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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.

Overview and Background

Emerald is a leading operator of business-to-business trade shows in the United States. 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. Since the Onex Acquisition in June 2013, we have completed 26 strategic acquisitions, with purchase prices, excluding the $335.0 million acquisition of George Little Management in 2014, ranging from approximately $5.0 million to approximately $120.0 million, excluding the $24.0 million of contingent payment which was not earned by the acquired entity, and annual revenues ranging from approximately $1.3 million to approximately $25.6 million. 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.

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:

•

Sue Bryce Education and The Portrait Masters — On April 1, 2021, we acquired substantially all of the assets of Sue Bryce Education and The Portrait Masters.Sue Bryce Education and The Portrait Masters is a subscription-based photography business education and e-learning service with a photography conference.

•

MJBiz — On December 31, 2021, we acquired substantially all of the assets of MJBiz. MJBiz is a leading event producer and content platform serving the wide range of companies operating in the rapidly growing cannabis industry.

•

Advertising Week — On June 21, 2022, we acquired substantially all of the assets of Advertising Week. Advertising Week is a global event and thought leadership platform focused on marketing, media, technology, and culture.

•

Bulletin, Inc. (“Bulletin”) — On July 11, 2022, we acquired substantially all of the assets of Bulletin. Bulletin is an online wholesale market for retail where brands, buyers and designers gather to connect and discover new products.

•

Lodestone Events (“Lodestone”) — On January 10, 2023, we acquired substantially all of the assets of Lodestone. Lodestone is a producer of the Overland Expo series of vehicle-based, adventure travel consumer shows.

We completed the following acquisition in January 2024:

•

Hotel Interactive (“HI”) — On January 19, 2024, we acquired all of the assets of HI. HI produces live events with pre-scheduled appointments and connects decision-makers and suppliers in their respective markets. HI operates 15 events in the hotel, hospitality, food service and healthcare and senior living space.

Refinancing Transactions

On February 2, 2023, our wholly-owned subsidiary, Emerald X, Inc. (“Emerald X”) entered into a Fifth Amendment (the “RCF Amendment”) to its Amended and Restated Credit Agreement (such credit agreement, the “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. The increased revolving commitments have the same terms as the existing revolving commitments. The RCF Amendment did not change any other material terms of the Amended and Restated Credit Agreement.

On June 12, 2023, (the “Term Loan Amendment Effective Date”), Emerald X entered into a Sixth Amendment (the “Term Loan Amendment”) to its existing Amended and Restated Credit Agreement. The Term Loan Amendment, which was entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent, extended the

maturity of the term loans outstanding under the Amended and Restated Credit Agreement (such extended term loan facility, 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. The Term Loan Amendment also 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. In addition, the Term Loan Amendment 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 will have 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.

For more information regarding these refinancing transactions, see Note 7, Debt, to the audited financial statements included elsewhere in this Annual Report on Form 10-K.

Redeemable Preferred Stock

Dividends

Each share of redeemable convertible preferred stock will accumulate dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023, and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. 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. During the year ended December 31, 2022, the Company recorded accretion of $31.8 million with respect to the redeemable convertible preferred stock, bringing the aggregate liquidation preference to $475.9 million as of December 31, 2022. During the year ended December 31, 2021, the redeemable convertible preferred stock accumulated $29.8 million worth of dividends, bringing the aggregate accreted liquidation preference to $444.1 million as of December 31, 2021. Holders of redeemable convertible preferred stock are 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 may be paid to holders of common stock unless the aggregate accreted liquidation preference on the redeemable convertible preferred stock has been paid or holders of a majority of the outstanding redeemable convertible preferred stock have consented to such dividend.

The Company’s Board of Directors 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 the periods ending September 30, 2023, and December 31, 2023, respectively, and the Company paid the Preferred Stock Cash Dividend for a total of $17.2 million, or $0.12 per share, to preferred stock holders including Onex-related entities.

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:

•

Impact of COVID-19 — The pandemic spread of COVID-19 and the related government restrictions and social distancing measures implemented in the United States and throughout the world significantly impacted our business from mid-March 2020 through the end of fiscal 2021, with live events resuming in the United States beginning late in the second quarter of 2021. While we were able to resume our full schedule of events during 2022 and 2023, the ongoing effects of COVID-19 on our operations continued to negatively affect our financial results and liquidity. In particular, the uncertainty of timing and amount of proceeds from event cancellation insurance caused significant variability in our year to year and quarter to quarter results, which continued throughout 2022 and into the first part of 2023. This variability has affected the comparability of results in these periods to pre-COVID-19 results and may affect comparability in future periods. For more information, see “Risk Factors—Our operations, business and financial results have been, and may in the future be, materially impacted by COVID-19 or future public health emergencies, including outbreaks of contagious disease” and “Liquidity and Capital Resources”.

•

Market Fragmentation — The trade show industry is highly fragmented, with the four largest companies, including Emerald, comprising only 9% of the wider U.S. market according to the International Globex Report 2022. 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, rising interest rates may increase our financing and borrowing costs on new and existing debt.

•

Lag Time — As the majority of our exhibit space is sold during the twelve months prior to each trade show, there is often a timing difference between changes in the economic conditions of an industry sector vertical and their effect on our results of operations. 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 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 elsewhere in this Annual Report on Form 10-K, effective October 31, 2023, our business is organized into a single reportable segment, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker (“CODM”). The CODM evaluates performance based on the results of our Connections, Content and Commerce business lines (collectively, the “three C’s”), which represent our three operating segments. The Connections segment is primarily comprised of Emerald’s trade shows and other live events. 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:

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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.

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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 6 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.

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. While these causes included event cancellation caused by the outbreak of communicable diseases, including COVID-19, for the years ended December 31, 2021 and 2020, Emerald’s renewed event cancellation insurance policies beginning with policy year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. Our Other Income is primarily comprised of received or confirmed event cancellation insurance claim and insurance litigation settlement proceeds.

Cost of Revenues

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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 19%, 17%, and 16% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 7%, 6%, and 6% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively.

•

Sponsorship Costs. We 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%, 13%, and 9% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 5%, 5%, and 3% of our total revenues for the year ended December 31, 2023, 2022 and 2021, respectively.

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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 12%, 11%, and 13% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 4%, 4%, and 5% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively.

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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 5%, 6%, and 10% of our total cost of revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively, and 2%, 2%, and 4% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively.

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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 35%, 27%, and 51% of our total cost of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and 13%, 10%, and 20% of our total revenues for the year ended December 31, 2023, 2022 and 2021, respectively.

Selling, General and Administrative Expenses

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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%, 72%, and 67% of our total selling, general and administrative expenses for the years ended December 31, 2023, 2022 and 2021, respectively, and 28%, 32%, and 66% of our total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively.

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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%, 28%, and 33% of our total selling, general and administrative expenses, for the years ended December 31, 2023, 2022 and 2021, respectively, and 16%, 13%, and 32% of our total revenues for the years ended December 31, 2023, 2022 and 2021, respectively.

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 years ended December 31, 2022 and 2021, and for the portion of 2023 prior to the Term Loan Amendment Effective Date, principally represented interest paid in respect of our Amended and Restated Senior Secured Credit Facilities (as amended and in effect during the applicable period).

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 the year ended December 31, 2023, and approximately 1% of our total revenues for each of the years ended December 31, 2022 and 2021.

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. As a result of COVID-19, 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 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

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 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.

Adjusted EBITDA

Adjusted EBITDA is a key measure of our performance. We define Adjusted EBITDA as net (loss) income before (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations. We 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 (loss) income. For a reconciliation of Adjusted EBITDA to net (loss) income, see Footnote 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.

Results of Operations

Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022

The tables in this section summarize key components of our results of operations for the periods indicated.

