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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ 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, New York 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

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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2025, there were 198,858,849 shares of the Registrant’s common stock, par value $0.01, outstanding.

EMERALD HOLDING, INC.

TABLE OF CONTENTS


		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION		41

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	42

Item 6.	Exhibits	43

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 level 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 contained in this report are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. 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:

•

risks associated with event cancellations or interruptions, including cancellations, interruptions or disruptions in global or local travel conditions resulting from natural or manmade disasters, including extreme weather events or outbreaks of communicable diseases or terrorist actions; the actions that governments, businesses and individuals take in response to any such cancellations, interruptions or disruptions, including limiting the size of gatherings; the impact on overall demand for face-to-face events; and our ability or inability to obtain insurance coverage relating to event cancellations or interruptions;

•

the potential impairment of intangible assets, including goodwill, on our balance sheet;

•

general economic conditions, including inflationary pressures and increases in interest rates;

•

our intention to continue to pay regular quarterly dividends;

•

our ability to secure desirable dates and locations for our trade shows;

•

our ability to assess and respond to changing market trends, including digital and virtual show offerings;

•

the failure to attract high-quality exhibitors and attendees;

•

the failure to fully realize the expected results and/or operating efficiencies from our strategic initiatives;

•

competition from existing operators or new competitors;

•

our top five trade shows generate a significant portion of our revenues;

•

the effect of shifts in marketing and advertising budgets to online initiatives;

•

our ability to retain our senior management team and our reliance on key full-time employees;

•

risks associated with our acquisition strategy and our ability to execute this strategy to accelerate growth;

•

our ability to use digital media and print publications to stay in close contact with our event audiences;

•

our and our exhibitors’ reliance on a limited number of outside contractors;

•

changes in legislation, regulation and government policy;

•

changes in U.S. tariff and import/export regulations;

•

our relationships with industry associations;

•

risks and costs associated with new trade show launches;

•

risks associated with our expanding international operations;

•

that we do not own certain of the trade shows that we operate;

•

the infringement or invalidation of proprietary rights;

•

disruption of our information technology systems;

•

the failure to maintain the integrity or confidentiality of employee or customer data;

•

our potential inability to utilize tax benefits associated with tax deductible amortization expenses; and

•

other factors beyond our control, including those listed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) and in other filings we may make from time to time with the SEC.

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 Quarterly Report on Form 10-Q 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.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Emerald Holding, Inc.

Condensed Consolidated Balance Sheets

(unaudited)


(dollars in millions, share data in thousands, except par value)	March 31, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	276.8		$	194.8
Trade and other receivables, net of allowances of $1.9 million and $1.6 million as of March 31, 2025 and December 31, 2024, respectively		121.7			82.5
Prepaid expenses and other current assets		15.1			29.6
Total current assets		413.6			306.9
Noncurrent assets
Property and equipment, net		1.7			1.8
Intangible assets, net		155.9			155.9
Goodwill, net		601.8			573.8
Right-of-use lease assets		5.8			6.4
Other noncurrent assets		4.2			3.9
Total assets	$	1,183.0		$	1,048.7
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and other current liabilities	$	61.0		$	40.7
Income tax payable		1.9			—
Cancelled event liabilities		1.2			1.2
Deferred revenues		185.2			190.5
Contingent consideration		2.8			0.7
Right-of-use lease liabilities, current portion		4.1			4.0
Term loan, current portion		3.9			4.2
Total current liabilities		260.1			241.3
Noncurrent liabilities
Term loan, net of discount and deferred financing fees		502.7			398.5
Deferred tax liabilities, net		5.4			4.9
Right-of-use lease liabilities, noncurrent portion		4.6			5.5
Other noncurrent liabilities		18.1			12.6
Total liabilities		790.9			662.8
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $0.01 par value; authorized shares at March 31, 2025 and December 31, 2024: 800,000; 199,597 and 201,447 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		2.0			2.0
Additional paid-in capital		1,024.9			1,034.0
Accumulated deficit		(634.8	)		(650.1	)
Total stockholders’ equity		392.1			385.9
Total liabilities and stockholders’ equity	$	1,183.0		$	1,048.7

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(unaudited)


