Core Insights - MJBizCon and Budist are launching the MJBowl, a bi-coastal competition to highlight the Most Valuable Products (MVP) from California and New York across five categories, with winners announced on December 4 [1][5] - The competition runs from August 14 to October 3, 2025, and is open to licensed cannabis companies in the respective states [2] - Judging will be conducted by Budist's panel of critics using a standardized scoring rubric to ensure credibility, with winning brands featured in consumer judging kits [3][4] Industry Context - The MJBowl aims to bridge the gap between East and West cannabis markets, promoting product excellence and national recognition for the cannabis industry [5] - Budist is positioned as a professional review platform, enhancing transparency and community engagement in cannabis product evaluations [8] - MJBiz is recognized as a leading B2B resource for the cannabis industry, producing the largest cannabis trade show, MJBizCon, which has been consistently ranked among the top trade shows in the U.S. [7]

Core Insights - The article does not provide specific company or industry insights, focusing instead on disclosures and disclaimers related to investment positions and advice [1][2] Group 1 - There are no stock, option, or similar derivative positions held by the analyst in any mentioned companies, nor plans to initiate such positions in the next 72 hours [1] - The article expresses personal opinions of the author and does not reflect the views of Seeking Alpha as a whole [2] - Seeking Alpha's analysts include both professional and individual investors who may not be licensed or certified by any regulatory body [2]

Emerald (EEX) Q2 2025 Earnings Call August 04, 2025 08:30 AM ET Company ParticipantsErica Bartsch - EVP - Strategy & CommunicationsHervé Sedky - CEO, President & DirectorDavid Doft - CFOConference Call ParticipantsBarton Crockett - MD & Senior Research AnalystAllen Klee - MD & Senior Research AnalystOperatorThank you for standing by. My name is Carly, and I will be your conference operator today. At this time, I would like to welcome everyone to the Emerald Holdings Second Quarter twenty twenty five Earning ...

Financial Data and Key Metrics Changes - Total revenue for Q2 2025 was $105.5 million, up from $86 million in the prior year quarter, reflecting strong year-over-year growth [17] - Adjusted EBITDA increased by 59.5% to $24.4 million compared to $15.3 million in the prior year, resulting in an adjusted EBITDA margin of approximately 23.1% [18][19] - Reported organic revenue growth was 0.4% year-over-year, but on a pro forma basis, organic growth would have been approximately 5% [17][18] Business Line Data and Key Metrics Changes - The connections business drove growth, while event mix and softness in content impacted overall performance [17] - The company experienced three events in Q2 2025 that were held in different quarters in 2024, affecting organic revenue reporting [17] Market Data and Key Metrics Changes - International exhibitors accounted for approximately 10% of total revenue, with 99% of the full year international revenue target already secured [11] - Encouraging activity was noted in markets like Italy, Germany, and Brazil, helping to offset softness in China and Canada [12] Company Strategy and Development Direction - The company is focused on customer centricity, year-round engagement, and portfolio optimization, with targeted acquisitions in high-growth verticals [14] - Recent acquisitions, including This Is Beyond and InsurTech Insights, are contributing to growth and aligning with strategic priorities [15] Management's Comments on Operating Environment and Future Outlook - Management remains confident in the resilience of live events, emphasizing their importance in driving measurable impact and trust [13] - The company is navigating macroeconomic pressures with operational discipline and strategic focus, expecting a return to normal patterns post-construction at the Las Vegas Convention Center [30][24] Other Important Information - The company repurchased approximately 1.6 million shares for $6.9 million, demonstrating management's conviction in long-term value [22] - A quarterly dividend of $0.15 per share was declared, reflecting a commitment to shareholder returns [23] Q&A Session Summary Question: Will the third quarter see organic growth below the second quarter? - Management confirmed that the third quarter is expected to show negative organic growth due to event mix and construction impacts [28] Question: Will the Las Vegas construction be a factor next year? - Management confirmed that the construction is expected to be completed by the end of this year, returning to a normal pattern in 2026 [30] Question: What is the expected contribution from recent acquisitions for the rest of the year? - Both This Is Beyond and InsurTech Insights have events scheduled in the second half of the year, contributing to revenue [31] Question: How significant is the macroeconomic headwind currently? - Management characterized the macroeconomic impact as small overall, with some positive activity in certain countries offsetting weaknesses in others [33][34] Question: What is the status of free cash flow adjustments related to acquisitions? - Adjusted free cash flow would have been $17 million higher if accounting for acquisition-related timing effects [20][49] Question: How is the company leveraging AI for internal initiatives? - The company is using AI to enhance productivity and streamline workflows across various departments, with early pilots yielding measurable efficiency gains [52]

Financial Performance - Revenue increased by 22.7% year-over-year in Q2 2025[10] - Adjusted EBITDA grew by 59.5% year-over-year in Q2 2025[10] - Organic Revenue increased by 0.4% year-over-year[10] - The company repurchased approximately 1.6 million shares of its common stock for $6.9 million at an average price of $4.24 per share in Q2 2025[10, 37] - Emerald reaffirms full year 2025 revenue guidance in the range of $450 million to $460 million and Adjusted EBITDA in the range of $120 million to $125 million[10, 11] Business Segments - Connections segment accounted for approximately 90% of FY 2024 revenue[14, 15] - Content segment accounted for approximately 5% of FY 2024 revenue[14, 19] - Commerce segment accounted for approximately 5% of FY 2024 revenue[14, 19] Market and Growth - B2B US Marketing spend for events and sponsorships is expected to grow by a CAGR of +7% through 2030[25, 28] - The company estimates a total global addressable market of $20 billion[11] Capital Allocation - The company targets a long-term net leverage ratio between 20x and 30x[48] - The company declared a dividend of $0015 per share for the quarter ending September 30 2025[10, 48]

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements identifiable by specific terms, with actual results potentially differing due to various known and unknown risks and uncertainties - The report contains forward-looking statements identifiable by terms such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "seek," or "should"[8](index=8&type=chunk) - Actual results may differ materially due to known and unknown risks and uncertainties, many beyond the company's control[9](index=9&type=chunk) - Key risk factors include event cancellations (e.g., natural disasters, communicable diseases), potential impairment of intangible assets, general economic conditions (inflation, interest rates), ability to secure desirable dates/locations, failure to attract exhibitors/attendees, competition, reliance on **top five trade shows for revenue**, shifts to online marketing, retention of senior management, acquisition strategy risks, and IT system disruptions[9](index=9&type=chunk)[12](index=12&type=chunk) [Part I. Financial Information](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Emerald Holding, Inc. and its wholly-owned subsidiaries, prepared in conformity with GAAP for interim financial information [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity at specific reporting dates, highlighting key financial positions | Metric | June 30, 2025 (millions) | December 31, 2024 (millions) | Change (millions) | Change (%) | | :--------------------------- | :----------------------- | :--------------------------- | :---------------- | :--------- | | Cash and cash equivalents | $156.4 | $194.8 | $(38.4) | -19.7% | | Total current assets | $279.0 | $306.9 | $(27.9) | -9.1% | | Intangible assets, net | $184.5 | $155.9 | $28.6 | 18.3% | | Goodwill, net | $726.7 | $573.8 | $152.9 | 26.7% | | Total assets | $1,202.1 | $1,048.7 | $153.4 | 14.6% | | Total current liabilities | $264.7 | $241.3 | $23.4 | 9.7% | | Deferred revenues | $199.9 | $190.5 | $9.4 | 4.9% | | Term loan, net (noncurrent) | $501.6 | $398.5 | $103.1 | 25.9% | | Total liabilities | $812.7 | $662.8 | $149.9 | 22.6% | | Total stockholders' equity | $389.4 | $385.9 | $3.5 | 0.9% | [Condensed Consolidated Statements of (Loss) Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20%28Loss%29%20Income) This section details the company's revenues, expenses, and net income or loss over specific reporting periods, reflecting operational profitability | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :------------------ | :--------------------------- | :--------------------------- | :------------- | :------------- | | Revenues | $105.5 | $86.0 | $19.5 | 22.7% | | Operating income | $10.2 | $6.4 | $3.8 | 59.4% | | Net (loss) income | $(1.4) | $(2.8) | $1.4 | NM | | Basic EPS | $(0.01) | $(0.03) | $0.02 | NM | | Diluted EPS | $(0.01) | $(0.03) | $0.02 | NM | | Metric (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :------------------ | :--------------------------- | :--------------------------- | :------------- | :------------- | | Revenues | $253.2 | $219.4 | $33.8 | 15.4% | | Operating income | $46.0 | $30.7 | $15.3 | 49.8% | | Net (loss) income | $13.9 | $8.2 | $5.7 | 69.5% | | Basic EPS | $0.07 | $(0.04) | $0.11 | NM | | Diluted EPS | $0.07 | $(0.04) | $0.11 | NM | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section presents the company's comprehensive income or loss, including net income and other comprehensive income items not recognized in net income | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (loss) income attributable to Emerald Holding, Inc. | $(1.4) | $(2.8) | $13.9 | $8.2 | | Foreign currency translation adjustments | $5.5 | — | $5.5 | — | | Comprehensive income (loss) attributable to common stockholders | $4.1 | $(4.8) | $19.4 | $(4.5) | [Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Redeemable%20Convertible%20Preferred%20Stock%20and%20Stockholders%27%20Equity%20%28Deficit%29) This section outlines changes in the company's equity, including preferred stock conversions, stock-based compensation, dividends, and repurchases - Total stockholders' equity increased from **$385.9 million** at December 31, 2024, to **$389.4 million** at June 30, 2025[24](index=24&type=chunk) - Key changes in equity for the six months ended June 30, 2025, include **$5.6 million** in stock-based compensation, **$6.0 million** in common stock dividends, **$15.7 million** in common stock repurchases, and **$13.9 million** in net income[24](index=24&type=chunk) - For the six months ended June 30, 2024, **71,403 thousand shares** of redeemable convertible preferred stock were converted into **140,782 thousand shares** of common stock, eliminating preferred stock from the balance sheet[27](index=27&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the company's cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :---------------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Net cash provided by operating activities | $28.5 | $17.1 | $11.4 | 66.7% | | Net cash used in investing activities | $(148.1) | $(16.9) | $(131.2) | 776.3% | | Net cash provided by (used in) financing activities | $80.6 | $(11.2) | $91.8 | NM | | Net decrease in cash and cash equivalents | $(38.4) | $(11.0) | $(27.4) | 249.1% | - Non-cash investing and financing activities for the six months ended June 30, 2024, included the conversion of **$501.2 million** of redeemable convertible preferred stock to common stock[32](index=32&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, clarifying accounting policies and specific transactions [1. Basis of Presentation](index=12&type=section&id=1.