Year Ended December 31,

(dollars in millions)

Statement of (loss) income and comprehensive (loss) income data:

Depreciation and amortization expense 45.0 59.5 (14.5 ) (24.4 )%

Goodwill impairments(2) — 6.3 (6.3 ) (100.0 )%

Intangible asset impairments(3) — 1.6 (1.6 ) (100.0 )%

Loss on extinguishment of debt 2.3 — 2.3 100.0 %

Loss on disposal of fixed assets 0.2 — 0.2 100.0 %

(Loss) income before income taxes (2.9 ) 158.0 (160.9 ) NM

Provision for income taxes 5.3 27.2 (21.9 ) NM

Net (loss) income and comprehensive (loss) income $ (8.2 ) $ 130.8 $ (139.0 ) NM

Other financial data (unaudited):

(1)

Selling, general and administrative expenses for the years ended December 31, 2023 and 2022 included expenses of $10.5 million and a gain of $14.0 million, respectively, in contingent consideration remeasurement adjustments, acquisition-related transaction, transition and integration costs, including legal, audit and advisory fees. Also included in selling, general and administrative expenses for each of the years ended December 31, 2023 and 2022 were stock-based compensation expenses of $7.8 million and $5.8 million, respectively.

(2)

Goodwill impairments for the year ended December 31, 2022 represents non-cash impairment of $6.3 million in connection with our January 31, 2022 goodwill impairment testing. See Note 6, Intangible Assets and Goodwill, in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash goodwill impairments.

(3)

Intangible asset impairments for the year ended December 31, 2022 included non-cash impairments of $1.6 million for certain indefinite-lived intangible assets in connection with our January 31, 2022 interim impairment assessment. See Note 6, Intangible Assets and Goodwill, in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash intangible asset impairments.

(4)

In addition to net (loss) income presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance. Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net (loss) income, cash flows from operating activities or other measures determined in accordance with GAAP. Also, Adjusted EBITDA is not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as net (loss) income before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) goodwill impairments, (iv) intangible asset impairments, (v) depreciation and amortization, (vi) stock-based compensation, (vii) deferred revenue adjustment and (viii) other items that we believe are not part of our core operations. We 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,

(unaudited)

(dollars in millions)

Net (loss) income $ (8.2 ) $ 130.8

Add (Deduct):

Interest expense, net 35.1 21.8

Loss on extinguishment of debt 2.3 —

Provision for (benefit from) income taxes 5.3 27.2

Goodwill impairments(a) — 6.3

Intangible asset impairments(b) — 1.6

Depreciation and amortization expense 45.0 59.5

Stock-based compensation expense(c) 7.8 5.8

Deferred revenue adjustment(d) — 0.6

Deduct:

Event cancellation insurance proceeds 2.8 182.8

Adjusted EBITDA excluding event cancellation insurance proceeds $ 95.0 $ 56.8

(a)

Represents the non-cash goodwill impairments described in Footnote 2 above.

(b)

Represents the non-cash intangible asset impairments described in Footnote 3 above.

(c)

Represents costs related to stock-based compensation associated with certain employees’ participation in the 2013 Stock Option Plan (“2013 Plan”), the 2017 Omnibus Equity Plan (the “2017 Plan”) and the 2019 Employee Stock Purchase Plan (the “ESPP”).

(d)

Represents deferred revenue acquired in the PlumRiver acquisition that was marked down to the acquisition date fair value due to purchase accounting rules. If the business had been continuously owned by us throughout the related contract period, the fair value adjustment of $0.6 million for PlumRiver for the year ended December 31, 2022, would not have been required and the revenues for the year ended December 31, 2022, would have been higher by $0.6 million.

(e)

Other items for the year ended December 31, 2023 included: (i) $2.3 million in gains related to the remeasurement of contingent consideration; (ii) $6.1 million in acquisition-related integration and restructuring-related transition costs, including a one-time severance expense of $1.5 million; (iii) $2.6 million in acquisition-related transaction costs and (iv) $4.1 million in non-recurring legal, audit and consulting fees. Other items for the year ended December 31, 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 (iv) $7.9 million in insurance settlement related expenses.

(5)

In addition to net cash provided by operating activities presented in accordance with GAAP, we present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to our management and investors about the amount of cash generated from our core operations that, after capital expenditures, can be used for the repayment of indebtedness, payment of dividends, repurchases of shares of our common stock and strategic initiatives, including investing in our business and making strategic acquisitions. 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,

(unaudited)

(dollars in millions)

Net Cash Provided by Operating Activities $ 40.3 $ 175.1

Less:

(6)

In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy. 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.

Year Ended December 31, Change

(unaudited)

(dollars in millions)

Add (deduct):

Acquisition revenues (12.7 ) —

Discontinued events — (2.8 )

Revenues

Total revenues of $382.8 million for the year ended December 31, 2023 increased $56.9 million, or 17.5%, from $325.9 million for the year ended December 31, 2022. See “Connections Segment—Revenues,” and “All Other Category—Revenues” below for a discussion of the factors contributing to the changes in total revenues.

Other Income, net

Total other income, net of $2.8 million for the year ended December 31, 2023 decreased $180.0 million, from $182.8 million for the year ended December 31, 2022. See “Connections Segment—Other Income, net” and

“Corporate—Other Income, net” below for a discussion of the factors contributing to the changes in total other income, net.

Cost of Revenues

Total cost of revenues of $137.6 million for fiscal 2023 increased by $21.1 million, or 18.1%, from $116.5 million for fiscal 2022. See “Connections Segment—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 $168.3 million for the year ended December 31, 2023 increased $23.3 million, or 16.1%, from $145.0 million for the year ended December 31, 2022. 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 $45.0 million for the year ended December 31, 2023 decreased $14.5 million, or 24.4%, from $59.5 million for the year ended December 31, 2022. 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.

Goodwill Impairments

As a result of the changes in our operating segments in the first quarter of 2022, we performed a goodwill impairment assessment and recorded a $6.3 million non-cash charge related to the impairment of goodwill as of January 31, 2022. There were no charges related to impairment of goodwill recorded during the year ended December 31, 2023.

Intangible Asset Impairments

As a result of the identification of an interim impairment trigger for one of its indefinite-lived intangible assets during the first quarter of 2022, the Company performed an impairment assessment and recorded a $1.6 million non-cash charge related to the impairment of an indefinite-lived trade name asset as of January 31, 2022. There were no charges related to impairment of intangible assets recorded during the year ended December 31, 2023.

Interest Expense

Total interest expense of $43.3 million for the year ended December 31, 2023 increased $18.8 million, or 76.7%, from $24.5 million for the year ended December 31, 2022. See “Corporate—Interest Expense” below for a discussion of the factors contributing to the changes in total interest expense.

Interest Income

Total interest income of $8.2 million for the year ended December 31, 2023 increased $5.5 million, or 203.7%, from $2.7 million for the year ended December 31, 2022. See “Corporate—Interest Income” below for a discussion of the factors contributing to the changes in total interest income.

Loss on Extinguishment of Debt

See “Corporate—Loss on Extinguishment of Debt” below for a discussion of the factors contributing to the changes in total loss on extinguishment of debt.

Connections Segment

Year Ended December 31,

(dollars in millions)

Selling, general and administrative expenses 79.4 77.2 2.2 2.8 %

Depreciation and amortization expense 34.8 50.7 (15.9 ) (31.4 )%

Goodwill impairments — 6.0 (6.0 ) NM

Intangible asset impairments — 1.6 (1.6 ) NM

Revenues

During the year ended December 31, 2023, revenues for the Connections segment of $340.2 million increased by $57.6 million, or 20.4% from $282.6 million for the year ended December 31, 2022. The primary driver of the increase was organic revenue growth of $47.7 million, or 17.0%, from $279.8 million in fiscal year 2022 to $327.5 million in the current year. This growth was comprised of a recurring revenues increase of $41.8 million, or 15.0%, to $320.6 million in the current year from $278.8 million in fiscal year 2022 and $5.9 million from new event launches in the current year. Acquisitions generated incremental revenues of $12.7 million during fiscal year 2023. These increases were partially offset by $2.8 million in prior year revenues from discontinued events.