	Three Months Ended
(dollars in millions, share data in thousands except earnings per share)	March 31, 2025		March 31, 2024
Revenues	$	147.7	$	133.4
Other income, net		—		1.0
Cost of revenues		51.4		47.5
Selling, general and administrative expense		54.1		55.5
Depreciation and amortization expense		6.4		7.1
Operating income		35.8		24.3
Interest expense		17.4		12.1
Interest income		2.3		2.3
Income before income taxes		20.7		14.5
Provision for income taxes		5.4		3.5
Net income and comprehensive income attributable to Emerald Holding, Inc.	$	15.3		11.0
Accretion to redemption value of redeemable convertible preferred stock		—		(10.7	)
Participation rights on if-converted basis		—		(0.2	)
Net income and comprehensive income attributable to Emerald Holding, Inc. common stockholders	$	15.3	$	0.1
Basic income per share	$	0.08	$	0.00
Diluted income per share	$	0.08	$	0.00
Basic weighted average common shares outstanding		200,596		63,039
Diluted weighted average common shares outstanding		200,841		65,205

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(unaudited)


	Three Months Ended March 31, 2025
	(shares in thousands; dollars in millions)
	Total Emerald Holding, Inc. Stockholders’ Equity
	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Deficit			Equity
Balances at December 31, 2024		201,447		$	2.0	$	1,034.0		$	(650.1	)	$	385.9
Stock-based compensation		—			—		2.6			—			2.6
Dividends on common stock		—			—		(3.0	)		—			(3.0	)
Issuance of common stock under equity plans		179			—		0.1			—			0.1
Repurchase of common stock		(2,029	)		—		(8.8	)		—			(8.8	)
Net income and comprehensive income		—			—		—			15.3			15.3
Balances at March 31, 2025		199,597		$	2.0	$	1,024.9		$	(634.8	)	$	392.1


	Three Months Ended March 31, 2024
	(shares in thousands; dollars in millions)
						Total Emerald Holding, Inc. Stockholders’ Deficit
	Redeemable Convertible Preferred Stock					Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount			Shares			Amount		Capital			Deficit			Deficit
Balances at December 31, 2023		71,403	$	497.1			62,915		$	0.6	$	559.2		$	(652.3	)	$	(92.5	)
Stock-based compensation		—		—			—			—		2.4			—			2.4
Issuance of common stock under equity plans		—		—			433			—		0.9			—			0.9
Accretion to redemption value of redeemable convertible preferred stock		—		10.7			—			—		(10.7	)		—			(10.7	)
Repurchase of common stock		—		—			(295	)		—		(1.8	)		—			(1.8	)
Preferred stock cash dividend		—		(8.6	)		—			—		—			—			—
Net income and comprehensive income		—		—			—			—		—			11.0			11.0
Balances at March 31, 2024		71,403	$	499.2			63,053		$	0.6	$	550.0		$	(641.3	)	$	(90.7	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)


(in millions)	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Operating activities
Net income	$	15.3		$	11.0
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		2.6			2.5
Allowance for credit losses		0.3			0.2
Depreciation and amortization		6.4			7.1
Non-cash operating lease expense		0.6			0.6
Amortization of deferred financing fees and debt discount		0.7			1.1
Deferred income taxes		(0.9	)		2.4
Remeasurement of contingent consideration		3.1			1.5
Changes in operating assets and liabilities, net of effect of businesses acquired:
Trade and other receivables		(34.7	)		(36.2	)
Prepaid expenses and other current assets		11.3			6.1
Other noncurrent assets		0.4			0.1
Accounts payable and other current liabilities		16.5			14.0
Cancelled event liabilities		—			0.2
Contingent consideration		(0.2	)		(0.2	)
Income tax payable		7.0			1.7
Deferred revenues		(14.9	)		(3.7	)
Operating lease liabilities		(0.9	)		(0.9	)
Other noncurrent liabilities		—			(0.2	)
Net cash provided by operating activities		12.6			7.3
Investing activities
Acquisition of businesses, net of cash acquired		(19.6	)		(11.6	)
Purchases of property and equipment		(0.2	)		(0.3	)
Purchases of intangible assets		(1.6	)		(2.2	)
Net cash used in investing activities		(21.4	)		(14.1	)
Financing activities
Payment of contingent consideration for acquisition of businesses		(0.4	)		—
Proceeds from Second Amended and Restated Term Loan Facility		275.4			—
Repayment of principal on Extended Term Loan Facility		(169.5	)		(1.1	)
Original issuance discount		(1.3	)		—
Fees paid for debt issuance		(1.7	)		—
Repurchase of common stock		(8.8	)		(1.8	)
Dividends on common stock		(3.0	)		—
Preferred stock cash dividend		—			(8.6	)
Proceeds from issuance of common stock under equity plans		0.1			0.9
Net cash provided by (used in) financing activities		90.8			(10.6	)
Net increase (decrease) in cash and cash equivalents		82.0			(17.4	)
Cash and cash equivalents
Beginning of period		194.8			204.2
End of period	$	276.8		$	186.8

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)—Continued


(in millions)	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Supplemental disclosure of non-cash investing and financing activities:
Unpaid capital expenditures	$	0.3		$	0.5
Second Amended and Restated Term Loan Facility	$	239.6		$	—
Extended Term Loan Facility	$	(239.6	)	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Emerald Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Basis of Presentation

The unaudited condensed consolidated financial statements include the operations of Emerald Holding, Inc. (the “Company” or “Emerald”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits/losses, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all recurring adjustments considered necessary for a fair statement of results for the interim period have been included.

