Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October ~~31, 2019,~~30, 2020, there were ~~71,417,658~~71,440,680 shares of the Registrant’s common stock, par value $0.01, outstanding.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect”, “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek” or “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this report are forward-looking statements. In addition, statements contained in this Quarterly Report on Form 10-Q relating to the COVID-19 pandemic, the potential impacts of which are inherently uncertain, are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect the trading price of our common stock on the New York Stock Exchange. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this report are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this report, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report.

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

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

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

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

These unaudited condensed consolidated financial statements do not include all disclosures required by GAAP, therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, ~~2018.~~2019. The December 31, ~~2018~~2019 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, ~~2018.~~2019.

The results for the three and nine months ended September 30, ~~2019~~2020 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period.

In March 2020, the World Health Organization categorized the Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In conjunction with this declaration and the spread of COVID-19 across the United States, recommendations and mandates were handed down by various local, state and federal government agencies regarding social distancing, containment areas and against large gatherings, as well as quarantine requirements. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, and various event venues announced indefinite closures. As a result of these and various other factors, management made the decision to cancel substantially all of the Company’s face-to-face events scheduled through the end of 2020. The ongoing effects of COVID-19 on the Company’s operations and event calendar have had, and will continue to have, a material negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak.

The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of multiple months due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Management cannot estimate with certainty (i) when the Company will be able to resume full or partial event operations and, once resumed, (ii) whether event exhibitors and attendees will attend the Company’s events. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. As a consequence, management cannot estimate the ultimate impact on the Company’s business, financial condition or near or longer term financial or operational results, but a net loss on a U.S. GAAP basis for the year ended December 31, 2020 is expected. During the nine months ended September 30, 2020, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to:

Further, Emerald maintains event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events. Specifically, Emerald is insured for losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19.

The aggregate limit under these event cancellation insurance policies is approximately $191.1 million in 2020 and $191.4 million in 2021 if losses arise for reasons within the scope of this policy. In addition to this primary policy, Emerald maintains a separate event cancellation insurance policy for the Surf Expo Summer 2020 and Surf Expo Winter 2021 shows, with a coverage limit of $6.0 million and $7.7 million, for each respective event.

The Company is in the process of pursuing claims under these insurance policies to offset the financial impact of cancelled and postponed events as a result of COVID-19. During the three and nine months ended September 30, 2020, the Company recorded Other income of $16.1 million and $64.3 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. Of the $64.3 million in Other income, $15.0 million was received during the second quarter, $39.8 million was received in the third quarter and $9.5 million was received in October 2020. These proceeds represent an interim payment in respect of the $137.1 million in event cancellation insurance claims filed in relation to events cancelled during the nine months ended September 30, 2020. These outstanding claims are subject to review and adjustment. There is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of employers to delay payment of employer payroll taxes during 2020 after the date of enactment. The Company estimates the payment of more than $2.0 million of employer payroll taxes otherwise due in 2020 will be delayed, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022.

As of September 30, 2020, the Company had $526.6 million of borrowings outstanding under the Amended and Restated Term Loan Facility and 0 borrowings outstanding under the Revolving Credit Facility.

Based on these actions, assumptions regarding the impact of COVID-19, and expected insurance recoveries, management believes that the Company’s current financial resources will be sufficient to fund its liquidity requirements for the next twelve months.

As of September 30, 2020, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities.

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. In March 2020, the COVID-19 outbreak was declared a pandemic. While the nature of the situation is dynamic, the Company has considered the impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions.

In ~~February~~August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting ~~Standards Update~~Standard (“ASU”) ~~2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification~~2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The objective of ~~Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). This update permitted entities~~the standard is to ~~reclassify tax effects stranded~~align the requirements for capitalizing implementation costs incurred in ~~accumulated other comprehensive income as~~ a ~~result~~hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software over the term of ~~tax reform from~~ the ~~Tax Cuts and Jobs Act.~~hosting arrangement, starting when the module or component of the hosting arrangement is ready for its intended use. The Company adopted ASU ~~2018-02~~2018-15 on January 1, ~~2019~~2020 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework, which modifies existing and includes new disclosure requirements on fair value measurements (“ASU 2018-13”). The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have an impact on the Company’s condensed consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), to simplify the accounting for share-based payments made to nonemployees. Under ASU 2018-07, accounting for share-based payments made to nonemployees is substantially the same as the accounting for share-based payments made to employees. Share based awards to nonemployees are measured at fair value on the grant date of the awards, with the need to assess the probability of satisfying performance conditions, if any are present. The Company adopted ASU 2018-07 on January 1, 2019 and the adoption did not have an impact on the Company’s condensed consolidated financial statements.

In July 2018, the FASB issued ASU 2018-09, Codification Improvements (“ASU 2018-09”). This standard did not prescribe any new accounting guidance, but instead made changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification (“ASC”). The Company adopted ASU 2018-07 on January 1, 2019 and the adoption did not have an impact on the Company’s condensed consolidated financial statements.

~~In February~~ 2016, the FASB issued ASU ~~2016-02, Leases~~2016-13, Financial Instruments - Credit Losses (Topic ~~842)~~326): Measurement of Credit Losses on Financial Instruments (“~~ASC 842”~~ASU 2016-13”)~~, which~~. ASU 2016-13 modifies how an entity accounts for credit losses for most financial assets and certain other instruments and requires ~~lessees~~entities to ~~recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability.~~estimate expected credit losses for trade receivables. The Company adopted ~~ASC 842~~ASU 2016-13 on January 1, ~~2019~~2020 and elected to use the modified retrospective transition method prescribed under ASC 842 to not restate comparative periods in transition and use the effective date of ASC 842 as the date of initial adoption. Additionally, the Company applied the available practical expedient of keeping leases with an initial term of twelve months or less off of the balance sheet. As a result of the adoption of ASC 842, the Company recorded right-of-use lease assets of $19.7 million and right-of-use lease liabilities of $21.1 million including the reclassification of approximately $1.4 million of unamortized lease incentives and deferred rent liabilities into the right-of-use lease asset balance. The adoption of ASC 842 did not have a material impact on the Company’s condensed consolidated statements of (loss) income and comprehensive (loss) income and condensed consolidated statements of cash flows. Additional information and disclosures required by this new standard are contained in Note 8, ~~Leases~~.

In ~~June 2016,~~December 2019, the FASB issued ASU ~~2016-13, Financial Instruments - Credit Losses~~2019-12, Income Taxes (Topic ~~326): Measurement of Credit Losses on Financial Instruments~~740) Simplifying the Accounting for Income Taxes (“ASU ~~2016-13”~~2019-12”). ASU ~~2016-13 modifies how an entity accounts~~2019-12 simplifies the accounting for ~~credit losses~~income taxes by removing certain exceptions and adding further guidance to simplify the accounting for ~~most financial assets~~income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The standard also clarifies and amends existing guidance to reduce complexity in certain ~~other instruments~~areas, including recognizing deferred taxes for tax goodwill and ~~requires entities~~allocating taxes to ~~estimate expected credit losses for trade receivables.~~members of a consolidated group. ASU ~~2016-13~~2019-12 is effective for ~~annual and interim~~ fiscal ~~reporting periods~~years beginning after December 15, ~~2019, with early~~2020, including interim periods within those fiscal years. Early adoption is permitted, ~~for annual reporting periods beginning after December 15, 2018.~~including adoption in an interim period. The Company is currently evaluating the impact of this standard on its condensed consolidated financial ~~statements~~statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden of accounting for (or recognizing the effects of) reference rate reform. The amendments in ASU 2020-04 are effective upon issuance through December 31, 2022 and ~~disclosures.~~may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto.

The COVID-19 pandemic has had, and will continue to have, a severe and unprecedented impact on the world. Measures to prevent its spread, including government-imposed restrictions on large gatherings, indefinite closures of event venues, “shelter in place” health orders and travel restrictions have had a significant effect on the production of the Company’s ~~primary source~~trade shows and other events. Due to the measures governments and private organizations implemented in order to stem the spread of COVID-19, the Company cancelled all trade shows and other events which had been scheduled to stage in the second half of March 2020 through September 30, 2020, as well as through October 31, 2020, and all but one trade show scheduled to stage in November 2020.

These actions have had an unprecedented and materially adverse impact on the Company’s revenues and financial position. The length of the travel restrictions and social distancing measures to prevent the spread of COVID-19 is uncertain.

Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event.

