6
8.5
Total liabilities
662.8
649.3
Commitments and contingencies (Note 16)
Redeemable convertible preferred stock
7% Series A Convertible Participating Preferred Stock,
$0.01 par value; authorized shares at December 31, 2024 and 2023:
80,000; zero and 71,403 shares issued and outstanding; aggregate
liquidation preference of zero and $492.6 million at
December 31, 2024 and 2023, respectively
—
497.1
Stockholders’ equity (deficit)
Common stock, $0.01 par value; authorized shares at December 31, 2024
and 2023: 800,000; 201,447 and 62,915 shares issued and outstanding at
December 31, 2024 and 2023, respectively
2.0
0.6
Additional paid-in capital
1,034.0
559.2
Accumulated deficit
(650.1)
(652.3)
Total stockholders’ equity (deficit)
385.9
(92.5)
Total liabilities, redeemable convertible preferred stock and
stockholders’ equity (deficit)
$
1,048.7
$
1,053.9
The accompanying notes are an integral part of these consolidated financial statements.

66
Emerald Holding, Inc.
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income
Years Ended December 31, 2024, 2023 and 2022
(dollars in millions, share data in thousands except loss per share)
2024
2023
2022
Revenues
$
398.8
$
382.8
$
325.9
Other income, net
1.5
2.8
182.8
Cost of revenues
147.5
137.6
116.5
Selling, general and administrative expense
170.4
168.3
145.0
Depreciation and amortization expense
28.3
45.0
59.5
Goodwill impairment charge
—
—
6.3
Intangible asset impairment charge
7.3
—
1.6
Operating income
46.8
34.7
179.8
Interest expense
47.8
43.3
24.5
Interest income
8.5
8.2
2.7
Loss on extinguishment of debt
—
2.3
—
Loss on disposal of fixed assets
—
0.2
—
Income (loss) before income taxes
7.5
(2.9)
158.0
Provision for income taxes
5.3
5.3
27.2
Net income (loss) and comprehensive
income (loss) attributable to Emerald Holding, Inc.
$
2.2
$
(8.2) $
130.8
Accretion to redemption value of redeemable convertible
preferred stock
(12.7)
(42.0)
(38.8)
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
Basic (loss) income per share
$
(0.07) $
(0.78) $
0.46
Diluted (loss) income per share
$
(0.07) $
(0.78) $
0.46
Basic weighted average common shares outstanding
156,592
63,959
69,002
Diluted weighted average common shares outstanding
156,592
63,959
69,148
The accompanying notes are an integral part of these consolidated financial statements.

67
Emerald Holding, Inc.
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Years Ended December 31, 2024, 2023 and 2022
Total Emerald Holding, Inc. Stockholders’ Equity (Deficit)
Redeemable Convertible
Preferred Stock
Common Stock
Additional
Paid-in
Accumulated
Total
Stockholders’
(shares in thousands; dollars in millions)
Shares
Amount
Shares
Amount
Capital
Deficit
Equity (Deficit)
Balances at December 31, 2021
71,442
$
433.9
70,026
$
0.7
$
653.2
$
(774.9)
$
(121.0)
Stock-based compensation
—
—
362
—
5.9
—
5.9
Issuance of common stock under equity plans
—
—
37
—
0.1
—
0.1
Accretion to redemption value of redeemable convertible
preferred stock
—
38.8
—
—
(38.8)
—
(38.8)
Redeemable convertible preferred stock conversion
(25)
(0.3)
46
—
0.3
—
0.3
Repurchase of common stock
—
—
(2,883)
—
(10.4)
—
(10.4)
Net income and comprehensive
income
—
—
—
—
—
130.8
130.8
Balances at December 31, 2022
71,417
$
472.4
67,588
$
0.7
$
610.3
$
(644.1)
$
(33.1)
Stock-based compensation
—
—
312
—
7.4
—
7.4
Issuance of common stock under equity plans
—
—
53
—
0.2
—
0.2
Accretion to redemption value of redeemable convertible
preferred stock
—
42.0
—
—
(42.0)
—
(42.0)
Redeemable convertible preferred stock conversion
(14)
(0.1)
26
—
0.1
—
0.1
Repurchase of common stock
—
—
(5,064)
(0.1)
(16.8)
—
(16.9)
Preferred stock cash dividend
—
(17.2)
—
—
—
—
—
Net loss and comprehensive
loss
—
—
—
—
—
(8.2)
(8.2)
Balances at December 31, 2023
71,403
$
497.1
62,915
$
0.6
$
559.2
$
(652.3)
$
(92.5)
Stock-based compensation
—
—
—
—
6.1
—
6.1
Issuance of common stock under equity plans
—
—
566
—
1.5
—
1.5
Accretion to redemption value of redeemable convertible
preferred stock
—
12.7
—
—
(12.7)
—
(12.7)
Redeemable convertible preferred stock conversion
(71,403)
(501.2)
140,782
1.4
499.8
—
501.2
Repurchase of common stock
—
—
(2,816)
—
(13.8)
—
(13.8)
Preferred stock cash dividend
—
(8.6)
—
—
—
—
—
Dividends on common stock
—
—
—
—
(6.1)
—
(6.1)
Net income and comprehensive
income
—
—
—
—
—
2.2
2.2
Balances at December 31, 2024
—
$
—
201,447
$
2.0
$
1,034.0
$
(650.1)
$
385.9
The accompanying notes are an integral part of these consolidated financial statements.

68
Emerald Holding, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2024, 2023 and 2022
(in millions)
2024
2023
2022
Operating activities
Net income (loss)
$
2.2
$
(8.2)
$
130.8
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Stock-based compensation
5.8
7.8
5.8
Allowance for credit losses
0.5
0.3
0.4
Depreciation and amortization
28.3
45.0
59.5
Goodwill impairments
—
—
6.3
Intangible asset impairments
7.3
—
1.6
Loss on disposal of fixed assets
—
0.2
—
Non-cash operating lease expense
2.4
2.6
3.4
Amortization of deferred financing fees and debt discount
4.3
3.0
1.7
Loss on lease abandonment
0.1
0.9
3.0
Loss on extinguishment of debt
—
2.3
—
Deferred income taxes
1.8
1.3
0.3
Remeasurement of contingent consideration
(1.2)
(2.3)
(33.3)
Changes in operating assets and liabilities, net of effect of
businesses acquired:
Trade and other receivables
4.5
(8.6)
(24.9)
Insurance receivables
(0.5)
—
—
Prepaid expenses and other current assets
(4.2)
(1.9)
(4.8)
Other noncurrent assets
(0.6)
(0.4)
(0.1)
Accounts payable and other current liabilities
(7.9)
(11.0)
6.2
Cancelled event liabilities
0.6
(2.7)
(6.5)
Contingent consideration
(0.2)
—
(2.1)
Income tax payable
(2.5)
(2.7)
1.4
Deferred revenues
8.7
19.5
29.9
Operating lease liabilities
(3.3)
(4.1)
(4.7)
Other noncurrent liabilities
0.7
(0.7)
1.2
Net cash provided by operating activities
46.8
40.3
175.1
Investing activities
Acquisition of businesses, net of cash acquired
(16.2)
(9.5)
(37.6)
Working capital adjustment receivable from seller
1.0
—
—
Purchase of marketable securities
—
—
(50.0)
Proceeds from maturity of marketable securities
—
—
50.0
Purchases of property and equipment
(1.3)
(0.6)
(1.8)
Purchases of intangible assets
(8.5)
(10.9)
(8.5)
Net cash used in investing activities
(25.0)
(21.0)
(47.9)
Financing activities
Payment of contingent consideration for acquisition of
businesses
—
(3.7)
(4.4)
Repayment of principal on Amended and Restated Term Loan
Facility
—
(239.4)
(104.2)
Proceeds from Extended Term Loan Facility
—
239.4
—
Repayment of principal on Extended Term Loan Facility
(4.2)
(2.1)
—
Original issuance discount
—
(12.5)
—
Fees paid for debt issuance
—
(2.0)
(0.4)
Repurchase of common stock
(13.8)
(16.9)
(10.4)
Dividends on common stock
(6.1)
—
—
Preferred stock cash dividend
(8.6)
(17.2)
—
Proceeds from issuance of common stock under equity plans
1.5
0.2
0.1
Net cash used in financing activities
(31.2)
(54.2)
(119.3)
Net (decrease) increase in cash and cash equivalents
(9.4)
(34.9)
7.9
Cash and cash equivalents
Beginning of year
204.2
239.1
231.2
End of year
$
194.8
$
204.2
$
239.1
The accompanying notes are an integral part of these consolidated financial statements.

69
Emerald Holding, Inc.
Consolidated Statements of Cash Flows (Continued)
Years Ended December 31, 2024, 2023 and 2022
(in millions)
2024
2023
2022
Supplemental disclosures of cash flow information
Cash paid for income taxes
$
4.6
$
6.9
$
25.6
Cash paid for interest
$
43.8
$
38.1
$
22.5
Supplemental schedule of non-cash investing and financing
activities
Contingent consideration related to 2024 acquisitions
$
5.2
$
—
$
—
Contingent consideration related to 2023 acquisition
$
—
$
0.7
$
—
Contingent consideration related to 2022 acquisitions
$
—
$
—
$
6.9
Unpaid capital expenditures
$
0.3
$
—
$
—
Conversion of redeemable convertible preferred stock to
common stock
$
501.2
$
—
$
—
Amended and Restated Term Loan Facility
$
—
$
(175.9)
$
—
Extended Term Loan Facility
$
—
$
175.9
$
—
The accompanying notes are an integral part of these consolidated financial statements.

70
Emerald Holding, Inc.
Notes to Consolidated Financial Statements
Note 1. Description of Business and Summary of Significant Accounting Policies
Emerald Holding, Inc. (“Emerald” or “the Company”) is a corporation formed on April 26, 2013, under the laws of
the State of Delaware. Emerald is majority owned by investment funds managed by an affiliate of Onex Partners
Manager LP (“Onex Partners”).
The Company is a leading operator of large business-to-business (“B2B”) trade shows principally in the United States
(“U.S.”), with operations in the United Kingdom (“U.K.”), France and other international markets. The Company
leverages its trade shows as market-driven platforms, to integrate live events, media content, industry insights, digital
tools, data-focused solutions and e-commerce platforms in three complementary business lines - Connections, Content
and Commerce.
Basis of Presentation
The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These
consolidated financial statements are presented in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been
eliminated in the consolidated financial statements.
The Company had no items of other comprehensive (loss) income; as such, its comprehensive (loss) income is the
same as net (loss) income for all periods presented.
Results of our reportable segments for the years ended December 31, 2024, 2023 and 2022 reflect the updated segment
presentation discussed below in Note 18, Segment Information.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
judgments that affect the amounts reported and disclosed in the consolidated financial statements and accompanying
notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its
estimates and judgments compared to historical experience and expected trends. Actual results and outcomes may
differ from management's estimates and assumptions.
Cash and Cash Equivalents
The Company maintains its cash in bank deposit accounts and in money market mutual funds, which at times may
exceed federally insured limits. As of December 31, 2024 and 2023, the Company held $163.7 million and $177.0
million of money market mutual funds, respectively, which are highly liquid and quoted in active markets. The
Company considers cash deposits in banks and money market mutual funds with original maturities at purchase of
three months or less to be cash equivalents. As of December 31, 2024 and 2023, amounts receivable from credit card
processors, totaling $0.5 million and $0.4 million, respectively, are considered cash equivalents because they are short-
term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction.
Marketable Securities
The Company purchased $50.0 million in marketable securities during the year ended December 31, 2022. These
matured during the same year and therefore the Company no longer held any marketable securities as of December
31, 2022. The Company did not purchase any marketable securities during the years ended December 31, 2024 and
2023. Therefore, there were no unrealized holding gains or losses at December 31, 2024 or December 31, 2023. The
Company has in the past held, and may from time to time, hold marketable securities that consist of certificates of
deposit with financial institutions with maturities over three months and up to one year. These have historically been
classified as marketable debt securities as their underlying investments primarily consist of corporate debt securities.
These certificates of deposits have readily ascertainable values as they can be readily purchased or sold using
established markets. These investments are generally classified as available-for-sale and reported at fair value. Fair
value is generally based on available market information including quoted broker or dealer quotations, or other
observable inputs.

71
The Company may invest its marketable securities in high-quality commercial financial instruments.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. U.S. GAAP provides an established hierarchy and framework
for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs using quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three
levels of inputs that may be used to measure fair value:
•
Level 1 – includes financial instruments for which there are quoted market prices in active markets for
identical assets or liabilities.
•
Level 2 – includes financial instruments for which there are observable market-based inputs for similar
assets or liabilities that are corroborated by market data.
•
Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market
data which fair value is derived from valuation techniques in which one or more significant inputs are
unobservable, including the Company’s own assumptions.
Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the
fair value measurement. The inputs to the determination of fair value are based upon the best information in the
circumstances and may require significant management judgment or estimation. A significant adjustment to a Level
2 input could result in the Level 2 measurement becoming a Level 3 measurement.
The Company’s contingent consideration liabilities related to acquisitions made in 2024, 2023 and 2022 are classified
as Level 3 liabilities, which are measured at fair value based on significant unobservable inputs and re-measured to
an updated fair value at each reporting period. Refer to Note 9, Fair Value Measurements, for further information
related to the Company’s contingent consideration.
The Company’s market-based share award liabilities are classified as Level 3 liabilities, which are measured at fair
value, and are re-measured to an updated fair value at each reporting period. Refer to Note 12, Stock-Based
Compensation, for further information related to the Company’s market-based share awards.
The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets, which
are measured at fair value based on the closing price of these assets as of the reporting date. Refer to Note 9, Fair
Value Measurements, for further information related to the Company’s money market mutual funds.
Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts
payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried
at cost, which management believes approximates fair value because of the short-term maturity of these instruments.
Cash and cash equivalents are recorded at fair value. Financial instruments also include the Company’s revolving
credit facility and senior term loan with third party financial institutions.
Cash and cash equivalents, accounts receivable, and the revolving credit facility and term loan potentially subject the
Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these
financial instruments are primarily held with large, reputable financial institutions in the United States. As of
December 31, 2024 and 2023, the Company’s uninsured cash and cash equivalents balances totaled $194.8 million
and $204.2 million, respectively. As of December 31, 2024 and 2023, the Company’s trade receivables balances
totaled $82.5 million and $85.2 million, respectively. No single customer accounts for more than 10% of gross
accounts receivable as of December 31, 2024 or 2023. As of December 31, 2024 and 2023, an allowance for credit
losses was recorded to account for potential credit losses. Credit risk with respect to trade receivables is low due to
the Company’s large customer base dispersed across different industries.

72
As of December 31, 2024 and 2023, the fair value and carrying value of the Company’s debt is summarized in the
following table:
December 31, 2024
(in millions)
Fair
Value
Carrying
Value
Extended Term Loan Facility, with
interest at SOFR plus 5.10% (equal to 9.46%)
at period end, including short-term portion
$
411.0
$
409.2
Total
$
411.0
$
409.2
December 31, 2023
(in millions)
Fair
Value
Carrying
Value
Extended Term Loan Facility, with
interest at SOFR plus 5.10% (equal to 10.46%)
at period end, including short-term portion
$
415.0
$
413.3
Total
$
415.0
$
413.3
The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the
difference between the period-end market interest rates and the projected market interest rates over the term of the
loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying
value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-
based inputs that are corroborated by market data (Level 2 inputs).
Trade and Other Receivables
The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is
not collateralized. Accounts receivable are presented on the face of the consolidated balance sheets, net of allowance
for credit losses. The Company monitors collections and payments from its customers and maintains an allowance
based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher
risk customers adjusted for current conditions, including any specific customer collection issues identified, and
forecasts of economic conditions.
Prepaid Expenses
Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such
as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expenses on
the consolidated balance sheets when paid and reported on the consolidated statements of (loss) income and
comprehensive (loss) income as cost of revenues upon the staging of the event.
Property and Equipment
Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and
equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic
useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer
hardware, event equipment and office furniture.
Definite-lived Intangible Assets
Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other
amortized intangible assets. Definite-lived intangible assets are amortized over their estimated useful lives based on
the pattern of expected economic benefit. Intangible assets with finite lives are stated at cost, less accumulated
amortization and impairment losses, if any.

73
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
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets
Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including
property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the
long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be
held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be
generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable,
the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered
to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its
fair value.
Indefinite-Lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of trade names. Indefinite-lived intangible assets are tested
annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change
in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts
its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are
largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups
that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to
determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a
qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific
events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived
intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-
lived intangible asset group is impaired, a fair value calculation will be performed to measure the amount of
impairment losses to be recognized, if any.
The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income
approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of
identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the
Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying
amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of
an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant
estimates and assumptions, including projections of future cash flows, which include forecasted revenue, EBITDA
margin, discount rate, tax rate, and royalty rate. The Company bases its fair value estimates on assumptions it believes
to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the
estimates. Refer to Note 6, Intangible Assets and Goodwill, for the indefinite-lived intangible asset impairments
recorded during the years ended December 31, 2024 and 2022.
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. Goodwill is not amortized, but instead is tested for impairment.
The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in
circumstances occur that would indicate the carrying value may be impaired. Such events and circumstances may be
a significant change in business climate, economic and industry trends, legal factors, negative operating performance
indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the
reporting unit level.