These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, and therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2024. The December 31, 2024 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2024.

The results for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period.

Recent Accounting Pronouncements

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 condensed consolidated financial statements or notes thereto.

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. Trade show and other events revenues represented approximately 93.6% and 92.5% of total revenues for the three months ended March 31, 2025 and 2024, respectively.

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 were $185.2 million and $190.5 million as of March 31, 2025 and December 31, 2024, respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of March 31, 2025 and December 31, 2024 were immaterial and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. During the three months ended March 31, 2025, the Company recognized revenues of $103.4 million from amounts included in deferred revenue at the beginning of the respective period.

The accounts receivable and deferred revenue balances related to cancelled events are classified as cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of March 31, 2025, cancelled event liabilities of $1.2 million represents $0.8 million of deferred revenues for cancelled trade shows and $0.4 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2024, cancelled event liabilities of $1.2 million primarily represented $1.1 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets.

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 commerce offerings, 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 subscription software and services are generally three-year terms with one-year renewals following the initial three-year term.

For the Company’s content offerings, 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 immaterial as of March 31, 2025.

Disaggregation of Revenue

The following table represents revenues disaggregated by type:


	Three Months Ended March 31,
	2025		2024
Revenues	(in millions)
Connections	$	138.3	$	123.4
Content		4.2		4.7
Commerce		5.2		5.3
Total revenues	$	147.7	$	133.4

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 March 31, 2025, 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 condensed consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the condensed 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 publications are 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 condensed consolidated statements of income and comprehensive 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 the current-period provision for expected credit losses for the three months ended March 31, 2025 and 2024, were not material.

Business Acquisitions

2025 Acquisition

Insurtech Insights (“Insurtech”)

In furtherance of the Company’s portfolio optimization strategy to enhance its offerings in the insurance technology sector and also to expand its global footprint, the Company executed a share purchase agreement accounted for as a business combination on March 13, 2025 to acquire all the assets and assume certain liabilities of Insurtech Insights Limited (“Insurtech”). Insurtech is a premier operator of large-scale insurance conferences across the US, Europe, and Asia. The total estimated purchase price of $25.2 million included an initial cash payment of $19.6 million, net of cash acquired of $0.7 million, and contingent consideration with an estimated fair value of $4.8 million. The contingent consideration was measured based on significant unobservable inputs and probability weightings using a Monte Carlo simulation. The acquisition was financed with cash from operations.

The preparation of the valuation required the use of certain assumptions and estimates. Estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates.

External acquisition costs of $1.2 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of income and comprehensive income. Revenue and net income generated from the Insurtech acquisition were $4.6 million and $1.7 million during the three months ended March 31, 2025, respectively. 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. All of the recorded goodwill is non-deductible for income tax purposes.

The contingent consideration liability related to the acquisition of Insurtech consists of three potential payments: a payment relating to the 2025 London event which staged in March 2025; a payment relating to 2025 full year performance; and an additional consideration payment. The 2025 London event payment is based on the profitability of the 2025 event in London and is expected to be settled in the second quarter of 2025. The payment related to 2025 full year performance is based on a multiple being applied to the 2025 EBITDA growth from a specified EBITDA target. The payment related to 2025 full year performance is expected to be settled in the second quarter of 2026. The additional consideration payment is based on a range of multiples, which are dependent upon the acquisition’s compounded average EBITDA growth rate between 2025 and 2027 from a specified EBITDA target. The additional consideration payment is expected to be settled in the second quarter of 2028.

Identified intangible assets associated with Insurtech included trade name and customer relationship intangible assets of $2.5 million and $1.9 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 10 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 2 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets.