A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. ~~The Company recognizes revenue upon completion of each trade show.~~ Trade show revenues represented approximately 0 and ~~conference events~~68% of total revenues for the three and nine months ended September 30, 2020, respectively.Trade show revenues represented approximately 84% and 83% of total revenues for the three and nine months ended September 30, 2019, respectively. ~~Trade show and conference events revenues represented approximately 91% and 86% of total revenues for the three and nine months ended September 30, 2018, respectively.~~

Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to ~~the~~a trade ~~show or other event.~~show. Current deferred revenueswere $64.7 million and $149.0 million ~~and $158.2 million~~ as of September 30, 2020 and 2019, ~~and 2018,~~ respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of September 30, 2020 and 2019 ~~and 2018~~ were ~~$0.2~~$0.7 million and ~~$0.7~~$0.2 million, respectively, and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Total deferred revenues, including the current and noncurrent portions, were ~~$149.2~~$65.4 million and ~~$158.9~~$149.2 million, as of September 30, 2020 and 2019, respectively. During the three and ~~2018, respectively.~~nine months ended September 30, 2020, the Company recognized revenues of $2.3 million and $86.5 million, respectively, from amounts included in deferred revenue at the beginning of the respective period. During the three and nine months ended September 30, 2019, the Company recognized revenues of $71.4 million and $276.6 million, respectively, from amounts included in deferred revenue ~~during~~at the ~~respective period. During the three and nine months ended September 30, 2018, the Company recognized revenues~~beginning of ~~$90.2 million and $280.2 million, respectively, from amounts included in deferred revenue during~~ the respective period.

As a result of the measures to prevent the spread of COVID-19, the Company has experienced an unprecedented low level of booth space sales, registration fees and sponsorship fees and the associated cash received for future trade shows.In addition, the Company cancelled all trade shows and other events which had been scheduled to stage in the second half of March 2020 through September 30, 2020, as well as through October 31, 2020, and all but one trade show scheduled to stage in November 2020, which led to a significant decrease in deferred revenues. The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the condensed consolidated balance sheets as the net amount represents balances which are expected to be refunded to customers. As of September 30, 2020, cancelled event liabilities of $24.9 million represents $45.4 million of deferred revenues for cancelled trade shows offset by $20.5 million of related accounts receivable reclassified to cancelled event liabilities in the condensed consolidated balance sheets.

Forthe Company’s trade shows and other events, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s ~~customer~~customers are satisfied, which is typically at the completion of a show or event. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations.

For the Company’s other marketing services, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s ~~customer~~customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company expects to receive upon completion of its performance obligations.

The Company applies a practical expedient which allows the exclusion of disclosureinformation regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year are immaterial.

The Company’s primary sources of revenue are from trade shows, other events and other marketing ~~services derived from the Company’s trade shows and other events.~~ services.

Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets that fall under the scope of ASC Topic 606, Revenue from Contracts with Customers. Contract liabilities generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event. ~~The related revenue is recognized upon the completion of the applicable trade show or other event.~~ Contract liabilities less than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets as deferred revenues.Contract liabilities greater than one year from the date of the performance obligation are reported on the condensed consolidated balance sheets in other noncurrent liabilities.

The Company incurs sales commission costs in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and events and with sales of advertising for industry publications. The Company’s contracts with customers are generally short term, as sales generally begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited by each commission to be less than one year, and as a result, the Company expenses sales commissions as incurred. Sales commissions are reported on the condensed consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expenses.

The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including the current-period provision for expected credit losses for the three and nine months ended September 30, 2020, were not material.

On November 1, 2019, the Company acquired the assets and assumed the liabilities of G3 Communications for a total purchase price of $15.7 million during 2019 (the “2019 Acquisition”). The transaction qualified as an acquisition of a business and was accounted for as a business combination. The Company has 0t completed any acquisitions during the period ended September 30, 2020.

Depreciation expense related to property and equipment for the three and nine months ended September 30, 2020 was $0.4 million and $1.0 million, respectively. Depreciation expense related to property and equipment for the three and nine months ended September 30, 2019 was $0.2 million and $0.8 million, respectively. Losses on disposal were not material for the three and nine months ended September 30, 2020 and 2019.

Amortization expense for the three and nine months ended September 30, 2020 was $11.8 million and $36.2 million, respectively.Amortization expense for the three and nine months ended September 30, 2019 was $12.7 million and $38.5 million, respectively

During the first quarter of 2020, as a result of the COVID-19 pandemic, and the measures implemented to prevent its spread, management made the decision to cancel or postpone all of the Company’s face-to-face events scheduled through the end of July 2020. In addition, management believes that the COVID-19 outbreak will have a material negative impact on the Company’s financial results once the outbreak is contained. As such, in the first quarter of 2020, management revised its forecast for the future performance of several trade show brands. Management determined these circumstances to be a triggering event and an indicator it was more likely than not that the carrying amount of certain of its indefinite-lived intangible asset groups exceeded their fair value. The Company performed a quantitative analysis using “a relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded certain of the indefinite-lived trade names had a fair value below the carrying values as of March 31, 2020. As a result, the Company recognized an impairment charge of $46.2 million during the nine months ended September 30, 2020. The decline in fair value in certain indefinite-lived intangible assets compared to the carrying value is the result of changes in forecasted revenues and expenses. The impairment charge is recorded in intangible asset impairment charges on the condensed consolidated statements of income (loss) and comprehensive income (loss). There were 0 indefinite-lived intangible asset impairment charges recognized during the three months ended September 30, 2020. There were $4.9 million of indefinite-lived intangible asset impairment charges recognized during the three and nine months ended September 30, 2019.

The fair values of the Company’s indefinite-lived trade names are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rate is estimated using market evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. This fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, planned use of assets to support revenue growth, weighted average cost of capital, tax rates and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. The Company performs its indefinite-lived intangible assets impairment test at the asset group level and has determined it has multiple asset groups that are typically at the trade show brand level. The Company’s impairment of indefinite-lived intangible assets analysis is performed, and related impairment charge, is recorded, after the analysis and recognition of impairment of long-lived assets other than goodwill and indefinite-lived intangible assets and before the impairment of goodwill.

Indefinite-lived intangible asset impairment charges in the Commerce reportable segment and Design and Technology reportable segment were $24.1 million and $17.0 million, respectively, during the nine months ended September 30, 2020.

Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the fair value to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. The analysis for impairment of long-lived assets other than goodwill and indefinite-lived intangible assets is the first impairment analysis performed and related impairment charges are recognized before the impairment of indefinite-lived intangible assets analysis and impairment of goodwill analysis.

During the first quarter of 2020, as a result of the COVID-19 pandemic and the measures implemented to prevent its spread, management made the decision to cancel or postpone all of the Company’s face-to-face events scheduled through the end of July 2020. In addition, management believes that the COVID-19 outbreak will have a material negative impact on the Company’s financial results once the outbreak is contained. These factors, including management’s revised forecast for the future performance of brands, indicated the carrying value of certain trade names and customer relationships may not be recoverable. The Company evaluated the recoverability of the related intangible assets to be held and used by using level 3 inputs and comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. The recoverability test/income approach indicated that certain of the customer relationship intangible assets and definite-lived trade names were impaired which resulted in an impairment charge. As a result, the Company recognized an impairment charge of $13.2 million during the nine months ended September 30, 2020. The long-lived assets impaired during the nine months ended September 30, 2020 had a remaining fair value of $4.2 million as of March 31, 2020. Long-lived asset impairments in the Commerce reportable segment and Design and Technology reportable segment were $6.7 million and $5.7 million, respectively, during the nine months ended September 30, 2020. There were 0 long-lived asset impairment charges recognized during the three months ended September 30, 2020. There were $12.1 million of long-lived asset impairment charges recognized during the three and nine months ended September 30, 2019.

As discussed above, goodwill is assessed for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. As a result of the significant on-going impact of COVID-19 on the Company’s ability to stage live events, during the third quarter of 2020, management performed a qualitative review of facts and circumstances to determine whether it was more likely than not that the Company’s goodwill was impaired, and if, as a result, a quantitative impairment assessment was required to be performed as of September 30, 2020. Management’s review included identifying and weighting the significant factors that have impacted the Company’s operations in recent months, both positively and negatively, and comparing them to the facts, circumstances and assumptions that were applied in the impairment assessment that was performed in the first quarter of 2020, which are described above. As a result of that review, management determined that it was more likely than not that Emerald’s goodwill was not impaired and, therefore, no quantitative assessment for impairment was required as of September 30, 2020. As a result of the ongoing uncertainty surrounding the impact of COVID-19 on Emerald’s operations, there can be no assurance that management will be able to conclude in future periods that it is more likely than not that the Company’s goodwill, indefinite-lived intangible assets and long-lived assets other than goodwill are not impaired.