74
The Company’s goodwill impairment analysis is performed, and related impairment charges recorded, after the
impairment analysis and recognition of impairment charges for long-lived assets other than goodwill and indefinite-
lived intangible assets. In testing goodwill for impairment, the Company first assesses qualitative factors to determine
whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the
Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount,
then additional impairment testing is not required. When the Company determines a fair value test is necessary, it
estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the
carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the
carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit.
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, which include forecasted revenue, EBITDA
margin, discount rate, 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. The Company bases
these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and
inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such,
could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.
Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes
to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount
and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the
total fair value of the reporting units by assessing the implied control premium based on the Company’s market
capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price
of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to
record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated
balance sheet. Refer to Note 6, Intangible Assets and Goodwill, for the goodwill impairment recorded during the year
ended December 31, 2022.
Contingent Consideration
Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally
based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair
value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of
contingent consideration as a liability.
The Company considers several factors when determining that contingent consideration liabilities are part of the
purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial
consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive
compensation other than contingent consideration payments at a reasonable level compared with the compensation of
the Company’s other key employees and (3) contingent consideration payments are not affected by employment
termination.
The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the
updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of
contingent consideration are reported in selling, general and administrative expense in the consolidated statements of
(loss) income and comprehensive (loss) income. As of December 31, 2024 and 2023, the Company’s contingent
consideration balances totaled $10.7 million and $6.9 million, respectively. Contingent consideration of $0.7 million
and $0.2 million as of December 31, 2024 and 2023, respectively, are included within contingent consideration in the
consolidated balance sheets and contingent consideration of $10.0 million and $6.7 million, respectively, are included
within other noncurrent liabilities in the consolidated balance sheets. Refer to Note 9, Fair Value Measurements, for
further information related to the Company’s contingent consideration.
Revenue Recognition and Deferred Revenue
Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are
satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in
exchange for those services. Refer to Note 3, Revenues, for further information related to the Company’s revenues.

75
Connections
A significant portion of the Company’s annual revenue is generated from the Connections segment through the
production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees.
Revenue from the Company’s trade shows and other events is recognized in the period the trade show or other event
stages as the Company’s performance obligations have been satisfied. Exhibitors contract for their booth space and
sponsorships up to a year in advance of the trade show. 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.
These revenues are recognized in the period in which the digital products are provided or publications are issued or
when the custom content is delivered to the customer. Typically, the fees charged are collected after the digital
products are provided, the publications are issued or the custom content is delivered. Content category revenues
generated approximately 6%, 6% and 8% of revenues for the years ended December 31, 2024, 2023 and 2022,
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. Fees
associated with implementation are deferred and recognized over the expected customer life, which is four years.
Subscription revenue is generally recognized over the term of the contract. The Company’s contracts associated with
the subscription software and services are generally three-year terms with one-year renewals. Subscription software
and services revenues generated approximately 5%, 5% and 5% of revenues for the years ended December 31, 2024,
2023 and 2022, respectively.
Deferred Revenue
The Company typically invoices and collects payment in-full from customers prior to the staging of a trade show or
other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or
other event. As of December 31, 2024 and 2023, the Company had current deferred revenues of $190.5 million and
$174.3 million, respectively, of which, $57.5 million and $54.7 million, are included in accounts receivable on the
consolidated balance sheets as of December 31, 2024 and 2023, respectively.
Other Income
The Company 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’s 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. During the years ended December 31, 2024 and
2023, the Company reported other income, net of $1.5 million and $2.8 million, respectively, related to event
cancellation insurance claim proceeds deemed to be realizable by management during the years ended 2024 and 2023,
respectively, in the consolidated statements of (loss) income and comprehensive (loss) income. On August 3, 2022,
the Company reached an agreement to settle outstanding insurance litigation relating to event cancellation insurance
for proceeds of $148.6 million. In total, the Company received payments of $182.8 million from its insurance carrier
to recover the lost revenues, net of costs saved, of the affected 2021 and 2020 trade shows during the year ended
December 31, 2022. As a result, during the year ended December 31, 2022, the Company reported other income, net
of $182.8 million to recognize the amount that was recovered from the insurance company in the consolidated
statements of (loss) income and comprehensive (loss) income.

76
Barter Transactions
The Company has barter transactions in which the Company provides booth space, sponsorship or advertising in
exchange for promotional, advertising, marketing or other services in the ordinary course of business. The transaction
price for these contracts is measured on the standalone selling price of the booth space, sponsorship or advertising
promised to the customer, unless there is no standalone selling price, in which case the non-cash consideration received
is based on management’s estimated fair value. Revenues from barter transactions are recognized during the period in
which the advertisements are run or when an event stages and are included in consolidated revenues in the consolidated
statements of (loss) income and comprehensive (loss) income. Barter transaction costs are recorded upon receipt and
usage of the advertising and services, as applicable, and are reflected as cost of revenues in the consolidated statements
of (loss) income and comprehensive (loss) income. For the years ended December 31, 2024, 2023 and 2022, the
Company recognized barter revenues of $18.8 million, $7.0 million and $1.2 million, respectively. Barter transaction
costs totaled $18.8 million, $7.0 million and $1.2 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
Deferred Financing Fees and Debt Discount
Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments
using the effective interest method for the Extended Term Loan Facility and Amended and Restated Term Loan
Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is
recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective
interest method.
Segment Reporting
Operating segments are components of an enterprise for which discrete financial reporting information is available
that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and
in assessing performance. Emerald’s Chief Executive Officer (“CEO”) is considered the CODM. Effective October
31, 2023, Emerald’s management structure was reorganized and the discrete financial reporting information regularly
provided to the CODM to facilitate his allocation of resources and assessment of performance was updated to reflect
the new structure. As a result, there was a change in reporting segments. The CODM evaluates performance and
allocates resources based on the results of three operating segments. The Connections segment is the only operating
segment which meets the criteria to be classified as a reportable segment. The Connections reportable segment
includes all of Emerald’s trade shows and other live events. The other two operating segments, which provide diverse
media services and e-commerce software solutions, do not meet the quantitative thresholds of a reportable segment
and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment
Reporting, and as such are referred to as “All Other.” Refer to Note 18, Segment Information, for information regarding
the Company’s reportable segments.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. These costs include brand
advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade
shows, conference events, digital media, Elastic Suite platform and publications. Advertising and marketing costs
totaled $8.6 million, $9.6 million and $10.1 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
Stock-Based Compensation
The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term
performance incentives for its employees and non-employee directors. Stock-based compensation expense is
calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is
recognized, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income;
however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair
value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of
the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option
forfeiture behaviors, risk-free interest rates and expected dividends, which are estimated as follows:

77
•
Fair Value of Common Stock —The fair value per share of common stock for purposes of determining
share-based compensation is the closing price of the Company’s common stock as reported on the New
York Stock Exchange on the applicable grant date.
•
Expected Term —The expected option term represents the period of time the option is expected to be
outstanding.
•
Volatility —The expected volatility is based on the Company’s publicly traded stock price and historical
average volatilities.
•
Risk-Free Rate —The risk-free rate is based on the yields of United States Treasury securities with
maturities similar to the expected term of stock option for each stock option grant.
•
Forfeiture Rate —Estimates of pre-vesting forfeitures, or forfeiture rates, are based on an internal
analysis, which primarily considers the award recipients’ position within the Company.
•
Dividend Yield —During 2024, the Company adopted a policy of paying quarterly cash dividends on
common stock, and resumed paying cash dividends in August 2024. Stock option grants include an
expected dividend yield which is commensurate with the Company’s quarterly dividend policy.
The Company granted Restricted Stock Units (“RSUs”), that contain service and, in certain instances, performance
conditions to certain executives and employees, which are equity-classified awards. The Company recognizes
cumulative stock-based compensation expense for the portion of the awards for which the service period and
performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards
is recognized as expense over the requisite service period on the graded-vesting method.
Market-based Share Awards
The Company granted performance-based market condition share awards to one senior executive in 2020 under the
2017 Omnibus Equity Plan. These awards are classified as liabilities, which are measured at fair value, and are re-
measured to an updated fair value at each reporting period. The fair value of performance-based market condition
share awards is estimated using a risk-neutral Monte Carlo simulation model. The Company recognizes expense for
performance-based market condition share awards over the derived service period for each tranche. The Company
recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of
whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for
any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten
year term expires, except that upon a termination of employment other than for cause, or upon a termination for good
reason within three months prior to the earlier of the execution of an agreement resulting in a change in control or the
date of a change in control, any unvested shares subject to the performance-based market condition share award shall
remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting
conditions. Refer to Note 12, Stock-Based Compensation, for further information regarding the Company’s
performance-based market condition share awards.
Redeemable Convertible Preferred Stock
The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance
costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’
equity (deficit) when the stock contains contingent redemption features that are not solely within the Company’s
control. 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. For each of the quarterly periods ended March 31, 2024, December 31, 2023 and September 30, 2023, the
Company elected to pay dividends on the redeemable convertible preferred stock in cash.

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The Company had the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or
after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary thereof, 105% of the
accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103% of the accreted liquidation
preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference. In addition, if there
was a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date,
the Company had the right to redeem all, but not less than all, of the redeemable convertible preferred stock for a cash
purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by
which the accreted liquidation preference would have otherwise increased from the date of such redemption through
the sixth anniversary of the closing. The Company also had the right to require the conversion of all shares of
redeemable convertible preferred stock into shares of the Company’s common stock if the closing price of its common
stock on the NYSE exceeded 175% of the conversion price for a period of 20 consecutive trading days. Refer to Note
11, Stockholders’ Equity (Deficit) and Redeemable Convertible Preferred Stock, for further information regarding the
conversion of the Company’s redeemable convertible preferred stock during the year ended December 31, 2024.
Income Taxes
The Company provides for income taxes utilizing the asset and liability method of accounting. 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. If it is
determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be
realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates
is recognized in the consolidated statements of (loss) income and comprehensive (loss) income as an adjustment to
income tax expense in the period that includes the enactment date.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected
to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits
in income tax expense. Refer to Note 15, Income Taxes, for further information related to the Company’s income
taxes.
Net (Loss) Income Attributable to Common Stockholders
Basic and diluted net (loss) income per share attributable to common stockholders is presented in conformity with the
two-class method required for participating securities. The Company considers all redeemable convertible preferred
stock to be a participating security. Under the two-class method, the net loss attributable to common stockholders is
not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible
preferred stock do not have a contractual obligation to share in the losses.
Under the two-class method, basic net (loss) income per share attributable to common stockholders is computed by
dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of
common stock outstanding during the period.
Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially
dilutive impact of stock options, restricted stock units (“RSUs”) and redeemable convertible preferred stock. In periods
where the Company has reported a loss, all potentially dilutive securities are antidilutive, and accordingly, basic net
loss per share equals diluted net loss per share.
Note 2. Adoption of New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable
Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are
regularly provided to the chief operating decision maker and included within the segment measure of profit or loss.
The standard is required to be applied retrospectively to prior periods presented, based on the significant segment
expense categories identified and disclosed in the period of adoption. ASU 2023-07 is effective for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early
adoption is permitted. The Company adopted ASU 2023-07 in December 2024 and the adoption did not have a material
impact on the Company’s consolidated financial statements.

79
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires disclosure of disaggregated
information about certain income statement expense line items in the notes to the financial statements on an interim
and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods
with fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating
the impact the adoption will have on the disclosures within the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated information about a reporting
entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to
benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation
decisions and applies to all entities subject to income taxes. The standard should be applied on a prospective basis
although retrospective application is permitted. ASU 2023-09 is effective for fiscal years beginning after December
15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the
disclosures within the Company’s consolidated financial statements.
There have been no other new accounting pronouncements that are expected to have a significant impact on the
Company’s consolidated financial statements.
Note 3. Revenues
Revenue Recognition and Deferred Revenue
Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are
satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in
exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of
each trade show or conference event and over the subscription period for access to the Company’s subscription
software and services. Fees are typically invoiced and collected in-full prior to the trade show or event.
A significant portion of the Company’s annual revenue is generated from the Connections segment primarily related
to the production of trade shows and conference events (collectively, “trade shows”), including booth space sales,
registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs.
Content revenues primarily consist of advertising sales for digital products and industry publications that complement
the event properties, custom content agency revenues and subscription fees for educational and e-learning services.
Advertising sales and custom content revenues are recognized in the period in which the custom content and digital
products are provided or publications are issued. Subscription fees for educational and e-learning services are billed
and collected at the subscription date. Typically, the fees charged are collected after the custom content and digital
products are delivered or publications are issued.
Commerce revenues primarily consist of software-as-a-service subscription revenue, implementation fees and
professional services. Fees associated with implementation are deferred and recognized over the expected customer
life, which is four years. Subscription revenue is generally recognized over the term of the contract. Payment terms
and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days.
Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior
to a trade show, as well as upfront payments for software subscription fees, professional services and implementation
fees for the Company’s subscription software and services. Current deferred revenues are reported as deferred
revenues on the consolidated balance sheets and were $190.5 million and $174.3 million as of December 31, 2024
and 2023, respectively. Long-term deferred revenues as of December 31, 2024 and 2023 were $0.2 million and $0.9
million, respectively, and are reported as other noncurrent liabilities on the consolidated balance sheets. Total deferred
revenues, including the current and noncurrent portions, were $190.7 million and $175.2 million, as of December 31,
2024 and 2023, respectively.

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The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled
event liabilities in the consolidated balance sheets as the total amount represents balances which are expected to be
refunded to customers. As of December 31, 2024, cancelled event liabilities of $1.2 million represents $0.1 million of
deferred revenues for cancelled trade shows and $1.1 million of related accounts receivable credits reclassified to
cancelled event liabilities in the consolidated balance sheets. As of December 31, 2023, cancelled event liabilities of
$0.6 million represents $0.5 million of deferred revenues for cancelled trade shows and $0.1 million of related
accounts receivable credits reclassified to cancelled event liabilities in the consolidated balance sheets.
The following table represents the deferred revenue activity for the years ended December 31, 2024 and 2023,
respectively:
(in millions)
2024
2023
Balance at beginning of period
$
175.2
$
152.6
Invoiced during the period
179.1
167.2
Consideration earned during the period
(170.7)
(148.2)
Additions related to business combinations
7.1
3.6
Balance at end of period
$
190.7
$
175.2
Performance Obligations
For the Company’s trade shows and other events, sales are deferred and recognized when performance obligations
under the terms of a contract with the Company’s customers are satisfied, which is typically at the completion of a
show or event. Revenue is measured as the amount of consideration the Company earns upon completion of its
performance obligations.
For the Company’s subscription software and services, the Company may enter into contracts with customers that
include multiple performance obligations, which are generally capable of being distinct. Fees associated with
implementation and related professional services are deferred and recognized over the expected customer life, which
is four years. Subscription revenue is recognized over the term of the contract. The Company’s contracts associated
with the subscription software and services are generally three-year terms with one-year renewals following the initial
three-year term.
For the Company’s other marketing services, revenues are deferred and recognized when performance obligations
under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which
the publications are issued. Revenue is measured as the amount of consideration the Company earns upon completion
of its performance obligations.
The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining
performance obligations if the performance obligation is part of a contract that has an expected duration of one year
or less. The Company’s performance obligations greater than one year were $0.2 million as of December 31, 2024.
Disaggregation of Revenue
The following table represents revenues disaggregated by type:
Year Ended December 31,
2024
2023
2022
Revenues
(in millions)
Connections
$
355.1
$
340.2
$
282.6
Content
22.8
23.5
27.9
Commerce
20.9
19.1
15.4
Total revenues
$
398.8
$
382.8
$
325.9

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Contract Balances
The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s
subscription software and services, which are expensed over the expected customer relationship period. As of
December 31, 2024 and 2023, the Company does not have material contract assets.
Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to
the trade show or other event and subscription revenue, implementation fees and professional services associated with
the Company’s subscription software and services. Contract liabilities less than one year from the date of the
performance obligation are reported on the consolidated balance sheets as deferred revenues. Contract liabilities
greater than one year from the date of the performance obligation are reported on the consolidated balance sheets in
other noncurrent liabilities.
The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and
sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications
are generally short term, as sales typically begin up to one year prior to the date of the trade shows and other events.
The Company expects the period benefited by each commission to be less than one year, and as a result, the Company
expenses sales commissions associated with trade shows, other events and other marketing services as incurred. Sales
commissions are reported on the consolidated statements of (loss) income and comprehensive (loss) income as selling,
general and administrative expense.
Accounts Receivable
The Company monitors collections and payments from its customers and maintains an allowance based upon applying
an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted
for current conditions, including any specific customer collection issues identified, and forecasts of economic
conditions. Delinquent account balances are written off after management has determined that the likelihood of
collection is remote. The activities in this account, including write-offs and the current-period provision for expected
credit losses for the year ended December 31, 2024 were $0.3 million and $0.5 million, respectively, and for the year
ended December 31, 2023 were $0.4 million and $0.3 million, respectively. The activities in this account for the year
ended December 31, 2022 were not material.
Contract Estimates and Judgments
The Company’s trade show, other event and other marketing sales revenue contracts do not require significant
estimates or judgments based on the nature of the Company’s contracts. The sales price in the Company’s contracts
are fixed and stated on the face of the contract. All consideration from contracts is included in the transaction price.
The Company’s contracts with multiple performance obligations are considered to be fulfilled upon the completion
of each trade show, publication issuance or as advertising services are provided, as applicable. The Company’s
contracts consist of subscription revenue, implementation fees and professional services. Fees associated with
implementation and professional services are deferred and recognized over the expected customer life, which is four
years. Subscription revenue is recognized over the term of the contract. The Company’s contracts associated with the
subscription software and services are generally three-year terms with one-year renewals. The Company’s contracts
do not include material variable consideration.
Note 4. Business Acquisitions
The Company acquired certain assets and assumed certain liabilities of four companies in 2024 (the “2024
Acquisitions”), one company in 2023 (the “2023 Acquisition”) and two companies in 2022 (the “2022 Acquisitions”)
as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business
combination.
The Company recorded goodwill of $19.9 million and $8.4 million for the business acquisitions in the years ended
December 31, 2024 and 2023, respectively. In the view of management, the goodwill recorded reflects the future cash
flow expectations for the acquired businesses’ market positions in their respective industries, synergies and assembled
workforce. The fair values of acquired customer-relationship intangibles are estimated using a discounted cash flow
analysis. The significant assumptions used in the discounted cash flow analysis include future cash flows, growth
rates, discount rates, and tax rates. These assumptions are used in developing the present value of future cash flow
projections which are the basis of the fair value calculation.