The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date:


(in millions)	March 13, 2025
Cash	$	0.7
Trade and other receivables		4.6
Prepaid expenses and other current assets		1.7
Goodwill		27.3
Intangible assets		4.4
Deferred revenues		(9.4	)
Accounts payable and other current liabilities		(3.0	)
Deferred tax liability		(1.1	)
Purchase price, including working capital adjustment	$	25.2

Supplemental Pro-Forma Information

Supplemental information on an unaudited pro-forma basis is reflected as if the 2024 and 2025 acquisitions had occurred at the beginning of 2024, 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 and reflects amortization of intangible assets as a result of the acquisition. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisition at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events.


	Three Months Ended March 31,
	2024
(in millions)	(Unaudited)
Pro-forma revenues(1)
Insurtech	$	3.9
2024 acquisitions(2)		0.8
Emerald revenue		133.4
Total pro-forma revenues	$	138.1

Pro-forma net income (loss)(1)
Insurtech	$	0.7
2024 acquisitions(2)		(0.2	)
Emerald net income		11.0
Total pro-forma net income	$	11.5

(1)

Pro-forma revenues and net income from the Plant Based World acquisition were not material to the three months ended March 31, 2024.

(2)

Includes the Company’s acquisitions of Hotel Interactive, Futurist, Glamping Americas and GRC in the year ended December 31, 2024. Pro forma revenues and net income from the Hotel Interactive acquisition were not material to the three months ended March 31, 2024.

Property and Equipment

Property and equipment, net, consisted of the following:


(in millions)	March 31, 2025			December 31, 2024
Furniture, equipment and other	$	5.8		$	5.8
Leasehold improvements		1.4			1.4
		7.2			7.2
Less: Accumulated depreciation		(5.5	)		(5.4	)
Property and equipment, net	$	1.7		$	1.8

Depreciation expense related to property and equipment for the three months ended March 31, 2025 and 2024 was immaterial.

Intangible Assets and Goodwill

Intangible Assets, Net

Intangible assets, net consisted 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 March 31, 2025	$	45.7	$	365.5		$	94.7		$	8.4		$	2.6		$	46.8		$	2.5	$	566.2
Accumulated amortization		—		(345.9	)		(29.0	)		(5.9	)		(1.5	)		(28.0	)		—		(410.3	)
Net carrying amount at March 31, 2025	$	45.7	$	19.6		$	65.7		$	2.5		$	1.1		$	18.8		$	2.5	$	155.9

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

Amortization expense for the three months ended March 31, 2025 and 2024 was $6.2 million and $6.9 million, respectively.

Impairment of Indefinite-Lived Intangible Assets

During the three months ended March 31, 2025 and 2024, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s indefinite-lived intangible assets was impaired. As such, no quantitative assessment for impairment was required during the first quarters of 2025 and 2024.

Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets

During the three months ended March 31, 2025 and 2024, 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 first quarters of 2025 and 2024.

Goodwill

The table below summarizes the changes in the carrying amount of goodwill for each reportable segment:


	Reportable Segment
(in millions)	Connections		All Other		Total
Balance at December 31, 2024	$	538.2	$	35.6	$	573.8
Acquired goodwill(1)		28.0		—		28.0
Balance at March 31, 2025	$	566.2	$	35.6	$	601.8

(1)

Includes $0.5 million of goodwill related to the acquisition of Plant Based World during the three months ended March 31, 2025.

Impairment of Goodwill

During the three months ended March 31, 2025 and 2024, management determined there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s goodwill is not recoverable. As such, no quantitative assessment for impairment was required during the first quarters of 2025 and 2024. No goodwill impairment charges were recorded during each of the three months ended March 31, 2025 and 2024.

Debt

Debt is comprised of the following indebtedness to various lenders:


(in millions)	March 31, 2025		December 31, 2024
Second Amended and Restated Term Loan Facility, with interest at SOFR plus 3.75% as of March 31, 2025, (equal to 8.07% at March 31, 2025) due 2032, net(a)	$	506.6	$	—
Previous Extended Term Loan Facility, with interest at SOFR plus 5.10% as of December 31, 2024 (equal to 9.46% at December 31, 2024) due 2026, net(b)		—		402.7
Less: Current maturities		3.9		4.2
Long-term debt, net of current maturities, debt discount and deferred financing fees	$	502.7	$	398.5

(a)

The Second Amended and Restated Term Loan Facility (as defined below), scheduled to mature on January 30, 2032, was recorded net of unamortized discount of $6.4 million and net of unamortized deferred financing fees of $2.1 million as of March 31, 2025. The fair market value of the Company’s debt under the Second Amended and Restated Term Loan Facility was $513.7 million as of March 31, 2025.