The Company tests for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. During the first quarter of 2020, the impact of COVID-19 on the travel and events industry, Emerald’s cancellation of all live events through the end of the second quarter as well as uncertainty around when the Company would be able to resume its normal operations, caused a significant and prolonged decline in the Company’s stock price, resulting in the market capitalization of the Company falling below its carrying value. As a result, management determined that a triggering event had occurred as it was more likely than not that the carrying values of all the Company’s reporting units exceeded their fair values. Accordingly, the Company performed a quantitative assessment of the Company’s fair value of goodwill as of March 31, 2020 using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of several reporting units exceeded their respective fair values, resulting in a goodwill impairment of $564.0 million during the nine months ended September 30, 2020. The fair values of the respective reporting units were determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense growth assumptions ranging from negative growth of 20.0% to growth of 5.0%, at a weighted average cost of capital (discount rate) ranging from 12.9% to 14.5%. The Company’s goodwill impairment analysis is performed, and related impairment charges recorded, after the impairment analysis and recognition of impairment charges for long-lived assets other than goodwill and indefinite-lived intangible assets. There were $9.3 million of goodwill impairment charges recognized during the three months ended September 30, 2019.

Goodwill impairment charges in the Commerce reportable segment and Design and Technology reportable segment were $340.6 million and $198.5 million, respectively, during the nine months ended September 30, 2020.

The Company also considers the amount of headroom for a reporting unit when considering whether a risk of impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. Based on the results of the interim impairment test performed as of March 31, 2020, the carrying value of the Company’s reporting units exceeded their fair values by $564.0 million. The carrying value of goodwill for all reporting units had 0 headroom as of March 31, 2020. Accordingly, a relatively small change in the underlying assumptions, including if the financial performance of the reporting unit does not meet expectations in future years or a further decline occurs in the market price of the Company’s common stock, may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill, for which the carrying amount is $416.3 million as of September 30, 2020.

Long-term debt related to the Amended and Restated Term Loan Facility is comprised of the following indebtedness to various lenders:

On February 14, 2020, Emerald Events Holding, Inc., the borrower under the Amended and Restated Senior Secured Credit Facilities, was renamed Emerald X, Inc (“Emerald X”). Emerald X had 0 and $10.0 million in borrowings outstanding under its Revolving Credit Facility as of September 30, 2020 and December 31, 2019, respectively. Emerald X had $1.0 million in stand-by letters of credit outstanding under the Revolving Credit Facility as of September 30, 2020 and December 31, 2019.For the period ended August 6, 2020, borrowings under the Revolving Credit Facility were subject to an interest rate equal to LIBOR plus 2.75% or ABR plus 1.75%. As a result of Company’s Total First Lien Net Leverage Ratio decreasing below 2.50 to 1.00 (as defined in the Amended and Restated Senior Secured Credit Facilities), from August 7, 2020 through September 30, 2020, borrowings under the Revolving Credit Facility were subject to an interest rate equal to LIBOR plus 2.25% or ABR plus 1.25%.

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

The Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio, which is defined as the ratio of Consolidated Total Debt (as defined in the Amended and Restated Senior Secured Credit Facilities) secured on a first lien basis, net of unrestricted cash and cash equivalents to trailing four-quarter Consolidated EBITDA (as defined in the Amended and Restated Senior Secured Credit Facilities). This financial covenant is tested on the last day of each quarter only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of September 30, 2020, the Company was not required to test this financial covenant and Emerald X was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities.

As of September 30, 2020, the Company’s assets measured at fair value on a recurring basis are categorized in the table below:

As of December 31, 2019, the Company’s assets measured at fair value on a recurring basis are categorized in the table below:

The market-based share awards liability of $0.6 million as of September 30, 2020 entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash value of $9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. The liability is measured at fair value and is re-measured to an updated fair value at each reporting period. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not. The stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of (loss) income and comprehensive (loss) income. Refer to Footnote 10, Stock-Based Compensation, under the heading Market-based Share Awards for significant unobservable inputs for the market-based share award liability.

The market-based share awards liability of $0.6 million as of December 31, 2019 entitles the grantees of these awards the right to receive shares of common stock equal to a maximum cash value of $16.9 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period.

The contingent consideration liability of $3.7 million and $4.3 million as of September 30, 2020 and December 31, 2019, respectively, is expected to be settled in 2022. The unobservable inputs used in calculating contingent consideration include probability weighted estimates regarding a multiple of the estimated EBITDA for the 2019 Acquisition. The fair value of $3.7 million as of September 30, 2020 was determined using a Monte Carlo simulation using a volatility rate of 45% and a discount rate of 11%. The fair value of $4.3 million as of December 31, 2019 was determined using a Monte Carlo simulation using a volatility rate of 30% and a discount rate of 10%. The liability is re-measured to fair value each reporting period using the Company’s most recent internal operational budget. The determination of the fair value of the contingent consideration liability could change in future periods based upon the Company’s ongoing evaluation of the changes in the probability of achieving the revenue or earnings targets that quantify the estimated EBITDA component. During the three and nine months ended September 30, 2020 there were remeasurement adjustments of $0.2 million and $0.7 million, respectively, recorded in the selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (loss) income. There were 0 payments of contingent consideration during the three and nine months ended September 30, 2020. There were 0 remeasurement adjustments or payments of contingent consideration during the three and nine months ended September 30, 2019.

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

On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of “Series A Convertible Participating Preferred Stock” (the “Preferred Stock”) for a purchase price of $5.60 per share (the “Series A Price”) and (ii) effect a rights offering (the “Rights Offering”) to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of Preferred Stock at the Series A Price per share. Onex agreed to purchase (the “Onex Backstop”) any and all Preferred Shares not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. On June 29, 2020 (the “First Closing Date”), Emerald received proceeds of $252.0 million, net of fees and expenses of $11.6 million, from the sale of Preferred Stock to Onex in the Initial Private Placement. Emerald used $50.0 of the net proceeds from the sale of Preferred Stock to repay outstanding debt under the Revolving Credit Facility and expects to use the remaining proceeds for general corporate purposes, including organic and acquisition growth initiatives. The Rights Offering subscription period ended on July 22, 2020. On July 24, 2020, the Company issued a further 1,727,427 shares of Preferred Stock pursuant to the Rights Offering and received net proceeds of approximately $9.7 million. Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of Preferred Stock were sold to Onex in exchange for approximately $121.3 million, net of fees and estimated expenses of $5.6 million.

Shares of the Preferred Stock may be converted at the option of the holder into a number of shares of common stock equal to the (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of Preferred Stock has an initial liquidation preference of $5.60, and will initially be convertible into approximately 1.59 shares of common stock, which is equivalent to the initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share. The conversion price is subject to customary anti-dilution adjustments upon the occurrence of certain events, including downward adjustment in the event the Company issues securities, subject to exceptions, at a price that is lower than the fair market value of such securities. Each share of Series A Preferred Stock will accumulate an accreting return at a rate per annum equal to 7% on the accreted liquidation preference, compounding quarterly, and paid in-kind by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or in-kind by adding to the accreted liquidation preference. During the three and nine months ended September 30, 2020, the Company recorded accretion of $5.9 million and $6.0 million, respectively, with respect to the Preferred Stock, bringing the aggregate liquidation preference to $406.1 million as of September 30, 2020. The accretion is reflected in the calculation of net income (loss) and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders.

Upon liquidation or dissolution of the Company, the holders of Preferred Stock are entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of Preferred Stock would have received if they had converted their Preferred Stock into common stock immediately prior to such liquidation or dissolution. Holders of Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis, and 0 dividends may be paid to holders of common stock unless the aggregate accreted liquidation preference on the Preferred Stock has been paid or holders of a majority of the outstanding Preferred Stock have consented to such dividends. If, at any time following the third anniversary of the First Closing Date the closing price per share of the Company’s common stock exceeds 175% of the then-applicable conversion price for at least 20 consecutive trading days, the Company may, at its option, and subject to certain liquidity conditions, cause any or all of the then outstanding shares of Preferred Stock to be converted automatically into common stock at the then applicable conversion price.

The Company has the right to redeem all, but not less than all, of the Preferred Stock on or after the six-year anniversary of the closing of the First Closing Date 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 is a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date, the Company has the right to redeem all, but not less than all, of the 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. If, after the Company ceases to have a controlling stockholder group, there is a change of control transaction involving the Company, holders of Preferred Stock may elect to (x) convert their Preferred Stock into shares of common stock at the then current conversion price or (y) require the Company to redeem the Preferred Stock for cash, at a price per share equal to the then-unpaid accreted liquidation preference.

Certain matters will require the approval of holders of a majority of the Preferred Stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the Preferred Stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of preferred stock or other equity securities in each case with rights to payments or distributions in which the Preferred Stock would not participate on a pro-rata, as-converted basis.

In addition, for so long as the Preferred Stock represents more than 30% of the outstanding common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of the Preferred Stock, the Company may not (i) incur new indebtedness to the extent certain financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the Preferred Stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a purchase price in excess of $100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make a voluntary filing for bankruptcy or commence a dissolution of the Company.

For so long as the Preferred Stock represents a minimum percentage of the outstanding shares of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the Preferred Stock, the holders of the Preferred Stock shall have the right to appoint up to 5 members of the Company’s board.

All decisions of the Company’s board with respect to the exercise or waiver of the Company’s rights relating to the Preferred Stock shall be determined by a majority of the Company’s directors that are not employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated Directors.