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2024 Acquisitions
GRC World Forums (“GRC”)
In furtherance of the Company’s portfolio optimization strategy to enhance its offerings in the governance, risk
management and compliance sectors and also to expand its global footprint, the Company executed a share purchase
agreement on August 5, 2024 to acquire all the assets and assume certain liabilities of the UK-based business known
as GRC World Forums (collectively known as “GRC”). GRC produces in-person events and livestream experiences
in the governance, risk management and compliance business sectors. The total estimated purchase price of $2.9
million included an initial cash payment of $1.2 million and contingent consideration with an estimated fair value of
$1.2 million. As of December 31, 2024, the estimated fair value of the contingent consideration was $0.8 million. This
amount was measured based on significant unobservable inputs and probability weightings using a Monte Carlo
simulation. The acquisition was financed with cash from operations.
The contingent consideration liability related to the acquisition of GRC consists of a potential payment based on a
range of multiples, which are dependent upon the acquisition’s compounded average EBITDA growth rate between
2024 and 2027, being applied to their EBITDA growth from 2024 EBITDA. The payment is expected to be settled in
the first quarter of 2028.
External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $2.0 million of
revenue and $0.3 million of net income generated from the acquisition of GRC during the year ended December 31,
2024. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets
and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from
synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially
all of the goodwill recorded is expected to be deductible for income tax purposes.
Identified intangible assets associated with GRC included trade name and customer relationship intangible assets of
$0.4 million and $1.0 million, respectively. The weighted-average amortization period of the trade name intangible
assets acquired was 3.0 years. The weighted-average amortization period of the customer relationship intangible assets
acquired was 3.0 years. There is no assumed residual value for the acquired trade name and customer relationship
intangible assets.
The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions)
August 5,
2024
Trade and other receivables
$
0.2
Goodwill
3.7
Intangible assets
1.4
Deferred revenues
(1.2)
Accounts payable and other current liabilities
(1.2)
Purchase price, including working capital adjustment
$
2.9
Over the Pond Media (“Glamping Americas”)
In furtherance of the Company’s portfolio optimization strategy to expand its footprint in the outdoor industry,
particularly focused on a market that combines outdoor adventure with upscale accommodations, the Company
executed an asset purchase agreement on August 5, 2024 to acquire all the assets and assume certain liabilities of the
business known as Over the Pond Media (collectively known as “Glamping Americas”). Glamping Americas produces
the only glamping industry event in the Americas. The total estimated purchase price of $3.0 million included an
initial cash payment of $2.3 million and contingent consideration with an estimated fair value of $0.4 million. The
contingent consideration liability related to the acquisition of Glamping Americas consists of a potential payment
based on Glamping America’s 2024 EBITDA. The payment is expected to be settled in the first quarter of 2025. As
of December 31, 2024, the estimated fair value of the contingent consideration was $0.4 million. The acquisition was
financed with cash from operations.

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External acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $1.2 million of
revenue and $0.4 million of net income generated from the acquisition of Glamping Americas during the year ended
December 31, 2024. Goodwill was calculated as the excess of the purchase price over the estimated fair values of
acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic
benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits.
Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.
Identified intangible assets associated with Glamping Americas included trade name and customer relationship
intangible assets of $0.2 million and $0.6 million, respectively. The weighted-average amortization period of the trade
name intangible assets acquired was 4.0 years. The weighted-average amortization period of the customer relationship
intangible assets acquired was 4.0 years. There is no assumed residual value for the acquired trade name and customer
relationship intangible assets.
The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions)
August 5,
2024
Trade and other receivables
$
0.1
Prepaid expenses and other current assets
0.2
Goodwill
2.6
Intangible assets
0.8
Deferred Revenues
(0.7)
Purchase price, including working capital adjustment
$
3.0
The Futurist
On May 7, 2024, the Company executed an asset purchase agreement to acquire the assets and assume certain
liabilities of the Blockchain Futurist Conference and its associated experiences (collectively known as the “Futurist”).
The total estimated purchase price of $1.9 million included an initial cash payment of $1.1 million and contingent
consideration with an estimated fair value of $0.9 million. As of December 31, 2024, the estimated fair value of the
contingent consideration was $0.3 million. The Company recorded goodwill of $1.8 million in connection with the
Futurist acquisition. The acquisition was financed with cash from operations. There was $1.6 million of revenue and
$0.2 million of net income generated from the acquisition of Futurist during the year ended December 31, 2024.
Hotel Interactive
In furtherance of the Company’s portfolio optimization strategy to enhance its best-in-class hosted buyer platform,
the Company executed an asset purchase agreement on January 19, 2024 to acquire all the assets and assume certain
liabilities of the business known as Hotel Interactive. Hotel Interactive produces hosted buyer events in the hotel,
hospitality, food service and healthcare and senior living space sectors. The total estimated purchase price of $13.5
million included an initial cash payment of $11.6 million and contingent consideration with an estimated fair value of
$2.7 million, as well as a $0.8 million post close working capital adjustment receivable from the seller. As of
December 31, 2024, the estimated fair value of the contingent consideration was $2.0 million. This amount was
measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. During
the year ended December 31, 2024, the Company received $1.0 million from the seller for certain working capital
adjustments, which is recorded in investing activities in the Company’s consolidated statement of cash flow. The
acquisition was financed with cash from operations.
The contingent consideration liability related to the acquisition of Hotel Interactive consists of two potential payments,
the interim payment and the final payment. The interim payment is based on a range of multiples, which are dependent
upon the acquisition’s compounded annual EBITDA growth rate from 2023 to 2024, being applied to the 2024
EBITDA growth from a specified EBITDA target. The interim payment will be settled in the second quarter of 2025.
The final payment is based on a range of multiples, which are dependent upon the acquisition’s 3-year compounded
annual EBITDA growth rate from 2023 to 2026, being applied to the average annual EBITDA growth in calendar
years 2025 and 2026, from a specified EBITDA target, less the interim payment. The final payment will be settled in
the second quarter of 2027.

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External acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $8.6 million of
revenue and $0.5 million of net income generated from the acquisition of Hotel Interactive during the year ended
December 31, 2024. Goodwill was calculated as the excess of the purchase price over the estimated fair values of
acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic
benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits.
Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.
Identified intangible assets associated with Hotel Interactive included trade name and customer relationship intangible
assets of $1.6 million and $2.5 million, respectively. The weighted-average amortization period of the trade name
intangible assets acquired was 10.0 years. The weighted-average amortization period of the customer relationship
intangible assets acquired was 4.0 years. There is no assumed residual value for the acquired trade name and customer
relationship intangible assets. The measurement period for the acquisition closed in the third quarter of 2024.
The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions)
January 19,
2024
Trade and other receivables
$
1.2
Prepaid expenses and other current assets
1.1
Goodwill
11.8
Intangible assets
4.1
Deferred Revenues
(4.7)
Purchase price, including working capital adjustment
$
13.5
2023 Acquisition
Lodestone Events (“Lodestone”)
In furtherance of the Company’s strategy to expand into the growing business-to-consumer event space, the Company
executed an asset purchase agreement on January 9, 2023 to acquire certain assets and assume certain liabilities of the
business known as Lodestone for a total estimated purchase price of $10.2 million, which included an initial cash
payment of $9.5 million and contingent consideration with an estimated fair value of $0.7 million. The contingent
consideration liability related to the acquisition of Lodestone consists of a potential payment based on Lodestone’s
average annual EBITDA during the period from January 1, 2025 through December 31, 2026. The payment is expected
to be settled in the second quarter of 2027. As of December 31, 2024, the estimated fair value of the contingent
consideration was $4.6 million. This amount was measured based on significant unobservable inputs and probability
weightings using a Monte Carlo simulation. Lodestone produces the Overland Expo series of vehicle-based, adventure
travel consumer shows. The acquisition was financed with cash from operations.
External acquisition costs of $0.4 million were expensed as incurred and included in selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $9.0 million of
revenue and $4.4 million of net income generated from the acquisition of Lodestone during the year ended December
31, 2023. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets
and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from
synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially
all of the goodwill recorded is expected to be deductible for income tax purposes.
Identified intangible assets associated with Lodestone included trade name and customer relationship intangible assets
of $1.1 million and $2.3 million, respectively. The weighted-average amortization period of the trade name intangible
assets acquired was 5.0 years. The weighted-average amortization period of the customer relationship intangible assets
acquired was 6.0 years. There is no assumed residual value for the acquired trade name and customer relationship
intangible assets. The measurement period for the acquisition closed in the second quarter of 2023.

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The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions)
January 9,
2023
Trade and other receivables
$
1.8
Prepaid expenses and other current assets
0.2
Goodwill
8.4
Intangible assets
3.4
Deferred revenues
(3.6)
Purchase price, including working capital adjustment
$
10.2
2022 Acquisitions
Bulletin, Inc. (“Bulletin”)
In furtherance of the Company’s strategy to combine both in-person and e-commerce offerings, the Company executed
an asset purchase agreement on July 11, 2022 to acquire certain assets and assume certain liabilities of the business
known as Bulletin for a total estimated purchase price of $9.9 million, which included an initial cash payment of $8.9
million and contingent consideration with an estimated fair value of $1.0 million. The contingent consideration
liability related to the acquisition of Bulletin of $1.0 million, consists of a potential payment based on the 2026 Bulletin
EBITDA. The 2026 payment is expected to be settled in the second quarter of 2027. As of December 31, 2024, the
estimated fair value of the contingent consideration was not material. Bulletin is an online wholesale market for retail
where brands, buyers and designers gather to connect and discover new products. The acquisition was financed with
cash from operations.
External acquisition costs of $1.1 million were expensed as incurred and included in selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The Bulletin acquisition
generated a net loss of $1.8 million during the year ended December 31, 2022. The revenue generated by Bulletin
during the year ended December 31, 2022, was not material. Goodwill was calculated as the excess of the purchase
price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and
is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to
certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is
expected to be deductible for income tax purposes.
Identified intangible assets associated with Bulletin included acquired technology and trade name intangible assets of
$2.0 million and $0.1 million, respectively. The weighted-average amortization period of the acquired technology was
3.0 years. The weighted-average amortization period of the trade name intangible assets acquired was 3.0 years. There
is no assumed residual value for the acquired technology and trade name intangible assets.
The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions)
July 11,
2022
Trade receivables and prepaid expenses
$
0.4
Goodwill
7.9
Intangible assets
2.1
Accounts payable and other current liabilities
(0.5)
Purchase price
$
9.9
Advertising Week
In furtherance of the Company’s strategy to provide year-round engagement and optimize its portfolio within strategic
growth industries, the Company executed an asset purchase agreement on June 21, 2022 to acquire all the assets and
assume certain liabilities of the business known as Advertising Week from Stillwell Partners for a total estimated
purchase price of $34.3 million, which included an initial cash payment of $28.4 million and contingent consideration
with an estimated fair value of $5.9 million. As of December 31, 2024, the estimated fair value of the contingent
consideration was $2.3 million. This amount was measured based on significant unobservable inputs and probability
weightings using a Monte Carlo simulation. Advertising Week is a global event and thought leadership platform
focused on marketing, media, technology, and culture. The acquisition was financed with cash from operations.

86
Identified intangible assets associated with Advertising Week included trade name, customer relationship and content
intangible assets of $5.4 million, $5.9 million and $1.1 million, respectively. The weighted-average amortization
period of the trade names acquired was 15.0 years. The weighted-average amortization period of the customer
relationship intangible assets acquired was 10.0 years, based on the expected pattern of economic benefit used to
calculate their fair value. The weighted-average amortization period of the content intangible assets acquired was 7.0
years. There is no assumed residual value for the acquired content, trade names, or customer relationships.
The contingent consideration liability related to the acquisition of Advertising Week in the amount of $5.9 million as
of the acquisition date, consists of two potential payments: the 2023 payment and the 2026 payment. The 2023
payment was based on a multiple of 2023 EBITDA growth from a specified EBITDA target. The Advertising Week
business did not achieve growth from the specified EBITDA target in fiscal year 2023 and therefore did not receive
the 2023 payment. The 2026 payment is based on a range of multiples, which are dependent upon the acquisition’s 5-
year compounded annual EBITDA growth rate from 2021 through 2026, being applied to the average annual EBITDA
growth in calendar years 2024, 2025 and 2026, from a specified EBITDA target, less the 2023 payment. The 2026
payment will be settled in the second quarter of 2027. The 2023 and 2026 payments are not capped as they are based
on increases in EBITDA. Therefore, there is no pre-determined upper limit to the undiscounted range.
External acquisition costs of $0.6 million were expensed as incurred and included in selling, general and administrative
expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $14.6 million
of revenue and $2.2 million of net income generated from the acquisition of Advertising Week during the year ended
December 31, 2022. Goodwill was calculated as the excess of the purchase price over the estimated fair values of
acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future
economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies
and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax
purposes.
The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date:
(in millions)
June 21,
2022
Trade and other receivables
$
3.8
Prepaid expenses and other current assets
0.3
Goodwill
23.6
Intangible assets
12.4
Right-of-use lease asset
1.2
Accounts payable and other current liabilities
(2.7)
Deferred revenues
(3.1)
Right-of-use lease liability
(1.2)
Purchase price
$
34.3
Supplemental Pro-Forma Financial Information
Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2024, 2023 and 2022
acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving
effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest
expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company
believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative
purposes and is not necessarily indicative of what the Company’s financial position or results of operations actually
would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the
future financial position or operating results of the combined companies. Further, the supplemental unaudited pro-
forma information has not been adjusted for show timing differences or discontinued events.

87
Year Ended December 31,
2024
2023
2022
(in millions)
(Unaudited)
Pro-forma revenues(1)
Hotel Interactive
$
—
$
7.9
$
—
Other 2024 acquisitions(2)
0.9
4.9
—
Lodestone
—
—
6.4
Advertising Week
—
—
5.5
Emerald revenue
398.8
382.8
325.9
Total pro-forma revenues
$
399.7
$
395.6
$
337.8
Pro-forma net income (loss)
Hotel Interactive
$
—
$
0.8
$
—
Other 2024 acquisitions(2)
(0.8)
0.8
—
Lodestone
—
—
0.5
Bulletin
—
—
(2.1)
Advertising Week
—
—
(0.7)
Emerald net income (loss)
2.2
(8.2)
130.8
Total pro-forma net income (loss)
$
1.4
$
(6.6) $
128.5
(1)
Pro-forma revenues from the Bulletin acquisition were not material to the year ended
December 31, 2022.
(2)
Includes the Company’s acquisitions of Futurist, Glamping Americas and GRC in the
year ended December 31, 2024.
Note 5. Property and Equipment
Property and equipment, net, consisted of the following:
December 31,
(in millions)
2024
2023
Furniture, equipment and other
$
5.8
$
5.2
Leasehold improvements
1.4
1.0
$
7.2
$
6.2
Less: Accumulated depreciation
(5.4)
(4.7)
Property and equipment, net
$
1.8
$
1.5
Depreciation expense related to property and equipment for the years ended December 31, 2024, 2023 and 2022 was
$1.0 million, $1.0 million and $1.6 million, respectively.

88
Note 6. Intangible Assets and Goodwill
Intangible Assets, Net
Intangible assets, net consist of the following:
(in millions)
Indefinite-
lived
trade
names
Customer
relationship
intangibles
Definite-
lived
trade
names
Acquired
Technology
Acquired
Content
Computer
software
Capitalized
software in
progress
Total
Intangible
Assets
Gross carrying
amount at
December 31, 2024
$
45.7
$
363.6
$
92.3
$
8.4
$
2.6
$
45.1
$
2.3
$
560.0
Accumulated
amortization
—
(343.5)
(27.6)
(5.7)
(1.4)
(25.9)
—
(404.1)
Net carrying
amount at
December 31, 2024
$
45.7
$
20.1
$
64.7
$
2.7
$
1.2
$
19.2
$
2.3
$
155.9
Gross carrying
amount at
December 31, 2023
$
52.6
$
365.4
$
91.1
$
8.4
$
2.6
$
36.9
$
1.6
$
558.6
Accumulated
amortization
—
(336.7)
(22.6)
(4.7)
(1.0)
(18.5)
—
(383.5)
Net carrying
amount at
December 31, 2023
$
52.6
$
28.7
$
68.5
$
3.7
$
1.6
$
18.4
$
1.6
$
175.1
Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $27.3 million, $44.0 million and
$56.1 million, respectively.
Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending
December 31:
(in millions)
2025
23.6
2026
18.7
2027
13.3
2028
7.3
2029
5.0
Thereafter
40.0
$
107.9
Intangible asset impairments for the year ended December 31, 2024, included non-cash impairments of $7.3 million
for indefinite-lived and definite-lived trade name intangible assets. There were no intangible asset impairments for the
year ended December 31, 2023. Intangible asset impairments for the year ended December 31, 2022, included non-
cash impairments of $1.6 million for indefinite-lived trade name intangible assets. All intangible asset impairments
are presented in the consolidated statements of (loss) income and comprehensive (loss) income as intangible asset
impairments.
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets
2024 Impairments
During the fourth quarter of 2024, the Company identified an impairment trigger for one of its definite-lived intangible
assets due to the cancellation of a certain event that was not contributing to profitability. As a result, during the fourth
quarter of 2024, the Company recorded an impairment of $0.4 million to write-off the carrying value related to the
definite-lived trade name intangible asset in the Connections reportable segment. The impairment is reported in
intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The
long-lived asset impaired during the fourth quarter of 2024 had a remaining fair value of zero due to the cancellation
of the event related to the trade name intangible asset.