(b)

The Previous Extended Term Loan Facility (as defined below) as of December 31, 2024 was recorded net of unamortized discount of $5.6 million and net of unamortized deferred financing fees of $0.9 million.

Second Amended and Restated Senior Secured Credit Facilities

On January 30, 2025, Emerald X, Inc. (“Emerald X”), a wholly-owned subsidiary of the Company, 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 (the “Second Amended and Restated Senior Secured Credit Facilities”), providing for (i) a seven-year $515.0 million term loan facility (the “Second Amended and Restated Term Loan Facility”), scheduled to mature on January 30, 2032 and (ii) a $110.0 million revolving credit facility (the “Second Amended and Restated Revolving Credit Facility”), scheduled to mature on January 30, 2030. The aggregate outstanding principal amount of the Second Amended and Restated Term Loan Facility was approximately $515.0 million as of March 31, 2025.

Proceeds from the Second Amended and Restated Term Loan Facility of $409.1 million, net of $1.3 million of original issuance discount, were used to repay the outstanding principal and interest under Emerald X’s Previous Extended Term Loan Facility, and third party fees of $7.7 million. Of the $409.1 million, $239.6 million was funded through a non-cash rollover from existing lenders and $169.5 million was funded through cash transactions. The original issuance discount of $1.3 million will be amortized over the life of the Second Amended and Restated Term Loan Facility using the effective interest method. Of the $7.7 million in third party fees, $6.4 million was recognized as interest expense and $1.3 million will be amortized over the life of the Second Amended and Restated Term Loan Facility using the effective interest method. As of March 31, 2025, there were $1.1 million of unpaid debt issuance costs. The Company incurred debt issuance costs of $0.8 million related to the Second Amended and Restated Revolving Credit Facility which are included in other noncurrent assets in the condensed consolidated balance sheets. As of March 31, 2025, the unpaid debt issuance costs related to the Second Amended and Restated Revolving Credit Facility were immaterial.

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%.

Revolving 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 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. As of March 31, 2025, Emerald X had $0.5 million in stand-by letters of credit outstanding under 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. As of March 31, 2025, the Company was not required to test this financial covenant and Emerald X was in compliance with all covenants under the Second Amended and Restated Senior Secured Credit Facilities.

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.

Previous 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 “Previous Senior Secured Credit Facilities”) entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent. The Previous Senior Secured Credit Facilities provided for a term loan facility (the “Previous 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 Previous 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 Previous 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.

Emerald X had no outstanding borrowings under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2024. Emerald X had $0.7 million in stand-by letters of credit outstanding under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2024.

Interest Expense

Interest expense reported in the condensed consolidated statements of income and comprehensive income consists of the following:


	Three Months Ended March 31,
(in millions)	2025		2024
Second Amended and Restated Term Loan Facility	$	10.2	$	—
Previous Extended Term Loan Facility		—		10.9
Second Amended and Restated Term Loan Facility third party fees		6.4		—
Non-cash interest for amortization of debt discount and debt issuance costs		0.7		1.1
Revolving credit facility interest and commitment fees		0.1		0.1
Total interest expense	$	17.4	$	12.1

The effective interest rate for the term loan under the Second Amended and Restated Senior Secured Credit Facilities at March 31, 2025 was 8.39%. The effective interest rate for the term loan under the Previous Senior Secured Credit Facilities at December 31, 2024 was 10.68%.

Fair Value Measurements and Financial Risk

As of March 31, 2025, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:


(in millions)	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	40.2	$	40.2	$	—	$	—
Money market mutual funds(a)		236.6		236.6		—		—
Total assets at fair value	$	276.8	$	276.8	$	—	$	—

Liabilities
Market-based share awards liability(b)	$	0.5	$	—	$	—	$	0.5
Contingent consideration(b)		18.5		—		—		18.5
Total liabilities at fair value	$	19.0	$	—	$	—	$	19.0

(a)

The Company’s money market mutual funds of $236.6 million as of March 31, 2025 are included within cash and cash equivalents in the condensed 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 is based on unadjusted quoted prices on the reporting date.

(b)

The market-based share awards liability of $0.5 million as of March 31, 2025 is included within other noncurrent liabilities in the condensed consolidated balance sheets. 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 $2.8 million as of March 31, 2025 is included within contingent consideration in the condensed consolidated balance sheets and contingent consideration of $15.7 million is included within other noncurrent liabilities in the condensed consolidated balance sheets.

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:


(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 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 is 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.