%20Basis%20of%20Presentation) This note describes the accounting principles and consolidation policies used in preparing the unaudited condensed financial statements - The unaudited condensed consolidated financial statements include Emerald Holding, Inc. and its wholly-owned subsidiaries, prepared in conformity with GAAP for interim financial information[35](index=35&type=chunk) - Foreign currency translation adjustments for international acquisitions are recorded in accumulated other comprehensive income (loss)[38](index=38&type=chunk) [2. Recent Accounting Pronouncements](index=12&type=section&id=2.%20Recent%20Accounting%20Pronouncements) This note outlines recently issued accounting standards and their potential impact on the company's financial reporting - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for fiscal years beginning after **December 15, 2026**, requiring disaggregated expense information[39](index=39&type=chunk) - ASU 2023-09 (Improvements to Income Tax Disclosures) is effective for fiscal years beginning after **December 15, 2024**, requiring disaggregated effective tax rate reconciliation and income taxes paid information[40](index=40&type=chunk) [3. Revenues](index=13&type=section&id=3.%20Revenues) This note details the company's revenue recognition policies and disaggregates revenue by type and period - Revenue is recognized as performance obligations are satisfied, typically upon staging of trade shows/conferences, over subscription periods for software, or when digital products/publications are provided[42](index=42&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - Trade show and other events generated approximately **90.4%** and **87.2%** of total revenues for the three months ended June 30, 2025 and 2024, respectively[43](index=43&type=chunk) | Revenue Type (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Connections | $95.4 | $75.0 | $233.7 | $198.4 | | Content | $4.9 | $5.9 | $9.1 | $10.6 | | Commerce | $5.2 | $5.1 | $10.4 | $10.4 | | Total revenues | $105.5 | $86.0 | $253.2 | $219.4 | - Current deferred revenues were **$199.9 million** as of June 30, 2025, up from **$190.5 million** at December 31, 2024[46](index=46&type=chunk) [4. Business Acquisitions](index=16&type=section&id=4.%20Business%20Acquisitions) This note provides information on recent business acquisitions, including purchase prices, financial impact, and pro-forma data - Acquired This is Beyond Limited on **May 2, 2025**, for an estimated **$165.5 million**, including an initial cash payment of **$122.1 million** and **$9.5 million** in contingent consideration. This acquisition generated **$17.1 million** in revenue and **$6.3 million** in net income for the three months ended June 30, 2025[57](index=57&type=chunk)[59](index=59&type=chunk) - Acquired Insurtech Insights Limited on **March 13, 2025**, for an estimated **$27.9 million**, including an initial cash payment of **$19.4 million** and **$4.8 million** in contingent consideration. This acquisition generated **$6.4 million** in revenue and **$2.2 million** in net income for the three months ended June 30, 2025[64](index=64&type=chunk)[66](index=66&type=chunk) | Pro-forma Data (millions) | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | | Total pro-forma revenues | $104.4 | $242.2 | | Total pro-forma net (loss) income | $(0.1) | $8.2 | [5. Property and Equipment](index=20&type=section&id=5.%20Property%20and%20Equipment) This note presents the net book value of property and equipment and related depreciation expenses | Metric (millions) | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Property and equipment, net | $1.7 | $1.8 | - Depreciation expense for property and equipment was **$0.4 million** for the six months ended June 30, 2025, down from **$0.5 million** in the comparable period of 2024[73](index=73&type=chunk) [6. Intangible Assets and Goodwill](index=20&type=section&id=6.%20Intangible%20Assets%20and%20Goodwill) This note details the carrying values of intangible assets and goodwill, including changes from acquisitions and amortization expenses | Metric (millions) | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Net intangible assets | $184.5 | $155.9 | - Amortization expense for intangible assets was **$13.6 million** for both the six months ended June 30, 2025 and 2024[74](index=74&type=chunk) | Goodwill (millions) | December 31, 2024 | Acquired Goodwill | Foreign Currency Translation | June 30, 2025 | | :------------------ | :---------------- | :---------------- | :--------------------------- | :------------ | | Connections Segment | $538.2 | $148.0 | $4.9 | $691.1 | | All Other | $35.6 | — | — | $35.6 | | Total | $573.8 | $148.0 | $4.9 | $726.7 | - No impairment charges were recorded for indefinite-lived intangible assets, long-lived assets, or goodwill during the three and six months ended June 30, 2025 and 2024[75](index=75&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk) [7. Debt](index=21&type=section&id=7.%20Debt) This note describes the company's debt facilities, outstanding balances, interest rates, and related interest expenses - On **January 30, 2025**, Emerald X, Inc. entered into Second Amended and Restated Senior Secured Credit Facilities, including a **$515.0 million** term loan facility (maturing **January 30, 2032**) and a **$110.0 million** revolving credit facility (maturing **January 30, 2030**)[80](index=80&type=chunk) - As of June 30, 2025, the outstanding principal of the term loan was approximately **$515.0 million**, with an interest rate of SOFR plus **3.75%** (**8.08% effective rate**)[81](index=81&type=chunk) - The new term loan proceeds were used to repay the previous extended term loan facility and cover third-party fees[82](index=82&type=chunk) | Interest Expense (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Second Amended and Restated Term Loan Facility | $10.5 | — | $20.7 | — | | Previous Extended Term Loan Facility | — | $10.8 | — | $21.7 | | Third party fees | — | — | $6.4 | — | | Total interest expense | $10.9 | $12.0 | $28.3 | $24.1 | [8. Fair Value Measurements and Financial Risk](index=24&type=section&id=8.%20Fair%20Value%20Measurements%20and%20Financial%20Risk) This note provides fair value measurements for financial instruments and discusses exposures to financial risks | Fair Value Item (millions) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $156.4 | $194.8 | | Market-based share awards liability | $0.5 | $0.5 | | Contingent consideration | $29.1 | $10.7 | - Contingent consideration liabilities increased significantly from **$10.7 million** at December 31, 2024, to **$29.1 million** at June 30, 2025, primarily due to business acquisitions (**$14.8 million**) and fair value remeasurement adjustments (**$3.6 million**)[98](index=98&type=chunk)[100](index=100&type=chunk) - The market-based share awards liability of **$0.5 million** is for performance-based awards tied to specific share price targets[97](index=97&type=chunk) [9. Stockholders' Equity (Deficit) and Redeemable Convertible Preferred Stock](index=26&type=section&id=9.%20Stockholders%27%20Equity%20%28Deficit%29%20and%20Redeemable%20Convertible%20Preferred%20Stock) This note details changes in stockholders' equity, including preferred stock conversions, dividends, and share repurchase programs - On **May 2, 2024**, all **71,402,607 shares** of redeemable convertible preferred stock were mandatorily converted into **140,781,525 shares** of common stock[103](index=103&type=chunk) | Common Stock Dividends (millions) | Q1 2025 | Q2 2025 | | :-------------------------------- | :------ | :------ | | Dividend per share | $0.0150 | $0.0150 | | Cash dividend paid | $3.0 | $3.0 | - The Board approved an expansion of the share repurchase program on **April 30, 2025**, allowing for **$25.0 million** in repurchases through **December 31, 2025**[110](index=110&type=chunk) - During the six months ended June 30, 2025, the company repurchased **3,660,124 shares** for **$15.7 million**, with **$20.8 million** remaining available under the program[111](index=111&type=chunk) [10. Stock-Based Compensation](index=28&type=section&id=10.%20Stock-Based%20Compensation) This note outlines the types of stock-based awards, related compensation expenses, and unrecognized compensation costs | Stock-Based Compensation (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock options | $0.8 | $1.3 | $2.5 | $3.3 | | Restricted Stock Units (RSUs) | $2.2 | Not material | $3.1 | $0.6 | | Market-based share awards | $0.0 | $0.0 | $0.0 | $0.0 | - Unrecognized stock-based compensation expense for unvested stock options was **$7.2 million** at June 30, 2025, to be recognized over **1.72 years**[116](index=116&type=chunk) - Unrecognized stock-based compensation expense for unvested RSUs was **$9.5 million** at June 30, 2025, to be recognized over **2.4 years**[117](index=117&type=chunk) [11. Earnings Per Share](index=29&type=section&id=11.%20Earnings%20Per%20Share) This note presents basic and diluted earnings per share calculations and the weighted average shares outstanding | EPS (dollars) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic EPS | $(0.01) | $(0.03) | $0.07 | $(0.04) | | Diluted EPS | $(0.01) | $(0.03) | $0.07 | $(0.04) | - Weighted average common shares outstanding for diluted EPS increased significantly from **109,477 thousand** in the six months ended June 30, 2024, to **200,089 thousand** in the comparable 2025 period, partly due to preferred stock conversion[123](index=123&type=chunk) [12. Income Taxes](index=31&type=section&id=12.%20Income%20Taxes) This note details the provision for income taxes, effective tax rates, and liabilities for unrecognized tax benefits | Income Tax Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Provision for (benefit from) income taxes | $2.0 | $(0.7) | $7.4 | $2.8 | | Effective tax rate | 333.3% | 20.0% | 34.7% | 25.5% | - The increase in income tax expense for both periods is attributable to higher pre-tax income[125](index=125&type=chunk) - Liabilities for unrecognized tax benefits were **$1.8 million** as of June 30, 2025, up from **$1.5 million** at December 31, 2024[126](index=126&type=chunk) [13. Commitments and Contingencies](index=31&type=section&id=13.%20Commitments%20and%20Contingencies) This note discloses the company's operating lease obligations, contractual commitments, and ongoing legal or regulatory matters - The company has operating leases for office space and equipment, and contractual obligations for trade show venues[127](index=127&type=chunk) - Management believes current legal proceedings and regulatory matters are not expected to have a material adverse impact on the financial statements[128](index=128&type=chunk)[129](index=129&type=chunk) [14. Accounts payable and other current liabilities](index=32&type=section&id=14.