As part of the transactions contemplated by the Investment Agreement, the Company and Onex entered into a Registration Rights Agreement whereby Onex is entitled to certain demand and piggyback registration rights in respect of the Preferred Stock and the shares of common stock issuable upon conversion thereof.

Dividend activity for the first, second and third quarters of 2020 was as follows:

Dividend activity for the first, second and third quarters of 2019 was as follows:

On March 20, 2020, due to the negative impact of COVID-19 on the Company’s business, the Company’s Board of Directors (the “Board”) suspended the Company’s regular quarterly cash dividend on its common stock for periods beginning with the second quarter of 2020.

In July 2019, the Company’s Board authorized and approved a $30.0 million share repurchase program. The July 2019 Share Repurchase program was terminated on July 31, 2020. The Company settled the repurchase of 0 shares and 14,988 shares for 0 and $0.1 million during the three and nine months ended September 30, 2020, respectively. The Company settled the repurchase of 405,154 shares for $3.8 million during the three and nine months ended September 30, 2019.

November 2018 Share Repurchase Program (“November 2018 Share Repurchase Program”)

In November 2018, the Company’s Board authorized a $20.0 million share repurchase program. Pursuant to the November 2018 Share Repurchase Program, the Company did 0t settle the repurchase of any shares during the three and nine months ended September 30, 2020, and settled the repurchase of 0 shares and 43,437 shares for 0 and $0.6 million during the three and nine months ended September 30, 2019, respectively. There were 0 remaining amounts available for share repurchases as of September 30, 2020 in connection with this plan.

The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance or market conditions, as applicable, have been satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The related deferred tax benefit for stock-based compensation recognized was $0.4 million and $1.1 million for the three and nine months ended September 30, 2020, respectively. The related deferred tax benefit for stock-based compensation recognized was $0.5 million and $1.7 million for the three and nine months ended September 30, 2019, respectively.

In January 2019, the Company’s Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be customarily employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP.

The ESPP expense recognized by the Company was 0t material for the three and nine months ended September 30, 2020 and 2019. The Company’s initial ESPP offering period began in February 2019 and ended in August 2019. The Company issued 8,426 shares to employees in August 2019 at the end of the initial ESPP offering period. The Companyissued 8,212 shares to employees in February 2020 at the end of the second ESPP offering period. The

Company issued 19,406 shares to employees in August 2020 at the end of the third ESPP offering period. The next ESPP offering period began in August 2020 and will end in February 2021.

Stock option activity for the nine months ended September 30, 2020, was as follows:

The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on September 30, 2020, for those options for which the market price was in excess of the exercise price.

There was a total of $1.4 million unrecognized stock-based compensation expense at September 30, 2020 related to unvested stock options expected to be recognized over a weighted-average period of 0.8 years.

The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2020 was $1.3 million and $3.5 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2019 was $1.1 million and $3.4 million, respectively. There was a total of $8.1 million of unrecognized stock-based compensation expense at September 30, 2020 related to unvested RSUs expected to be recognized over a weighted-average period of 2.9 years.

In January 2020, the Company grantedperformance-based market condition share awards to one senior executive under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal to a maximum cash value of $4.9 millionin the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety day trading period. The performance-based market condition share awards granted in January 2020 remain unvested with an estimated weighted average conversion threshold of $21.09 per share, which would result in an estimated 45,718 shares of common stock to be issued upon vesting. Each of the estimated 45,718 shares of common stock has a weighted-average grant date fair value of $24.53 per share.

As of September 30, 2020, the liability for these awards was $0.6 million and is reported on the condensed consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the remaining outstanding awards granted in 2019 was $0.8 million. The grant date fair value of the 2020 awards was $1.1 million. The Company recognized a reduction to stock-based compensation expense relating to performance-based market condition share awards of 0 and $0.5 million for the three and nine months ended September 30, 2020, respectively. The Company recognized stock-based compensation expense relating to performance-based market condition share awards of $0.2 million and $0.3 million for the three and nine months ended September 30, 2019, respectively.

The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at September 30, 2020 were as follows:

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

Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2020 and 2019, unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met.There were 71,445,892 7% Series A Convertible Participating Preferred Stock shares outstanding which were convertible into 113,598,968 shares of common stock at September 30, 2020. These preferred stock shares were anti-dilutive for the three and nine months ended September 30, 2020 and are therefore excluded from the diluted (loss) income per common share calculation.

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

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

The Company’s U.S. federal statutory corporate income tax rate was 21% as of September 30, 2020. For the three and nine months ended September 30, 2020, the Company recorded benefits for income taxes of $6.4 million and $58.0million, respectively. For the three and nine months ended September 30, 2019, the Company recorded a benefit from income taxes of $3.6 million and a provision for income taxes of $10.3 million, respectively. The differences between the U.S. federal statutory and effective tax rates before discrete items are primarily attributable to the net effects of state income taxes and nondeductible officer compensation. The decrease in the Company’s deferred income tax liabilities during the nine months ended September 30, 2020 was primarily attributable to impairment charges recorded to tax deductible goodwill, which together with impairment charges to the non-deductible goodwill were treated as discrete items during the quarter and not as part of the estimated annual effective tax rate. Additionally, as a result of the impairment charges recorded for the nine months ended September 30, 2020, the Company recorded a valuation allowance against its deferred tax assets as management has determined that it is not more likely than not that there will be sufficient sources of future taxable income to support their realizability.

Liabilities for unrecognized tax benefits and associated interest and penalties were $1.3 million and $1.1 million as of September 30, 2020 and December 31, 2019, respectively.

The Company has entered into operating leases and other contractual obligations to secure real estate facilities, equipment and trade show venues. These agreements are not unilaterally cancelable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

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

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

The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker (the “CODM”) evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM.

The CODM evaluates performance based on the results of 6 executive brand portfolios, which represent the Company’s 6 operating segments. The brands managed by the Company’s segment managers do not necessarily align with specific industry sectors. Due to economic similarities and the nature of services, fulfillment processes of those services and types of customers, 4 operating segments are aggregated into 2 reportable segments, the Commerce and the Design and Technology reportable segments. In addition, 2 operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting. Therefore, results for these operating segments are included in the rows labeled "All Other" in the tables below for all periods presented. Each of the brand portfolios generate revenues through the production of trade show events, including booth space sales, registration fees and sponsorship fees. In addition, the segments generate revenues from marketing activities, including digital and print media.

Operating segment performance is evaluated by the Company’s CODM based on revenues and Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance.

The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income:

On October 5, 2020, the Company’s Board authorized and approved a new share repurchase program, pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate purchase price not to exceed $20.0 million through December 31, 2021, subject to early termination or extension by the Board. The share repurchase program may be suspended or discontinued at any time without notice.

This discussion and analysis of the financial condition and results of our operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Emerald Holding, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”), as filed with the SEC. You should review the disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in the Annual Report, and “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to the “Company”, “us,” “we,” “our,” and all similar expressions are references to Emerald Holding, Inc., together with its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

We are a leading operator of business-to-business trade shows in the United States. Leveraging our shows as key market-driven platforms, we combine our events with effective industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. We strive to build its customers’ businesses by creating opportunities that deliver tangible results.

All of our trade show franchises typically hold market-leading positions within their respective industry verticals, with significant brand value established over a long period of time. Each of our shows is held at least annually, with certain franchises offering multiple editions per year. As our shows are frequently the largest and most well attended in their respective industry verticals, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and network with industry peers, which we believe are factors that make our shows difficult to replace with non-face-to-face events. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.

In addition to organizing our trade shows, conferences and other events, we also operate online webinars, content and content-marketing websites and related digital products, and produce publications, each of which is aligned with a specific sector for which we organize an event. In addition to their respective revenues, these products complement our live events and provide us year-round channels of customer acquisition and development.

Our business is organized into two reportable segments, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker ("CODM"). The CODM evaluates performance based on the results of six executive brand portfolios, which represent our six operating segments. Based on an evaluation of economic similarities and the nature of services and types of customers, four of these operating segments have been aggregated into two reportable segments, the Commerce reportable segment and the Design and Technology reportable segment. The remaining two operating segments do not meet the quantitative thresholds to be considered reportable segments and are included in the “All Other” category. In addition, we have a Corporate-Level Activities category consisting of finance, legal, information technology and administrative functions.

The following discussion provides additional detailed disclosure for the two reportable segments, the All Other category and the Corporate-Level Activity category:

Commerce: This segment includes events and services covering merchandising, licensing, retail sourcing and marketing to enable professionals to make informed decisions and meet consumer demands.

Design and Technology: This segment includes events and services that support a wide variety of industries connecting businesses and professionals with products, operational strategies, and integration opportunities to drive new business and streamline processes and creative solutions.