Market-based Share Awards

The market-based share awards liability of $0.5 million as of March 31, 2025 and December 31, 2024, entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash 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 liability is measured at fair value and is re-measured to an updated fair value at each reporting period for the expected term. 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. The stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. Refer to Note 10, Stock-Based Compensation, under the heading Market-based Share Awards for unobservable inputs for the market-based share award liability.

Contingent Consideration

The Company had contingent consideration liabilities measured at fair value related to the Company’s 2025, 2024, 2023 and 2022 acquisitions of $18.5 million and $10.7 million, as of March 31, 2025 and December 31, 2024, respectively. The contingent consideration liability of $18.5 million as of March 31, 2025 consists of liabilities of $2.8 million, $1.0 million, $11.5 million and $3.2 million that are expected to be settled in 2025, 2026, 2027 and 2028, respectively. The acquisition of Plant Based World during the first quarter of 2025 included contingent consideration, which had an initial estimated fair value of $0.5 million. Refer to Note 4, Business Acquisitions, for further information related to the contingent consideration related to the acquisition of Insurtech, which had an initial estimated fair value of $4.8 million.

The Company paid contingent consideration of $0.6 million during the three months ended March 31, 2025. Contingent consideration liabilities are re-measured to fair value each reporting period. As a result of the Company’s remeasurements during the first quarter of 2025, the Company recorded a $3.1 million increase in fair value of contingent consideration, which is included in selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The change in fair value of the Company’s contingent consideration liabilities consists of the following activity:


	Three Months Ended March 31,
(in millions)	2025
Balance at December 31, 2024	$	10.7
Payment of contingent consideration		(0.6	)
Fair value remeasurement adjustments		3.1
Business acquisition		5.3
Balance at March 31, 2025	$	18.5

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 condensed consolidated statements of income and comprehensive income.

Financial Risk

The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities.

Stockholders’ Equity (Deficit) and Redeemable Convertible Preferred Stock

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

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. 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. 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.

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.

On March 12, 2024, 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 the period ending March 31, 2024 to holders of record of the redeemable convertible preferred stock as of March 26, 2024. On March 28, 2024, the Company paid the Preferred Stock Cash Dividend for a total of $8.6 million, or $0.12 per share.

During the three months ended March 31, 2024, the Company recorded accretion of zero with respect to the redeemable convertible preferred stock, leaving the aggregate liquidation preference at $492.6 million as of March 31, 2024. For the three months ended March 31, 2024, the Company recorded $10.7 million in deemed dividends representing the accretion of the redeemable convertible preferred stock to the redemption value.

Dividends

There were no dividends paid or declared with respect to the Company’s common stock during the first quarter of 2024. Dividend activity for the first quarter of 2025 was as follows:


(dollars in millions, except per share values)	Three Months Ended March 31, 2025
Dividend declared on	February 25, 2025
Stockholders of record on	March 10, 2025
Dividend paid on	March 18, 2025
Dividend per share	$	0.0150
Cash dividend paid	$	3.0

Share Repurchases

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 allowed 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 259,650 shares for $1.8 million during the three months ended March 31, 2024 under this repurchase program.

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 2,029,445 shares for $8.8 million during the three months ended March 31, 2025, under this repurchase program. There was $8.8 million remaining available for share repurchases under the October 2024 Share Repurchase Program as of March 31, 2025. The share repurchase program may be suspended or discontinued at any time without notice.

10.

Stock-Based Compensation

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 is included in selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The related deferred tax benefit for stock-based compensation recognized was $0.5 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively.

Stock Options

The Company recognized stock-based compensation expense relating to stock option activity of $1.7 million and $2.0 million for the three months ended March 31, 2025 and 2024, respectively.

Stock option activity for the three months ended March 31, 2025, 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, 2024		17,624		$	5.94		6.1	$	6.9
Granted		943			4.14
Exercised		(18	)		3.80
Forfeited/Expired		(365	)		7.54
Outstanding at March 31, 2025		18,184		$	5.81		6.2	$	0.9
Exercisable at March 31, 2025		11,232		$	6.59		5.2	$	0.3

There was a total of $8.0 million unrecognized stock-based compensation expense at March 31, 2025 related to unvested stock options expected to be recognized over a weighted-average period of 1.84 years.

Restricted Stock Units (“RSUs”)

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 relating to RSU activity recognized in the three months ended March 31, 2025 and 2024 was $0.9 million and $0.4 million, respectively. There was a total of $12.0 million of unrecognized stock-based compensation expense at March 31, 2025 related to unvested RSUs expected to be recognized over a weighted-average period of 2.8 years.