89
2023 Impairments
During the year ended December 31, 2023, there were no triggering events or changes in circumstances that would
indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no
quantitative assessment for impairment was required during the year.
2022 Impairments
During the first quarter of 2022, the Company identified an interim impairment trigger for two of its definite-lived
intangible assets. As a result, the Company performed a recoverability analysis on the definite-lived intangible assets
and determined that the carrying value was recoverable. No additional triggering events or changes in circumstances
that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable
occurred for the remainder of the year ended December 31, 2022. As such, no quantitative assessment for impairment
was required during the year.
Impairment of Indefinite-Lived Intangible Assets
2024 Impairments
During the third quarter of 2024, the Company identified an interim impairment trigger for two of its indefinite-lived
intangible assets due to the cancellation of certain events that were not contributing to profitability. As a result, the
Company performed a quantitative analysis utilizing the “relief from royalty payments” method with assumptions that
are considered level 3 inputs. As a result of the interim impairment assessment, the Company recorded an impairment
of $6.3 million to certain indefinite-lived trade name intangible assets. The impairment is reported in intangible asset
impairments in the consolidated statements of (loss) income and comprehensive (loss) income.
The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible
assets on October 31, 2024. The quantitative analysis utilized the “relief from royalty payments” method with
assumptions that are considered level 3 inputs and concluded one of the indefinite-lived trade name assets had a
carrying value in excess of its fair value as of October 31, 2024. As a result, during the fourth quarter of 2024, the
Company recorded an impairment of $0.6 million related to a certain indefinite-live trade name intangible asset. The
impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and
comprehensive (loss) income. The indefinite-lived trade name intangible asset impaired during the fourth quarter of
2024 had a remaining fair value of $1.1 million as of October 31, 2024.
The Company recorded total impairments of $6.9 million to certain indefinite-lived trade name intangible assets
related to the Connections reportable segment for the year ended December 31, 2024.
2023 Impairments
The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible
assets on October 31, 2023. The quantitative analysis utilized the “relief from royalty payments” method with
assumptions that are considered level 3 inputs and concluded that each of the indefinite-lived trade name asset groups
had fair values in excess of their carrying values as of October 31, 2023, and therefore no impairments were identified.
2022 Impairments
During the first quarter of 2022, the Company identified an interim impairment trigger for three of its indefinite-lived
intangible assets. As a result, the Company performed a quantitative analysis utilizing the “relief from royalty
payments” method with assumptions that are considered level 3 inputs. As a result of the January 31, 2022 impairment
assessment, the Company recorded an impairment of $1.6 million for one indefinite-lived trade name intangible asset.
The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and
comprehensive (loss) income.
The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible
assets on October 31, 2022. The quantitative analysis utilized the “relief from royalty payments” method with
assumptions that are considered level 3 inputs and concluded that each of the indefinite-lived trade name asset groups
had fair values in excess of their carrying values as of October 31, 2022, and therefore no impairments were identified.

90
The Company recorded total impairments of $1.6 million to a certain indefinite-lived trade name intangible asset for
the year ended December 31, 2022. These impairments all related to certain indefinite-lived trade name intangible
assets in the Connections reportable segment.
Goodwill
The table below summarizes the changes in the carrying amount of goodwill for each reportable segment:
Reportable Segment
(in millions)
Commerce
(Legacy)
Design,
Creative &
Technology
(Legacy)
Connections
All Other
All Other
(Legacy)
Total
Balance at December 31, 2022
$
356.1
$
160.8
$
—
$
—
$
28.6
$
545.5
Acquired goodwill
—
—
8.4
—
—
8.4
Transfers
(356.1)
(160.8)
509.9
35.6
(28.6)
—
Balance at December 31, 2023
$
—
$
—
$
518.3
$
35.6
$
—
$
553.9
Acquired goodwill
—
—
19.9
—
—
19.9
Balance at December 31, 2024
$
—
$
—
$
538.2
$
35.6
$
—
$
573.8
Impairment of Goodwill
2024 Impairment
During the fourth quarter of 2024, in connection with the Company’s annual impairment assessment, the Company
performed a quantitative assessment of the Company’s fair value of goodwill using an income approach with
assumptions that are considered level 3 inputs and concluded that the fair value of all reporting units exceeded their
respective carrying values. The fair values of the reporting units were determined by discounting estimated future cash
flows, which were determined based on forecasted revenues, EBITDA margins, debt free net working capital, capital
expenditures and other factors, at a discount rate ranging from 10.6% to 11.8%. As of the date of the Company’s
assessment, there were no reporting units where the fair value of the reporting unit was equal to its carrying value.
No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October
31, 2024.
The Company also considers the amount of headroom for a reporting unit when determining whether an impairment
exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the
annual impairment analysis as of October 31, 2024, the Company determined that the carrying amount of certain
reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of
October 31, 2024, the fair values of the reporting units exceeded their carrying value between 41.0% and 234.9%.
2023 Impairment
During the fourth quarter of 2023, the Company changed its operating segments which resulted in a change in reporting
units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting
units immediately prior to the change in reporting units and immediately after the change on its new reporting units.
To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill
between the components of the old reporting units was determined based on their relative fair value. Due to the change
in reporting units, the Company performed a quantitative assessment of the fair value of its prior and new reporting
units as of October 31, 2023 using an income approach with assumptions that are considered level 3 inputs and
concluded that the fair value of all prior and new reporting unit exceeded their respective carrying values. The fair
values of the prior and new reporting units were determined by discounting estimated future cash flows, which were
determined based on forecasted revenues, EBITDA margins, debt free net working capital, capital expenditures and
other factors, at a discount rate ranging from 13.0% to 15.5%. As of the date of the Company’s assessment, there were
no reporting units where the fair value of the reporting unit was equal to its carrying value. Reporting units where fair
value exceeded carrying value by less than 10% included $25.6 million of goodwill.
No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October
31, 2023.

91
The Company also considers the amount of headroom for a reporting unit when determining whether an impairment
exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the
annual impairment analysis as of October 31, 2023, the Company determined that the carrying amount of certain
reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of
October 31, 2023, the fair values of the reporting units exceeded their carrying value between 4.2% and 241.5%.
2022 Impairments
During the first quarter of 2022, the Company changed its operating segments which resulted in a change in reporting
units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting
units immediately prior to the change in reporting units and immediately after the change on its new reporting units.
To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill
between the components of the old reporting units was determined based on their relative fair value. The Company
had recently completed its annual impairment assessment on October 31, 2021 for its old reporting units. As of this
interim impairment assessment, reporting units where fair value exceeded carrying value by less than 5% included
$214.6 million of goodwill. Due to the change in reporting units, the Company performed a quantitative assessment
of the fair value of its prior and new reporting units as of January 31, 2022 using an income approach with assumptions
that are considered level 3 inputs and concluded that the carrying value of one reporting unit exceeded its respective
fair value, resulting in goodwill impairments of $6.0 million and $0.3 million related to the Connections reportable
segment and All Other category, respectively. The fair values of the respective reporting units were determined by
discounting estimated future cash flows, which were determined based on revenue, long-term growth assumptions
ranging from zero to 3.0%, at a discount rate ranging from 12.8% to 15.5%. As of the date of the Company’s
assessment, reporting units where the fair value of the reporting unit was equal to its carrying value contained $3.1
million of goodwill.
No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October
31, 2022.
The Company also considers the amount of headroom for a reporting unit when determining whether an impairment
exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the
annual impairment analysis as of October 31, 2022, the Company determined that the carrying amount of certain
reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of
October 31, 2022, the fair values of the reporting units exceeded their carrying value between 53.2% and 1,809.5%.
Total accumulated goodwill impairments are $686.0 million through December 31, 2024.
Note 7. Debt
Debt is comprised of the following indebtedness to various lenders:
(in millions)
December 31,
2024
December 31,
2023
Extended Term Loan Facility, with
interest at SOFR plus 5.10% as of
December 31, 2024 and 2023, respectively,
(equal to 9.46% and 10.46% at December 31,
2024 and 2023, respectively) due 2026, net(a)
$
402.7
$
402.9
Less: Current maturities
4.2
4.2
Long-term debt, net of current maturities, debt
discount and deferred financing fees
$
398.5
$
398.7
(a)
The Extended Term Loan Facility (as defined below), scheduled to mature on May 22, 2026, was
recorded net of unamortized discount of $5.6 million and net of unamortized deferred financing
fees of $0.9 million as of December 31, 2024. The Extended Term Loan Facility as of December 31,
2023 was recorded net of unamortized discount of $8.9 million and net of unamortized deferred
financing fees of $1.5 million. The fair market value of the Company’s debt under the Extended
Term Loan Facility was $411.0 million as of December 31, 2024.

92
Term Loan Facility
On June 12, 2023, (the “Term Loan Amendment Effective Date”) Emerald X, Inc. (“Emerald X”), a wholly-owned
subsidiary of the Company, entered into a Sixth Amendment (the “Term Loan Amendment”) to its Amended and
Restated Credit Agreement by and among Emerald X, as Borrower, the guarantors party thereto, the lenders party
thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit
Agreement, dated as of May 22, 2017 (as amended from time to time, the “Amended and Restated Credit Agreement”).
The Term Loan Amendment extended the maturity of the term loans outstanding under the Amended and Restated
Credit Agreement (such term loan facility, as effect prior to the Term Loan Amendment Effective Date, the “Amended
and Restated Term Loan Facility”, and as extended by the Term Loan Amendment, the “Extended Term Loan
Facility”) from May 22, 2024 to May 22, 2026. The aggregate outstanding principal amount of the Extended Term
Loan Facility was approximately $415.3 million as of the Term Loan Amendment Effective Date. Of the $415.3
million, $175.9 million was funded through a non-cash rollover from existing lenders and $239.4 million was funded
through cash transactions.
The Term Loan Amendment replaced the interest rate applicable to the term loans 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. Prior to the Term
Loan Amendment, the interest rate applicable to the term loans was a rate equal to, at the option of Emerald X, (i)
LIBOR plus 2.75% or 2.50% per annum, depending on Emerald X’s first lien net leverage ratio or (ii) ABR plus
1.75% or 1.50% per annum, depending on Emerald X’s first lien net leverage ratio. The effective interest rate at
December 31, 2024 and December 31, 2023 was 10.68% and 11.66%, respectively.
The Extended Term Loan Facility proceeds of $415.3 million, net of $12.5 million of original issuance discount
(“OID”), were used to repay the previously outstanding principal and interest under the Amended and Restated Term
Loan Facility and third party fees of $3.5 million. Of the $12.5 million of OID paid, $2.1 million was recognized as
loss on extinguishment of debt and $10.4 million will be amortized over the life of the Extended Term Loan Facility
using the effective interest method. Of the $3.5 million in third party fees, $2.1 million was recognized as interest
expense and $1.4 million will be amortized over the life of the Extended Term Loan Facility using the effective interest
method. As of December 31, 2023, there were no unpaid debt issuance costs. The loss on extinguishment of debt of
$2.3 million for the year ended December 31, 2023, included $2.1 million of OID related to the Extended Term Loan
Facility and $0.2 million of previously capitalized OID and debt issuance costs which were allocated to lenders whose
balances were extinguished.
The Term Loan Amendment also reset scheduled quarterly payments, each equal to 0.25% of the original principal
amount of the Extended Term Loan Facility. Further, the Term Loan Amendment modified the prepayment provisions
so that, upon the occurrence of a repricing transaction, subject to certain specified exceptions, Emerald X would have
been required to pay a prepayment fee of 2%, in the event of a repricing transaction occurring within the first twelve
months after the Term Loan Amendment Effective Date, or 1%, in the event of a repricing transaction occurring on a
date that is between twelve months after the Term Loan Amendment Effective Date and eighteen months after the
Term Loan Amendment Effective Date. No prepayment premium is payable for prepayments made after the eighteen
month anniversary of the Term Loan Amendment Effective Date. Emerald X made no voluntary prepayments on the
Extended Term Loan Facility during the years ended December 31, 2024 and 2023.
Revolving Credit Facility
On February 2, 2023, Emerald X entered into a Fifth Amendment (the “RCF Amendment”) to its Amended and
Restated Credit Agreement. The RCF Amendment increased the aggregate amount of all revolving commitments
under the Amended and Restated Credit Agreement from $100.4 million to $110.0 million (such facility, as amended
by the RCF Amendment, the “Extended Revolving Credit Facility”). The increased revolving commitments have the
same terms as the previously existing revolving commitments. The RCF Amendment did not change any other material
terms of the Amended and Restated Credit Agreement. The Company paid $0.6 million in financing fees related to
the RCF Amendment during the first quarter of 2023.

93
Emerald X was required to pay a quarterly commitment fee in respect of the unutilized revolving commitments under
the Amended and Restated Credit Agreement in an amount equal to 0.50% per annum, calculated on the unused
portion of the facility, which is reduced to 0.375% upon achievement of a Total First Lien Ratio of 3.50 to 1.00. Upon
the issuance of letters of credit under the Amended and Restated Credit Agreement, Emerald X was 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 Amended and Restated Credit Agreement.
Emerald X had no outstanding borrowings under the revolving portion of its Amended and Restated Credit Agreement
as of December 31, 2024 and 2023. Emerald X had $0.7 million and $1.0 million, respectively, in stand-by letters of
credit outstanding under the revolving portion of its Amended and Restated Credit Agreement as of December 31,
2024 and 2023. During the years ended December 31, 2024 and 2023, revolving borrowings under the Amended and
Restated Credit Agreement were subject to an interest rate equal to Term SOFR plus 2.25% or ABR plus 1.25%. As
of December 31, 2024, Emerald X had $109.3 million in additional revolving borrowing capacity under the Amended
and Restated Credit Agreement (after giving effect to $0.7 million of outstanding letters of credit).
Guarantees; Collateral; Covenants; Events of Default
All obligations under the Amended and Restated Senior Secured Credit Facilities were guaranteed by Emerald X’s
direct parent company and, subject to certain exceptions, by all of Emerald X’s direct and indirect wholly owned
domestic subsidiaries. As of December 31, 2024, 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 were
secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by
Emerald X or by any guarantor.
The Amended and Restated Senior Secured Credit Facilities contained 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
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.
In addition, the Extended Revolving Credit Facility contained a financial covenant requiring Emerald X to comply
with a 5.50 to 1.00 total first lien net secured leverage ratio test. This financial covenant was required to be tested
quarterly only 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 and cash collateralized
letters of credit) exceeded 35% of the total commitments thereunder. As of December 31, 2024, this financial covenant
had not been triggered and Emerald X was in compliance with all covenants under the Amended and Restated Senior
Secured Credit Facilities.
Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others,
nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults;
material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied
or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or
security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities
through December 31, 2024.
During the years ended December 31, 2024, 2023 and 2022, Emerald X made no revolving loan borrowings or
revolving loan repayments under the Amended and Restated Credit Agreement.

94
Interest Expense
Interest expense reported in the consolidated statements of (loss) income and comprehensive (loss) income consists
of the following:
Year Ended December 31,
(in millions)
2024
2023
2022
Extended Term Loan Facility
$
43.0
$
23.8
$
—
Amended and Restated Term Loan Facility
—
13.9
22.3
Term Loan Amendment third party fees
—
2.1
—
Non-cash interest for amortization of debt discount
and debt issuance costs
4.3
3.0
1.7
Revolving credit facility interest and commitment fees
0.5
0.5
0.5
Total interest expense
$
47.8
$
43.3
$
24.5
Note 8. Leases
The Company accounts for leases in accordance with ASC 842: Leases. The Company determines if an arrangement
is or contains a lease at contract inception. The Company’s leases consist of operating leases for office space and
certain equipment. The Company does not have any financing leases. For arrangements where the Company is the
lessee, a right-of-use lease asset, representing the underlying asset during the lease term, and a right-of-use lease
liability, representing the payment obligation arising from the lease, are reported on the balance sheet at lease
commencement based on the present value of the payment obligation. Right-of-use lease assets also include any initial
direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives
received. The Company’s leases have a remaining contractual term of 1 years to 5 years, some of which include
options to extend the lease term for up to five years and options to terminate. The options to extend certain lease terms
or terminate certain leases are at the sole discretion of the Company. As the Company is not reasonably certain that it
will exercise these options, none of the options to modify the lease terms are included in the Company’s right-of-use
lease assets and right-of-use lease liabilities as of December 31, 2024. The Company’s weighted-average remaining
lease term was 2.6 years and 3.5 years as of December 31, 2024 and 2023, respectively.
Short-term operating leases with a contractual term of 12 months or less are not reported on the balance sheet, but
instead are expensed as incurred and included as selling, general and administrative expense on the consolidated
statements of (loss) income and comprehensive (loss) income and are considered rent expense. Short-term operating
lease costs were not material for the years ended December 31, 2024, 2023 and 2022, respectively. Leases with a
duration of less than one month are not included in rent expense. Operating lease cost is recognized on a straight-line
basis over the related lease term. Rent expense was $3.3 million, $4.2 million and $7.5 million for the years ended
December 31, 2024, 2023 and 2022, respectively. The Company reported $1.2 million in rent expense on the
consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues for the years ended
December 31, 2024, 2023 and 2022, and $2.1 million, $3.0 million and $6.3 million in rent expense on the
consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative
expense for the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31,
2024, 2023 and 2022, the Company recorded $0.1 million, $0.9 million and $3.0 million, respectively, of loss on lease
abandonment for operating lease ROU assets related to offices closed in 2024, 2023 and 2022, respectively, which are
reported on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and
administrative expense.
Certain of the Company’s lease agreements include variable lease payments. Variable lease costs were $0.1 million,
$0.2 million and $0.2 million for the each of the years ended December 31, 2024, 2023 and 2022, respectively.