%20Accounts%20payable%20and%20other%20current%20liabilities) This note provides a breakdown of various current liabilities, including accrued event costs and trade payables | Liability (millions) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :---------------- | | Accrued event costs | $18.3 | $7.4 | | Trade payables | $13.8 | $17.3 | | Other current liabilities | $9.6 | $11.3 | | Accrued personnel costs | $7.9 | $4.7 | | Total | $49.6 | $40.7 | [15. Segment Information](index=32&type=section&id=15.%20Segment%20Information) This note presents financial data for the company's reportable segments, including revenues and Adjusted EBITDA by segment and geography - The company has one reportable segment, 'Connections' (trade shows and live events), and an 'All Other' category for diverse media services and e-commerce software solutions[132](index=132&type=chunk) - Operating segment performance is evaluated by the CODM based on Adjusted EBITDA, excluding general corporate expenses, stock-based compensation, impairments, and other non-core items[132](index=132&type=chunk) | Segment Revenues (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Connections Segment | $95.4 | $75.0 | $233.7 | $198.4 | | All Other Category | $10.1 | $11.0 | $19.5 | $21.0 | | Total revenues | $105.5 | $86.0 | $253.2 | $219.4 | | Segment Adjusted EBITDA (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Connections Segment | $35.2 | $26.4 | $101.3 | $82.6 | | All Other Category | $1.8 | $1.8 | $2.5 | $2.1 | | Revenues by Geography (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | United States | $96.3 | $81.6 | $237.2 | $213.4 | | All other countries | $9.2 | $4.4 | $16.0 | $6.0 | [16. Related Party Transactions](index=34&type=section&id=16.%20Related%20Party%20Transactions) This note discloses transactions with related parties, including ownership by affiliated investment funds and payments for services - Investment funds affiliated with Onex Corporation owned approximately **93.2%** of the Company's common stock as of June 30, 2025[137](index=137&type=chunk) - The company made **$0.1 million** in payments to Convex Group Ltd. (an Onex affiliate) for insurance coverage during the three and six months ended June 30, 2025[137](index=137&type=chunk) [17. Subsequent Events](index=34&type=section&id=17.%20Subsequent%20Events) This note reports significant events occurring after the balance sheet date, such as new legislation and dividend declarations - The One Big Beautiful Bill Act (OBBBA) was enacted on **July 4, 2025**, with potential impacts on the company's financial statements currently being assessed[138](index=138&type=chunk) - On **July 29, 2025**, the board declared a dividend of **$0.015 per share** for the quarter ending September 30, 2025[139](index=139&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Emerald Holding, Inc.'s financial performance, condition, and cash flows for the periods presented [Recent Events](index=35&type=section&id=Recent%20Events) This section highlights significant recent developments, including board-declared dividends - On **July 29, 2025**, the board of directors declared a dividend of **$0.015 per share** for the quarter ending September 30, 2025[141](index=141&type=chunk) [Overview](index=35&type=section&id=Overview) This section provides a general description of Emerald's business as a leading operator of B2B trade shows and integrated event services - Emerald is a leading operator of business-to-business trade shows, primarily in the U.S., with expanding international operations[142](index=142&type=chunk) - The company integrates live events with media content, industry insights, digital tools, data-focused solutions, and e-commerce platforms (Elastic Suite and Bulletin) to create comprehensive customer experiences[142](index=142&type=chunk)[144](index=144&type=chunk) - Trade show franchises typically hold market-leading positions, attracting high-quality exhibitors and attendees[143](index=143&type=chunk) [Reportable Segments](index=35&type=section&id=Reportable%20Segments) This section describes the company's operating segments, including Connections, Content, Commerce, and Corporate-Level Activity - The business is organized into three operating segments: Connections (reportable segment), Content, and Commerce (both in 'All Other' category)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - Connections segment includes all trade shows and live events[146](index=146&type=chunk) - Corporate-Level Activity includes finance, legal, IT, and administrative functions[147](index=147&type=chunk) [Organic Growth Drivers](index=37&type=section&id=Organic%20Growth%20Drivers) This section outlines strategies to enhance exhibitor and attendee participation and strengthen value propositions for sustained growth - Focus on increasing exhibitor and attendee participation by providing year-round services and demonstrating tangible return-on-investment[148](index=148&type=chunk) - Strategies include creating new market influence opportunities, strengthening value propositions, and modestly increasing booth space pricing[148](index=148&type=chunk) [Acquisitions](index=37&type=section&id=Acquisitions) This section discusses the company's acquisition strategy, focusing on market-leading events and the tax benefits of asset deals - The company aims to grow its national footprint by acquiring high-quality, market-leading events[149](index=149&type=chunk) - Historically, acquisitions have been structured as asset deals, generating long-lived tax assets that reduce purchase multiples[149](index=149&type=chunk) [Trends and Other Factors Affecting Our Business](index=37&type=section&id=Trends%20and%20Other%20Factors%20Affecting%20Our%20Business) This section addresses industry fragmentation, economic correlations, and the seasonal nature of the company's business operations - The trade show industry is highly fragmented, offering acquisition opportunities[150](index=150&type=chunk) - Business performance is correlated with the economic performance of industry sectors and the overall economy, including inflationary pressures and interest rates[150](index=150&type=chunk) - There is a lag time between changes in economic conditions and their effect on results, potentially causing counter-cyclical impacts[150](index=150&type=chunk) - The business is seasonal, with highest revenues typically in the **first and fourth quarters**, though this can vary due to event timing or external circumstances[151](index=151&type=chunk) [How We Assess the Performance of Our Business](index=38&type=section&id=How%20We%20Assess%20the%20Performance%20of%20Our%20Business) This section explains the key financial and non-GAAP measures used by management to evaluate the company's operational and financial performance [Revenues](index=38&type=section&id=Revenues_MD%26A) This section describes the primary sources of revenue, including trade show exhibit space, conferences, and digital media - Primary revenue sources include trade show exhibit space, conferences, sponsorships, ancillary fees, attendee registration, digital media, and print publications[153](index=153&type=chunk) - Exhibitors contract for space up to a **year in advance**, with fees typically invoiced and collected prior to the event[153](index=153&type=chunk) [Organic Revenue](index=38&type=section&id=Organic%20Revenue_MD%26A) This section defines organic revenue as a non-GAAP measure, adjusted for acquisitions and other non-recurring items, to assess core growth - Organic revenue growth/decline is a non-GAAP measure, adjusted for the revenue impact of acquisitions, dispositions, discontinued events, and material show scheduling adjustments[154](index=154&type=chunk)[155](index=155&type=chunk) - It helps investors and analysts compare operating performance consistently by excluding items not indicative of ongoing trends[154](index=154&type=chunk) [Other Income](index=39&type=section&id=Other%20Income_MD%26A) This section details other income sources, primarily from event cancellation insurance claims and litigation settlements - Other income primarily consists of event cancellation insurance claim and insurance litigation settlement proceeds[157](index=157&type=chunk) - Renewed event cancellation insurance policies starting in **2022** do not cover losses due to communicable disease outbreaks[157](index=157&type=chunk) [Cost of Revenues](index=39&type=section&id=Cost%20of%20Revenues_MD%26A) This section outlines the major components of cost of revenues, including decorating, sponsorship, venue, and other event-related expenses - Key components include decorating expenses (general service contractors), sponsorship costs (industry trade associations), venue costs (convention centers/hotels), costs of other marketing services (digital/print publications), and other event-related expenses (security, shuttle buses, speaker fees, food/beverage, insurance)[163](index=163&type=chunk) [Selling, General and Administrative Expenses](index=39&type=section&id=Selling%20General%20and%20Administrative%20Expenses_MD%26A) This section describes the primary components of SG&A expenses, such as compensation, marketing, IT, and consulting fees - These expenses primarily consist of compensation and employee-related costs, sales commissions, stock-based compensation, marketing, IT, travel, facilities, consulting fees, and public reporting costs[163](index=163&type=chunk) [Depreciation and Amortization](index=39&type=section&id=Depreciation%20and%20Amortization_MD%26A) This section explains the amortization of significant intangible assets acquired through acquisitions and their tax implications - Significant intangible assets acquired through acquisitions are amortized over **3 to 30 years** for GAAP and **15 years** for tax purposes, reducing taxable income[161](index=161&type=chunk) [Income Taxes](index=39&type=section&id=Income%20Taxes_MD%26A) This section covers the components of income tax expense and the deferred tax implications of book-to-tax differences - Income tax expense includes U.S. federal, state, local, and foreign taxes[162](index=162&type=chunk) - Deferred tax charges or benefits are associated with book-to-tax differences related to amortization of goodwill, intangible assets, depreciation, stock-based compensation, and interest expense limitation[164](index=164&type=chunk) [Adjusted EBITDA](index=41&type=section&id=Adjusted%20EBITDA_MD%26A) This section defines Adjusted EBITDA as a non-GAAP measure used by management to assess core financial performance by excluding non-core items - Adjusted EBITDA is a non-GAAP measure defined as net (loss) income before interest expense, income taxes, depreciation and amortization, stock-based compensation, goodwill/intangible asset impairment, and other non-core items[165](index=165&type=chunk) - It is used by management and the board to assess financial performance and highlight trends by excluding items outside management's control or not indicative of core operations[166](index=166&type=chunk) [Cash Flow Model](index=41&type=section&id=Cash%20Flow%20Model_MD%26A) This section highlights the company's favorable cash flow characteristics, including