RSU activity for the three months ended March 31, 2025, 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, 2024		268		$	5.71
Granted		3,035			4.13
Vested		(180	)		5.93
Unvested balance, March 31, 2025		3,123		$	4.16

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. As of March 31, 2025, all outstanding performance-based market condition share awards 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 have a weighted-average grant date fair value of $24.53 per share.

As of March 31, 2025 and December 31, 2024, the liability for these awards was $0.5 million and is reported on the condensed 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 Company recognized stock-based compensation expense relating to performance-based market condition share awards of zero for each of the three months ended March 31, 2025 and 2024.

The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at March 31, 2025 were as follows:


		March 31, 2025
Expected volatility		69.8%
Dividend yield		1.2%
Risk-free interest rate		3.6%
Weighted-average expected term (in years)		3.9

The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards.

11.

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. For both the three months ended March 31, 2025 and 2024, 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 March 31, 2025.

The details of the computation of basic and diluted earnings per common share are as follows:


	Three Months Ended March 31,
(dollars in millions, share data in thousands except earnings per share)	2025		2024
Net income and comprehensive income attributable to Emerald Holding, Inc.	$	15.3	$	11.0
Accretion to redemption value of redeemable convertible preferred stock		—		(10.7	)
Participation rights on if-converted basis		—		(0.2	)
Net income and comprehensive income attributable to Emerald Holding, Inc. common stockholders	$	15.3	$	0.1
Weighted average common shares outstanding		200,596		63,039
Basic income per share	$	0.08	$	0.00
Net income and comprehensive income attributable to Emerald Holding, Inc. common stockholders	$	15.3	$	0.1
Dilutive effect of stock options		245		2,166
Diluted weighted average common shares outstanding		200,841		65,205
Diluted income per share	$	0.08	$	0.00
Anti-dilutive employee share awards excluded from diluted earnings per share calculation		17,985		8,667

12.

Income Taxes

The Company determines its interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to the income before income taxes for the period. In determining the full year effective tax rate estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). Significant judgment is exercised in determining the income tax provision due to transactions, credits and estimates where the ultimate tax determination is uncertain.

The Company’s U.S. federal statutory corporate income tax rate was 21% as of March 31, 2025. For the three months ended March 31, 2025 and 2024, the Company recorded a provision for income taxes of $5.4 million and $3.5 million, respectively, which resulted in an effective tax rate of 26.1% and 24.1%, respectively. The differences between the U.S. federal statutory and effective tax rates before discrete items are primarily attributable to changes in valuation allowances and state taxes.

Liabilities for unrecognized tax benefits were $1.5 million as of March 31, 2025 and December 31, 2024, and are included within other noncurrent liabilities in the condensed consolidated balance sheets. Associated interest and penalties were not significant as of March 31, 2025 and December 31, 2024.

13.

Commitments and Contingencies

Leases and Other Contractual Arrangements

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 cancellable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

Legal Proceedings and Contingencies

The Company is subject to litigation and other claims in the ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows.

In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements.

14.

Accounts payable and other current liabilities

Accounts payable and other current liabilities consisted of the following:


(in millions)	March 31, 2025		December 31, 2024
Trade payables	$	13.4	$	17.3
Other current liabilities		19.0		11.3
Accrued event costs		21.5		7.4
Accrued personnel costs		7.1		4.7
Total accounts payable and other current liabilities	$	61.0	$	40.7

15.

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 CODM evaluates performance based on the results of three business lines, which represent the Company’s 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, did 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 following table presents a reconciliation of reportable segment revenues, other income, net, and Adjusted EBITDA to net income before income taxes:


	Three Months Ended March 31,
(in millions)	2025			2024
Revenues
Connections Segment	$	138.3		$	123.4
All Other Category		9.4			10.0
Total revenues	$	147.7		$	133.4

Other income, net
Connections Segment	$	—		$	1.0
Total other income, net	$	—		$	1.0

Connections Segment expenses
Cost of Revenues	$	48.8		$	45.3
Selling, general and administrative		23.4			23.0
Total expenses	$	72.2		$	68.3

Adjusted EBITDA
Connections Segment	$	66.2		$	56.1
Segment Adjusted EBITDA	$	66.2		$	56.1

All Other Category Adjusted EBITDA	$	0.7		$	0.2
General corporate and other expenses(1)		(13.3	)		(15.5	)
Interest expense, net		(15.1	)		(9.8	)
Depreciation and amortization expense		(6.4	)		(7.1	)
Stock-based compensation expense		(2.6	)		(2.5	)
Other items(2)		(8.8	)		(6.9	)
Income before income taxes	$	20.7		$	14.5

(1)

General corporate and other expenses are primarily related to corporate level expenditures.