Other Income, net

Other income, net of $2.8 million and $34.2 million was recorded for the Connections segment related to event cancellation insurance proceeds during the years ended December 31, 2023 and 2022, respectively. All of the $2.8 million and $34.2 million of other income, net, for the Connections segment was received during the years ended December 31, 2023 and 2022, respectively.

Cost of Revenues

During the year ended December 31, 2023, cost of revenues for the Connections reportable segment increased $21.1 million, or 19.7%, to $128.0 million from $106.9 million for the year ended December 31, 2022. This growth was comprised of an increase in cost of recurring revenues of $10.8 million, or 10.3%, to $115.0 million in the current year from $104.2 million in fiscal year 2022, and an increase of $5.7 million in cost of revenues from new event launches in the current year. Acquisitions generated incremental cost of revenues of $6.3 million during fiscal year 2023. These increases were partially offset by a decrease of $1.7 million from prior year cost of revenues relating to discontinued events.

Selling, General and Administrative Expenses

During the year ended December 31, 2023 selling, general and administrative expenses for the Connections reportable segment increased $2.2 million, or 2.8%, to $79.4 million from $77.2 million for the comparable period in 2022. The increase was primarily due to the acquisition of Lodestone, which added incremental expense of $2.1 million.

Depreciation and Amortization Expense

Depreciation and amortization expense attributable to the Connections segment of $34.8 million for the year ended December 31, 2023 decreased $15.9 million, or 31.4%, from $50.7 million for the year ended December 31, 2022. The decrease was due to the full amortization of intangible assets acquired in the formation of Emerald in June 2013 as well as lower amortization on the definite-lived trade name and customer relationship intangible assets associated with the MJBiz acquisition.

Goodwill Impairments

During 2022, the Company recorded non-cash goodwill impairments of $6.0 million in connection with reporting units under the Connections segment in relation to its annual impairment assessment. Refer to the consolidated goodwill impairment discussion under the heading, Goodwill Impairments, above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.

Intangible Asset Impairments

In connection with our 2022 annual impairment assessment, we recorded a non-cash impairment charge of $1.6 million for intangible assets related to the Connections 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 goodwill impairment.

All Other Category

Year Ended December 31,

(dollars in millions)

Cost of revenues 9.6 9.6 - NM

Selling, general and administrative expenses 29.4 34.2 (4.8 ) (14.0 )%

Depreciation and amortization expense 7.2 4.3 2.9 67.4 %

Goodwill impairments — 0.3 (0.3 ) (100.0 )%

Operating loss $ (3.6 ) $ (5.1 ) $ 1.5 NM

Revenues

During the year ended December 31, 2023, revenue attributable to the All Other category of $42.6 million decreased by $0.7 million, or 1.6%, from $43.3 million for the year ended December 31, 2022. The decrease in revenues was comprised of a $4.4 million, or 15.8% and a decrease in content revenues to $23.5 million in the current year from $27.9 million in fiscal year 2022, primarily related to lower print and digital advertising revenues in the technology sector, partially offset by a $3.7 million, or 24.0%, increase in commerce revenues to $19.1 million in the current year from $15.4 million in fiscal year 2022. The increase in commerce revenues was attributable to the continued growth of the Elastic Suite e-commerce business.

Cost of Revenues

During the year ended December 31, 2023, cost of revenues attributable to the All Other category remained flat compared to the prior year at $9.6 million. Cost of revenues related to our content business of $4.7 million during the current year decreased by $0.4 million, or 7.8%, from $5.1 million in fiscal year 2022 primarily as a result of the lower revenues described above. This decline was offset by cost of revenues related to our commerce business of $4.9 million during the current year, which increased $0.4 million, or 8.9%, from $4.5 million in fiscal year 2022. The increase in commerce cost of revenues was attributable to the continued growth of the Elastic Suite e-commerce business.

Selling, General and Administrative Expenses

During the year ended December 31, 2023, selling, general and administrative expenses for the All Other category of $29.4 million decreased by $4.8 million, or 14.0%, from $34.2 million for the year ended December 31, 2022. The decrease in selling, general and administrative expense was primarily driven by lower salary and benefits, contractual labor and consulting expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense for the All Other category of $7.2 million for the year ended December 31, 2023 increased $2.9 million, or 67.4%, from $4.3 million for the year ended December 31, 2022. The increase was due to higher amortization of software development costs related to our commerce business.

Goodwill Impairments

During 2022, the Company recorded non-cash goodwill impairments of $0.3 million in connection with reporting units under the All Other category in relation to its annual impairment assessment. Refer to the consolidated goodwill impairment discussion under the heading, Goodwill Impairments, above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.

Corporate

Year Ended December 31,

(dollars in millions)

Other income, net $ — $ 148.6 $ (148.6 ) NM

Selling, general and administrative expenses 59.5 33.6 25.9 77.1 %

Depreciation and amortization expense 3.0 4.5 (1.5 ) (33.3 )%

Other Income, net

During the year ended December 31, 2022, other income, net for the Corporate category was $148.6 million and was related to a one-time insurance litigation settlement. The one-time settlement payment was not specifically attributable to any of our outstanding event cancellation insurance claims and therefore was not recorded at the segment level.

Selling, General and Administrative Expenses

During the year ended December 31, 2023, selling, general and administrative expenses of $59.5 million for the Corporate category increased by $25.9 million, or 77.1%, from $33.6 million for the year ended December 31, 2022. The increase in selling, general and administrative expense was primarily driven by the impact in the current year of $33.3 million in prior year non-cash gains related to the remeasurement of contingent consideration liabilities, partially offset by a decrease of $7.9 million relating to insurance litigation settlement expenses incurred in fiscal year 2022.

Depreciation and Amortization Expense

Depreciation and amortization expense relating to the Corporate category of $3.0 million for the year ended December 31, 2023 decreased $1.5 million, or 33.3%, from $4.5 million for the year ended December 31, 2022. The decrease was related to lower loss on disposal of fixed assets related to office closures which occurred in fiscal year 2022.

Interest Expense; Interest Income; Loss on Extinguishment of Debt; Provision for Income Taxes; Net (Loss) Income and Comprehensive (Loss) Income; Adjusted EBITDA

Interest Expense

Interest expense of $43.3 million for the year ended December 31, 2023 increased $18.8 million, or 76.7%, from $24.5 million for the year ended December 31, 2022. The increase was primarily attributable to an increase in the variable interest rate on the term loan portion of our Amended and Restated Senior Secured Credit Facilities (as amended by the Term Loan Amendment), for which the average rate during 2023 was 8.98%, compared to 4.26% during 2022.

Interest Income

Interest income of $8.2 million for the year ended December 31, 2023 increased $5.5 million, from $2.7 million for the year ended December 31, 2022. The increase was primarily attributable to an increase in our cash balance due to the receipt of event cancellation insurance claim and insurance litigation settlement proceeds at the end of 2022 as well as rising interest rates throughout fiscal year 2023.

Loss on Extinguishment of Debt

Loss on extinguishment of debt of $2.3 million was recognized during the year ended December 31, 2023 as a result of the Term Loan Amendment on June 12, 2023. The loss on extinguishment of debt was comprised of $2.1 million of original issuance discount (“OID”) related to the Extended Term Loan Facility and $0.2 million of previously capitalized OID and debt issuance costs, allocated to lenders in the syndicate whose balances were extinguished in conjunction with the Term Loan Amendment.