high profit margins and negative working capital - The company benefits from favorable cash flow characteristics due to high profit margins, low capital expenditures, and consistent negative working capital (excluding cash)[168](index=168&type=chunk) - Cash is typically received in advance of expenses for trade shows, creating a working capital benefit[169](index=169&type=chunk) [Free Cash Flow](index=41&type=section&id=Free%20Cash%20Flow_MD%26A) This section defines Free Cash Flow as a non-GAAP liquidity indicator, representing cash available for strategic investments and shareholder returns - Free Cash Flow is a non-GAAP liquidity indicator, representing cash generated from core operations after capital expenditures, available for debt repayment, dividends, share repurchases, and strategic investments[170](index=170&type=chunk)[171](index=171&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) This section provides a detailed comparative analysis of the company's financial performance for the three and six months ended June 30, 2025 and 2024 [Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024](index=43&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%2C%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202024) This section analyzes the company's financial performance for the second quarter of 2025 compared to the same period in the prior year [Overall Financial Performance](index=43&type=section&id=Overall%20Financial%20Performance%20%283%20Months%29) This section summarizes key financial metrics and their variances for the three-month period, including revenues, operating income, and Adjusted EBITDA | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Revenues | $105.5 | $86.0 | $19.5 | 22.7% | | Cost of revenues | $40.6 | $33.1 | $7.5 | 22.7% | | Selling, general and administrative expenses | $47.1 | $39.5 | $7.6 | 19.2% | | Operating income | $10.2 | $6.4 | $3.8 | 59.4% | | Income (loss) before income taxes | $0.6 | $(3.5) | $4.1 | NM | | Net loss | $(1.4) | $(2.8) | $1.4 | NM | | Adjusted EBITDA | $24.4 | $15.3 | $9.1 | 59.5% | | Organic revenue | $80.2 | $79.9 | $0.3 | 0.4% | - The increase in Adjusted EBITDA was primarily due to higher operating income and increased add-backs for non-recurring expenses, stock-based compensation, and depreciation/amortization, partially offset by lower net interest expense add-back[185](index=185&type=chunk) [Connections Segment](index=46&type=section&id=Connections%20Segment%20%283%20Months%29) This section analyzes the revenue and cost performance of the Connections segment, highlighting impacts from acquisitions and organic growth | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Revenues | $95.4 | $75.0 | $20.4 | 27.2% | | Cost of revenues | $38.1 | $30.5 | $7.6 | 24.9% | | Selling, general and administrative expense | $22.1 | $18.5 | $3.6 | 19.5% | | Operating income | $30.7 | $21.8 | $8.9 | 40.8% | - Revenue increase was driven by **$23.6 million** from acquisitions and **$1.2 million (1.7%) organic growth**, offset by **$2.8 million** from discontinued events and **$1.6 million** from scheduling adjustments[187](index=187&type=chunk) - Cost of revenues increased due to **$7.9 million** from acquisitions and **$1.5 million** from recurring events, partially offset by savings from discontinued events and non-recurring costs[188](index=188&type=chunk) [All Other Category](index=47&type=section&id=All%20Other%20Category%20%283%20Months%29) This section reviews the financial performance of the All Other category, including revenue changes in content and commerce businesses | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Revenues | $10.1 | $11.0 | $(0.9) | -8.2% | | Cost of revenues | $2.5 | $2.6 | $(0.1) | -3.8% | | Selling, general and administrative expense | $5.8 | $6.7 | $(0.9) | -13.4% | | Operating loss | $(0.6) | $(0.3) | $(0.3) | 100.0% | - Revenue decrease was primarily due to a **$1.0 million (16.9%) decline** in content revenues (lower print/digital advertising), partially offset by a **$0.1 million (2.0%) increase** in commerce revenues (Elastic Suite growth)[193](index=193&type=chunk) - Selling, general and administrative expense decreased due to lower salary expenses in both content and commerce businesses[195](index=195&type=chunk) [Corporate Category](index=47&type=section&id=Corporate%20Category%20%283%20Months%29) This section details changes in corporate selling, general and administrative expenses, including contingent consideration and stock-based compensation | Metric (millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Selling, general and administrative expense | $19.2 | $14.3 | $4.9 | 34.3% | | Depreciation and amortization expense | $0.7 | $0.8 | $(0.1) | -12.5% | - SG&A increase was mainly due to a **$2.8 million increase** in contingent consideration remeasurements, a **$1.5 million increase** in stock-based compensation, and higher transaction expenses[198](index=198&type=chunk) [Interest Expense, Interest Income, Provision for Income Taxes, Net Loss](index=49&type=section&id=Interest%20Expense%2C%20Interest%20Income%2C%20Provision%20for%20Income%20Taxes%2C%20Net%20Loss%20%283%20Months%29) This section analyzes changes in interest expense, interest income, income tax provision, and their combined impact on net loss - Interest expense decreased by **$1.1 million (9.2%)** to **$10.9 million**, driven by a lower effective interest rate (**8.07% vs. 10.42%**), despite a higher average debt balance[200](index=200&type=chunk) - Interest income decreased by **$0.8 million** to **$1.3 million**, due to lower cash balances from acquisitions and lower interest rates[201](index=201&type=chunk) - Provision for income taxes increased to **$2.0 million (333.3% effective rate)** from a **$0.7 million benefit (20.0% effective rate)**, due to higher pre-tax income[202](index=202&type=chunk) - Net loss improved by **$1.4 million** to **$(1.4) million**, driven by higher income from operations (primarily acquisitions), partially offset by increased income tax provision[203](index=203&type=chunk) [Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024](index=50&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%2C%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the company's financial performance for the first half of 2025 compared to the same period in the prior year [Overall Financial Performance](index=50&type=section&id=Overall%20Financial%20Performance%20%286%20Months%29) This section summarizes key financial metrics and their variances for the six-month period, including revenues, operating income, and Adjusted EBITDA | Metric (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Revenues | $253.2 | $219.4 | $33.8 | 15.4% | | Other income, net | — | $1.0 | $(1.0) | NM | | Cost of revenues | $92.0 | $80.6 | $11.4 | 14.1% | | Selling, general and administrative expenses | $101.2 | $95.0 | $6.2 | 6.5% | | Operating income | $46.0 | $30.7 | $15.3 | 49.8% | | Income before income taxes | $21.3 | $11.0 | $10.3 | 93.6% | | Net income | $13.9 | $8.2 | $5.7 | 69.5% | | Adjusted EBITDA | $78.0 | $56.1 | $21.9 | 39.0% | | Free Cash Flow | $24.6 | $11.9 | $12.7 | 106.7% | | Organic revenue | $222.9 | $214.6 | $8.3 | 3.9% | - The increase in Adjusted EBITDA was primarily due to acquisitions and improved operational results[215](index=215&type=chunk) [Connections Segment](index=52&type=section&id=Connections%20Segment%20%286%20Months%29) This section analyzes the revenue and cost performance of the Connections segment for the six-month period, driven by acquisitions and organic growth | Metric (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Revenues | $233.7 | $198.4 | $35.3 | 17.8% | | Other income, net | — | $1.0 | $(1.0) | NM | | Cost of revenues | $86.9 | $75.8 | $11.1 | 14.6% | | Selling, general and administrative expenses | $45.5 | $40.9 | $4.6 | 11.2% | | Operating income | $93.4 | $74.0 | $19.4 | 26.2% | - Revenue increase was driven by **$28.6 million** from acquisitions and **$9.8 million (5.1%) organic growth** (higher recurring revenues and two new event launches), with a **$1.5 million increase** from scheduling adjustments, offset by **$4.6 million** from discontinued events[217](index=217&type=chunk) - Cost of revenues increased due to **$10.1 million** from acquisitions, **$2.9 million** from recurring events, **$1.3 million** from timing adjustments, and **$0.7 million** from new launches, partially offset by discontinued events and non-recurring cost reductions[219](index=219&type=chunk) - Depreciation and amortization expense decreased due to full amortization of intangible assets from historical acquisitions, partially offset by new acquisitions[221](index=221&type=chunk) [All Other Category](index=53&type=section&id=All%20Other%20Category%20%286%20Months%29) This section reviews the financial performance of the All Other category for the six-month period, including content and commerce revenue trends | Metric (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Revenues | $19.5 | $21.0 | $(1.5) | -7.1% | | Cost of revenues | $5.1 | $4.8 | $0.3 | 6.3% | | Selling, general and administrative expenses | $11.9 | $14.3 | $(2.4) | -16.8% | | Operating loss | $(2.1) | $(1.9) | $(0.2) | 10.5% | - Revenue decrease was primarily due to a **$1.5 million (14.2%) decline** in content revenues (lower print/digital advertising), while commerce revenues remained consistent[223](index=223&type=chunk) - Cost of revenues increased due to higher barter activity in content, partially offset by lower software maintenance in commerce[224](index=224&type=chunk) - Selling, general and administrative expense decreased due to lower salary and benefits, list rental, and contractual labor expense[225](index=225&type=chunk) [Corporate Category](index=54&type=section&id=Corporate%20Category%20%286%20Months%29) This section details changes in corporate selling, general and administrative expenses for the six-month period, including contingent consideration and transaction costs | Metric (millions) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Variance ($) | Variance (%) | | :---------------------------------- | :--------------------------- | :--------------------------- | :----------- | :----------- | | Selling, general and administrative expenses | $43.8 | $39.8 | $4.0 | 10.1% | | Depreciation and amortization expense | $1.5 | $1.6 | $(0.1) | -6.3% | - SG&A increase was driven by a **$4.3 million increase** in contingent consideration remeasurements and a **$3.7 million increase** in acquisition-related transaction costs, partially offset by a **$3.3 million decrease** in non-recurring transition expenses and **$0.6 million** in foreign currency gains[228](index=228&type=chunk) [Interest Expense, Interest Income, Provision for Income Taxes, Net Income](index=55&type=section&id=Interest%20Expense%2C%20Interest%20Income%2C%20Provision%20for%20Income%20Taxes%2C%20Net%20Income%20%286%20Months%29) This section analyzes changes in interest expense, interest income, income tax provision, and their combined impact on net income for the six-month period - Interest expense increased by **$4.2 million (17.4%)** to **$28.3 million**, primarily due to **$6.4 million** in third-party fees for the new term loan facility, partially offset by a lower effective interest rate (**8.30% vs. 10.43%**)[230](index=230&type=chunk) - Interest income decreased by **$0.8 million (18.2%)** to **$3.6 million**, due to lower cash balances from