All Other: This category consists of Emerald’s remaining operating segments, which provide diverse events and services but are not aggregated with the reportable segments. Each of the operating segments in the All Other category represents less than 10% of consolidated revenue and does not meet the criteria to be a separate reportable segment.

Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative functions.

We are primarily focused on generating organic growth by understanding and leveraging the drivers for increased exhibitor and attendee participation at trade shows. Creating new opportunities for exhibitors to influence their market, engage with significant buyers, generate incremental sales and expand their brand’s awareness in their industry builds further demand for exhibit space and strengthens the value proposition of a trade show, generally allowing us to modestly increase booth space pricing annually across our portfolio. At the same time, our trade shows provide attendees with the opportunity to enhance their industry connectivity, develop relationships with targeted suppliers and distributors, discover new products, learn about new industry developments, celebrate their industry’s achievements and, in certain cases, obtain continuing professional education credits, which we believe increases their propensity to return and, consequently, drives high recurring participation among our exhibitors. By investing in and promoting these tangible and return-on-investment linked outcomes, we believe we will be able to continue to enhance the value proposition for our exhibitors and attendees alike, thereby driving strong demand and premium pricing for exhibit space, sponsorship opportunities and attendee registration.

We are also focused on growing our national footprint through the acquisition of high-quality events that are leaders in their specific industry verticals. Since the Onex Acquisition in June 2013, we have completed 18 strategic acquisitions, with purchase prices, excluding the $335.0 million acquisition of GLM, ranging from approximately $5.0 million to approximately $54.0 million, and annual revenues ranging from approximately $1.3 million to approximately $15.1 million. Historically, we have completed acquisitions at EBITDA purchase multiples that are typically in the mid-to-high single digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets. In the future, we intend to look for acquisitions with similarly attractive valuation multiples.

There are a number of existing and developing factors and trends which impact the performance of our business, and the comparability of our results from year to year and from quarter to quarter, including:

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, cost of revenues, selling, general and administrative expenses, interest expense, depreciation and amortization, income taxes, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.

We generate revenues primarily from selling trade show exhibit space to exhibitors on a per square foot basis. Other trade show revenue streams include sponsorship, fees for ancillary exhibition services and attendee registration fees. Additionally, we generate revenue through conferences, digital media, online webinars and print publications that complement our trade shows. We also engage third-party sales agents to support our marketing efforts. More than 95% of our sales are made by our employees, with less than 5% made by third-party sales agents.

We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii) discontinued events, (iii) material show scheduling adjustments and (iv) event cancellations and postponements for which the Company has received, or expects to receive, claim proceeds from its event cancellation insurance policy. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy. Management and Emerald’s Board evaluate changes in Organic revenues to understand underlying revenue trends of its events. Organic revenue is not defined under accounting principles generally accepted in the United States of America (“GAAP”), and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Organic revenue reflects certain adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Organic revenue may not be comparable to other similarly titled measures used by other companies.

The most directly comparable GAAP measure to Organic revenue is revenues. For a reconciliation of Organic revenues to revenues as reported, see footnote 6 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019”.

•

Miscellaneous Expenses. Miscellaneous expenses are comprised of a variety of other expenses, including advertising and marketing costs, promotion costs, credit card fees, travel expenses, printing costs, office supplies and office rental expense. Direct trade show costs are recorded in cost of revenues. All other current liabilities in the condensed consolidated balance sheet and $0.2 million of the deferred payment was included in other noncurrent liabilities in the condensed consolidated balance sheet. As of December 31, 2018, $1.0 million of the deferred payment was included in accounts payable and other current liabilities and $0.8 million was included in other noncurrent liabilities in the condensed consolidated balance sheet. The acquisition was financed with cash from operations and a draw on the Company’s revolving credit facility.

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~All of the external acquisition~~ costs ~~of $0.7 million were expensed as incurred and included~~are recorded in selling, general and administrative ~~expenses in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The measurement period was closed in the fourth quarter of 2018.~~

(in millions)

October 15,
2018

Trade and other receivables

$
1.5

Prepaid expenses

1.9

Goodwill

29.2

Other intangible assets

24.6

Deferred revenues

(12.1
)
Purchase price, including working capital adjustment

$
45.1

~~Technology Brands~~

On August 20, 2018, the Company acquired certain assets and assumed certain liabilities associated with a technology event and a group of complementary technology intelligence brands serving the residential, commercial and security integrator markets from EH Publishing, Inc., for a total purchase price of $27.8 million, which included a negative working capital adjustment of approximately $0.5 million. The acquisition of the technology event, Total Tech Summit, and related brands CEPro, Commercial Integrator, Security Sales & Integration, and Campus Safety (collectively, the “Technology Brands”) was paid for with cash from operations.

All of the external acquisition costs of $0.6 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The measurement period was closed in the fourth quarter of 2018.

~~The following table summarizes the fair value of the assets and liabilities at the date of acquisition:~~

(in millions)

August 20,
2018

Prepaid expenses and other assets

$
1.5

Goodwill

14.2

Intangible assets

14.2

Deferred revenues

(1.7
)
Other current liabilities

(0.4
)
Purchase price, including working capital adjustment

$
27.8

~~Supplemental Pro-Forma Information~~

Supplemental information on an unaudited pro-forma basis is reflected as if each of the 2018 Acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes only and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the Company as a result of the 2018 Acquisitions. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2018

2018

(in millions)

(Unaudited)

Pro-forma revenues

$
105.8

$
335.6

Pro-forma net income

$
20.5

$
64.0

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

5.	~~Goodwill and Intangible Assets~~expenses.

~~Goodwill~~

~~The table below summarizes the changes in the carrying amount of goodwill:~~

(in millions)

Balance at December 31, 2018

$
1,036.5

Impairment charges

(9.3
)
Balance at September 30, 2019

$
1,027.2

~~Goodwill Impairment~~

The Company tests goodwill for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. During the third quarter of 2019, the Company revised its forecast for future performance and issued revised guidance to the investment community causing a prolonged decline in the Company’s stock price resulting in the market capitalization of the Company falling below the carrying value of its single reporting unit. Accordingly, the Company performed a quantitative assessment of the Company’s fair value of goodwill using income and market approaches with assumptions that are considered level 3 inputs and concluded that the Company’s carrying value of goodwill exceeded the Company’s fair value, resulting in a goodwill impairment charge of $9.3 million during the three and nine months ended September 30, 2019. The goodwill impairment charge is reported in goodwill and intangible asset impairment charges on the condensed consolidated statements of (loss) income and comprehensive (loss) income. There were no goodwill impairment charges recognized during the three and nine months ended September 30, 2018.

Determining the fair value of a reporting unit requires the application of judgment and may involve the use of significant estimates and assumptions including, projections of future cash flows, revenue growth rates, weighted average cost of capital, forecasting future sales and expenses, selecting appropriate discount rates and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting unit with the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares.

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Intangible Assets, Net~~

~~Intangible assets, net consisted of the following:~~

(in millions)

December 31,
2018

Additions

Impairments

Transfers

September 30,
2019

Indefinite-lived intangible assets

Trade names

$
117.6

$
—

$
(4.9
)

$
—

$
112.7

Amortizable intangibles

Customer-related intangibles

399.2

0.1

(11.3
)

—

388.0

Trade names

106.6

—

(3.5
)

—

103.1

Computer software

9.9

0.2

—

0.5

10.6

633.3

0.3

(19.7
)

0.5

614.4

Accumulated amortization

Customer-related intangibles

(190.9
)

(33.0
)

2.6

—

(221.3
)
Trade names

(1.0
)

(4.5
)

0.1

—

(5.4
)
Computer software

(6.6
)

(1.0
)

—

—

(7.6
)

(198.5
)

(38.5
)

2.7

—

(234.3
)
Capitalized software in progress

0.5

0.6

—

(0.5
)

0.6

Total intangible assets, net

$
435.3

$
(37.6
)

$
(17.0
)

$
—

$
380.7

Amortization expense for the three and nine months ended September 30, 2019 was $12.7 million and $38.5 million, respectively. Amortization expense for the three and nine months ended September 30, 2018 was $11.2 million and $33.5 million, respectively.

~~Impairment of Indefinite-Lived Intangible Assets~~

The Company tests indefinite-lived intangible assets for impairment annually on October 31, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. During the third quarter of 2019, the Company revised its forecast for the future performance of several trade show brands as the Company’s revenue expectations and pacing reflected a decline compared to the 2019 forecast due to the underperformance of these brands and an expected decrease in EBITDA driven by planned investments in technology and the execution of events. Management determined this to be a triggering event and an indicator it was more likely than not that the carrying amount of certain of its indefinite-lived intangible assets exceeded their fair value. The Company performed a quantitative analysis using “a relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded that certain of its indefinite-lived trade names had a fair value below the carrying value. As a result, the Company recognized an impairment charge of $4.9 million during the three and nine months ended September 30, 2019. The decline in fair value in certain indefinite-lived intangible assets compared to the carrying value is the result in changes in forecasted revenues and expenses. The impairment charge is reported in goodwill and intangible asset impairment charges on the condensed consolidated statements of (loss) income and comprehensive (loss) income. There were no indefinite-lived intangible asset impairment charges recognized during the three and nine months ended September 30, 2018.

