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Schedule I - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2024

Condensed Financial Information Disclosure [Abstract]

Schedule I - Condensed Financial Information of Registrant

Emerald Holding, Inc. (parent company only)

Schedule I – Condensed Financial Information of Registrant

Condensed Balance Sheets

December 31, 2024 and 2023


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

Emerald Holding, Inc. (parent company only)

Schedule I – Condensed Financial Information of Registrant

Condensed Statements of (Loss) Income and Comprehensive (Loss) Income

December 31, 2024, 2023 and 2022


(dollars in millions)		2024				2023				2022
Revenues		$	—			$	—			$	—
Other income, net			—				—				—
Cost of revenues			—				—				—
Selling, general and administrative expense			—				—				—
Depreciation and amortization expense			—				—				—
Goodwill impairment charge			—				—				—
Intangible asset impairment charge			—				—				—
Operating income (loss)			—				—				—
Interest expense			—				—				—
Interest income			—				—				—
Loss on extinguishment of debt			—				—				—
Other expense			—				—				—
Loss on disposal of fixed assets			—				—				—
(Loss) income before income taxes			—				—				—
Provision for (benefit from) income taxes			—				—				—
Earnings before equity in net (loss) income and comprehensive (loss) income of subsidiaries			—				—				—
Equity in net income (losses) and comprehensive income (losses) of subsidiaries			2.2				(8.2	)			130.8
Accretion to redemption value of redeemable convertible preferred stock			(12.7	)			(42.0	)			(38.8	)
Participation rights on if-converted basis			—				—				(60.2	)
Net (loss) income and comprehensive (loss) income		$	(10.5	)		$	(50.2	)		$	31.8

Emerald Holding, Inc. (parent company only)

Schedule I – Condensed Financial Information of Registrant

Notes to Condensed Financial Statements

December 31, 2024, 2023 and 2022

1. Basis of Presentation

In the parent-company-only financial statements, Emerald Holding, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company’s consolidated financial statements. A condensed statement of cash flows was not presented because Emerald Holding, Inc.’s net operating activities have no cash impact and there were no investing or financing cash flow activities during the fiscal years ended December 31, 2024, 2023 and 2022.

Income taxes and non-cash stock-based compensation have been allocated to the Company’s subsidiaries for the fiscal years ended December 31, 2024, 2023 and 2022.

Redeemable Convertible Preferred Stock

The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’ equity (deficit) when the stock contains contingent redemption features that are not solely within the Company’s control. Each share of redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. For each of the quarterly periods ending March 31, 2024, December 31, 2023 and September 30, 2023, the Company elected to pay dividends on the redeemable convertible preferred stock in cash, in an aggregate amount of $8.6 million for each such quarterly period.

On April 18, 2024, the Company announced it had delivered a notice informing holders of its redeemable convertible preferred stock, including Onex-related entities, that it had exercised its right to mandate that all shares of the redeemable convertible preferred stock be converted to shares of the Company’s common stock. On May 2, 2024 (the “Conversion Date”), each holder of redeemable convertible preferred stock received approximately 1.9717 shares of common stock for each share of redeemable convertible preferred stock held as of the Conversion Date, in accordance with the terms of the conversion feature as described in more detail above. Following the Conversion Date, no redeemable convertible preferred stock was outstanding, and all rights of the former holders of the redeemable convertible preferred stock were terminated.

Prior to its conversion, the Company had the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary thereof, 105% of the accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103% of the accreted liquidation preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference. In addition, if there was a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date, the Company had the right to redeem all, but not less than all, of the redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by which the accreted liquidation preference would have otherwise increased from the date of such redemption through the sixth anniversary of the closing.

2. Guarantees and Restrictions

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

Since the restricted net assets of Emerald X and its subsidiaries exceed 25% of the consolidated net assets of the Company and its subsidiaries as of the dates presented above, the condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the consolidated financial statements.