Provision for Income Taxes

For the years ended December 31, 2023 and 2022, we recorded a provision for income taxes of $5.3 million and $27.2 million, respectively. The decrease in our provision for income taxes of $21.9 million for the year ended December 31, 2023 compared to the prior year was primarily attributable to the impact of lower other income, net from event cancellation insurance claim and insurance litigation settlement proceeds during 2023, partially offset by higher income generated by our operations.

Net (Loss) Income and Comprehensive (Loss) Income

Net loss and comprehensive loss of $8.2 million for the year ended December 31, 2023 decreased $139.0 million from net income and comprehensive income of $130.8 million for the year ended December 31, 2022. The key drivers of the decrease were lower other income, net related to event cancellation insurance claim and insurance litigation settlement proceeds and higher interest expense, net, offset in part by higher revenues as a result of the continued recovery from the COVID-19 pandemic and business acquisitions, lower provision for income taxes, lower depreciation and amortization expense and the absence of any goodwill and intangible asset impairment charges during 2023.

Adjusted EBITDA

Total Adjusted EBITDA of $97.8 million for the year ended December 31, 2023 decreased $141.8 million, or 59.2%, from $239.6 million for the year ended December 31, 2022. The decrease in Adjusted EBITDA was primarily attributable to lower other income, net related to the decrease in event cancellation insurance claim and insurance litigation settlement proceeds received during 2023, partially offset by the increased profits generated from our legacy business as it continues to recover from the impacts of the COVID-19 pandemic and profits generated by our recent acquisitions.

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 4 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.

Results of Operations

Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

The tables in this section summarize key components of our results of operations for the periods indicated.

Year Ended December 31,

(dollars in millions)

Statement of income (loss) and comprehensive income (loss) data:

Selling, general and administrative expenses(1) 145.0 143.0 2.0 1.4 %

Loss on disposal of fixed assets — 0.4 (0.4 ) NM

Provision for (benefit from) income taxes 27.2 (1.3 ) 28.5 (2192.3 )%

Other financial data (unaudited):

(1)

Selling, general and administrative expenses for the years ended December 31, 2022 and 2021 included a gain of $14.0 million, and expenses of $9.4 million, respectively, in non-cash contingent consideration remeasurements and acquisition-related transaction, transition and integration costs, including legal and advisory fees. Also included in selling, general and administrative expenses for each of the years ended December 31, 2022 and 2021 were stock-based compensation expenses of $5.8 million and $10.4 million, respectively.

(2)

Goodwill impairments for the year ended December 31, 2022 represent non-cash impairments of $6.3 million in connection with our January 31, 2022 goodwill impairment testing. Goodwill impairments for the year ended December 31, 2021 represents non-cash impairment of $7.2 million in connection with our October 31, 2021 goodwill impairment testing. See Note 6, Intangible Assets and Goodwill, in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash goodwill impairments.

(3)

Intangible asset impairments for the year ended December 31, 2022 included non-cash impairments of $1.6 million for certain indefinite-lived intangible assets in connection with our January 31, 2022 interim impairment assessment. Intangible asset impairments for the year ended December 31, 2021 included non-cash impairments of $21.0 million and $11.7 million for certain customer relationship intangible assets and definite-lived trade names, and certain indefinite-lived trade names, respectively, in connection with our October 31, 2021 testing of intangible assets. See Note 6, Intangible Assets and Goodwill, in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to our non-cash intangible asset impairments.

(4)

In addition to net loss presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance. Adjusted EBITDA is a supplemental non-GAAP financial measure of operating

performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as alternatives to net loss, cash flows from operating activities or other measures determined in accordance with GAAP. Also, Adjusted EBITDA is not necessarily comparable to similarly titled measures presented by other companies.

Year Ended December 31,

(unaudited)

(dollars in millions)

Add (Deduct):

Interest expense, net 21.8 15.8

Provision for (benefit from) income taxes 27.2 (1.3 )

Goodwill impairments(a) 6.3 7.2

Intangible asset impairment(b) 1.6 32.7

Depreciation and amortization expense 59.5 47.6

Stock-based compensation expense(c) 5.8 10.4

Deferred revenue adjustment(d) 0.6 2.0

Other items(e) (14.0 ) 9.4

Deduct:

Event cancellation insurance proceeds 182.8 77.4

Adjusted EBITDA excluding event cancellation insurance proceeds $ 56.8 $ (33.3 )

(a)

Represents the non-cash goodwill impairments described in Footnote 2 above.

(b)

Represents the non-cash intangible asset impairments described in Footnote 3 above.

(c)

(d)

Represents deferred revenue acquired in the PlumRiver acquisition that was marked down to the acquisition date fair value due to purchase accounting rules. If the business had been continuously owned by us throughout the years presented, the fair value adjustments of $0.6 million and $2.0 million for PlumRiver for the years ended December 31, 2022 and 2021, respectively, would not have been required and the revenues for the years ended December 31, 2022 and 2021, would have been higher by $0.6 million and $2.0 million, respectively.

(e)

Other items include amounts our management believes are not representative of our core operations. Other items for the year ended December 31, 2022 included: (i) $33.3 million in non-cash gains related to the remeasurement of contingent consideration; (ii) $6.1 million restructuring-related transition costs, including $3.0 million in non-cash lease abandonment charges; (iii) $1.7 million in non-recurring legal, audit and consulting fees; (iv) $3.6 million in transaction costs, primarily in connection with the MJBiz, Advertising Week, Bulletin and Lodestone acquisitions and (v) $7.9 million in insurance settlement related expenses. Other items for the year ended December 31, 2021 included: (i) $3.1 million in restructuring-related transition costs, including one-time severance expense of $1.3 million and costs associated with lease abandonment of $1.2 million; (ii) $1.7 million in non-recurring legal, audit and consulting fees; (iii) $1.4 million in transaction costs in connection with certain acquisition transactions; (iv) $1.0 million in insurance settlement related expenses and (iv) $2.2 million in expense related to the remeasurement of contingent consideration.

(5)

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,

(unaudited)

(dollars in millions)

Net Cash Provided by Operating Activities $ 175.1 $ 90.0

Less:

Capital expenditures 10.3 6.6

(6)

Year Ended December 31, Change

(unaudited)

(dollars in millions)

Add (deduct):

Acquisition revenues (44.8 ) —

COVID-19 cancellations(1) (76.0 ) —

(1)

Represents the increase in 2022 revenues attributable to events that staged in the current year and were cancelled due to COVID-19 in the prior year.

Revenues

Total revenues of $325.9 million for the year ended December 31, 2022 increased $180.4 million, or 124.0%, from $145.5 million for the year ended December 31, 2021. See “Connections Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of the factors contributing to the changes in total revenues.

Other Income, net

Total other income, net of $182.8 million for fiscal 2022 increased by $105.4 million, from $77.4 million for fiscal 2021. See “Connections Segment – Other Income, net”, “All Other Category – Other Income, net” and “Corporate – Other Income, net” below for a discussion of the factors contributing to the changes in total other income, net.

Cost of Revenues

Total cost of revenues of $116.5 million for fiscal 2022 increased by $59.4 million, or 104.0%, from $57.1 million for fiscal 2021. 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 $145.0 million for the year ended December 31, 2022 increased $2.0 million, or 1.4%, from $143.0 million for the year ended December 31, 2021. 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 $59.5 million for the year ended December 31, 2022 increased $11.9 million, or 25.0%, from $47.6 million for the year ended December 31, 2021. 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.

Goodwill Impairments

As a result of our annual goodwill impairment assessment, management recorded a $7.2 million non-cash charge related to the impairment of goodwill as of October 31, 2021.

Intangible Asset Impairments

As a result of our annual impairment assessment as of October 31, 2021, we recorded a non-cash impairment charge of $32.7 million, which included non-cash impairment charges of $21.0 million and $11.7 million for certain customer relationship intangible assets and definite-lived trade names, and certain indefinite-lived trade names, respectively.