The fair values of the Company’s indefinite-lived trade names are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rate is estimated using market evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. This fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, planned use of assets to support revenue growth, weighted average cost of capital, tax rate and royalty rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. The Company performs its indefinite-lived intangible assets impairment test at the asset group level and has determined it has multiple asset groups that are typically at the trade show brand level.

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Impairment of Long-Lived Assets~~

During the third quarter of 2019, the Company became aware of changes in circumstances, including the revised forecast for future performance of several trade show brands including its revised forecast for the future performance of several trade show brands as the Company’s revenue expectations and pacing reflected a decline compared to the 2019 forecast due to the underperformance of these brands and an expected decrease in EBITDA driven by planned investments in technology and the execution of events, which indicated the carrying value of certain trade names and customer relationships that may not be recoverable. The Company evaluated the recoverability of the related intangible assets using level 3 inputs to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. The recoverability test indicated that certain of the customer-related intangible assets and definite-lived trade names were impaired which resulted in an impairment charge. As a result, the Company recognized an impairment charge based on a measurement of fair value of those assets using an income approach of $12.1 million during the three and nine months ended September 30, 2019. The long-lived assets impaired during the three and nine months ended had a remaining fair value of $2.2 million as of September 30, 2019. The long-lived asset impairment charge is reported in goodwill and intangible asset impairment charges on the condensed consolidated statements of (loss) income and comprehensive (loss) income. There were no long-lived intangible asset impairment charges recognized during the three and nine months ended September 30, 2018.

6.	~~Property and Equipment~~

~~Property and equipment, net, consisted of the following:~~

(in millions)

September 30,
2019

December 31,
2018

Furniture, equipment and other

$
5.7

$
5.5

Leasehold improvements

2.4

2.3

8.1

7.8

Less: Accumulated depreciation

(4.3
)

(4.1
)
Property and equipment, net

$
3.8

$
3.7

Depreciation expense related to property and equipment for the three and nine months ended September 30, 2019 was $0.2 million and $0.8 million, respectively. Depreciation expense related to property and equipment for the three and nine months ended September 30, 2018 was $0.2 million and $0.7 million, respectively. Losses on disposals were not material for the three and nine months ended September 30, 2019 and 2018.

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

7.	~~Long-Term Debt~~

~~Long-term debt is comprised of the following indebtedness to various lenders:~~

(in millions)

September 30,
2019

December 31,
2018

Amended and Restated Term Loan Facility, with
   interest at LIBOR plus 2.75% (equal to 4.86% and
   5.27% as of September 30, 2019 and December 31,
   2018, respectively) and due 2024, net^(a)

$
526.5

$
529.9

Less: Current maturities

5.7

5.7

Long-term debt, net of current maturities, debt
   discount and deferred financing fees

$
520.8

$
524.2

~~(a)~~

The Amended and Restated Term Loan Facility, a seven-year $565.0 million senior secured term loan facility, scheduled to mature on May 22, 2024 (the “Amended and Restated Term Loan Facility”), as of September 30, 2019 was recorded net of unamortized discount of $3.2 million and net of unamortized deferred financing fees of $2.6 million. The Amended and Restated Term Loan Facility as of December 31, 2018 was recorded net of unamortized discount of $3.0 million and net of unamortized deferred financing fees of $3.6 million. The fair market value of the Company’s total debt under the Amended and Restated Term Loan Facility was $519.0 million as of September 30, 2019.

~~Amended and Restated Revolving Credit Facility~~

Emerald Expositions Holding, Inc. (“EEH”) had $6.0 million and $40.0 million in borrowings outstanding under its Amended and Restated Revolving Credit Facility as of September 30, 2019 and December 31, 2018, respectively. During the nine months ended September 30, 2019, EEH repaid $40.0 million under the Amended and Restated Revolving Credit Facility. There were $6.0 million in borrowings by EEH under the Amended and Restated Revolving Credit Facility during the nine months ended September 30, 2019. EEH had $1.0 million and $0.9 million in stand-by letters of credit under the Amended and Restated Revolving Credit Facility as of September 30, 2019 and December 31, 2018, respectively.

~~Interest Expense~~Stock Options

~~Interest expense reported in the condensed consolidated statements of (loss) income and comprehensive (loss) income consists of the following:~~

Three months ended
September 30,

Nine months ended
September 30,

(in millions)

2019

2018

2019

2018

Senior secured term loan

$
6.8

$
6.8

$
21.0

$
19.6

Non-cash interest for amortization of debt discount
and debt issuance costs

0.4

0.4

1.0

1.3

Realized and unrealized loss on interest rate swap
and floor, net

—

—

—

(0.3
)
Revolving credit facility commitment fees

0.3

0.1

1.3

0.5

Total interest expense

$
7.5

$
7.3

$
23.3

$
21.1

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Covenants~~

The Amended and Restated Revolving Credit Facility contains a financial covenant requiring EEH to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio, which is defined as the ratio of Consolidated Total Debt (as defined in the Amended and Restated Senior Secured Credit Facilities) secured on a first lien basis, net of unrestricted cash and cash equivalents to trailing four-quarter Consolidated EBITDA (as defined in the Amended and Restated Senior Secured Credit Facilities). This financial covenant is tested quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit) exceeds 35% of the total commitments thereunder. As of September 30, 2019, the Company was not required to test this financial covenant and EEH was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities.

8.	~~Leases~~

The Company ~~determines if an arrangement is or contains a lease at contract inception. The Company's leases consist~~recognized stock-based compensation expense relating to stock option activity of operating leases for office space and certain equipment through operating leases. The Company does not have any financing leases. For arrangements where the Company is the lessee, a right-of-use lease asset, representing the underlying asset during the lease term, and a right-of-use lease liability, representing the payment obligation arising from the lease, are recognized on the balance sheet at lease commencement based on the present value of the payment obligation. Right-of-use lease assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company's leases have a remaining contractual term of 9 months to 8 years, some of which include options to extend the lease term for up to five years and options to terminate. The options to extend certain lease terms or terminate certain leases are at the sole discretion of the Company. As the Company is not reasonably certain that it will exercise these options, none of the options to modify the lease terms are included in the Company’s right-of-use lease assets and right-of-use lease liabilities as of September 30, 2019. The Company’s ~~weighted-average remaining lease term was 6.4 years as of September 30, 2019.~~

Short-term operating leases with a contractual term of 12 months or less are not recorded on the balance sheet, but instead are expensed as incurred and included as selling, general and administrative expense on the condensed consolidated statements of (loss) income and comprehensive (loss) income and are considered rent expense. Short-term operating lease costs were not material for the three and nine months ended September 30, 2019. Leases with a duration of less than one month are not included in rent expense. Rent expense is recognized on a straight-line basis over the lease term. Rent expense was $1.1$0.2 million and ~~$3.3~~$1.5 million for the three and nine months ended September 30, ~~2019, respectively. Rent expense was $0.9 million and $2.9 million for the three and nine months ended September 30, 2018,~~2020, respectively. The Company ~~reported $0.3 million and $0.9 million in rent~~recognized stock-based compensation expense ~~on the condensed consolidated statements~~relating to stock option activity of ~~(loss) income and comprehensive (loss) income as cost of revenues and~~ $0.8 million and $2.4 million in rent expense on the condensed consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense for the three and nine months ended September 30, 2019, respectively.

~~Certain of the Company's lease agreements include variable lease payments. Variable lease costs were $0.1 million and $0.2~~$2.7 million for the three and nine months ended September 30, 2019, respectively.

~~Maturities of right-of-use lease liabilities~~Stock option activity for the ~~remaining five years~~nine months ended September 30, 2020, was as follows:

				Weighted-Average
	Number of Options			Exercise Price per Option		Remaining Contractual Term		Aggregate Intrinsic Value
	(thousands)					(years)		(millions)
Outstanding at December 31, 2019		7,151		$	12.74		4.4	$	5.8
Granted		—			—
Exercised		(9	)		8.00
Forfeited		(2,736	)		11.62
Outstanding at September 30, 2020		4,406		$	13.45		4.5	$	—
Exercisable at September 30, 2020		3,380		$	12.66		3.4	$	—

Restricted Stock Units (“RSUs”)

The Company periodically grants RSUs that contain service and, ~~thereafter~~in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2020 was $1.3 million and $3.5 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, 2019 was $1.1 million and $3.4 million, respectively. There was a total of $8.1 million of unrecognized stock-based compensation expense at September 30, 2020 related to unvested RSUs expected to be recognized over a weighted-average period of 2.9 years.