95
Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2024 were as
follows:
(in millions)
December 31,
2024
2025
$
4.0
2026
4.0
2027
1.7
2028
0.5
2029
0.1
Thereafter
—
Minimum lease payments
$
10.3
Less: Imputed interest
(0.8)
Present value of minimum lease payments
$
9.5
Supplemental cash flow and other information related to leases were as follows:
December 31,
(in millions)
2024
2023
2022
Cash paid for amounts included in the measurement of
right-of-use lease liabilities:
Cash paid reported as operating activities on the
consolidated statements of cash flows
$
3.9
$
4.6
$
5.4
Right-of-use lease assets obtained in exchange for new
right-of-use lease liabilities
$
0.2
$
1.9
$
1.9
The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company
determined the discount rate based on its incremental collateralized borrowing rate using the portfolio approach. The
Company’s weighted-average discount rate used to measure right-of-use lease liabilities was 5.2% and 5.1% as of
December 31, 2024 and 2023, respectively.
Note 9. Fair Value Measurements
As of December 31, 2024, the Company’s assets and liabilities measured at fair value on a recurring basis are
categorized in the table below:
December 31, 2024
(in millions)
Total
Level 1
Level 2
Level 3
Assets
Cash and cash equivalents
$
31.1
$
31.1
$
—
$
—
Money market mutual funds(a)
163.7
163.7
—
—
Total assets at fair value
$
194.8
$
194.8
$
—
$
—
Liabilities
Market-based share awards liability(b)
$
0.5
$
—
$
—
$
0.5
Contingent consideration(b)
10.7
—
—
10.7
Total liabilities at fair value
$
11.2
$
—
$
—
$
11.2
(a)
The Company’s money market mutual funds of $163.7 million as of December 31, 2024 are included
within cash and cash equivalents in the consolidated balance sheets. The money market mutual funds are
traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The
fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the
reporting date.

96
(b)
The market-based share awards liability of $0.5 million as of December 31, 2024 is included within other
noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based
share awards and contingent consideration are derived from valuation techniques in which one or more
significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration
of $0.7 million as of December 31, 2024 is included within contingent consideration in the consolidated
balance sheets and contingent consideration of $10.0 million is included within other noncurrent liabilities
in the consolidated balance sheets.
As of December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis are
categorized in the table below:
December 31, 2023
(in millions)
Total
Level 1
Level 2
Level 3
Assets
Cash and cash equivalents
$
27.2
$
27.2
$
—
$
—
Money market mutual funds(a)
177.0
177.0
—
—
Total assets at fair value
$
204.2
$
204.2
$
—
$
—
Liabilities
Market-based share awards liability(b)
$
0.8
$
—
$
—
$
0.8
Contingent consideration(b)
6.9
—
—
6.9
Total liabilities at fair value
$
7.7
$
—
$
—
$
7.7
(a)
The Company’s money market mutual funds are based on the closing price of these assets as of the
reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted
quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active
market and classified as Level 1 assets.
(b)
Included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the
Company’s market-based share awards and contingent consideration are derived from valuation
techniques in which one or more significant inputs are unobservable, including the Company’s own
assumptions.
The contingent consideration liability of $10.7 million as of December 31, 2024 consists of liabilities of $0.7 million,
$9.2 million and $0.8 million, which are expected to be paid in 2025, 2027 and 2028, respectively.
As of December 31, 2024 and 2023, the contingent consideration liability related to the acquisition of Advertising
Week was $2.3 million and $4.9 million, respectively, which consisted of two potential payments, the 2023 payment
and the 2026 payment. During 2023, the specified EBITDA target for the 2023 payment was not met and therefore
this amount as of December 31, 2024 represents the estimated 2026 payment. The 2026 payment is based on a range
of multiples, which are dependent upon the acquisition’s 5-year compounded annual EBITDA growth rate from 2021
through 2026, being applied to the average annual EBITDA growth in calendar years 2024, 2025 and 2026, from a
specified EBITDA target, less the 2023 payment. The 2026 payment is expected to be settled in the second quarter of
2027. The 2026 payment is not capped as it is based on increases in EBITDA. Therefore, there is no pre-determined
upper limit to the undiscounted range.
Contingent consideration related to the Company’s other acquisitions amounted to $8.4 million and $2.0 million as of
December 31, 2024 and 2023, respectively. These contingent payments are based on the achievement of various
revenue or EBITDA growth metrics. The Company expects to pay $0.7 million, $6.9 million and $0.8 million, in
2025, 2027 and 2028, respectively, related to these contingent consideration liabilities as of December 31, 2024. The
Company paid $0.2 million in contingent consideration during the first quarter of 2024 in relation to the Company’s
acquisition of AV-iQ. The Company paid $3.7 million in contingent consideration during the second quarter of 2023
in relation to the Company’s acquisition of PlumRiver. The contingent consideration paid during the first quarter of
2023 in relation to the Company’s acquisition of EDspaces was not material.

97
The Company’s contingent consideration liabilities are remeasured based on the methodologies described above at
the end of each reporting period. As a result of these remeasurements, during 2024, 2023 and 2022, the Company
recorded a $1.2 million, $2.4 million and $33.6 million decrease in the fair value of its contingent consideration
liabilities, respectively, which is included in selling, general and administrative expense in the consolidated statements
of (loss) income and comprehensive (loss) income. The determination of the fair value of the contingent consideration
liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and
administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income.
The table below summarizes the changes in fair value of the Company’s contingent consideration liabilities during
the years ended December 31, 2024, 2023 and 2022:
(in millions)
2024
2023
2022
Balance at beginning of period
$
6.9
$
12.3
$
36.2
Payment of contingent consideration
(0.2)
(3.7)
(6.5)
Fair value remeasurement adjustments
(1.2)
(2.4)
(33.6)
Business acquisition
5.2
0.7
6.9
Measurement period adjustment
—
—
8.9
Contingent compensation
—
—
0.4
Balance at end of period
$
10.7
$
6.9
$
12.3
The market-based share award liability was $0.5 million and $0.8 million as of December 31, 2024 and 2023,
respectively. Changes in the fair value of the market-based share award liability is included in selling, general and
administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The
determination of the fair value of the market-based share award liability could change in future periods. See Note 12,
Stock-Based Compensation, for additional information with respect to the market-based share awards.
Note 10. Related-Party Transactions
Investment funds affiliated with Onex Corporation (“Onex”) owned approximately 91.6% of the Company’s
outstanding common stock at December 31, 2024. Affiliates of Onex Corporation held a 96.0% ownership position in
Convex Group Ltd. (“Convex”), which is one of the insurers in the syndicate that provides the Company’s insurance
coverage. The Company made payments of $0.5 million, $0.8 million and $0.3 million to Convex during the years
ended December 31, 2024, 2023 and 2022, respectively. The Company had $0.2 million and $0.3 million due to
Convex as of December 31, 2024 and 2023, respectively. Additionally, certain of the Company’s tradeshows and other
events are held at facilities managed by ASM Global (“ASM”). During the third quarter of 2024, affiliates of Onex
Corporation sold their ownership position in ASM. The Company paid to ASM aggregate fees, inclusive of certain
concessions, equal to $1.0 million, $1.3 million and $1.4 million during the years ended December 31, 2024, 2023
and 2022, respectively. These payments are included in cost of revenues in the consolidated statements of (loss)
income and comprehensive (loss) income.
Note 11. Stockholders’ Equity (Deficit) and Redeemable Convertible Preferred Stock
Common Stock Issuances
On May 3, 2017, the Company completed the initial public offering of its common stock and the Company’s stock
began trading on the New York Stock Exchange under the symbol “EEX”.

98
Redeemable Convertible Preferred Stock
On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex
Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private
placement transaction (the “Initial Private Placement”), 47,058,332 shares of redeemable convertible preferred stock
for a purchase price of $5.60 per share and (ii) effect a rights offering (“Rights Offering”) to holders of its outstanding
common stock of one non-transferable subscription right for each share of the Company’s common stock held, with
each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price
per share. Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not
subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. As
a result of the Initial Private Placement and the Onex Backstop, the Company sold 69,718,919 shares of redeemable
convertible preferred stock to Onex in exchange for $373.3 million, net of fees and expenses of $17.2 million. As a
result of the Rights Offering, the Company issued 1,727,427 shares of redeemable convertible preferred stock in
exchange for $9.7 million.
Mandatory Conversion of Preferred Stock
On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible
preferred stock 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. 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. 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. 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.
Liquidation Preference
Upon liquidation or dissolution of the Company, the holders of redeemable convertible preferred stock were entitled
to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of redeemable
convertible preferred stock would have received if they had converted their redeemable convertible preferred stock
into common stock immediately prior to such liquidation or dissolution.
Dividends
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.
During the year ended December 31, 2023, the Company recorded accretion of $16.7 million with respect to the
redeemable convertible preferred stock, bringing the aggregate liquidation preference to $492.6 million as of
December 31, 2023. Holders of redeemable convertible preferred stock were also entitled to participate in and receive
any dividends declared or paid on the Company’s common stock on an as-converted basis, and no dividends could
have been paid to holders of common stock unless the aggregate accreted liquidation preference on the redeemable
convertible preferred stock had been paid or holders of a majority of the outstanding redeemable convertible preferred
stock had consented to such dividends.
The Company’s Board of Directors (the “Board of Directors” or the “Board”) approved the payment in cash of a
dividend on the Company’s redeemable convertible preferred stock (the “Preferred Stock” and such dividend, the
“Preferred Cash Dividend”) for each of the periods ending March 31, 2024, December 31, 2023 and September 30,
2023, respectively, and the Company paid Preferred Stock Cash Dividends for a total of $8.6 million, or $0.12 per
share, in each such period. Of this amount, approximately $8.4 million in the aggregate was paid to Onex-related
entities in each such period. As a result of the mandatory conversion on May 2, 2024, the dividends that accrued in
the period since the March 31, 2024 Preferred Stock Cash Dividend were settled in stock as a result of the mandatory
conversion on May 2, 2024.

99
There were no cash dividends on preferred stock declared or paid for the year ended December 31, 2022. The
following is a summary of the preferred stock dividends paid for the years ended December 31, 2024 and 2023:
2024
Q1
Q2
Q3
Q4
(dollars in millions, except per share values)
Dividend declared on
March 12, 2024
—
—
—
Stockholders of record on
March 26, 2024
—
—
—
Dividend paid on
March 28, 2024
—
—
—
Dividend per share
$
0.1200
$
—
$
—
$
—
Cash dividend paid
$
8.6
$
—
$
—
$
—
2023
Q1
Q2
Q3
Q4
(dollars in millions, except per share values)
Dividend declared on
—
—
August 1, 2023
November 3, 2023
Stockholders of record on
—
—
August 1, 2023
November 3, 2023
Dividend paid on
—
—
September 29, 2023
December 28, 2023
Dividend per share
$
—
$
—
$
0.1200
$
0.1200
Cash dividend paid
$
—
$
—
$
8.6
$
8.6
Conversion Features
Shares of the redeemable convertible preferred stock were subject to conversion at the option of the holder into a
number of shares of common stock equal to (a) the amount of the accreted liquidation preference, divided by (b) the
applicable conversion price. Each share of redeemable convertible preferred stock had an initial liquidation preference
of $5.60 and were initially convertible into approximately 1.59 shares of common stock, which is equivalent to the
initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share. The
conversion price was subject to customary anti-dilution adjustments upon the occurrence of certain events, including
downward adjustment in the event the Company issued securities, subject to exceptions, at a price that was lower than
the fair market value of such securities.
Redemption Features
The Company had the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or
after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary of the First Closing Date,
105% of the accreted liquidation preference, (b) on or after the seven-year anniversary of the First Closing Date, 103%
of the accreted liquidation preference or (c) on or after the eight-year anniversary of the First Closing Date, the accreted
liquidation preference. In addition, if there was a change of control transaction involving the Company prior to the
six-year anniversary of the First Closing Date, the Company had the right to redeem all, but not less than all, of the
redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the
net present value of the additional amount by which the accreted liquidation preference would have otherwise
increased from the date of such redemption through the sixth anniversary of the First Closing Date. If, after the
Company ceased to have a controlling stockholder group, there was a change of control transaction involving the
Company, holders of redeemable convertible preferred stock could elect to (x) convert their redeemable convertible
preferred stock into shares of common stock at the then-current conversion price or (y) require the Company to redeem
the redeemable convertible preferred stock for cash, at a price per share equal to the then-unpaid accreted liquidation
preference. Although only Unaffiliated Directors (as defined below) could have been involved in any decisions with
respect to the Company’s rights to exercise the redemption features, the holders of the redeemable convertible
preferred stock controlled the majority of the votes through representation on the board of directors. Therefore, the
redeemable convertible preferred stock was required to be accreted to its redemption price on the date the redemption
option first became exercisable. For the fiscal years ending December 31, 2024 and 2023, the Company recorded
$12.7 million and $42.0 million, respectively, in deemed dividends, representing the accretion of the redeemable
convertible preferred stock to the redemption value.

100
Voting Rights
Certain matters would have required the approval of holders of a majority of the redeemable convertible preferred
stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the redeemable
convertible preferred stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any
convertible indebtedness, other class of redeemable convertible preferred stock or other equity securities in each case
with rights to payments or distributions in which the redeemable convertible preferred stock would not participate on
a pro-rata, as-converted basis.
In addition, for so long as the redeemable convertible preferred stock represented more than 30% of the outstanding
common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of
the redeemable convertible preferred stock, the Company could not (i) incur new indebtedness to the extent certain
financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the redeemable convertible
preferred stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a
purchase price in excess of $100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make
a voluntary filing for bankruptcy or commence a dissolution of the Company.
For so long as the redeemable convertible preferred stock represented a minimum percentage of the outstanding shares
of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the redeemable
convertible preferred stock, the holders of the redeemable convertible preferred stock had the right to appoint up to
five members of the Company’s Board of Directors.
All decisions of the Company’s Board with respect to the exercise or waiver of the Company’s rights relating to the
redeemable convertible preferred stock were determined by a majority of the Company’s directors that are not
employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated
Directors.
As part of the transactions contemplated by the Investment Agreement, the Company and Onex entered into a
Registration Rights Agreement whereby Onex is entitled to certain demand and piggyback registration rights in respect
of the redeemable convertible preferred stock and the shares of common stock issuable upon conversion thereof.
Dividends
There were no dividends paid or declared with respect to the Company’s common stock for the years ended
December 31, 2023 and 2022. The following is a summary of the common stock dividends paid for the year ended
December 31, 2024:
2024
Q1
Q2
Q3
Q4
(dollars in millions, except per share values)
Dividend declared on
—
—
August 6, 2024
October 29, 2024
Stockholders of record on
—
—
August 19, 2024
November 11, 2024
Dividend paid on
—
—
August 28, 2024
November 19, 2024
Dividend per share
$
—
$
—
$
0.0150
$
0.0150
Cash dividend paid
$
—
$
—
$
3.1
$
3.0
Share Repurchases
October 2024 Share Repurchase Program Extension and Expansion (“October 2024 Share Repurchase Program”)
On October 29, 2024, the Company’s Board approved an extension and expansion of its share repurchase program,
which allows for the repurchase of $25.0 million of the Company’s common stock through December 31, 2025, subject
to early termination or extension by the Board. The Company repurchased 1,536,769 shares for $7.3 million during
the year ended December 31, 2024 under this extension and expansion. There was $17.6 million remaining available
for share repurchases under the October 2024 Share Repurchase Program as of December 31, 2024. The share
repurchase program may be suspended or discontinued at any time without notice.