acquisitions and lower interest rates[231](index=231&type=chunk) - Provision for income taxes increased to **$7.4 million (34.7% effective rate)** from **$2.8 million (25.5% effective rate)**, due to higher pre-tax income[232](index=232&type=chunk) - Net income improved by **$5.7 million (69.5%)** to **$13.9 million**, driven by improved operational results (primarily acquisitions), partially offset by increased net interest expense and higher income tax provision[233](index=233&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet its short-term and long-term financial obligations, including cash position, debt, and capital allocation strategies [Overview of Liquidity](index=55&type=section&id=Overview%20of%20Liquidity) This section provides an overview of the company's primary liquidity needs, current cash position, debt facilities, and compliance with covenants - Primary liquidity needs include working capital, operating/capital expenditures (including acquisitions), and return of capital to stockholders (dividends/repurchases)[234](index=234&type=chunk) - As of June 30, 2025, the company had **$515.0 million** outstanding on its Second Amended and Restated Term Loan Facility, **no borrowings** on its **$110.0 million** revolving credit facility, and **$156.4 million** in cash and cash equivalents[235](index=235&type=chunk) - The company was in compliance with all debt covenants as of June 30, 2025[235](index=235&type=chunk) - Event cancellation insurance policies for **2024 and 2025** do not cover losses from communicable disease outbreaks[236](index=236&type=chunk) - Management believes current financial resources are sufficient to fund liquidity requirements for the next **twelve months** and long-term obligations[237](index=237&type=chunk) [Share Repurchases](index=56&type=section&id=Share%20Repurchases_Liquidity) This section details the company's share repurchase program, including board approvals, shares repurchased, and remaining authorization - The Board approved an expansion of the share repurchase program on **April 30, 2025**, allowing for **$25.0 million** in repurchases through **December 31, 2025**[241](index=241&type=chunk) - During the six months ended June 30, 2025, the company repurchased **3,660,124 shares** for **$15.7 million**[242](index=242&type=chunk) - As of June 30, 2025, **$20.8 million** remained available for share repurchases[242](index=242&type=chunk) [Mandatory Conversion of Preferred Stock](index=56&type=section&id=Mandatory%20Conversion) This section describes the mandatory conversion of all outstanding redeemable convertible preferred stock into common stock - On **May 2, 2024**, all outstanding redeemable convertible preferred stock was mandatorily converted into common stock, resulting in **140,781,525 new common shares**[243](index=243&type=chunk) [Cash Flows](index=56&type=section&id=Cash%20Flows_Liquidity) This section provides a summary of cash flows from operating, investing, and financing activities for the reporting period [Operating Activities](index=57&type=section&id=Operating%20Activities_CashFlows) This section details the net cash generated or used by the company's core business operations - Net cash provided by operating activities increased by **$11.4 million** to **$28.5 million** for the six months ended June 30, 2025, compared to **$17.1 million** in the prior year[246](index=246&type=chunk) - The increase primarily reflects a **$5.7 million improvement** in net income[246](index=246&type=chunk) [Investing Activities](index=57&type=section&id=Investing%20Activities_CashFlows) This section details the net cash used for or provided by investment activities, primarily business acquisitions - Net cash used in investing activities increased by **$131.2 million** to **$148.1 million** for the six months ended June 30, 2025, primarily due to a **$132.5 million increase** in business acquisitions[248](index=248&type=chunk) [Financing Activities](index=57&type=section&id=Financing%20Activities_CashFlows) This section details the net cash generated or used by financing activities, including debt and equity transactions - Net cash provided by financing activities increased by **$91.8 million** to **$80.6 million** for the six months ended June 30, 2025, compared to cash used of **$11.2 million** in the prior year[250](index=250&type=chunk) - This increase was mainly due to **$105.9 million** in net proceeds from the new term loan facility, offset by increased common stock repurchases (**$13.9 million**), common stock dividends (**$6.0 million**), and debt issuance fees[250](index=250&type=chunk) [Foreign Currency Risk](index=57&type=section&id=Foreign%20Currency%20Risk_Liquidity) This section discusses the company's exposure to foreign currency fluctuations from international operations, particularly the U.K. Pound Sterling - The company is exposed to foreign currency risk from international shows, particularly the U.S. dollar relative to the U.K. Pound Sterling[251](index=251&type=chunk) - Fluctuations can impact assets, liabilities, operating expenses, and cash flows upon translation[251](index=251&type=chunk) [Free Cash Flow](index=57&type=section&id=Free%20Cash%20Flow_Liquidity) This section reports the company's Free Cash Flow, a non-GAAP measure indicating cash available after capital expenditures - Free Cash Flow increased by **$12.7 million** to **$24.6 million** for the six months ended June 30, 2025, compared to **$11.9 million** in the prior year[252](index=252&type=chunk) [Contractual Obligations and Commercial Commitments](index=58&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section updates on the company's contractual obligations, noting no material changes beyond new credit facilities - No material changes to contractual obligations since the Annual Report on Form 10-K, other than those related to the Second Amended and Restated Senior Secured Credit Facilities[253](index=253&type=chunk) [Critical Accounting Policies and Estimates](index=58&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the significant accounting policies and estimates requiring management judgment in financial statement preparation - The preparation of financial statements requires significant estimates and assumptions about future events[254](index=254&type=chunk) - Accounting policies and estimates are reevaluated ongoingly, with no significant changes reported since the Annual Report on Form 10-K[255](index=255&type=chunk)[257](index=257&type=chunk) [Recently Adopted Accounting Pronouncements](index=58&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements_MD%26A) This section refers to Note 2 for details on accounting pronouncements recently adopted by the company - Refers to Note 2 for details on recently adopted accounting pronouncements[258](index=258&type=chunk) [Recently Issued Accounting Pronouncements](index=58&type=section&id=Recently%20Issued%20Accounting%20Pronouncements_MD%26A) This section refers to Note 2 for details on accounting pronouncements recently issued but not yet adopted by the company - Refers to Note 2 for details on recently issued accounting pronouncements[258](index=258&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, primarily interest rate risk associated with its variable-rate debt and foreign currency risk from international operations - As of June 30, 2025, the company had **$515.0 million** in variable-rate term loan borrowings, with a **0.25% increase** in interest rate potentially leading to a **$1.3 million increase** in annual interest expense[260](index=260&type=chunk) - Foreign currency risk arises from international shows denominated in non-U.S. dollar currencies, with the largest exposure being the U.S. dollar relative to the U.K. Pound Sterling[261](index=261&type=chunk) - Historically, inflation has not materially affected the business, but sustained inflationary conditions could impact operating expenses and financing costs[262](index=262&type=chunk) [Item 4. Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the management's evaluation of the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of June 30, 2025 - Management, under the supervision of the CEO and CFO, concluded that disclosure controls and procedures were effective at the reasonable assurance level as of **June 30, 2025**[264](index=264&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting during the **second fiscal quarter of 2025**[265](index=265&type=chunk) [Part II. Other Information](index=61&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional disclosures on legal proceedings, risk factors, equity security sales, defaults, and other relevant information [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations - The company is not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on its business, financial condition, or results of operations[268](index=268&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the detailed discussion of risk factors provided in the company's Annual Report on Form 10-K and confirms that there have been no material changes to these risk factors since that filing - There have been no material changes to the risk factors included in the Annual Report on Form 10-K filed on **March 14, 2025**[269](index=269&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides an update on the company's share repurchase programs, including the expansion approved in April 2025 and the details of common stock repurchases made during the second quarter of 2025 - In **April 2025**, the board approved an expansion of the share repurchase program, allowing for **$25.0 million** in repurchases through **December 31, 2025**[270](index=270&type=chunk) | Period (Q2 2025) | Total Number of Shares Purchased | Average Price Paid Per Share ($) | Approximate Dollar Value of Shares That May Yet Be Purchased ($ millions) | | :---------------- | :------------------------------- | :------------------------------- | :---------------------------------------------------------------------- | | April 1 - April 30 | 738,355 | 3.70 | 6.1 | | May 1 - May 31 | 480,658 | 4.60 | 22.8 | | June 1 - June 30 | 411,666 | 4.79 | 20.8 | | Total | 1,630,679 | |