Connections Segment

Year Ended December 31,

(dollars in millions)

Selling, general and administrative expenses 77.2 53.0 24.2 45.7 %

Depreciation and amortization expense 50.7 42.2 8.5 20.1 %

Operating income (loss) $ 74.4 $ (2.0 ) $ 76.4 NM

Revenues

During the year ended December 31, 2022, revenues for the Connections segment of $282.6 million increased by $175.9 million, or 164.9% from $106.7 million for the year ended December 31, 2021. The primary driver of the increase was $76.0 million from events that staged in 2022 but were cancelled in 2021 due to COVID-19. In addition, recurring revenues increased by $51.7 million, or 50.2%, from $102.9 million in fiscal year 2021 to $154.6 million in the fiscal year 2022 and new launches generated revenues of $6.6 million. New acquisitions generated incremental revenues of $41.6 million during fiscal year 2022.

Other Income

Other income of $34.2 million was recorded for the Connections segment related to event cancellation insurance proceeds during the year ended December 31, 2022. All $34.2 million was received during 2022.

Other income of $77.4 million was recorded for the Connections segment related to event cancellation insurance proceeds during the year ended December 31, 2021. All $57.5 million was received during 2021.

Cost of Revenues

During the year ended December 31, 2022, cost of revenues for the Connections reportable segment increased $55.7 million, or 108.8%, to $106.9 million from $51.2 million for the year ended December 31, 2021. The primary driver of the increase was cost of revenues of $23.8 million from events that staged in 2022 but were cancelled in 2021 due to COVID-19. In addition, recurring cost of revenues increased by $12.5 million, or 27.8%, from $44.9 million in fiscal year 2021 to $57.4 million in fiscal year 2022 and new launches generated cost of revenues of $4.8 million. New acquisitions generated incremental cost of revenues of $14.6 million during fiscal year 2022.

Selling, General and Administrative Expenses

During the year ended December 31, 2022 selling, general and administrative expenses for the Connections reportable segment increased $24.2 million, or 45.7%, to $77.2 million from $53.0 million for 2021. The increase was primarily related to higher compensation, benefits, travel and promotional expense attributable to resuming a full schedule of events in 2022 and higher sales commissions and credit card fees related to higher revenues.

Depreciation and Amortization Expense

Depreciation and amortization expense attributable to the Connections segment of $50.7 million for the year ended December 31, 2022 increased $8.5 million, or 20.1%, from $42.2 million for the year ended December 31, 2021. The increase was due to higher amortization on the definite-lived trade name and customer relationship intangible assets associated with the MJBiz and Advertising Week acquisitions.

Goodwill Impairments

During the first quarter of 2022, we recorded non-cash goodwill impairment charges of $6.0 million in connection with reporting units under the Connections segment in relation to our interim impairment assessment.

In connection with our 2021 annual impairment assessment, we recorded a $7.0 million non-cash goodwill impairment charge related to reporting units under the Connections segment.

Refer to the consolidated goodwill impairment discussion under the heading, Goodwill Impairments, above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.

Intangible Asset Impairments

In connection with our 2022 interim impairment assessment, we recorded a non-cash impairment charge of $1.6 million for intangible assets related to the Connections segment.

In connection with our 2021 annual impairment assessment, we recorded a non-cash impairment charge of $32.7 million for intangible assets related to the Connections segment.

All Other Category

Year Ended December 31,

(dollars in millions)

Selling, general and administrative expenses 34.2 28.4 5.8 20.4 %

Depreciation and amortization expense 4.3 3.1 1.2 38.7 %

Goodwill impairments 0.3 0.2 0.1 NM

Operating (loss) income $ (5.1 ) $ 1.2 $ (6.3 ) NM

Revenues

During the year ended December 31, 2022, revenues for the All Other category of $43.3 million increased by $4.5 million, or 11.6%, from $38.8 million for the year ended December 31, 2021. Revenues related to our commerce business of $15.4 million during fiscal year 2022 increased by $4.4 million, or 39.4%, from $11.0 million in fiscal year 2021, as a result of growth in our Elastic Suite e-commerce business and revenues related to our content business of $27.9 million during fiscal year 2022 increased by $0.2 million, or 0.7%, from $27.7 million in fiscal year 2021.

Cost of Revenues

During the year ended December 31, 2022, cost of revenues for the All Other category of $9.6 million increased by $3.7 million, or 62.7%, from $5.9 million for the year ended December 31, 2021. Cost of revenues related to our commerce business of $4.5 million during fiscal year 2022 increased by $3.3 million, or 275.0%, from $1.2 million in fiscal year 2021 due to the continued growth of our Elastic Suite e-commerce business and cost of revenues related to our content business of $5.1 million during fiscal year 2022 increased by $0.4 million, or 8.5%, from $4.7 million in fiscal year 2021.

Selling, General and Administrative Expenses

During the year ended December 31, 2022, selling, general and administrative expenses for the All Other category of $34.2 million increased by $5.8 million, or 20.4%, from $28.4 million for the year ended December 31, 2021. The increase was primarily attributable to higher compensation, benefits, travel and consulting expense attributable to the continued ramp of our commerce business.

Depreciation and Amortization Expense

During the year ended December 31, 2022, depreciation and amortization expense for the All Other category of $4.3 million increased $1.2 million, or 38.7%, from $3.1 million for the year ended December 31, 2021. The increase was due to higher amortization of software development costs related to our commerce business.

Goodwill Impairments

During the year ended December 31, 2022, we recorded $0.3 million in non-cash goodwill impairment charges in connection with reporting units under the All Other category in relation to our interim impairment assessment.

During the year ended December 31, 2021, we recorded $0.2 million in non-cash goodwill impairment charges in connection with reporting units under the All Other category in relation to our annual impairment assessment.

Refer to the consolidated goodwill impairment discussion under the heading, Goodwill Impairment, above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on goodwill impairment.

Corporate

Year Ended December 31,

(dollars in millions)

Selling, general and administrative expenses 33.6 61.6 (28.0 ) (45.5 )%

Depreciation and amortization expense 4.5 2.3 2.2 95.7 %

Other Income, net

Selling, General and Administrative Expenses

During the year ended December 31, 2022, selling, general and administrative expenses of $33.6 million for corporate-level activity decreased by $28.0 million, or 45.5%, from $61.6 million for the year ended December 31, 2021. The decrease in selling, general and administrative expense was primarily driven by $33.3 million in non-cash gains related to the remeasurement of contingent consideration liabilities.

Depreciation and Amortization Expense

Depreciation and amortization expense relating to corporate-level activity of $4.5 million for the year ended December 31, 2022 increased $2.2 million, or 95.7%, from $2.3 million for the year ended December 31, 2021. The increase was related to loss on disposal of fixed assets related to office closures which occurred in fiscal year 2022.

Interest Expense; Loss on Disposal of Fixed Assets; Benefit from Income Taxes; Net Loss and Comprehensive Loss; Adjusted EBITDA

Interest Expense

Interest expense of $24.5 million for the year ended December 31, 2022 increased $8.6 million, or 54.1%, from $15.9 million for the year ended December 31, 2021. The increase was primarily attributable to an increase in the

variable interest rate on our Amended and Restated Term Loan Facility, for which the average rate during 2022 was 4.26%, compared to 2.60% during 2021.

Interest Income

Interest income of $2.7 million for the year ended December 31, 2022 increased $2.6 million, from $0.1 million for the year ended December 31, 2021. The increase was primarily attributable to an increase in our cash balance due to the receipt of event cancellation insurance claim and insurance litigation settlement proceeds as well as rising interest rates throughout 2022.

Loss on Disposal of Fixed Assets

Loss on Disposal of Fixed Assets for the year ended December 31, 2022 decreased 100.0% from $0.4 million for the year ended December 31, 2021. The decrease was primarily attributable to the disposal of leasehold improvements and other fixed assets associated with two office operating leases the Company abandoned during fiscal year 2021.