101
November 2023 Share Repurchase Program Extension and Expansion (“November 2023 Share Repurchase
Program”)
In November 2023, the Company’s Board approved an extension and expansion of its share repurchase program,
which allows for the repurchase of $25.0 million of the Company’s common stock through December 31, 2024, subject
to early termination or extension by the Board. The Company repurchased 1,278,704 shares for $6.5 million during
the year ended December 31, 2024 under this repurchase program. The Company did not repurchase any shares during
the year ended December 31, 2023 under this extension and expansion; however, the Company repurchased 5,064,140
shares for $16.9 million during the year ended December 31, 2023 under the October 2022 Share Repurchase Program
described below.
October 2022 Share Repurchase Program Extension and Expansion (“October 2022 Share Repurchase Program”)
On October 26, 2022, the Company’s Board approved an extension and expansion of its share repurchase program,
which allows for the repurchase of $20.0 million of the Company’s common stock through December 31, 2023, subject
to early termination or extension by the Board. As described above, the Company repurchased 5,064,140 shares for
$16.9 million during the year ended December 31, 2023 under this repurchase program. The Company settled the
repurchase of 21,393 shares for $0.1 million during the year ended December 31, 2022 under this repurchase program,
and a further 2,861,448 shares for $10.3 million pursuant to the October 2020 Share Repurchase Program, during the
year ended December 31, 2022.
October 2020 Share Repurchase Program
In October 2020, the Company’s Board authorized and approved a $20.0 million share repurchase program. In October
2021, the Company’s Board approved the extension and expansion of the October 2020 Share Repurchase Program,
which allowed for the repurchase of an additional $20.0 million of the Company’s common stock through December
31, 2022. The Company repurchased 2,861,448 shares for $10.3 million during the year ended December 31, 2022
under this repurchase program, as described above.
Note 12. Stock-Based Compensation
Employee Benefit Plans
2013 Stock Option Plan (the “2013 Plan”) and 2017 Omnibus Equity Plan (the “2017 Plan”)
Effective June 17, 2013, the Board approved the adoption of the 2013 Plan. Following the Company’s IPO, the 2013
Plan is no longer used for granting new awards. Vesting of all option grants begins at the first anniversary of the date
of grant. Options granted under the 2013 Plan vest 20% per year over five years.
In April 2017, the Board approved the 2017 Plan. The Company’s stockholders approved the 2017 Plan and it became
effective in connection with the Company’s initial public offering. Under the 2017 Plan, the Company may grant
incentive stock options, non-statutory stock options, restricted stock, restricted stock units (“RSUs”) and stock
appreciation rights, dividend equivalent rights, share awards and performance-based awards to employees, directors
or consultants. The Company initially reserved 5,000,000 shares of its common stock for issuance under the 2017
Plan. During 2021, the 2017 Plan was amended and restated principally to provide for an increase in the number of
shares of the Company’s common stock reserved for issuance under the 2017 Plan by 13,000,000 shares. During 2023,
the 2017 Plan was further amended and restated principally to provide for an increase in the number of shares of the
Company’s common stock reserved for issuance under the 2017 Plan by 4,900,000 shares. A total of 3,673,109 shares
were available for future grant under the 2017 Plan as of December 31, 2024.
The Board determines eligibility, vesting schedules and exercise prices for award grants. Option grants have a
contractual term of 10 years from the date of grant. Under the 2017 Plan, options are granted with the exercise price
being equal to or greater than the fair market value of the Company’s common stock at the date of grant.
Vesting of all option grants begins at the first anniversary of the grant date. Options granted under the 2017 Plan vest
pro rata over a term of either three, four or five years.

102
2019 Employee Stock Purchase Plan (the “ESPP”)
In January 2019, the Board approved the ESPP, which was approved by the Company’s stockholders in May 2019.
The ESPP requires that participating employees must be employed for at least 20 hours per week, have completed at
least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month
period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will
receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price
on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP.
ESPP expense recognized by the Company was not material for the years ended December 31, 2024, 2023 and 2022.
As of December 31, 2024, the Company has issued 170,958 shares to employees under the ESPP.
Stock Options
The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the
following assumptions:
Year Ended December 31, 2024
Range
Weighted-Average
Expected volatility
61.4% to 67.0%
Dividend yield
—
Risk-free interest rate
3.6% to 4.5%
Expected term (in years)
5.5 to 7.5
Weighted-average fair value at grant date
$
3.68
Year Ended December 31, 2023
Range
Weighted-Average
Expected volatility
34.7% to 38.6%
Dividend yield
—
Risk-free interest rate
3.5% to 4.5%
Expected term (in years)
5.5 to 7.5
Weighted-average fair value at grant date
$
1.49
Year Ended December 31, 2022
Range
Weighted-Average
Expected volatility
31.5% to 34.5%
Dividend yield
—
Risk-free interest rate
1.4% to 3.7%
Expected term (in years)
5.5 to 9.1
Weighted-average fair value at grant date
$
1.09
There were 371,000 stock options granted during the year ended December 31, 2024. There were 8,794,112 stock
options vested and exercisable at December 31, 2024.
There were 7,195,786 and 990,000 stock options granted during the years ended December 31, 2023 and 2022,
respectively. There were 6,231,142 and 4,959,488 stock options vested and exercisable at December 31, 2023 and
2022, respectively.

103
Stock option activity for the year ended December 31, 2024 was as follows:
Weighted-Average
Number of
Options
Exercise
Price
per Option
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(thousands)
(years)
(millions)
Outstanding at December 31, 2023
19,791
$
6.25
7.4
$
15.7
Granted
371
5.77
Exercised
(277)
4.99
Forfeited/Expired
(2,261)
8.74
Outstanding at December 31, 2024
17,624
$
5.94
6.1
$
6.9
Exercisable at December 31, 2024
8,794
$
7.09
4.7
$
1.4
Information regarding fully vested and expected to vest stock options as of December 31, 2024 was as follows:
Exercise Price
Number of
Options
Weighted
Average
Remaining
Contractual
Life
(share data in thousands)
(years)
$2.87 - $4.66
6,865
7.96
$5.02 - $7.53
6,740
4.25
$8.00 - $12.00
3,132
4.15
$12.47 - $18.71
592
3.66
$22.08 - $33.12
295
2.96
17,624
The aggregate intrinsic value is the amount by which the fair value of the common stock exceeded the exercise price
of the options at December 31, 2024, for those options for which the market price was in excess of the exercise price.
The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the
service period is probable of being satisfied. During the years ended December 31, 2024, 2023 and 2022, the Company
recorded stock-based compensation expense related to stock options of $5.1 million, $6.2 million and $3.8 million,
respectively, which is included in selling, general and administrative expenses in the consolidated statements of (loss)
income and comprehensive (loss) income. The related deferred tax benefit for stock-based compensation recognized
was $1.4 million, $1.9 million and $1.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The aggregate weighted average grant date fair value of stock options vested during the years ended December 31,
2024, 2023 and 2022, was $6.3 million, $3.7 million and $4.9 million, respectively. There was a total of $7.6 million
unrecognized stock-based compensation expense at December 31, 2024 related to unvested stock options expected to
be recognized over a weighted-average period of 1.89 years.
Restricted Stock Units
The Company grants RSUs that contain service conditions to certain executives and employees. The Company
recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period
is probable of being satisfied. Stock-based compensation expense related to RSUs recognized in the years ended
December 31, 2024, 2023 and 2022, was $1.0 million, $1.2 million and $1.9 million, respectively.

104
RSU activity for the year ended December 31, 2024 was as follows:
(share data in thousands, except per share data)
Number of
RSUs
(share data in
thousands)
Weighted
Average
Grant Date
Fair Value
per Share
Unvested balance, December 31, 2023
541
$
5.95
Granted
91
6.59
Forfeited
(18)
5.49
Vested
(346)
6.35
Unvested balance, December 31, 2024
268
$
5.71
There was a total of $0.3 million unrecognized stock-based compensation expense at December 31, 2024 related to
unvested RSUs expected to be recognized over a weighted-average period of 0.7 years.
Market-based Share Awards
In January 2020, the Company granted performance-based market condition share awards to one senior executive
under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal
to a maximum value of $4.9 million in the aggregate, upon achievement of specified targeted share prices measured
over sixty days within a ninety-day trading period. The performance-based market condition share awards granted in
January 2020 remain unvested with an estimated weighted average conversion threshold of $21.09 per share, which
would result in an estimated 45,718 shares of common stock to be issued upon vesting. Each of the estimated 45,718
shares of common stock has a weighted-average grant date fair value of $24.53 per share.
In June 2019, the Company granted performance-based market condition share awards to two senior executives under
the 2017 Omnibus Equity Plan, which entitle these employees the right to receive shares of common stock equal to a
maximum value of $16.9 million, in the aggregate, upon achievement of specified targeted share prices measured over
sixty days within a ninety-day trading period. During the year ended December 31, 2020, performance-based market
condition share awards with maximum value of $14.0 million, with an estimated 157,677 shares of common stock
that would have been issued were forfeited. During the year ended December 31, 2024, performance-based market
condition share awards that had been granted to one senior executive in June 2019, with maximum cash value of $4.9
million and an estimated 32,323 shares of common stock that would have been issued, were forfeited.
As of December 31, 2024, all outstanding performance-based market condition share awards remain unvested with an
estimated weighted average conversion threshold of $21.09 per share. The Company recorded a credit of $0.3 million
in stock-based compensation expense related to performance-based market condition share awards for the year ended
December 31, 2024 and expense of $0.4 million and zero, respectively, for the years ended December 31, 2023 and
2022.
The performance-based market condition awards are classified as liability awards, which are measured at fair value,
and are remeasured to an updated fair value at each reporting period. As of December 31, 2024 and 2023, the liability
for these awards was $0.5 million and $0.8 million, respectively, and is reported on the consolidated balance sheets in
other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the
grant date using a risk-neutral Monte Carlo simulation model. The aggregate fair value of the awards at the grant date
was $1.9 million. The aggregate fair value of the awards as of December 31, 2024 and 2023 was $0.4 million and
$1.3 million, respectively. The Company recognizes expense for performance-based market condition share awards
over the derived service period for each tranche. As of December 31, 2024, the weighted average remaining service
period is 5.0 years in aggregate. The Company recognizes stock-based compensation expense for awards subject to
market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or
not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the
employee terminates employment before the ten year term expires, except that upon a termination of employment
other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of
an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the
performance-based market condition share award shall remain eligible to vest in accordance with the performance-
based market condition share award agreement’s vesting conditions, including in the event of a change in control.

105
The weighted average assumptions used in determining the fair value for the performance-based market condition
share awards granted in 2020 and 2019 and remeasured at December 31, 2024 were as follows:
Grant Date
December 31,
2024
Expected volatility
41.7%
69.8%
Dividend yield
1.1%
1.2%
Risk-free interest rate
1.3%
3.6%
The weighted-average expected term of the Company’s performance-based market condition share awards was 3.7
years at grant date, which represents the weighted-average of the derived service periods for the share awards.
Note 13. Earnings Per Share
Basic earnings per share is computed using the weighted-average number of common shares outstanding during the
period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding
during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average
market price of the Company’s common stock during the applicable period. Certain shares related to some of the
Company’s outstanding employee share awards were excluded from the computation of diluted earnings per share
because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market
condition share awards are considered contingently issuable shares, which would be included in the denominator for
earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based
market condition share awards is dilutive for the respective reporting periods.
Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the
period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price
of the Company's common stock during the applicable period. Certain shares related to some of the Company's
outstanding employee share awards were excluded from the computation of diluted earnings per share because they
were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition
share awards are considered contingently issuable shares, which would be included in the denominator for earnings
per share if the applicable market conditions have been achieved, and the inclusion of any performance based market
condition share awards is dilutive for the respective reporting periods. For the years ended December 31, 2024, 2023
and 2022, unvested performance-based market condition share awards were excluded from the calculation of diluted
earnings per share because the market conditions had not been met. There were no 7% Series A Redeemable
Convertible Participating Preferred Stock shares outstanding at December 31, 2024. These preferred stock shares were
anti-dilutive for the years ended December 31, 2024, 2023 and 2022 and are therefore excluded from the diluted (loss)
income per common share calculation.

106
The details of the computation of basic and diluted (loss) income per common share are as follows:
Year Ended December 31,
(dollars in millions, share data in thousands except earnings per
share)
2024
2023
2022
Net income (loss) and comprehensive
income (loss) attributable to Emerald Holding, Inc.
$
2.2
$
(8.2)
$
130.8
Accretion to redemption value of redeemable
convertible preferred stock
(12.7)
(42.0)
(38.8)
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
Weighted average common shares outstanding
156,592
63,959
69,002
Basic (loss) income per share
$
(0.07)
$
(0.78)
$
0.46
Net (loss) income and comprehensive (loss) income
attributable to Emerald Holding, Inc.
common stockholders
$
(10.5)
$
(50.2)
$
31.8
Diluted effect of stock options
—
—
146
Diluted weighted average common shares
outstanding
156,592
63,959
69,148
Diluted (loss) income per share
$
(0.07)
$
(0.78)
$
0.46
Anti-dilutive employee share awards excluded
from diluted earnings per share calculation
10,082
19,704
14,858
Note 14. Defined Contribution Plans
The Company has a 401(k) savings plan, the Emerald Expositions, LLC 401(k) Savings Plan (the “Emerald Plan”),
that was formed on January 1, 2014. The Company matches 50% of up to 6% of an eligible plan participant’s
compensation for the contribution period. In March 2020, the Company suspended the Company’s 401(k) match for
all participants. The Company’s 401(k) match was reinstated in August 2021. For each of the years ended
December 31, 2024, 2023 and 2022, the Company recorded compensation expense of $1.5 million, $1.8 million and
$1.6 million, respectively, for the employer matching contribution.
Note 15. Income Taxes
The Company’s (loss) income before income taxes expense (benefit) from its United States and foreign operations are
as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
United States
$
9.2
$
(3.0) $
158.2
Foreign
(1.7)
0.1
(0.2)
Total
$
7.5
$
(2.9) $
158.0

107
The Company’s current and deferred income tax provision (benefit) were as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Current
Federal
$
3.3
$
2.4
$
20.8
State and local
0.1
1.6
6.1
Foreign
0.1
—
—
3.5
4.0
26.9
Deferred
Federal
0.8
1.8
0.2
State and local
0.9
(0.5)
0.2
Foreign
0.1
—
(0.1)
1.8
1.3
0.3
Total provision for income taxes
$
5.3
$
5.3
$
27.2
The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision
(benefit) are set forth below:
Year Ended December 31,
(in millions)
2024
2023
2022
Income (loss) before income taxes
$
7.5
$
(2.9)
$
158.0
U.S. statutory tax rate
21.0%
21.0%
21.0%
Taxes at the U.S. statutory rate
1.6
(0.6)
33.2
Tax effected differences
State and local taxes, net of federal benefit
0.5
0.8
7.3
Share-based payments
4.6
0.3
0.6
Nondeductible goodwill impairment
—
—
1.1
Change in valuation allowance
(2.4)
3.7
(16.5)
Return to provision adjustments
0.9
0.3
0.1
Change in tax rates
(0.6)
0.5
0.3
Nondeductible expenses
0.7
0.4
1.1
Other, net
—
(0.1)
—
Total provision for income taxes
$
5.3
$
5.3
$
27.2
The fluctuations of the Company’s income tax benefits and effective tax rates between the years ended December 31,
2024, 2023 and 2022, are primarily attributable to certain nondeductible expenses recorded by the Company (e.g.,
portion of the goodwill impairment charges that is nondeductible for tax purposes recorded during the year ended
December 31, 2022). Additionally, changes in the relative mix of the Company’s operations in and among various
U.S. state and local jurisdictions impact the Company’s state and local income tax benefit. Due to a lack of available
sources of future taxable income, the Company recorded a full valuation allowance against its net balance of deferred
tax assets.