[Executive Summary](index=1&type=section&id=1.%20Executive%20Summary) Emerald reported strong Q2 2025 financial results with significant revenue and Adjusted EBITDA growth driven by acquisitions, while reaffirming full-year guidance and focusing on strategic portfolio streamlining [Second Quarter 2025 Financial Highlights](index=1&type=section&id=1.1.%20Second%20Quarter%202025%20Financial%20Highlights) Emerald Holding, Inc. reported solid financial results for Q2 2025, with significant year-over-year growth in revenue and Adjusted EBITDA, primarily driven by recent acquisitions. Despite muted reported organic growth, pro-forma organic growth was strong, and the company reaffirmed its full-year 2025 guidance Q2 2025 Financial Highlights Summary | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | % Change | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :------- | | Revenues | $105.5 | $86.0 | $19.5 | 22.7% | | Organic Revenues | $80.2 | $79.9 | $0.3 | 0.4% | | Net Loss | $(1.4) | $(2.8) | $1.4 | NM | | Adjusted EBITDA | $24.4 | $15.3 | $9.1 | 59.5% | | Diluted Loss Per Share | $(0.01) | $(0.03) | $0.02 | NM | - Revenues increased by **22.7%** to **$105.5 million**, primarily due to **$23.6 million** from acquisitions and **$1.6 million** from scheduling adjustments, partially offset by discontinued events[4](index=4&type=chunk)[5](index=5&type=chunk) - Pro-forma organic growth, including recent acquisitions (This is Beyond, Insurtech Insights, GRC World Forums) as if they were part of the portfolio in Q2 2024, would have been **4.6%** year-over-year[3](index=3&type=chunk)[4](index=4&type=chunk)[5](index=5&type=chunk) - The company ended the quarter with **$156.4 million** in cash and full availability of its **$110.0 million** revolving credit facility[4](index=4&type=chunk) - Emerald reaffirmed its Full Year 2025 guidance of **$450 - $460 million** in Revenue and **$120 - $125 million** in Adjusted EBITDA[4](index=4&type=chunk) [Operational and Capital Structure Updates](index=1&type=section&id=1.2.%20Operational%20and%20Capital%20Structure%20Updates) Emerald's CEO highlighted focused execution, portfolio streamlining, and concentration on high-growth markets, aiming for a more performance-oriented platform. Strategic acquisitions like This is Beyond and Insurtech Insights are key to expanding reach and scaling the business. The CFO noted that reported organic growth was impacted by event timing, but underlying performance, adjusted for acquisitions, was stronger - The company is streamlining its portfolio, focusing on high-growth markets, and strengthening its value proposition to evolve into a more performance-oriented platform[3](index=3&type=chunk) - Acquisitions of This is Beyond and Insurtech Insights support the vision of a customer-centric platform, broadening reach in key growth markets and enhancing scalability[3](index=3&type=chunk) - Reported organic growth was **0.4%** due to event timing and mix, but on a pro-forma basis (including recent acquisitions in Q2 2024), organic growth would have been **4.6%**[3](index=3&type=chunk)[4](index=4&type=chunk) - Underlying cash generation was stronger when adjusted for the timing impact of acquisitions on reported free cash flow, with expectations for improved free cash flow conversion post-transactions[3](index=3&type=chunk) [Detailed Financial Performance](index=3&type=section&id=2.%20Detailed%20Financial%20Performance) Emerald's Q2 2025 saw substantial revenue and Adjusted EBITDA growth, a reduced net loss, and strong cash generation, primarily driven by strategic acquisitions and operational improvements [Revenues](index=3&type=section&id=2.1.%20Revenues) Total revenues for Q2 2025 increased significantly year-over-year, primarily driven by recent acquisitions and scheduling adjustments. Organic revenues showed modest growth, with the Connections segment performing well, while the All Other category experienced a slight decline Q2 2025 Revenue Performance | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | % Change | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :------- | | Total Revenues | $105.5 | $86.0 | $19.5 | 22.7% | | Organic Revenues | $80.2 | $79.9 | $0.3 | 0.4% | | Connections Organic Revenues | $70.1 | $68.9 | $1.2 | 1.7% | | All Other Organic Revenues | $10.1 | $11.0 | $(0.9) | (8.2%) | - The **22.7%** increase in total revenues was primarily due to **$23.6 million** from acquisitions and **$1.6 million** from scheduling adjustments, offset by **$2.8 million** from discontinued events[5](index=5&type=chunk) - Organic Revenues from the Connections segment increased by **1.7%** due to higher recurring revenues[7](index=7&type=chunk) - Organic Revenues from the All Other category decreased by **8.2%**, mainly due to a **$1.0 million** decrease in Content revenues, partially offset by a **$0.1 million** increase in Commerce revenues[7](index=7&type=chunk) [Net Income (Loss)](index=3&type=section&id=2.2.%20Net%20Income%20(Loss)) Emerald significantly reduced its net loss in Q2 2025 compared to the prior year, driven by higher income from ongoing operations, largely attributable to acquisitions. This improvement was partially offset by increased non-recurring expenses and higher income tax provisions Q2 2025 Net Income (Loss) | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | % Change | | :---------------- | :----------------- | :----------------- | :---------------- | :------- | | Net Loss | $(1.4) | $(2.8) | $1.4 | NM | | Diluted Loss Per Share | $(0.01) | $(0.03) | $0.02 | NM | - The reduction in net loss was principally due to higher income from ongoing operations, largely attributable to acquisitions[7](index=7&type=chunk) - Offsetting factors included higher non-recurring expenses, primarily related to contingent consideration remeasurement adjustments and increased provision for income taxes[7](index=7&type=chunk) [Adjusted EBITDA](index=3&type=section&id=2.3.%20Adjusted%20EBITDA) Adjusted EBITDA saw substantial growth in Q2 2025, reflecting improved operational performance. This non-GAAP measure is used by management to assess core operating performance by excluding certain non-recurring items Q2 2025 Adjusted EBITDA | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | % Change | | :---------------- | :----------------- | :----------------- | :---------------- | :------- | | Adjusted EBITDA | $24.4 | $15.3 | $9.1 | 59.5% | - Adjusted EBITDA increased by **59.5%** year-over-year, indicating strong operational momentum[4](index=4&type=chunk)[5](index=5&type=chunk)[7](index=7&type=chunk) [Cash Flow and Free Cash Flow](index=3&type=section&id=2.4.%20Cash%20Flow%20and%20Free%20Cash%20Flow) Emerald demonstrated strong cash generation in Q2 2025, with significant increases in net cash provided by operating activities and Free Cash Flow. While reported Free Cash Flow was impacted by acquisition timing, underlying cash generation was robust, and the company expects improved conversion going forward Q2 2025 Cash Flow Performance | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | % Change | | :------------------------------------------------ | :----------------- | :----------------- | :---------------- | :------- | | Net Cash Provided by Operating Activities | $15.9 | $9.8 | $6.1 | 62.2% | | Capital Expenditures | $2.1 | $2.7 | $(0.6) | (22.2%) | | Free Cash Flow (excluding event cancellation) | $13.8 | $7.1 | $6.7 | 94.4% | - Net cash provided by operating activities increased by **62.2%** to **$15.9 million**[5](index=5&type=chunk)[17](index=17&type=chunk) - Free Cash Flow, excluding event cancellation insurance proceeds, nearly doubled to **$13.8 million**[5](index=5&type=chunk)[17](index=17&type=chunk) - The reported Free Cash Flow was impacted by approximately **$17.0 million** of event-related cash from the This is Beyond acquisition being reflected in the purchase price rather than operating cash flow[17](index=17&type=chunk) [Capital Allocation and Shareholder Returns](index=4&type=section&id=3.%20Capital%20Allocation%20and%20Shareholder%20Returns) Emerald demonstrated commitment to shareholder value through a declared quarterly dividend and continued share repurchases in Q2 2025 [Dividend Declaration](index=4&type=section&id=3.1.%20Dividend%20Declaration) Emerald's Board of Directors declared a quarterly dividend for Q3 2025, demonstrating a commitment to returning value to shareholders - On July 29, 2025, Emerald's Board of Directors declared a dividend of **$0.015 per share** for the quarter ending September 30, 2025[4](index=4&type=chunk)[10](index=10&type=chunk) - The dividend is payable on August 25, 2025, to shareholders of record as of August 14, 2025[10](index=10&type=chunk) [Share Repurchase Program](index=4&type=section&id=3.2.%20Share%20Repurchase%20Program) Emerald continued its share repurchase program, buying back a significant amount of common stock in Q2 2025 and year-to-date, with a substantial amount remaining under the current authorization Share Repurchase Activity | Period | Shares Repurchased | Amount (Millions) | Average Price Per Share | | :---------------- | :----------------- | :---------------- | :---------------------- | | Q2 2025 | 1,630,679 | $6.9 | $4.24 | | Year-to-Date 2025 | 3,660,124 | $15.7 | $4.29 | | Since 2021 Restart | 16.9 million | $69.4 | N/A | - The Board of Directors approved an expansion of the share repurchase program on April 30, 2025, allowing for **$25.0 million** in repurchases through December 31, 2025[11](index=11&type=chunk) - At the end of Q2 2025, **$20.8 million** remained available under the existing repurchase authorization[11](index=11&type=chunk) [Company Information](index=4&type=section&id=4.%20Company%20Information) This section provides an overview of Emerald's business as a leading B2B event organizer, along with details for its Q2 2025 earnings call and investor contacts [About Emerald](index=4&type=section&id=4.1.%20About%20Emerald) Emerald Holding, Inc. is the largest U.S.-based B2B event organizer, providing year-round solutions through trade shows, conferences, B2C showcases, and a hosted buyer platform. The company focuses on expanding connections, developing content, and delivering commerce-driven solutions across various industries - Emerald is America's largest producer of trade shows and associated conferences, content, and commerce[1](index=1&type=chunk)[16](index=16&type=chunk) - The company owns and operates a curated portfolio of B2B events and delivers dynamic solutions through robust content and an e-commerce marketplace[16](index=16&type=chunk) - Emerald serves thousands of customers, predominantly small and medium-sized businesses, by driving commerce through streamlined buying, selling, and networking opportunities 365 days a year[16](index=16&type=chunk) [Conference Call Webcast Details](index=4&type=section&id=4.2.%20Conference%20Call%20Webcast%20Details) Emerald provided details for its Q2 2025 earnings conference call and webcast, including access information for live participation and replays - A conference call to discuss Q2 2025 results was scheduled for 8:30 am EDT on Monday, August 4, 2025[13](index=13&type=chunk) - Access to the live call is available via domestic (1-800-715-9871) or international (1-646-307-1963) dial-in numbers[14](index=14&type=chunk) - A telephonic replay is available until August 11, 2025, using passcode 1558503, and an online replay is accessible on Emerald's investor website[14](index=14&type=chunk)[15](index=15&type=chunk) [Contact Information](index=7&type=section&id=4.3.%20Contact%20Information) Investor relations contact details for Emerald Holding, Inc. are provided for inquiries - Investor Relations can be reached via email at investor.relations@emeraldx.com or by phone at 1-866-339-4688 (866EEXINVT)[26](index=26&type=chunk) [Non-GAAP Financial Information](index=6&type=section&id=5.%20Non-GAAP%20Financial%20Information) This section defines and explains the non-GAAP financial measures of Organic Revenue, Adjusted EBITDA, and Free Cash Flow, used by management to assess core operating performance and liquidity [Organic Revenue](index=6&type=section&id=5.1.%20Organic%20Revenue) Organic revenue is a non-GAAP measure used to assess Emerald's operating performance by adjusting for the impact of acquisitions, dispositions, discontinued events, and material show scheduling adjustments, providing a consistent comparison across reporting periods - Organic revenue growth/decline adjusts for the revenue impact of acquisitions, dispositions, discontinued events, and material show scheduling adjustments[19](index=19&type=chunk) - This measure helps investors and analysts compare operating performance consistently by excluding items not indicative of underlying event portfolio trends due to timing or strategy changes[19](index=19&type=chunk) [Adjusted EBITDA](index=6&type=section&id=5.2.