Provision for (benefit from) Income Taxes

For the years ended December 31, 2022 and 2021, we recorded a provision for income taxes of $27.2 million and a benefit from income taxes of $1.3 million, respectively. The increase in our provision for income taxes of $28.5 million for the year ended December 31, 2022 compared to the prior year was primarily attributable to the impact of higher other income, net from event cancellation insurance claim and insurance litigation settlement proceeds.

Net Income (Loss) and Comprehensive Income (Loss)

Net income and comprehensive income of $130.8 million for the year ended December 31, 2022 increased $210.5 million from net loss and comprehensive loss of $79.7 million for the year ended December 31, 2021. The key drivers of the increase in net income and comprehensive income were the higher revenues attributable to executing a full schedule of events in 2022, the increase in other income, net related to event cancellation insurance claim and insurance litigation settlement proceeds during 2022 and decreases in non-cash goodwill and intangible asset impairment charges, partly offset by higher cost of revenues, depreciation and amortization and interest expenses as well as the increase in provision for income taxes described above.

Adjusted EBITDA

Total Adjusted EBITDA of $239.6 million for the year ended December 31, 2022 increased $195.5 million, or 443.3%, from $44.1 million for the year ended December 31, 2021. The increase in Adjusted EBITDA was primarily attributable to higher other income, net related to event cancellation insurance claim and insurance litigation settlement proceeds as well as the profits generated from executing a full schedule of events in 2022.

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.

Impact of COVID-19 Pandemic and Related Insurance Coverage

The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented in the United States and throughout the world significantly impacted Emerald’s business from mid-March 2020 through the end of fiscal year 2021. Late in the second quarter of 2021, we began to see positive impacts of successful vaccination rollouts in many countries, with social distancing restrictions easing and live events resuming in the United States. In the second half of 2021, Emerald’s live events business experienced a meaningful restart with the successful execution of 56 in-person events, serving more than 129,000 attendees and 7,500 exhibiting companies. We have since been able to stage a full slate of events in each of 2022 and 2023, successfully trading 124 and 141 in-person events, respectively, and serving approximately 393,000 and 516,000 attendees and 17,800 and 21,000 exhibiting companies, respectively. While we have been able to resume our full schedule of events, the ongoing effects of COVID-19 on our operations have had, and may continue to have, a negative impact on our financial results and liquidity. The assumptions used to estimate our liquidity are subject to greater uncertainty because we cannot predict with certainty when event exhibitors and attendees will attend our events in numbers similar to pre-pandemic editions. Therefore, current estimates of revenues and the associated impact on liquidity could differ significantly in the future.

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, 2023, 2022 and 2021, we recorded other income, net of $2.8 million, $182.8 million and $77.4 million, respectively, related to event cancellation insurance claim and settlement proceeds deemed to be realizable by our management. All such amounts were received during the respective periods in which they were recorded.

Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Specifically, for the policies covering calendar years 2021 and 2020, Emerald was insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. 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 2023 and 2022 primary event cancellation insurance policy is $100.0 million for each year, if losses arise for reasons within the scope of these policies. We also obtained a similar separate event cancellation insurance policy for the Surf Expo Winter 2023 and Surf Expo Summer 2023 shows, with a coverage limit of $8.4 million and $6.9 million for each respective event. We have obtained similar coverage for events to be staged during 2024.

Credit Facility Amendments

On February 2, 2023, Emerald X entered into a Fifth Amendment (the “RCF Amendment”) to its Amended and Restated Credit Agreement, which amended the previously existing Amended and Restated Credit Agreement, dated as of May 22, 2017, as amended prior to the date of the RCF Amendment. 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 existing revolving commitments. The RCF Amendment did not change any other material terms of the Amended and Restated Credit Agreement.

On June 12, 2023, Emerald X entered into a Sixth Amendment (the “Term Loan Amendment”) to 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 (the extended term loan facility, the “Extended Term Loan Facility”) from May 22, 2024 to May 22, 2026. The Term Loan Amendment replaced the interest rate applicable to the term loans under the Amended and Restated Credit Agreement with a rate equal to, at the option of Emerald X, (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or (ii) an alternate base rate (“ABR”) plus 4.00% per annum. Prior to the Term Loan Amendment, the interest rate applicable to the term loans under the Amended and Restated Credit Agreement 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 Term Loan Amendment additionally reset scheduled quarterly payments, each equal to 0.25% of the original principal amount of the Extended Term Loan Facility.

As of December 31, 2023, we had $402.9 million of borrowings outstanding under the Extended Term Loan Facility, which was recorded net of unamortized discount of $8.9 million, and net of unamortized deferred financing fees of $1.5 million. Borrowings under our Extended Term Loan Facility are subject to mandatory prepayments under specified circumstances, including 50% of Excess Cash Flow, subject to step-downs to 25% and 0% of excess cash flow at certain leverage based thresholds, and with 100% of the net cash proceeds of asset sales and casualty events in excess of certain thresholds (subject to certain reinvestment rights). If these thresholds are triggered, we would be required to make these mandatory prepayments. See “—Long-Term Debt” below for more detail regarding the terms of our Amended and Restated Senior Secured Credit Facilities.

Based on our return to positive operating cash flows, current cash position and assumptions regarding the impact of COVID-19, as well as revolving commitments available to us under the Amended and Restated Senior Secured Credit Facilities, we believe that our current financial resources will be sufficient to fund the Company's liquidity requirements for the next twelve months.

Dividend Policy

On March 20, 2020, due to the negative impact of COVID-19 on our business, our Board of Directors temporarily suspended our regular quarterly cash dividend on its 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 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.”

Each share of our outstanding redeemable convertible preferred stock accumulates dividends at a rate per annum equal to 7% of the accreted liquidation preference, which compounds quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at our option, may be paid either in cash or by adding to the accreted liquidation preference. For each of the quarterly periods ended September 30, 2023 and December 31, 2023, we elected to pay dividends on the redeemable convertible preferred stock in cash. The aggregate amount of such dividends was $8.6 million in each of the quarterly periods ended September 30 and December 31, 2023. We may elect the form of future quarterly dividends on a quarter-by-quarter basis. There can be no assurance that we will continue to pay such quarterly dividends in cash in future periods.

Share Repurchases

In November 2023, our Board of Directors approved an extension and expansion of our previously-announced share repurchase program, allowing for the repurchase of up to $25.0 million of our common stock through December 31, 2024, subject to early termination or extension by the Board of Directors. This approval extends and expands the previously authorized $20.0 million share repurchase program that was effective through December 31, 2023. Share repurchases under the extended plan may be made from time to time through and including December 31, 2024, subject to early termination or extension by our Board of Directors. 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 5,064,140 shares of common stock for $16.9 million under the share repurchase program during the year ended December 31, 2023. There was $25.0 million remaining available for share repurchases under the share repurchase program as of December 31, 2023.

During the year ended December 31, 2022, we repurchased an aggregate of 2,882,841 shares of common stock for $10.4 million under the repurchase program as then in effect.