108
The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as
follows:
December 31,
(in millions)
2024
2023
Deferred tax assets
Net operating loss carryforwards
$
0.6
$
1.0
Deferred compensation
0.3
0.6
Stock-based compensation
5.7
9.6
Fixed asset depreciation
1.5
0.2
Lease liabilities
2.4
3.2
Accrued expenses
0.2
0.2
Goodwill and intangible assets
—
8.6
Section 163(j) interest carryover
14.9
6.7
Other assets
0.9
0.6
Total deferred tax assets
26.5
30.7
Deferred tax liabilities
Right-of-use lease assets
(1.6)
(2.1)
Goodwill and intangible assets
(0.5)
—
Total deferred tax liabilities
(2.1)
(2.1)
Valuation allowance
(29.3)
(31.7)
Deferred tax liabilities, net
$
(4.9) $
(3.1)
In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that
some portion of the deferred tax assets will not be realized. Given the Company’s current earnings and anticipated
future earnings, management believes that there is a realistic possibility that within the next twelve months, sufficient
positive evidence may become available to allow management to reach a conclusion that a significant portion of the
Company’s valuation allowance will no longer be needed. However, the Company’s judgment regarding anticipated
future earnings and the exact timing and amount of any valuation allowance release are subject to change due to many
factors, including future market conditions and the ability to successfully execute its business plans. Release of the
valuation allowance would result in the recognition of certain deferred tax assets and a decrease in the provision for
income taxes for the period the release is recorded. The ultimate realization of deferred tax assets is dependent upon
the generation of future taxable income during the periods in which temporary differences representing net future
deductible amounts become deductible. Due to lack of available sources of taxable income, the Company recorded a
full valuation allowance against its net deferred tax assets as sufficient uncertainty exists regarding the future
realization of these assets. As of December 31, 2024 and 2023, the Company recorded a valuation allowance of $29.3
million and $31.7 million, respectively. The decrease in the valuation allowance was due to book-to-tax differences
related to goodwill and intangible assets and stock-based compensation, which were offset by Section 163(j) interest
carryover.
As of December 31, 2024 and 2023, the Company had zero U.S. federal net operating loss carryforwards. As of
December 31, 2024 and 2023, the Company had U.S. state net operating loss carryforwards of $6.3 million and $16.0
million, respectively. The U.S. state net operating loss carryforward begins to expire in 2026. The Company does not
have any income tax credit carryforwards.
The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31,
2024, 2023 and 2022:
December 31,
(in millions)
2024
2023
2022
Gross unrecognized tax benefits, beginning of period $
—
$
—
$
—
Decreases related to prior year tax positions
—
—
—
Increases related to current year tax positions
1.5
—
—
Gross unrecognized tax benefits, end of period
$
1.5
$
—
$
—

109
For the years ended December 31, 2024, 2023 and 2022, interest and penalties were not significant. The Company
records interest and penalties on unrecognized tax benefits within the provision for income taxes in the consolidated
statements of (loss) income and comprehensive (loss) income.
As of December 31, 2024, the Company has $1.5 million of unrecognized tax benefits, which is included within other
noncurrent liabilities in the consolidated balance sheets. The $1.5 million of unrecognized tax benefits as of December
31, 2024 would impact the effective income tax rate if recognized. The Company does not expect unrecognized tax
benefits to change significantly over the next 12 months.
The Company is subject to U.S. federal income tax and various state and local taxes in numerous jurisdictions. The
Company’s federal tax returns for 2021 through 2024 years remain open for examination by the IRS. In most cases,
the Company’s state tax returns for 2021 through 2024 remain open and are subject to income tax examinations by
state taxing authorities.
Note 16. Commitments and Contingencies
Operating Leases and Other Contractual Obligations
The Company has entered into operating leases for office space and office equipment and other contractual obligations
primarily to secure venues for the Company’s trade shows and events. These agreements are not unilaterally cancelable
by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at
fixed or minimum prices.
The amounts presented below represent the future minimum annual payments under the Company’s operating leases
and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of
December 31, 2024:
Years Ending December 31,
(in millions)
2025
2026
2027
2028
2029
Thereafter
Total
Operating leases
$
4.0
$
4.0
$
1.7
$
0.5
$
0.1
$
—
$
10.3
Other contractual obligations
38.2
18.3
7.9
2.8
2.2
0.5
69.9
$
42.2
$
22.3
$
9.6
$
3.3
$
2.3
$
0.5
$
80.2
Rent expense incurred under operating leases was $3.3 million, $4.2 million and $7.5 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
Litigation
The Company is subject to litigation and other claims in the ordinary course of business. The Company records an
accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both probable and
the amount or range of any possible loss is reasonably estimable. The Company did not record an accrual for loss
contingencies associated with legal proceedings as of December 31, 2024 and 2023. In the opinion of management,
the Company is not presently a party to any material litigation and management is not aware of any pending or
threatened litigation against the Company that would have a material adverse impact on the Company’s business,
consolidated balance sheets, results of operations or cash flows.
Other Commitments and Contingencies
Refer to Note 9, Fair Value Measurements, for further discussion on the contingent considerations related to the
Company’s acquisition of GRC, Glamping Americas, Futurist, Hotel Interactive, Lodestone, Bulletin and Advertising
Week.

110
Note 17. Accounts payable and other current liabilities
Accounts payable and other current liabilities consisted of the following:
December 31,
(in millions)
2024
2023
Trade payables
$
17.3
$
24.1
Other current liabilities
11.3
9.3
Accrued event costs
7.4
6.7
Accrued personnel costs
4.7
6.5
Total accounts payable and other current liabilities
$
40.7
$
46.6
Note 18. Segment Information
The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the
CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the
performance of the business, including resource allocation decisions, and (2) whether discrete financial information
for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM.
The Connections segment is the only operating segment which meets the criteria to be classified as a reportable
segment. The Connections reportable segment includes all of Emerald’s trade shows and other live events. The other
two operating segments, which provide diverse media services and e-commerce software solutions, do not meet the
quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting
Standards Codification 280 (“ASC 280”), Segment Reporting, and as such are referred to as “All Other.”
Operating segment performance is evaluated by the Company’s CODM based on Adjusted EBITDA, defined as
EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items.
These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The
exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance. The
CODM considers budget-to-actual variances and year-over-year growth on a monthly basis when assessing segment
performance and making decisions about allocating resources to the segments.

111
The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to
net income (loss) before income taxes:
Years Ended December 31,
(in millions)
2024
2023
2022
Revenues
Connections Segment
$
355.1
$
340.2
$
282.6
All Other Category
43.7
42.6
43.3
Total revenues
$
398.8
$
382.8
$
325.9
Other income, net
Connections Segment
$
1.5
$
2.8
$
34.2
Non-segment related(1)
—
—
148.6
Total other income, net
$
1.5
$
2.8
$
182.8
Connections Segment expenses
Cost of Revenues
$
136.0
$
127.4
$
106.9
Selling, general and administrative
78.3
78.8
76.9
Total expenses
$
214.3
$
206.2
$
183.8
Adjusted EBITDA
Connections Segment
$
142.3
$
136.8
$
133.0
Segment Adjusted EBITDA
$
142.3
$
136.8
$
133.0
All Other Category Adjusted EBITDA
$
6.2
$
3.6
$
0.2
Other Income, net(1)
—
—
148.6
General corporate and other expenses(2)
(46.8)
(42.6)
(42.2)
Interest expense, net
(39.3)
(35.1)
(21.8)
Loss on extinguishment of debt
—
(2.3)
—
Goodwill impairment charge
—
—
(6.3)
Intangible asset impairment charge
(7.3)
—
(1.6)
Depreciation and amortization expense
(28.3)
(45.0)
(59.5)
Stock-based compensation expense
(5.8)
(7.8)
(5.8)
Deferred revenue adjustment
—
—
(0.6)
Other items(3)
(13.5)
(10.5)
14.0
Income (loss) before income taxes
$
7.5
$
(2.9) $
158.0
(1)
On August 3, 2022, the Company reached an agreement for a one-time settlement of outstanding insurance
litigation relating to event cancellation insurance for proceeds of $148.6 million. The one-time settlement
payment was not specifically attributable to any of the Company’s outstanding event cancellation
insurance claims and therefore was not recorded at the segment level. The other income, net related to
this one-time settlement is not indicative of any one segment’s performance and is not included in the
measure of segment profit and loss analyzed by the CODM on a regular basis.
(2)
General corporate and other expenses are primarily related to corporate level expenditures.

112
(3)
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. 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, 2022 included: (i) $33.3
million in gains related to the remeasurement of contingent consideration; (ii) $6.1 million in
restructuring-related transition costs, including $3.0 million in non-cash lease abandonment charges; (iii)
$3.6 million in transaction costs in connection with certain acquisition transactions; (iv) $1.7 million in
non-recurring legal, audit and consulting fees and (v) $7.9 million in insurance settlement related
expenses.
The following table presents reportable and non-reportable segment cost of revenues and selling, general and
administrative expenses:
Years Ended December 31,
2024
2023
2022
(dollars in millions)
Cost of revenues
Connections Segment
$
136.0
$
127.4
$
106.9
All Other Category
10.8
9.6
9.5
Other items(1)
0.7
0.6
0.1
Total cost of revenues
$
147.5
$
137.6
$
116.5
Selling, general and administrative expenses
Connections Segment
$
78.3
$
78.8
$
76.9
All Other Category
26.7
29.4
33.6
Corporate
46.8
42.6
42.2
Other items(1)
18.6
17.5
(7.7)
Total selling, general and administrative expenses
$
170.4
$
168.3
$
145.0
(1)
Other items included in cost of revenues and selling, general and administrative expenses relate to one-
time adjustments that are considered to not be indicative of ongoing segment operative performance.
The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each
operating segment as this information is not used for the evaluation of operating segment performance as the
Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a
consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable
segment. For the years ended December 31, 2024, 2023 and 2022, substantially all revenues were derived from
transactions in the United States.

113
Note 19. Subsequent Events
Second Amended and Restated Senior Secured Credit Facilities
On January 30, 2025, the Company’s wholly owned subsidiary, Emerald X, Inc. (“Emerald X”) entered into the
Second Amended and Restated Senior Secured Credit Facilities with a syndicate of lenders and Bank of America,
N.A., as administrative agent, providing for (i) a seven-year $515.0 million senior secured term loan facility (the
“Term Loan Facility”), scheduled to mature on January 30, 2032 and (ii) a $110.0 million senior secured revolving
credit facility (the “Revolving Credit Facility”), scheduled to mature on January 30, 2030. A portion of the proceeds
of the Term Loan Facility were used to refinance all existing loans outstanding under Emerald X’s previously existing
Amended and Restated Senior Secured Credit Facilities, and to pay costs and expenses in connection with the
refinancing. The balance of the proceeds of the Term Loan Facility remained on the balance sheet of Emerald X and
may be used from time to time for general business purposes, including the financing of acquisitions. The Revolving
Credit Facility was not drawn at the closing of the refinancing and may be used from time to time for general business
purposes, including the financing of acquisitions.
Dividends Declared
On February 25, 2025, the Company’s Board of Directors declared a dividend for the quarter ending March 31, 2025
of $0.015 per share payable on March 20, 2025 to holders of the Company’s common stock as of March 10, 2025.
Acquisitions
On March 13, 2025, the Company signed an agreement to acquire the stock of This is Beyond Ltd., a London-based
organizer of B2B trade shows serving the global luxury travel industry, for an aggregate purchase price of
approximately $134.0 million. The Company expects to close the transaction during the second quarter of fiscal year
2025, subject to the satisfaction of customary closing conditions.
On March 13, 2025, the Company executed a share purchase agreement to acquire the associated assets and liabilities
of Insurtech Insights, a premier operator of large-scale insurance conferences across the US, Europe, and Asia. The
purchase price consideration of the transaction was approximately $26.0 million plus future contingent payments
based on business performance. The Company funded this transaction with cash from operations. The initial
accounting and fair value measurements of assets acquired and liabilities assumed necessary to develop the purchase
price allocation has not been completed.

114
Emerald Holding, Inc. (parent company only)
Schedule I – Condensed Financial Information of Registrant
Condensed Balance Sheets
December 31, 2024 and 2023
(dollars in millions, share data in thousands except par value)
2024
2023
Assets
Current assets
Receivable from related parties
$
—
$
—
Total current assets
—
—
Noncurrent assets
Long term receivable from related parties
—
—
Investment in subsidiaries
385.9
404.6
Total assets
$
385.9
$
404.6
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’
Equity (Deficit)
Current liabilities
Payable to subsidiary
$
—
$
—
Total current liabilities
—
—
Noncurrent liabilities
Long term payable to subsidiary
—
—
Total liabilities
$
—
$
—
Redeemable convertible preferred stock
7% Series A Convertible Participating Preferred Stock,
$0.01 par value; authorized shares at December 31, 2024 and 2023:
80,000; zero and 71,403 shares issued and outstanding; aggregate
liquidation preference of zero and $492.6 million at
December 31, 2024 and 2023, respectively
—
497.1
Stockholders’ equity (deficit)
Common stock, $0.01 par value; authorized shares at December 31, 2024
and 2023: 800,000; 201,447 and 62,915 shares issued and
outstanding at December 31, 2024 and 2023, respectively
2.0
0.6
Additional paid-in capital
1,034.0
559.2
Accumulated deficit
(650.1)
(652.3)
Total stockholders’ equity (deficit)
385.9
(92.5)
Total liabilities, redeemable convertible preferred stock
and stockholders’ equity (deficit)
$
385.9
$
404.6

115
Emerald Holding, Inc. (parent company only)
Schedule I – Condensed Financial Information of Registrant
Condensed Statements of (Loss) Income and Comprehensive (Loss) Income
December 31, 2024, 2023 and 2022
(dollars in millions)
2024
2023
2022
Revenues
$
—
$
—
$
—
Other income, net
—
—
—
Cost of revenues
—
—
—
Selling, general and administrative expense
—
—
—
Depreciation and amortization expense
—
—
—
Goodwill impairment charge
—
—
—
Intangible asset impairment charge
—
—
—
Operating income (loss)
—
—
—
Interest expense
—
—
—
Interest income
—
—
—
Loss on extinguishment of debt
—
—
—
Other expense
—
—
—
Loss on disposal of fixed assets
—
—
—
(Loss) income before income taxes
—
—
—
Provision for (benefit from) income taxes
—
—
—
Earnings before equity in net (loss) income and
comprehensive (loss) income of subsidiaries
—
—
—
Equity in net income (losses) and comprehensive income
(losses) of subsidiaries
2.2
(8.2)
130.8
Accretion to redemption value of redeemable
convertible preferred stock
(12.7)
(42.0)
(38.8)
Participation rights on if-converted basis
—
—
(60.2)
Net (loss) income and comprehensive (loss) income
$
(10.5)
$
(50.2)
$
31.8

116
Emerald Holding, Inc. (parent company only)
Schedule I – Condensed Financial Information of Registrant
Notes to Condensed Financial Statements
December 31, 2024, 2023 and 2022
1. Basis of Presentation
In the parent-company-only financial statements, Emerald Holding, Inc.’s investment in subsidiaries is stated at cost
plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial
statements should be read in conjunction with the Company’s consolidated financial statements. A condensed
statement of cash flows was not presented because Emerald Holding, Inc.’s net operating activities have no cash
impact and there were no investing or financing cash flow activities during the fiscal years ended December 31, 2024,
2023 and 2022.
Income taxes and non-cash stock-based compensation have been allocated to the Company’s subsidiaries for the fiscal
years ended December 31, 2024, 2023 and 2022.
Redeemable Convertible Preferred Stock
The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance
costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’
equity (deficit) when the stock contains contingent redemption features that are not solely within the Company’s
control. 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. For each of the quarterly periods ending March 31, 2024, December 31, 2023 and September 30, 2023,
the Company elected to pay dividends on the redeemable convertible preferred stock in cash, in an aggregate amount
of $8.6 million for each such quarterly period.
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. 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 above. 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.
Prior to its conversion, the Company had the right to redeem all, but not less than all, of the redeemable convertible
preferred stock on or after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary
thereof, 105% of the accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103% of the
accreted liquidation preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference.
In addition, if there was a change of control transaction involving the Company prior to the six-year anniversary of
the First Closing Date, the Company had the right to redeem all, but not less than all, of the redeemable convertible
preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the
additional amount by which the accreted liquidation preference would have otherwise increased from the date of such
redemption through the sixth anniversary of the closing.

117
2. Guarantees and Restrictions
As of the balance sheet dates presented herein, the Company’s wholly owned subsidiary, Emerald X, Inc. (“Emerald
X”), is the borrower under the Amended and Restated Senior Secured Credit Facilities, by and among Expo Event
Midco, Inc. (“EEM”), Emerald X and Emerald X’s subsidiaries as guarantors, various lenders from time to time party
thereto and Bank of America, N.A., as administrative agent, as amended from time to time. The Amended and Restated
Senior Secured Credit Facilities include restrictions on the ability of Emerald X and its restricted subsidiaries to incur
additional liens and indebtedness, make investments and dispositions, pay dividends and make intercompany loans
and advances or enter into other transactions, among other restrictions, in each case subject to certain exceptions.
Under the Amended and Restated Senior Secured Credit Facilities, Emerald X would be permitted to pay dividends
so long as immediately after giving effect thereto, no default or event of default had occurred and was continuing, (a)
up to an amount equal to, (i) a basket that builds based on 50% of Emerald X’s Consolidated Net Income (as defined
in the Amended and Restated Senior Secured Credit Facilities) and certain other amounts, subject to various conditions
including compliance with a fixed charge coverage ratio of 2.0 to 1.0 and (b) in certain additional limited amounts,
subject to certain exceptions set forth in the Amended and Restated Senior Secured Credit Facilities.
Since the restricted net assets of Emerald X and its subsidiaries exceed 25% of the consolidated net assets of the
Company and its subsidiaries as of the dates presented above, the condensed parent company financial statements
have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in
conjunction with the consolidated financial statements.

118
Emerald Holding, Inc.
Schedule II – Valuation and Qualifying Accounts
Additions
Balance at
Beginning
of
Period
Reclassification
Charged to
Costs &
Expenses
Charged to
Other
Accounts
Deductions
Balance at
End of
Period
Description
(in millions)
Year Ended December 31, 2024:
Allowance for credit losses
$
1.4
—
0.5
—
(0.3) $
1.6
Deferred tax asset valuation allowance
$
31.7
—
—
(2.4)
—
$
29.3
Year Ended December 31, 2023:
Allowance for credit losses
$
1.5
—
0.3
—
(0.4) $
1.4
Deferred tax asset valuation allowance
$
28.0
—
—
3.7
—
$
31.7
Year Ended December 31, 2022:
Allowance for credit losses
$
1.2
—
0.4
—
(0.1) $
1.5
Deferred tax asset valuation allowance
$
44.5
—
—
(16.5)
—
$
28.0
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) that are designed to provide reasonable assurance that information required to be disclosed in the
Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate
to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives. Further, because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company will be
detected.
As of the end of the period covered by this report, management, under the supervision of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that as of December 31, 2024 the disclosure controls and procedures were effective at the
reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's
Chief Executive Officer and Chief Financial Officer and effected by the Company's board of directors, management
and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:
▪
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company;

119
▪
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and
▪
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
The Company’s management assessed the effectiveness of its internal control over financial reporting as of
December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Based on the evaluation, our management concluded that the Company’s internal control over financial
reporting was effective as of December 31, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
appearing under “Item 8. Financial Statements and Supplementary Data”.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in management’s
evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the Company’s fourth fiscal quarter
of 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item 9B. Other Information.
(a) Form 8-K Disclosures
None.
(b) Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, none of the Company’s directors or executive officers have
informed us that they have adopted, modified, or terminated a contract, instruction or written plan for the purchase or
sale of Company securities intended to satisfy the affirmative defense conditions Rule 10b5-1(c) or a non-Rule 10b5-
1 trading arrangement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.