%20Adjusted%20EBITDA) Adjusted EBITDA is a non-GAAP measure utilized by Emerald to evaluate core operating performance by excluding specific non-operating or non-cash items, offering a clearer view of financial trends independent of capital structure or tax decisions - Adjusted EBITDA is defined as net income (loss) before interest expense (net), provision for income taxes, depreciation and amortization, stock-based compensation, goodwill and other intangible asset impairment charges, and other non-core operational items[21](index=21&type=chunk) - It is used to compare operating performance consistently across periods by excluding items outside management's control, such as long-term strategic decisions on capital structure, tax jurisdictions, and capital investments[20](index=20&type=chunk) - Adjusted EBITDA excluding event cancellation insurance proceeds is also presented to illustrate the amount from continuing operations[21](index=21&type=chunk) [Free Cash Flow](index=6&type=section&id=5.3.%20Free%20Cash%20Flow) Free Cash Flow is a non-GAAP liquidity indicator that provides insight into cash generated from core operations available for business maintenance, growth, debt repayment, dividends, and strategic opportunities, after accounting for capital expenditures - Free Cash Flow is defined as net cash provided by operating activities less capital expenditures[17](index=17&type=chunk)[34](index=34&type=chunk) - It is a useful indicator of liquidity, showing cash available for maintaining and growing the business, repaying debt, paying dividends, and funding strategic opportunities[23](index=23&type=chunk) - Free Cash Flow excluding event cancellation insurance proceeds, net, is also presented to illustrate the amount from continuing operations[24](index=24&type=chunk) [Cautionary Statement Concerning Forward-Looking Statements](index=7&type=section&id=6.%20Cautionary%20Statement%20Concerning%20Forward-Looking%20Statements) This section outlines the inherent uncertainties and risks associated with forward-looking statements made in the press release and earnings call. These statements are based on management's current expectations and assumptions but are not guaranteed and are subject to various economic, competitive, governmental, and technological factors that could cause actual results to differ materially - Forward-looking statements, including those regarding business return to pre-COVID levels, market growth, organic growth, interest rates, guidance, insurance coverage, dividends, acquisitions, and international operations, are inherently uncertain and not guaranteed[25](index=25&type=chunk) - These statements are based on management's current expectations, estimates, and assumptions but involve risks and uncertainties from economic, competitive, governmental, and technological factors outside the company's control[25](index=25&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements[25](index=25&type=chunk) [Condensed Consolidated Financial Statements](index=8&type=section&id=7.%20Condensed%20Consolidated%20Financial%20Statements) This section presents Emerald's financial position and performance through condensed consolidated statements of income (loss) and balance sheets for the reported periods [Condensed Consolidated Statements of Income (Loss)](index=8&type=section&id=7.1.%20Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)) The condensed consolidated statements of income (loss) provide a detailed breakdown of Emerald's revenues, expenses, and net income (loss) for the three and six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Income (Loss) | Metric (Millions) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------------ | :------ | :------ | :------- | :------- | | Revenues | $105.5 | $86.0 | $253.2 | $219.4 | | Cost of revenues | $40.6 | $33.1 | $92.0 | $80.6 | | Selling, general and administrative expense | $47.1 | $39.5 | $101.2 | $95.0 | | Operating income | $10.2 | $6.4 | $46.0 | $30.7 | | Interest expense, net | $9.6 | $9.9 | $24.7 | $19.7 | | Income (loss) before income taxes | $0.6 | $(3.5) | $21.3 | $11.0 | | Net (loss) income attributable to Emerald Holding, Inc. | $(1.4) | $(2.8) | $13.9 | $8.2 | | Diluted (loss) income per share | $(0.01) | $(0.03) | $0.07 | $(0.04) | [Condensed Consolidated Balance Sheets](index=9&type=section&id=7.2.%20Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets present Emerald's financial position as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and stockholders' equity Condensed Consolidated Balance Sheets | Metric (Millions) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Cash and cash equivalents | $156.4 | $194.8 | | Total current assets | $279.0 | $306.9 | | Total assets | $1,202.1 | $1,048.7 | | Total current liabilities | $264.7 | $241.3 | | Term loan, net of discount and deferred financing fees | $501.6 | $398.5 | | Total liabilities | $812.7 | $662.8 | | Total stockholders' equity | $389.4 | $385.9 | - Total assets increased to **$1,202.1 million** as of June 30, 2025, from **$1,048.7 million** at December 31, 2024, largely due to increases in intangible assets and goodwill from acquisitions[29](index=29&type=chunk) - Total liabilities also increased to **$812.7 million**, primarily driven by an increase in the term loan, net of discount and deferred financing fees[29](index=29&type=chunk) [Non-GAAP Reconciliations and Segment Results](index=10&type=section&id=8.%20Non-GAAP%20Reconciliations%20and%20Segment%20Results) This section provides detailed reconciliations of GAAP to non-GAAP financial measures and disaggregated segment results, offering transparency into Emerald's financial adjustments and operational performance [Reconciliation of Revenues to Organic Revenues](index=10&type=section&id=8.1.%20Reconciliation%20of%20Revenues%20to%20Organic%20Revenues) This schedule provides a reconciliation of GAAP revenues to non-GAAP organic revenues, detailing adjustments for acquisition revenues, discontinued events, and scheduling adjustments for both consolidated and segment-level results Reconciliation of Revenues to Organic Revenues | Metric (Millions) | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :---------------------- | :------ | :------ | :--------- | :--------- | | Revenues | $105.5 | $86.0 | $19.5 | 22.7% | | Deduct: Acquisition revenues | $(23.6) | $0.0 | N/A | N/A | | Deduct: Discontinued events | $0.0 | $(2.8) | N/A | N/A | | Deduct: Scheduling adjustments | $(1.7) | $(3.3) | N/A | N/A | | Organic revenues | $80.2 | $79.9 | $0.3 | 0.4% | - Acquisition revenues for Q2 2025 totaled **$23.6 million**, primarily from This is Beyond, Insurtech, and GRC World Forums[30](index=30&type=chunk) - Assuming prior year foreign currency rates, these acquisitions would have resulted in a **4.6%** year-over-year increase in Organic Revenues for Q2 2025[30](index=30&type=chunk) [Reconciliation of Revenues to Disaggregated Revenues](index=11&type=section&id=8.2.%20Reconciliation%20of%20Revenues%20to%20Disaggregated%20Revenues) This schedule disaggregates total revenues into key segments: Connections, Content, and Commerce, providing a clearer view of revenue contributions from different business lines Reconciliation of Revenues to Disaggregated Revenues | Segment (Millions) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :----------------- | :------ | :------ | :------- | :------- | | Connections | $95.4 | $75.0 | $233.7 | $198.4 | | Content | $4.9 | $5.9 | $9.1 | $10.6 | | Commerce | $5.2 | $5.1 | $10.4 | $10.4 | | Total Revenues | $105.5 | $86.0 | $253.2 | $219.4 | - The Connections segment remains the largest revenue contributor, showing significant growth in both Q2 and year-to-date periods[32](index=32&type=chunk) [Reconciliation of Net Income (Loss) to Adjusted EBITDA](index=12&type=section&id=8.3.%20Reconciliation%20of%20Net%20Income%20(Loss)%20to%20Adjusted%20EBITDA) This schedule reconciles GAAP net income (loss) to non-GAAP Adjusted EBITDA, detailing the adjustments for interest, taxes, depreciation, amortization, stock-based compensation, and other non-core items Reconciliation of Net Income (Loss) to Adjusted EBITDA | Metric (Millions) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------ | :------ | :------ | :------- | :------- | | Net (loss) income | $(1.4) | $(2.8) | $13.9 | $8.2 | | Add: Interest expense, net | $9.6 | $9.9 | $24.7 | $19.7 | | Add: Provision for (benefit from) income taxes | $2.0 | $(0.7) | $7.4 | $2.8 | | Add: Depreciation and amortization | $7.6 | $7.0 | $14.0 | $14.1 | | Add: Stock-based compensation | $3.0 | $1.5 | $5.6 | $4.0 | | Add: Other items | $3.6 | $0.4 | $12.4 | $7.3 | | Adjusted EBITDA | $24.4 | $15.3 | $78.0 | $56.1 | - Other items for Q2 2025 included **$1.1 million** in acquisition-related transaction costs, **$1.9 million** in acquisition integration and restructuring costs, and **$0.6 million** in contingent consideration remeasurement expense[33](index=33&type=chunk) [Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow](index=13&type=section&id=8.4.%20Reconciliation%20of%20Net%20Cash%20Provided%20by%20Operating%20Activities%20to%20Free%20Cash%20Flow) This schedule reconciles GAAP net cash provided by operating activities to non-GAAP Free Cash Flow, highlighting the impact of capital expenditures and event cancellation insurance proceeds Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow | Metric (Millions) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------------ | :------ | :------ | :------- | :------- | | Net Cash Provided by Operating Activities | $15.9 | $9.8 | $28.5 | $17.1 | | Less: Capital expenditures | $2.1 | $2.7 | $3.9 | $5.2 | | Free Cash Flow | $13.8 | $7.1 | $24.6 | $11.9 | | Event cancellation insurance proceeds | $0.0 | $0.0 | $0.0 | $(1.0) | | Free cash flow excluding event cancellation insurance proceeds, net | $13.8 | $7.1 | $24.6 | $10.9 | [Reconciliation of Reportable Segments Results to Income (Loss) Before Taxes](index=14&type=section&id=8.5.%20Reconciliation%20of%20Reportable%20Segments%20Results%20to%20Income%20(Loss)%20Before%20Taxes) This schedule provides a breakdown of revenues and Adjusted EBITDA by reportable segments (Connections and All Other), and then reconciles these segment results to the consolidated income (loss) before income taxes by accounting for general corporate expenses and other adjustments Reconciliation of Reportable Segments Results to Income (Loss) Before Taxes | Metric (Millions) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------ | :------ | :------ | :------- | :------- | | Revenues - Connections | $95.4 | $75.0 | $233.7 | $198.4 | | Revenues - All Other | $10.1 | $11.0 | $19.5 | $21.0 | | Adjusted EBITDA - Connections | $35.2 | $26.4 | $101.3 | $82.6 | | Adjusted EBITDA - All Other | $1.8 | $1.8 | $2.5 | $2.1 | | Adjusted EBITDA (excluding General corporate expenses) | $37.0 | $28.2 | $103.8 | $84.7 | | General corporate expenses | $(12.6) | $(12.9) | $(25.8) | $(28.6) | | Income (loss) before income taxes | $0.6 | $(3.5) | $21.3 | $11.0 |