Cash Flows

The following table summarizes the changes to our cash flows for the periods presented:

Year Ended December 31,

(unaudited)

Statement of Cash Flows Data (dollars in millions)

Net cash provided by operating activities $ 40.3 $ 175.1 $ 90.0

Net cash used in investing activities $ (21.0 ) $ (47.9 ) $ (131.9 )

Net cash (used in) financing activities $ (54.2 ) $ (119.3 ) $ (22.2 )

Operating Activities

Operating activities consist primarily of net (loss) income adjusted for noncash 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, 2023 decreased $134.8 million to $40.3 million, from $175.1 million during the year ended December 31, 2022. The decrease was primarily due to a $139.0 million decrease in net (loss) income to a net loss of $8.2 million in fiscal year 2023 from net income of $130.8 million in fiscal year 2022, primarily as a result of event cancellation insurance claim and insurance litigation settlement proceeds during the prior year as well as higher cash used for working capital of $8.2 million during 2023. The increase in cash used for working capital was primarily due to the current year payment of liabilities related to the receipt of event cancellation insurance claim proceeds and insurance litigation settlement proceeds in fiscal year 2022. These decreases to cash provided by operating activities were partly offset by a $12.4 million increase in non-cash adjustments to net loss in 2023.The increase in non-cash adjustments to net loss was primarily attributable to a $31.0 million reduction during the current year in gains from remeasurement of contingent consideration, current year loss on debt extinguishment of $2.3 million and a $2.0 million increase in stock-based compensation offset by a $14.5 million decrease in depreciation and amortization expense as well as the lack of any goodwill or intangible asset impairment add-backs in the current fiscal year.

Net cash provided by operating activities for the year ended December 31, 2022 increased $85.1 million to $175.1 million provided by operating activities, from $90.0 million provided by operating activities during the year ended December 31, 2021. The increase was primarily driven by a $210.5 million increase in net income to net income of $130.8 million from net loss of $79.7 million during the year ended December 31, 2021 as a result of event cancellation insurance claim proceeds during the current year. This increase was partly offset by an increase in cash used for working capital of $68.9 million and a decrease in non-cash adjustments of $56.5 million. The working capital decline represented cash used for working capital of $4.4 million in the current year from cash generated by working capital of $64.5 million during the year ended December 31 2021. The working capital decline was primarily attributable to lower cash from deferred revenues of $37.6 million, and $17.8 million lower cash inflows from insurance receivables. While the increase in deferred revenues during 2022 is a sign of Emerald's continued recovery from the COVID-19 pandemic, the increase in sales in the second half of 2021 generated a more significant increase in the prior year. In addition, lower cash inflows from accounts payable during 2022 was a result of an unusually low accounts payable and other current liabilities balance at the end of 2020, which was a result of low business activities due to COVID-19. Our return to staging live events in the second half of 2021 resulted in an unusually significant increase in accounts payable and other current liabilities during 2021. Our operations have continued to return to a more normal cadence during 2022, resulting in lower cash from accounts payable and other current liabilities in the current year. Non-cash adjustments declined $56.5 million to non-cash adjustments of $48.7 million in the current year from $105.2 million during the year December 31, 2021. The decline in non-cash adjustments was driven by remeasurement of contingent consideration and lower intangible asset impairment partly offset by an increase in depreciation and amortization driven by the amortization of intangible assets primarily related to the 2021 acquisitions. Net income (loss) and non-cash adjustments to net income generated $179.5 million in cash during the year ended December 31, 2022 compared to $25.5 million in cash generated during the prior year. The primary driver of this increase was an increase in net income (loss) of $210.5 million offset by a lower add-back for intangible asset impairment and higher non-cash adjustment related to the gain from remeasurement of contingent consideration.

Investing Activities

Investing activities 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, 2023 decreased $26.9 million to $21.0 million from $47.9 million in the year ended December 31, 2022. The decrease was primarily due to a decrease in aggregate cash used for business acquisitions during the year ended December 31, 2023 of $9.5 million compared to $37.6 million in the prior year. The Company completed one and two business acquisitions in the years ended December 31, 2023 and 2022, respectively.

Net cash used in investing activities for the year ended December 31, 2022 decreased $84.0 million to $47.9 million from $131.9 million in the year ended December 31, 2021. The decrease was primarily due to a decrease in aggregate cash used for business acquisitions during the year ended December 31, 2022 of $37.6 million compared to $125.3 million during the year ended December 31, 2021. The Company completed two business acquisitions in each of the years ended December 31, 2022 and 2021. See Note 4, Business Acquisitions, in the notes to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to the acquisitions. Capital expenditures totaled $11.5 million, $10.3 million and $6.6 million in the years ended December 31, 2023, 2022 and 2021, respectively.

Financing Activities

Financing activities primarily consist of borrowing and repayments on our debt to fund business acquisitions and our operations.

Net cash used in financing activities for the year ended December 31, 2023 was $54.2 million, comprised of payment of an aggregate of $17.2 million of cash dividends on our outstanding redeemable convertible preferred stock, $16.9 million in share repurchases associated with our share repurchase programs, payment of $12.5 million of original issuance discount and $2.0 million in debt issuance costs related to the Term Loan Amendment, $3.7 million in payments of contingent consideration related to business acquisitions and $2.1 million in repayments of principal on our Extended Term Loan Facility.

Net cash used in financing activities for the year ended December 31, 2022 was $119.3 million, comprised of $104.2 million in repayments of principal on our Amended and Restated Term Loan Facilities, $10.4 million in share repurchases associated with our share repurchase programs, $4.4 million in payments of contingent consideration related to business acquisitions and $0.4 million of fees paid associated with the Fourth Amendment to our Amended and Restated Credit Agreement. Net cash used in financing activities for the year ended December 31, 2021 was $22.2 million, comprised of $12.4 million in share repurchases associated with our publicly announced share repurchase programs, $5.7 million in repayments of principal on our Amended and Restated Term Loan Facilities and $4.2 million in payments of contingent consideration related to business acquisitions.

Free Cash Flow

Free Cash Flow of $28.8 million for the year ended December 31, 2023 decreased $136.0 million, from $164.8 million for the year ended December 31, 2022. Free Cash Flow of $164.8 million for the year ended December 31, 2022 increased $81.4 million, from $83.4 million for the year ended December 31, 2021.

Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Free Cash Flow, see Footnote 5 to the table under the heading “Results of Operations—Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”.

Off-Balance Sheet Commitments

We are not party to, and do not typically enter into any, off-balance sheet arrangements.

Long-Term Debt

Our wholly-owned subsidiary, Emerald X, Inc. (“Emerald X”) is a party to both a senior secured term loan facility and a senior secured revolving credit facility, in each case entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent, pursuant to the Amended and Restated Senior Secured Credit Facilities described below.

2023 Amendment to Term Loan Facility

On June 12, 2023 (the “Term Loan Amendment Effective Date”), Emerald X entered into a Sixth Amendment (the “Term Loan Amendment”) to its existing Amended and Restated Credit Agreement (such credit agreement, the “Amended and Restated Credit Agreement”). The Term Loan Amendment, which was entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent, extended the maturity of the term loans outstanding under the Amended and Restated Credit Agreement (such extended term loan facility, 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. The Term Loan Amendment also replaced the interest rate applicable to the term loans under the Amended and Restated Credit Agreement with a rate equal to, at the option of Emerald X, (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or (ii) an alternate base rate (“ABR”) plus 4.00% per annum. 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 Term Loan Amendment additionally 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 will have 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.

On December 28, 2022, Emerald X voluntarily prepaid $100.0 million of outstanding term loans. Prior to such prepayment, the Amended and Restated Credit Agreement required repayment of the term loans outstanding thereunder in equal quarterly installments of 0.25% of the original $565.0 million of borrowings, with the balance due at maturity.. As a result of the term loan prepayment described above, no further amortization payments were required until the Term Loan Amendment reset scheduled quarterly payments on the $415.3 million in principal amount of Term Loans outstanding as of the Term Loan Amendment Effective Date.

Subject to certain customary exceptions and limitations, Emerald X is also required to prepay amounts outstanding under the Extended Term Loan Facility under specified circumstances, including 50.0% of Excess Cash Flow (“ECF”), 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).

2023 Amendment to Revolving Credit Facility

On February 2, 2023, Emerald X entered into a Fifth Amendment (the “RCF Amendment”) to the 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. The increased revolving

commitments have the same terms as the existing revolving commitments. The RCF Amendment did not change any other material terms of the Amended and Restated Credit Agreement.