120
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be included in our definitive proxy statement for the 2025 Annual
Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with
the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
Item 11. Executive Compensation.
The information required by this item will be included in our definitive proxy statement for the 2025 Annual
Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with
the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be included in our definitive proxy statement for the 2025 Annual
Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with
the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included in our definitive proxy statement for the 2025 Annual
Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with
the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.
Item 14. Principal Accountant Fees and Services
The information required by this item will be included in our definitive proxy statement for the 2025 Annual
Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with
the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024.

121
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as part of this Annual Report on Form 10-K:
(a)(1) and (a)(2) The financial statements set forth in the Index to Consolidated Financial Statements and the
Consolidated Financial Statement Schedules are filed as part of this Annual Report on Form 10-K included in
Item 8.
(a)(3) and (b)
The exhibits listed in the accompanying Exhibit Index are filed as part of this Annual Report on
Form 10-K and either filed herewith or incorporated by reference herein, as applicable.
Item 16. Form 10-K Summary.
None.

122
Exhibit Index
Incorporated by reference herein
Exhibit
Number
Description
Form
Date
2.1
Asset Purchase Agreement, dated
December
31,
2021,
by
and
among Emerald X, LLC, Anne
Holland Ventures Inc. and solely
for
limited
purposes
thereof,
Cassandra Farrington and Anne
Hills Holland.
Current Report on Form 8-K (File
No. 001-38076)
January 4, 2022
3.1
Amended
and
Restated
Certificate of Incorporation of the
Registrant, dated as of April 27,
2017.
Current Report on Form 8-K (File
No. 001-38076)
May 3, 2017
3.2
Certificate of Amendment to the
Certificate of Incorporation of the
Registrant,
dated
February
3,
2020.
Current Report on Form 8-K (File
No. 001-38076)
February 4, 2020
3.3
Certificate of Amendment to the
Certificate of Incorporation of the
Registrant, dated May 22, 2024.
Current Report on Form 8-K (File
No. 001-38076)
May 28, 2024
3.4
Amended and Restated Bylaws of
the Registrant, dated as of April
27, 2017.
Current Report on Form 8-K (File
No. 001-38076)
May 3, 2017
3.5
Second Amended and Restated
Bylaws
of
the
Registrant,
effective as of February 14, 2020
Current Report on Form 8-K (File
No. 001-38076)
February 4, 2020
4.1
Specimen
Common
Stock
Certificate of the Registrant.
Form S-1 Registration Statement
(File No. 333-217091)
April 10, 2017
4.2
Registration Rights Agreement,
among Expo Event Holdco, Inc.,
Onex American Holdings II LLC,
Expo EI LLC, Expo EI II LLC,
Onex US Principals LP, Onex
Advisor III LLC, Onex Partners
III LP, Onex Partners III PV LP,
Onex Partners III Select LP and
Onex Partners III GP LP, dated
July 19, 2013.
Form S-1 Registration Statement
(File No. 333-217091)
April 10, 2017
4.3
Registration Rights Agreement,
dated as of June 29, 2020, by and
among Emerald Holding, Inc. and
OPV Gem Aggregator LP.
Current Report on Form 8-K (File
No. 001-38076)
June 30, 2020
4.4*
Description of the Registrant’s
Securities.
10.1
Amended and Restated Credit
Agreement,
among
Emerald
Expositions Holding, Inc., the
guarantors party thereto, Bank of
America, N.A. and other lenders
party thereto, dated May 22,
2017.
Current Report on Form 8-K (File
No. 001-38076)
May 25, 2017

123
10.2
Refinancing Agreement and First
Amendment to Amended and
Restated
Credit
Agreement,
among
Emerald
Expositions
Holding,
Inc.,
the
guarantors
party thereto, Bank of America,
N.A. and the other lenders party
thereto,
dated
November
27,
2017.
Current Report on Form 8-K (File
No. 001-38076)
December 1, 2017
10.3
Repricing Agreement and Second
Amendment to Amended and
Restated
Credit
Agreement,
among
Emerald
Expositions
Holding,
Inc.,
the
guarantors
party thereto, Bank of America,
N.A. and the other lenders party
thereto,
dated
November
29,
2017.
Current Report on Form 8-K (File
No. 001-38076)
December 1, 2017
10.4
Third Amendment to Amended
and Restated Credit Agreement,
among
Emerald
X,
Inc.,
the
guarantors party thereto, Bank of
America, N.A. and the other
lenders party thereto, dated June
21, 2021.
Current Report on Form 8-K (File
No. 001-38076)
June 25, 2021
10.5
Fourth Amendment to Amended
and Restated Credit Agreement,
among
Emerald
X,
Inc.,
the
guarantors party thereto, Bank of
America, N.A. and the other
lenders
party
thereto,
dated
December 21, 2022.
Current Report on Form 8-K (File
No. 001-38076)
December 22, 2022
10.6
Fifth Amendment to Amended
and Restated Credit Agreement,
among
Emerald
X,
Inc.,
the
guarantors party thereto, Bank of
America, N.A. and the other
lenders
party
thereto,
dated
February 2, 2023.
Current Report on Form 8-K (File
No. 001-38076)
February 6, 2023
10.7
Second Amended and Restated
Credit
Agreement,
among
Emerald X, Inc., the guarantors
party thereto, Bank of America,
N.A. and the other lenders party
thereto, dated January 30, 2025.
Current Report on Form 8-K (File
No. 001-38076)
January 30, 2025
10.8†
Binding Settlement Term Sheet,
dated August 3, 2022.
Quarterly Report on Form 10-Q
(File No. 001-38076)
November 3, 2022
10.9+
Amended
and
Restated
2017
Omnibus Equity Plan.
Registration Statement on Form S-
8 (File No. 333-258320)
November 6, 2023
10.10
Amended
and
Restated
Stockholders’ Agreement by and
among the Registrant and the
stockholders party thereto, dated
as of April 27, 2017.
Current Report on Form 8-K (File
No. 001-38076)
May 3, 2017

124
10.11
Stockholders Letter Agreement,
dated as of June 29, 2020, by and
among Emerald Holding, Inc. and
Onex
Partners
III
LP,
Onex
Partners III GP LP, Onex US
Principals LP, Onex Partners III
PV LP, Onex Expo SARL, Onex
Partners III Select LP and Onex
Advisor Subco III LLC.
Current Report on Form 8-K (File
No. 001-38076)
June 30, 2020
10.12
Stockholders Letter Agreement,
dated as of June 29, 2020, by and
among Emerald Holding, Inc. and
Onex Partners V LP and OPV
Gem Aggregator LP.
Current Report on Form 8-K (File
No. 001-38076)
June 30, 2020
10.13+
Form of Restricted Stock Unit
Agreement.
Current Report on Form 8-K (File
No. 001-38076)
June 14, 2017
10.14+*
2025 Form of Restricted Stock
Unit Agreement.
10.15+
Form of Stock Option Agreement
under the 2017 Omnibus Equity
Plan
(for
non-California
residents).
Quarterly Report on Form 10-Q
(File No. 001-38076)
November 2, 2017
10.16+
Form of Stock Option Agreement
under the 2017 Omnibus Equity
Plan (for California residents).
Quarterly Report on Form 10-Q
(File No. 001-38076)
November 2, 2017
10.17+
Form of Stock Option Agreement
under the 2017 Omnibus Equity
Plan
(for
non-California
residents), effective as of January
4, 2021.
Annual Report on Form 10-K/A
(File No. 001-38076)
November 8, 2021
10.18+
Form of Stock Option Agreement
under the 2017 Omnibus Equity
Plan (for California residents),
effective as of January 4, 2021.
Annual Report on Form 10-K/A
(File No. 001-38076)
November 8, 2021
10.19+
Form
of
Post-IPO
Restricted
Stock Unit Award Agreement
under the 2017 Omnibus Equity
Plan.
Quarterly Report on Form 10-Q
(File No. 001-38076)
November 2, 2017
10.20
Form
of
Indemnification
Agreement.
Form S-1 Registration Statement
(File No. 333-217091)
April 10, 2017
10.21+
Amended
and
Restated
Expo
Event Holdco, Inc. 2013 Stock
Option Plan.
Form S-1 Registration Statement
(File No. 333-217091)
March 31, 2017
10.22+
Form of Stock Option Agreement
under the Amended and Restated
Expo Event Holdco, Inc. 2013
Stock
Option
Plan
(for
non-
California residents).
Form S-1 Registration Statement
(File No. 333-217091)
March 31, 2017
10.23+
Form of Stock Option Agreement
under the Amended and Restated
Expo Event Holdco, Inc. 2013
Stock Option Plan (for California
residents).
Form S-1 Registration Statement
(File No. 333-217091)
March 31, 2017
10.24+
Form of Annual Incentive Plan.
Form S-1 Registration Statement
(File No. 333-217091)
March 31, 2017
10.25+
2019 Employee Stock Purchase
Plan.
Quarterly Report on Form 10-Q
(File No. 001-38076)
May 2, 2019

125
10.26+
Employment Agreement, dated
May 22, 2019, by and between
Emerald Expositions, LLC, Brian
Field, and solely for the purposes
of Sections 2.3 and 8.1 therein,
Emerald Expositions Events, Inc.
Current Report on Form 8-K (File
No. 001-38076)
May 29, 2019
10.27+
Employment
Agreement
Amendment, dated November 12,
2020, by and between Emerald X,
LLC and Brian Field.
Current Report on Form 8-K (File
No. 001-38076)
May 29, 2019
10.28+
Form of Restricted Stock Unit
Award
Agreement,
by
and
between the Registrant and Brian
Field.
Current Report on Form 8-K (File
No. 001-38076)
May 29, 2019
10.29+
Form
of
Stock
Option
Agreement, by and between the
Registrant and Brian Field.
Current Report on Form 8-K (File
No. 001-38076)
May 29, 2019
10.30+
Form
of
Performance
Based
Share Award Agreement, by and
between the Registrant and Brian
Field.
Current Report on Form 8-K (File
No. 001-38076)
May 29, 2019
10.31+
Amendment
to
Performance
Based Share Award Agreement,
by and between the Registrant
and Brian Field, dated December
6, 2019.
Annual Report on Form 10-K (File
No. 001-38076)
February 14, 2020
10.32+
Employment Agreement, dated
January 16, 2020, by and between
Emerald
Expositions
Events,
LLC and David Doft, and solely
for the purposes of Section 2.3
therein,
Emerald
Expositions
Events, Inc.
Annual Report on Form 10-K (File
No. 001-38076)
February 14, 2020
10.33+
Form
of
Performance
Based
Share Award Agreement, by and
between the Registrant and David
Doft, dated January 16, 2020.
Annual Report on Form 10-K (File
No. 001-38076)
February 14, 2020
10.34+
Form of Restricted Stock Unit
Award
Agreement,
by
and
between the Registrant and David
Doft, dated January 16, 2020.
Annual Report on Form 10-K (File
No. 001-38076)
February 14, 2020
10.35+
Special Bonus Agreement by and
between David Doft and Emerald
X, LLC dated November 5, 2021.
Annual Report on Form 10-K (File
No. 001-38076)
March 5, 2024
10.36+
Employment Agreement, dated
November
10,
2020,
by
and
between Emerald X, LLC and
Hervé Sedky, and solely for the
purposes
of
certain
sections
therein, Emerald Holding, Inc.
Current Report on Form 8-K (File
No. 001-38076)
November 13, 2020
10.37+
Form of Restricted Stock Unit
Award
Agreement,
by
and
between the Registrant and Hervé
Sedky.
Current Report on Form 8-K (File
No. 001-38076)
November 13, 2020
10.38+
Form
of
Stock
Option
Agreement, by and between the
Registrant and Hervé Sedky.
Current Report on Form 8-K (File
No. 001-38076)
November 13, 2020
10.39+
Amended and Restated 2017
Omnibus Equity Plan, effective
as of May 17, 2023.
Form S-8 Registration Statement
(File No. 333-217091)
November 6, 2023

126
10.40+
Form of Stock Option
Agreement under the Amended
and Restated 2017 Omnibus
Equity Plan, as amended and
restated, effective as of May 17,
2023 (California residents).
Annual Report on Form 10-K (File
No. 001-38076)
March 5, 2024
10.41+
Form of Stock Option
Agreement under the Amended
and Restated 2017 Omnibus
Equity Plan, as amended and
restated, effective as of May 17,
2023 (Non-California residents).
Annual Report on Form 10-K (File
No. 001-38076)
March 5, 2024
10.42
Waiver Letter, executed by OPV
Gem
Aggregator
LP,
dated
February 13, 2024.
Current Report on Form 8-K (File
No. 001-38076)
February 15, 2024
10.43+
Offer Letter, by and between
Stacey Sayetta and Emerald X,
LLC dated October 1, 2021.
Annual Report on Form 10-K (File
No. 001-38076)
March 5, 2024
10.44+
Employment Agreement, by and
between Issa Jouaneh and The
Staffing Edge ULC (on behalf of
Emerald X, LLC), dated April 19,
2021, as amended on May 17,
2021, November 7, 2022, January
6, 2023.
Annual Report on Form 10-K (File
No. 001-38076)
March 5, 2024
10.45+
Jouaneh
Employment
Agreement, by and between Issa
Jouaneh and Emerald X Canada
Inc., dated February 10, 2025.
Current Report on Form 8-K (File
No. 001-38076)
February 13, 2025
10.46+
Separation
Agreement
and
General Release, by and between
Emerald X, LLC and Stacey
Sayetta, dated March 3, 2024.
Quarterly Report on Form 10-Q
(File No. 001-38076)
May 7, 2024
10.47+
Separation
Agreement
and
General Release, by and between
Emerald X, LLC and Brian Field,
dated March 3, 2024.
Quarterly Report on Form 10-Q
(File No. 001-38076)
May 7, 2024
19.1*
Emerald Holding, Inc. Securities
Trading Policy
21.1*
List
of
subsidiaries
of
the
Registrant.
23.1*
Consent
of
PricewaterhouseCoopers LLP
31.1*
Certification
of
Principal
Executive Officer Pursuant to
Rules 13a-14(a) and 15d-14(a)
under the Securities Exchange
Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2*
Certification
of
Principal
Financial
Officer
Pursuant
to
Rules 13a-14(a) and 15d-14(a)
under the Securities Exchange
Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-
Oxley Act of 2002.

127
32.1*
Certification
of
Principal
Executive Officer and Principal
Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
97.1
Emerald Holding, Inc. Clawback
Policy
Annual Report on Form 10-K (File
No. 001-38076)
March 5, 2024
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline
XBRL
Taxonomy
Extension
Schema
with
Embedded Linkbases Document
101*
The
following
financial
statements from the Company’s
Annual Report on Form 10-K for
the
year
ended
December 31,
2024, formatted in Inline XBRL
included:
(i)
Consolidated
Balance Sheets, (ii) Consolidated
Statements of (Loss) Income and
Comprehensive (Loss) Income,
(iii) Consolidated Statements of
Stockholders’
Deficit,
(iv)
Consolidated Statements of Cash
Flows
and
(v)
Notes
to
Condensed
Consolidated
Financial Statements
104*
Cover Page Interactive Data File
(formatted as Inline XBRL and
contained in Exhibit 101)
* Filed herewith.
+ Management compensatory plan or arrangement.
† Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

128
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,the
Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
EMERALD HOLDING, INC.
Date: March 14, 2025
By: /s/ David Doft
David Doft
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Emerald
Holding, Inc. constitutes and appoints each of David Doft and Sara Altschul, or either of them, each acting alone, his
true and lawful attorney-in-fact and agent, with full powers of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to
file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, asfully
to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that either ofthe
said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form
10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on thedates
indicated.
Name
Title
Date
/s/ Hervé Sedky
President, Chief Executive Officer and Director
(Principal Executive Officer)
March 14, 2025
Hervé Sedky
Chief Financial Officer and Treasurer
/s/ David Doft
(Principal Financial Officer and Principal
Accounting Officer)
March 14, 2025
David Doft
/s/ Konstantin Gilis
Chairman of the Board and Director
March 14, 2025
Konstantin Gilis
/s/ Michael Alicea
Director
March 14, 2025
Michael Alicea
/s/ Lynda M. Clarizio
Director
March 14, 2025
Lynda M. Clarizio
/s/ Todd Hyatt
Director
March 14, 2025
Todd Hyatt
/s/ Lisa Klinger
Director
March 14, 2025
Lisa Klinger
/s/ David Levin
Director
March 14, 2025
David Levin
/s/ Anthony Munk
Director
March 14, 2025
Anthony Munk
/s/ Emmanuelle Skala
Director
March 14, 2025
Emmanuelle Skala

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Board of Directors
Kosty Gilis
Chairman of the Board of
Directors
Committee Member of Compensation
Committee
Committee Member of Nominating
& Corporate Governance
Committee
Michael Alicea
Director
Committee Member of Audit
Committee
Chairperson of
Compensation Committee
Todd Hyatt
Director
Committee Member of
Audit Committee
Lisa Klinger
Director
Chairperson of Audit Committee
Emmanuelle Skala
Director
Chairperson of Nominating &
Corporate Governance Committee
Committee Member of
Compensation Committee
Anthony Munk
Director
David Levin
Director
Lynda Clarizio
Director
Committee Member of
Compensation Committee
Management Team
Hervé Sedky
President and Chief
Executive Officer
Director
David Doft
Chief Financial Officer
Sara Altschul
Executive Vice President, General
Counsel and Corporate Secretary
Issa Jouaneh
President, Connections
Danielle Puceta
Executive Vice President, Content
and Commerce
Investor Relations
investor.relations@emeraldx.com