(2)

Other items for the three months ended March 31, 2025 included: (i) $3.7 million in acquisition-related transaction costs; (ii) $0.6 million in acquisition-related integration and restructuring-related transition costs; (iii) $1.4 million in non-recurring legal, audit and consulting fees; and (iv) $3.1 million in expense related to the remeasurement of contingent consideration. Other items for the three months ended March 31, 2024 included: (i) $0.3 million in acquisition-related transaction costs; (ii) $4.8 million in transition expenses; (iii) $0.3 million in non-recurring legal, audit and consulting fees; and (iv) $1.5 million in expense related to the remeasurement of contingent consideration.

The following table presents reportable and non-reportable segment cost of revenues and selling, general and administrative expenses:


	Three Months Ended March 31,
	2025		2024
(in millions)
Cost of revenues
Connections Segment	$	48.8	$	45.3
All Other Category		2.6		2.2
Total cost of revenues	$	51.4	$	47.5

Selling, general and administrative expenses
Connections Segment	$	23.4	$	23.0
All Other Category		6.1		7.6
Corporate		13.3		15.5
Other items(1)		11.3		9.4
Total selling, general and administrative expenses	$	54.1	$	55.5

(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. Intersegment revenues were immaterial for the three months ended March 31, 2025 and 2024. For the three months ended March 31, 2025 and 2024, substantially all revenues were derived from transactions in the United States.

16.

Related Party Transactions

Investment funds affiliated with Onex Corporation owned approximately 92.4% of the Company’s common stock as of March 31, 2025. Affiliates of Onex Corporation held a 88.0% 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 no payments to Convex during the three months ended March 31, 2025 and 2024. The amounts due to Convex as of March 31, 2025 were $0.4 million. The amounts due to Convex as of December 31, 2024 were immaterial.

17.

Subsequent Events

On April 30, 2025, the Company’s board of directors declared a dividend for the quarter ending June 30, 2025 of $0.015 per share payable on May 22, 2025 to holders of record of the Company’s common stock on May 12, 2025.

On April 30, 2025, the Company’s Board of Directors approved an expansion of the share repurchase program, which allows for the repurchase of $25.0 million of the Company’s common stock through December 31, 2025. The share repurchase program may be suspended or discontinued at any time without notice.

On May 2, 2025, the Company completed the acquisition of This is Beyond Limited (“This is Beyond”) for an aggregate purchase price of approximately $138.0 million. The acquisition was completed pursuant to an agreement signed on March 13, 2025. This is Beyond is a London-based organizer of B2B trade shows serving the global luxury travel and entertainment travel industries. 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.

Item 2. 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 the unaudited condensed consolidated financial statements and related notes of Emerald Holding, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), as filed with the SEC. You should review the disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in the Annual Report, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to “Emerald,” the “Company,” “us,” “we,” “our,” and all similar expressions are references to Emerald Holding, Inc., together with its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Recent Events

Dividend

On April 30, 2025, Emerald’s board of directors declared a dividend for the quarter ending June 30, 2025 of $0.015 per share payable on May 22, 2025 to holders of record of Emerald’s common stock on May 12, 2025.

This is Beyond Acquisition

On May 2, 2025, Emerald completed the acquisition of This is Beyond Limited (“This is Beyond”) for an aggregate purchase price of approximately $138.0 million. The acquisition was completed pursuant to an agreement signed on March 13, 2025. This is Beyond is a London-based organizer of B2B trade shows serving the global luxury travel and entertainment travel industries.

Overview

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 integrate live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms 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 and Bulletin platforms. In addition to their respective revenues, these products complement our live events and provide us year-round channels of customer acquisition and development.

Reportable Segments

As described in Note 15, Segment Information, 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 segments and are included in the “All Other” category. In addition, we have a “Corporate-Level Activities” category consisting of finance, legal, information technology and administrative functions.

The following discussion provides additional detailed disclosure for the one reportable segment, the “All Other” category and the “Corporate-Level Activity” category:

Connections: This segment includes all of Emerald’s trade shows and other live events that provide exhibitors opportunities to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry.

All Other: This category consists of Emerald’s remaining operating segments, which provide diverse media platforms and services and e-commerce software solutions, but are not aggregated with the reportable segment. 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.

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.

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:

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Market Fragmentation — The trade show industry is highly fragmented, with the five 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.

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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.

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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.

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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.

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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 su

Emerald Holding, Inc. 10-Q