2022 Amendment to Revolving Credit Facility

On December 21, 2022, Emerald X entered into a Fourth Amendment to the Amended and Restated Credit Agreement (the “Fourth Amendment”), by and among Emerald X, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which extended the maturity of $100.4 million of then-existing revolving commitments under the Amended and Restated Credit Agreement (the revolving credit facility, as so extended, the “Extended Revolving Facility”) from November 23, 2023 to the earlier to occur of (i) May 23, 2026 and (ii) the day that is 91 days prior to the scheduled final maturity date of all outstanding term loans under the Amended and Restated Credit Agreement having an aggregate principal amount equal to or greater than the greater of (x) $75.0 million and (y) 100% of the Company’s Consolidated EBITDA (calculated on a pro forma basis).

The Fourth Amendment also replaced the LIBOR interest rate benchmark with a Term Secured Overnight Financing Rate (“Term SOFR”) interest rate benchmark for borrowings under the Extended Revolving Facility.

Accordingly, the Amended and Restated Credit Agreement allows the Borrower to choose from the following two interest rate options for revolver borrowings:

•

Alternate Base Rate (“ABR”) loans that bear interest at a rate equal to a spread, or applicable margin, above the greatest of (i) the administrative agent’s prime rate, (ii) the Federal Funds Rate plus 50 basis points, and (iii) the one month Term SOFR plus 1.00%, or

•

Term SOFR loans that bear interest at a rate equal to a spread, or applicable margin, over Term SOFR.

Under the Amended and Restated Credit Agreement, Emerald X is required to pay a quarterly commitment fee in respect of the unutilized revolving commitments in an amount equal to 0.50% per annum, calculated on the unused portion of the facility, which is reduced to 0.375% upon achievement of a Total First Lien Ratio of 3.50 to 1.00. Upon the issuance of letters of credit under the Extended Revolving Credit Facility, Emerald X is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to SOFR) for the Extended Revolving Credit Facility.

Guarantees; Collateral; Covenants; Events of Default

All obligations under the Amended and Restated Senior Secured Credit Facilities are 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, 2023, all of Emerald X’s domestic subsidiaries and Emerald X’s direct parent have provided guarantees.

Subject to certain limitations, the obligations under the Amended and Restated Senior Secured Credit Facilities are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor.

The Amended and Restated Senior Secured Credit Facilities contain a number of customary incurrence-based covenants imposing certain restrictions on our business, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on certain repayments of subordinated indebtedness; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business.

Certain of these incurrence-based covenants restrict, subject to various exceptions, our ability to take certain actions (such as incurring additional secured and unsecured indebtedness, making certain investments and paying certain dividends) unless we meet certain minimum Fixed Charge Coverage Ratio or maximum Total First Lien Net Leverage Ratio and/or Total Net Secured Leverage Ratio standards. These ratios are calculated on the basis of our Acquisition Adjusted EBITDA (which is defined as “Consolidated EBITDA” in the credit agreement governing the Amended and Restated Senior Secured Credit Facilities), calculated on a trailing four-quarter basis.

In addition, the Extended Revolving Credit Facility contains a financial maintenance covenant (the “Financial Covenant”) requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio, which is defined as the ratio of Consolidated Total Debt (as defined in the Amended and Restated Senior Secured Credit Agreement) secured on a first lien basis, net of unrestricted cash and cash equivalents (“Total First Lien Net Debt”) to Acquisition Adjusted EBITDA. This financial covenant is 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) exceeds 35% of the total commitments thereunder. We were not required to test the Financial Covenant at December 31, 2023 or 2022.

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 unstayed judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document.

As of December 31, 2023, we were in compliance with the terms of the Amended and Restated Senior Secured Credit Facilities.

Modifications to our Debt Agreements

We may, from time to time, repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt, lower our interest payments or otherwise improve our financial position. 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, 2023.

Payments Due By Period

Total Less Than1 Year 1-3 Years 3-5 Years More Than5 Years

(dollars in millions)

Short-term debt obligations(3) — — — — —

Interest on long-term debt obligations(5) 103.7 43.8 59.9 — —

(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 borrowings under the Extended Term Loan Facility.

(3)

Represents principal obligations with respect to borrowings under the Extended Revolving Credit Facility.

(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.

(5)

Represents interest expense on borrowings under the Extended Term Loan Facility using the interest rates in effect at December 31, 2023. 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%, 87% and 73% of revenues for the years ended December 31, 2023, 2022 and 2021, respectively.

Content

Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues. 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%, 8% and 19% of revenues for the years ended December 31, 2023, 2022 and 2021, respectively.

Commerce

Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services. 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 8% of revenues for the years ended December 31, 2023, 2022 and 2021, 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 2023 and 2022.

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.

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, 2023, the fair values of the reporting units which were not impaired exceeded their carrying values by amounts ranging from 4.2% to 241.5%. Reporting units in which the fair value exceeded carrying value by less than 10% included $25.6 million of goodwill. Of the $553.9 million of goodwill, the carrying value equals the fair value for no reporting units as of October 31, 2023. The fair values of the respective

reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense long-term growth assumptions ranging from 1.0% growth to 3.0% growth, at a discount rate ranging from 13.0% to 15.5%.

The discount rate and long-term growth rate used to determine the fair value of the reporting unit, which exceeded carrying value by less than 10%, were 13.7% and 3.0%, respectively. Changes in these assumptions would have a significant impact on the valuation model. Holding all other assumptions constant, a hypothetical 100 basis point increase in the discount rate assumption would decrease the fair value of the reporting unit by approximately 10.8%, which would result in a hypothetical impairment charge. Holding all other assumptions constant, a hypothetical 100 basis point decrease in the long-term growth rate assumption would decrease the fair value of the reporting unit by approximately 5.4%, which would not result in a hypothetical impairment charge.

Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a decline occurs in the market price of our publicly traded stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $553.9 million as of December 31, 2023.

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.

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.

EstimatedUseful Life WeightedAverage

Customer relationship intangibles 2-10 years 9 years

Definite-lived trade names 2-30 years 21 years

Acquired technology 1.5-7 years 6 years

Acquired content 5.5-7 years 6 years

Computer software 1-7 years 4 years

With respect to business acquisitions, the fair values of acquired definite-lived intangibles are estimated using the income approach. 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.

Stock-Based Compensation

Weuse 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. The simplified method is used to estimate the term as we do not have sufficient exercise history to calculate the expected term of stock options.

•

Volatility — The expected volatility is based on considering our limited publicly traded stock price and historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards.

•

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, were based on our internal analysis, which primarily considers the award recipients’ position within the Company.

•

Dividend Yield — Prior to the IPO, we had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, we used an expected dividend yield of zero with respect to pre-IPO options. In connection with our IPO, we adopted a policy of paying quarterly cash dividends on our common stock. Our post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends we had been paying since the IPO, until the dividend was suspended in the first quarter of 2020.

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. 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.

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 Amended and Restated Senior Secured Credit Facilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt—Amended and Restated Senior Secured Credit Facilities” for further description of our Amended and Restated Senior Secured Credit Facilities. As of December 31, 2023, we had $413.3 million of variable rate term loan borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities and no variable rate borrowings outstanding under our Amended and Restated Revolving Credit Facility with respect to which we are exposed to interest rate risk. Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a $1.0 million increase in annual interest expense based on the amount of borrowings outstanding as of December 31, 2023.

Inflation rates may impact the financial statements and operating results in several areas. Inflation influences interest rates, which in turn impact the fair value of our investments and yields on new investments. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate. We do not believe that inflation has had a material effect on our results of operations for the periods presented. However, recent economic trends have resulted in inflationary conditions, including pressure on wages, and sustained inflationary conditions in future periods could affect our business.

EEX US Equity

EEX · 10-K · period ended 2023-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

EEX US Equity☆

EEX · 10-K · period ended 2023-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

EEX US Equity