RSU activity for the nine months ended September 30, 2020 was as follows:

(share data in thousands, except per share data)	Number of RSUs			Weighted Average Grant Date Fair Value per Share
Unvested balance, December 31, 2019		668		$	15.00
Granted		1,043			8.89
Forfeited		(233	)		10.38
Vested		(183	)		15.04
Unvested balance, September 30, 2020		1,295		$	10.38

Emerald Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Market-based Share Awards

The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at September 30, 2020 were as follows:

(in millions)

September 30,
2019

Remaining three months of 2019

$
1.0

2020

4.3

2021

3.8

2022

3.3

2023

3.2

Thereafter

8.2

Minimum lease payments

$
23.8

Less: Imputed interest

(3.7
)
Present value of minimum lease payments

$
20.1

	September 30, 2020
Expected volatility		55.00	%
Dividend yield		0.00	%
Risk-free interest rate		0.61	%
Weighted-average expected term (in years)	3.8

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

Emerald ~~Expositions Events,~~Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

11.	Earnings Per Share

Basic earnings per share is computed using the weighted-average number of ~~December 31, 2018, minimum lease payments under operating leases by~~common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2020 and 2019, unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met.There were 71,445,892 7% Series A Convertible Participating Preferred Stock shares outstanding which were convertible into 113,598,968 shares of common stock at September 30, 2020. These preferred stock shares were anti-dilutive for the three and nine months ended September 30, 2020 and are therefore excluded from the diluted (loss) income per common share calculation.

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

(in millions)

December 31,
2018

2019

$
3.9

2020

4.0

2021

3.4

2022

3.0

2023

3.0

Thereafter

7.9

Total

$
25.2

	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in millions, share data in thousands except earnings per share)	2020			2019			2020			2019
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc.	$	(15.3	)	$	(19.7	)	$	(575.5	)	$	18.2
Accumulated accretion on 7% Series A Convertible Participating Preferred stock		(7.0	)		—			(7.1	)		—
Net (loss) income and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders	$	(22.3	)	$	(19.7	)	$	(582.6	)	$	18.2
Weighted average common shares outstanding		71,484			71,796			71,437			71,843
Basic (loss) earnings per share	$	(0.31	)	$	(0.27	)	$	(8.16	)	$	0.25
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common shareholders	$	(22.3	)	$	(19.7	)	$	(582.6	)	$	18.2
Diluted effect of stock options		—			—			—			909
Diluted weighted average common shares outstanding		71,484			71,796			71,437			72,752
Diluted (loss) earnings per share	$	(0.31	)	$	(0.27	)	$	(8.16	)	$	0.25
Anti-dilutive employee share awards excluded from diluted earnings per share calculation		5,651			5,332			5,650			5,131

~~Supplemental cash flow and other information related to leases was as follows:~~

Three Months
Ended
September 30,

Nine Months
Ended
September 30,

(in millions)

2019

2019

Cash paid for amounts included in the measurement of right-of-use lease
   liabilities:

Cash paid reported as operating activities on the condensed consolidated
   statements of cash flows

$
1.0

$
3.3

Right-of-use lease assets obtained in exchange for new right-of-use lease
   liabilities

$
0.8

$
1.5

The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company determined the discount rate based on its incremental borrowing rate using the portfolio approach. The Company’s weighted-average discount rate used to measure right-of-use lease liabilities was 5.17%.

9.	~~Fair Value Measurements~~

~~As of September 30, 2019, the Company’s assets measured at fair value on a recurring basis are categorized in the table below:~~

(in millions)

Total

Level 1

Level 2

Level 3

Assets

Cash and cash equivalents

$
13.6

$
13.6

$
—

$
—

Total assets at fair value

$
13.6

$
13.6

$
—

$
—

~~As of December 31, 2018, the Company’s assets measured at fair value on a recurring basis are categorized in the table below:~~

(in millions)

Total

Level 1

Level 2

Level 3

Assets

Cash and cash equivalents

$
20.5

$
20.5

$
—

$
—

Total assets at fair value

$
20.5

$
20.5

$
—

$
—

1725

Emerald ~~Expositions Events,~~Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~10.~~12.

~~Shareholders’ Equity and Stock-Based Compensation~~Income Taxes

~~Dividends~~

~~Dividend activity~~The Company determines its interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the ~~first, second and third quarters of 2019 was as follows:~~

(dollars in millions, except per share values)

Three Months Ended
March 31, 2019

Three Months Ended
June 30, 2019

Three Months Ended
September 30, 2019

Dividend declared on

February 5, 2019

April 30, 2019

July 30,2019

Shareholders of record on

February 19, 2019

May 14, 2019

August 13, 2019

Dividend paid on

March 05, 2019

May 28, 2019

August 27, 2019

Dividend per share

$
0.0725

$
0.0750

$
0.0750

Cash dividend paid

$
5.2

$
5.4

$
5.4

~~Dividend activity~~full fiscal year to the (loss) income before income taxes for the ~~first, second and third quarters of 2018 was as follows:~~

(dollars in millions, except per share values)

Three Months Ended
March 31, 2018

Three Months Ended
June 30, 2018

Three Months Ended
September 30, 2018

Dividend declared on

January 26, 2018

May 1, 2018

July 31, 2018

Shareholders of record on

February 9, 2018

May 15, 2018

August 4, 2018

Dividend paid on

February 23, 2018

May 29, 2018

August 28, 2018

Dividend per share

$
0.0700

$
0.0725

$
0.0725

Cash dividend paid

$
5.1

$
5.3

$
5.3

~~Share Repurchases~~

~~November 2018 Share Repurchase Program~~

period. In ~~November 2018,~~determining the ~~Company’s Board of Directors (the “Board”) authorized a $20.0 million share repurchase program. Under the terms of the November 2018 Share Repurchase Program,~~full year effective tax rate estimate, the Company ~~has~~does not include the ~~ability~~estimated impact of unusual and/or infrequent items, which may cause significant variations in the expected relationship between income tax expense (benefit) and pre-tax income (loss). Significant judgment is exercised in determining the income tax provision due to ~~repurchase shares through open market purchases (either with or without a 10b5-1 plan), block~~ transactions, ~~privately negotiated purchases or otherwise, through December 31, 2019.~~ credits and estimates where the ultimate tax determination is uncertain.

The ~~November 2018 Share Repurchase Program did not require the Company to acquire any specific number~~Company’s U.S. federal statutory corporate income tax rate was 21% as of ~~shares. Pursuant to the November 2018 Share Repurchase Program, the Company did not settle the repurchase of any shares during the three months ended~~ September 30, 2019 and 43,437 shares for $0.6 million during the nine months ended September 30, 2019, bringing the aggregate total of common stock repurchased in connection with the November 2018 Share Repurchase Program to 1,670,685 shares for aggregate consideration of $20.0 million. During2020. For the three and nine months ended September 30, ~~2018~~2020, the Company recorded benefits for income taxes of $6.4 million and $58.0million, respectively. For the three and nine months ended September 30, 2019, the Company recorded a benefit from income taxes of $3.6 million and a provision for income taxes of $10.3 million, respectively. The differences between the U.S. federal statutory and effective tax rates before discrete items are primarily attributable to the net effects of state income taxes and nondeductible officer compensation. The decrease in the Company’s deferred income tax liabilities during the nine months ended September 30, 2020 was primarily attributable to impairment charges recorded to tax deductible goodwill, which together with impairment charges to the non-deductible goodwill were treated as discrete items during the quarter and not as part of the estimated annual effective tax rate. Additionally, as a result of the impairment charges recorded for the nine months ended September 30, 2020, the Company recorded a valuation allowance against its deferred tax assets as management has determined that it is not more likely than not that there will be sufficient sources of future taxable income to support their realizability.

Liabilities for unrecognized tax benefits and associated interest and penalties were ~~no shares repurchased. There were no remaining amounts available for share repurchases~~$1.3 million and $1.1 million as of September 30, 2020 and December 31, 2019, respectively.

13.	Commitments and Contingencies

Leases and Other Contractual Arrangements

Legal Proceedings and Contingencies

The Company is subject to litigation and other claims in ~~connection with~~ the ~~November 2018 Share Repurchase Program.~~ordinary course of business. In the opinion of management, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows.

18In the opinion of management, there are no claims, commitments or guarantees pending to which the Company is party that would have a material adverse effect on the condensed consolidated financial statements.

14.	Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of the following:

(in millions)	September 30, 2020		December 31, 2019
Accrued personnel costs	$	10.8	$	8.3
Accrued event costs		3.2		3.8
Trade payables		5.4		5.7
Other current liabilities		2.0		4.3
Accrued interest		—		0.1
Total accounts payable and other current liabilities	$	21.4	$	22.2

Emerald ~~Expositions Events,~~Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

15.	Segment Information

~~July~~The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker (the “CODM”) evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM.