Financial Performance - Revenues for the three months ended March 31, 2025, increased to $147.7 million, up 10.2% from $133.4 million in the same period of 2024[16] - Operating income rose to $35.8 million, compared to $24.3 million for the three months ended March 31, 2024, reflecting a 47.7% increase[16] - Net income attributable to Emerald Holding, Inc. was $15.3 million, a significant increase from $11.0 million in the prior year, representing a 39.1% growth[16] - Basic income per share for the three months ended March 31, 2025, was $0.08, compared to $0.00 for the same period in 2024[16] - Adjusted EBITDA for the same period was $53.6 million, reflecting a $12.8 million increase or 31.4% from $40.8 million in 2024[154] - Free Cash Flow increased to $10.8 million, up $6.0 million or 125.0% from $4.8 million in the prior year[154] - Net income for the three months ended March 31, 2025, was $15.3 million, a rise of $4.3 million or 39.1% from $11.0 million in 2024[156] Assets and Liabilities - Total current assets increased to $413.6 million as of March 31, 2025, compared to $306.9 million at December 31, 2024, marking a 34.7% rise[14] - Total liabilities increased to $790.9 million as of March 31, 2025, compared to $662.8 million at December 31, 2024, reflecting a 19.4% rise[14] - The total debt as of March 31, 2025, was $506.6 million, with a significant portion attributed to the Second Amended and Restated Term Loan Facility[63] - Cash and cash equivalents at the end of the period were $276.8 million, up from $194.8 million at the beginning of the year, indicating a 42.1% increase[22] Revenue Segments - The Connections segment generated $138.3 million in revenue for the three months ended March 31, 2025, compared to $123.4 million in 2024, accounting for approximately 93.6% of total revenues[34] - Revenue generated from the Insurtech acquisition during the three months ended March 31, 2025, was $4.6 million, with a net income contribution of $1.7 million[50] - Organic revenue for the three months ended March 31, 2025, was $139.2 million, an increase of $7.4 million or 5.6% from $131.8 million in 2024[158] Cash Flow - Net cash provided by operating activities was $12.6 million for the three months ended March 31, 2025, compared to $7.3 million in the same period of 2024, a 72.6% increase[22] - Net cash used in investing activities increased to $21.4 million in Q1 2025 from $14.1 million in Q1 2024, primarily due to an $8.0 million increase related to business acquisitions[196] - Net cash provided by financing activities rose to $90.8 million in Q1 2025, compared to cash used of $10.6 million in Q1 2024, driven by net proceeds of $105.9 million from the issuance of credit facilities[198] Share Repurchase and Dividends - The company repurchased 2,029 shares of common stock during the quarter, resulting in a reduction of $8.8 million in additional paid-in capital[18] - The company approved a share repurchase program allowing for the repurchase of $25.0 million of common stock through December 31, 2025[118] - The board of directors declared a dividend of $0.015 per share for the quarter ending June 30, 2025, payable on May 22, 2025[121] Tax and Interest - The effective tax rate for the three months ended March 31, 2025, was 26.1%, up from 24.1% in 2024[106] - The company recorded a provision for income taxes of $5.4 million for the three months ended March 31, 2025, compared to $3.5 million in 2024, marking a 54.3% increase[106] - Total interest expense for the three months ended March 31, 2025, was $17.4 million, an increase from $12.1 million in the same period of 2024, representing a 43.8% increase[78] Acquisitions - The acquisition of Insurtech Insights was completed for a total estimated purchase price of $25.2 million, including an initial cash payment of $19.6 million and contingent consideration of $4.8 million[48] - On May 2, 2025, the Company completed the acquisition of This is Beyond Limited for approximately $138.0 million, funded with cash from operations[119][122] Operational Insights - The Company focuses on generating organic growth by enhancing exhibitor and attendee participation at trade shows, which allows for modest annual increases in booth space pricing[129] - The trade show industry is highly fragmented, with the five largest companies, including the Company, comprising only 8% of the U.S. market, presenting growth opportunities through acquisitions[131] - The Company maintains event cancellation insurance to protect against losses from unavoidable cancellations, although recent policies do not cover losses due to communicable diseases[137] Miscellaneous - The company reported a negative working capital, which is beneficial as it indicates cash is received in advance of expenses, enhancing cash flow efficiency[149] - Management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective at the reasonable assurance level as of March 31, 2025[211]

Financial Data and Key Metrics Changes - Total revenue for the first quarter was $147.7 million, up from $133.4 million in the prior year, reflecting a year-over-year increase of 10.1% [16] - Organic revenue increased by 5.6% year-over-year to $139.2 million, driven by strong growth in the connections business, which improved by 6.6% [16] - Adjusted EBITDA for the first quarter was $53.6 million, compared to $39.8 million in the prior year, marking an increase of 34.7% [16][17] - Adjusted EBITDA margin for the quarter was approximately 36.3% [17] - Free cash flow generated was $10.8 million, up from $3.8 million in the prior year [17] Business Line Data and Key Metrics Changes - The connections business showed strong organic revenue growth, contributing to the overall increase in total revenue [16] - The acquisition of InsurTech Insights positively impacted adjusted EBITDA and revenue recognition for the quarter [16][42] Market Data and Key Metrics Changes - The company has sold over 90% of its full-year revenue target from international exhibitors, with notable strength from Turkey, Brazil, and the UAE, despite pressures from China and Canada [9][10] - Approximately 10% of total revenue is generated from international exhibitors, with China and Canada each contributing about 2% [10] Company Strategy and Development Direction - The company is focused on portfolio optimization, reducing reliance on slower growth verticals, and enhancing resilience across market cycles [6][12] - A strategic focus on face-to-face engagement aligns with ongoing portfolio optimization efforts, positioning the company for stable performance across cycles [12] - The company received regulatory approval for the acquisition of This Is Beyond, which is expected to complement its portfolio and align with consumer trends [12][13] - The M&A strategy is centered on expanding into high-growth sectors while diversifying the portfolio to drive long-term shareholder value [14] Management Comments on Operating Environment and Future Outlook - Management remains confident in achieving full-year 2025 guidance of $450 million to $460 million in revenue and $120 million to $125 million in adjusted EBITDA [24] - The company is proactively monitoring external factors, including trade tensions and consumer sentiment, to adapt to market dynamics [8][24] - Management emphasized the importance of face-to-face events in the current economic environment, highlighting their role in decision-making and commerce [11] Other Important Information - The company has a strong balance sheet with $276.8 million in cash as of March 31, 2025, and total liquidity of $386.8 million [19][20] - The Board approved a quarterly dividend of $0.15 per share and reauthorized a share buyback program with an additional $25 million allocated [21][20] Q&A Session Summary Question: Update on international attendance and guidance - Management reiterated guidance based on current observations, noting declines in international attendance from China and Canada, but increased sales from other countries [27][32] Question: Impact of InsurTech on EBITDA and future events - InsurTech contributed to EBITDA in the first quarter, with two more events scheduled for June and the fourth quarter [41][43] Question: Seasonal differences in revenue across quarters - The first quarter is expected to contribute about one-third of the annual revenue, with Q2 and Q3 being smaller quarters [49] Question: Expense discipline and efficiency improvements - The company is focusing on consolidating operations onto a single platform and utilizing AI to enhance efficiency [54][56]

Financial Data and Key Metrics Changes - Total revenue for Q1 2025 was $147.7 million, up from $133.4 million in the prior year, reflecting a year-over-year increase of approximately 10.3% [16] - Organic revenue increased by 5.6% year-over-year to $139.2 million, driven by strong growth in the connections business, which improved by 6.6% [16] - Adjusted EBITDA for Q1 2025 was $53.6 million, compared to $39.8 million in the prior year, marking an increase of 34.7% [16] - The adjusted EBITDA margin for the quarter was approximately 36.3% [17] Business Line Data and Key Metrics Changes - The connections business showed strong organic revenue growth, contributing significantly to the overall revenue increase [16] - The InsurTech Insights acquisition positively impacted adjusted EBITDA and revenue recognition for the quarter [16][42] Market Data and Key Metrics Changes - Approximately 10% of total revenue is generated from international exhibitors, with China and Canada each contributing about 2% and Mexico less than 1% [10] - Sales efforts in China and Canada faced pressure, while countries like Turkey, Brazil, and the UAE showed strength in sales growth [8][10] Company Strategy and Development Direction - The company is focused on portfolio optimization, reducing reliance on slower growth verticals, and enhancing resilience across market cycles [6] - A strategic emphasis on face-to-face engagement aligns with ongoing portfolio optimization efforts, targeting high-growth sectors such as design and construction, food, technology, and luxury travel [12] - The company plans to close the acquisition of This Is Beyond, which aligns with consumer trends for premium experiences [12] Management's Comments on Operating Environment and Future Outlook - Management remains confident in achieving full-year 2025 guidance of $450 million to $460 million in revenue and $120 million to $125 million in adjusted EBITDA [23] - The company is proactively monitoring external factors, including trade tensions and consumer sentiment, to adapt its strategies accordingly [7][23] Other Important Information - The company had $276.8 million in cash as of March 31, 2025, up from $194.8 million at the end of 2024, supporting future acquisitions and investments [19] - A share buyback program was reauthorized with an additional $25 million allocated, reflecting management's confidence in the long-term value of the stock [20][21] Q&A Session Summary Question: Update on guidance considering trade war impacts - Management reiterated guidance based on current observations, noting that international revenues from China and Canada are expected to decline, but sales from other countries are increasing [26][28][31] Question: Impact of InsurTech on EBITDA - InsurTech contributed positively to EBITDA in Q1, with revenue recognized from the event held during the quarter [41][42] Question: Seasonality of revenue across quarters - Q1 is expected to contribute about one-third of annual revenue, with Q2 and Q3 being smaller quarters due to the mix of events [48][49] Question: Future expense discipline - The company is focusing on consolidating operations onto a single platform to find efficiencies and is testing AI applications to improve operational effectiveness [55][56]