Emerald Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net income:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2020			2019			2020			2019
Revenues
Commerce	$	1.7		$	50.8		$	52.7		$	178.7
Design and Technology		5.0			20.6			45.7			109.2
All Other		1.8			4.2			16.8			28.1
Total revenues	$	8.5		$	75.6		$	115.2		$	316.0

Other Income
Commerce	$	10.7		$	6.1		$	45.3		$	6.1
Design and Technology		3.1			—			16.0			—
All Other		2.3			—			3.0			—
Total other income	$	16.1		$	6.1		$	64.3		$	6.1

Adjusted EBITDA
Commerce	$	6.0		$	31.3		$	55.2		$	105.9
Design and Technology		1.4			6.6			24.0			43.5
All Other		0.2			(0.4	)		3.1			7.3
Subtotal Adjusted EBITDA	$	7.6		$	37.5		$	82.3		$	156.7

General corporate and other expenses	$	(10.8	)	$	(8.8	)	$	(28.7	)	$	(27.4	)
Interest expense		(4.2	)		(7.5	)		(16.5	)		(23.3	)
Goodwill impairment charges		—			(9.3	)		(564.0	)		(9.3	)
Intangible asset impairment charges		—			(17.0	)		(59.4	)		(17.0	)
Depreciation and amortization		(12.2	)		(12.9	)		(37.2	)		(39.3	)
Stock-based compensation		(1.5	)		(1.9	)		(4.2	)		(6.1	)
Deferred revenue adjustment		—		-				—			(0.2	)
Other items		(0.6	)		(3.4	)		(5.8	)		(5.6	)
Income (loss) before income taxes	$	(21.7	)	$	(23.3	)	$	(633.5	)	$	28.5

16.	Subsequent Event

October 2020 Share Repurchase Program

~~In July 2019,~~On October 5, 2020, the Company’s Board authorized and approved a ~~$30.0 million~~new share repurchase ~~program. Under the terms of the July 2019 Share Repurchase Program,~~program, pursuant to which the Company ~~has the ability~~may, from time to ~~repurchase~~time, purchase shares of its common stock for an aggregate purchase price not to exceed $20.0 million through ~~open market purchases (either with or without a 10b5-1 plan), block transactions, privately negotiated purchases or otherwise, through July~~December 31, ~~2020,~~2021, subject to early termination or extension by the Board. The ~~July~~share repurchase program may be suspended or discontinued at any time without notice.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of the financial condition and results of our operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Emerald Holding, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2019 ~~Share Repurchase Program~~(the “Annual Report”), as filed with the SEC. You should review the disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” in the Annual Report, and “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to the “Company”, “us,” “we,” “our,” and all similar expressions are references to Emerald Holding, Inc., together with its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Overview

Reportable Segments

The following discussion provides additional detailed disclosure for the two reportable segments, the All Other category and the Corporate-Level Activity category:

Commerce: This segment includes events and services covering merchandising, licensing, retail sourcing and marketing to enable professionals to make informed decisions and meet consumer demands.

All Other: This category consists of Emerald’s remaining operating segments, which provide diverse events and services but are not aggregated with the reportable segments. Each of the operating segments in the All Other category represents less than 10% of consolidated revenue and does not ~~obligate~~meet the ~~Company~~criteria to be a separate reportable segment.

Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and administrative functions.

Organic Growth Drivers

Acquisitions

We are also focused on growing our national footprint through the acquisition of high-quality events that are leaders in their specific industry verticals. Since the Onex Acquisition in June 2013, we have completed 18 strategic acquisitions, with purchase ~~any specific~~prices, excluding the $335.0 million acquisition of GLM, ranging from approximately $5.0 million to approximately $54.0 million, and annual revenues ranging from approximately $1.3 million to approximately $15.1 million. Historically, we have completed acquisitions at EBITDA purchase multiples that are typically in the mid-to-high single digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets. In the future, we intend to look for acquisitions with similarly attractive valuation multiples.

Trends and Other Factors Affecting Our Business

There are a number of ~~shares.~~existing and developing factors and trends which impact the performance of our business, and the comparability of our results from year to year and from quarter to quarter, including:

•

Severe Impact of COVID-19 — In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In conjunction with this declaration and the spread of COVID-19 across the United States, recommendations and mandates were handed down by various local, state and federal government agencies regarding social distancing, containment areas and against large gatherings, as well as quarantine requirements. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, and various event venues announced indefinite closures. As a result of these and various other factors, management made the decision to cancel or postpone a significant portion of our event calendar for the remainder of 2020 and the first quarter of 2021. The ongoing effects of COVID-19 on the Company’s operations and event calendar have had, and are expected to continue to have, a material negative impact on its financial results and liquidity. For more information, see “Risk Factors – The global COVID-19 pandemic has had a material detrimental impact on our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time” and “—Liquidity and Capital Resources.”

•

Market Fragmentation — The trade show industry is highly fragmented, with the three largest companies, including Emerald, comprising only 10% of the wider U.S. market according to the AMR International Globex Report 2018. This has afforded us the opportunity to acquire other trade show businesses, a growth opportunity we expect to continue pursuing. These acquisitions may affect our growth trends, impacting the comparability of our financial results on a year-over-year basis.

•

Overall Economic Environment and Industry Sector Cyclicality — Our results of operations are correlated, in part, with the economic performance of the industry sectors that our trade shows serve, as well as the state of the overall economy.

•

Lag Time — As the majority of our exhibit space is sold during the twelve months prior to each trade show, there is often a timing difference between changes in the economic conditions of an industry sector vertical and their effect on our results of operations. This lag time can result in a counter-cyclical impact on our results of operations.

•

Variability in Quarterly Results — Our business is seasonal, with trade show revenues typically reaching their highest levels during the first and third quarters of each calendar year, and their lowest level during the fourth quarter, entirely due to the timing of our trade shows. This seasonality is typical within the trade show industry. However, as a result of event cancellations and postponements due to COVID-19, future results may not align with this historical trend. Since event revenue is recognized when a particular event is held, we may also experience fluctuations in quarterly revenue and cash flows based on the movement of annual trade show dates from one quarter to another. Our presentation of Adjusted EBITDA accounts for these quarterly movements and the timing of shows, where applicable and material.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The Company settled the repurchase of 405,154 shares for $3.8 million during the three and nine months ended September 30, 2019 related to the July 2019 Share Repurchase Program. There was $26.2 million remaining available for share repurchases under the program as of September 30, 2019.

~~Stock-Based Compensation~~

~~The Company recognizes cumulative stock-based compensation expense for the portion~~key indicators of the ~~awards for which the service period~~financial condition and operating performance ~~or market conditions, as applicable, have been satisfied. Stock-based compensation expense is included in~~of our business are revenues, cost of revenues, selling, general and administrative expenses, interest expense, depreciation and amortization, income taxes, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.

Revenues

We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and dispositions, (ii) discontinued events, (iii) material show scheduling adjustments and (iv) event cancellations and postponements for which the Company has received, or expects to receive, claim proceeds from its event cancellation insurance policy. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy. Management and Emerald’s Board evaluate changes in Organic revenues to understand underlying revenue trends of its events. Organic revenue is not defined under accounting principles generally accepted in the ~~condensed consolidated statements~~United States of ~~(loss) income~~America (“GAAP”), and ~~comprehensive (loss) income.~~ has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Organic revenue reflects certain adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Organic revenue may not be comparable to other similarly titled measures used by other companies.

Organic Revenue

The ~~related deferred tax benefit for stock-based compensation recognized was $0.5 million and $1.7 million for~~most directly comparable GAAP measure to Organic revenue is revenues. For a reconciliation of Organic revenues to revenues as reported, see footnote 6 to the ~~three and nine months ended~~table under the heading “—Results of Operations—Three Months Ended September 30, ~~2019, respectively. The related deferred tax benefit for stock-based compensation recognized was $0.5 million and $1.1 million for the three and nine months ended~~2020 Compared to Three Months Ended September 30, ~~2018, respectively.~~2019”.

~~Emerald Expositions Events, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”)~~

In January 2019, the Company’s Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be customarily employed for at least 20 hours per week, have completed at least 6 monthsCost of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP.Revenues

The ESPP expense recognized by the Company was not material for the three and nine months ended September 30, 2019 and was zero for the three and nine months ended September 30, 2018. The Company’s initial ESPP offering period began in February 2019 and ended in August 2019. The Company issued 8,426 shares to employees in August 2019 at the end of the initial ESPP offering period. The Company’s second ESPP offering period began in August 2019 and will end in February 2020.

•

Decorating Expenses. We work with general service contractors to both set up communal areas of our trade shows and provide services to our exhibitors, who primarily contract directly with the general service contractors. We will usually select a single general service contractor for an entire show, although it is possible to bid out packages of work within a single show on a piecemeal basis to different task-specific specialists.

•

Sponsorship Costs. We often enter into long-term sponsorship agreements with industry trade associations whereby the industry trade association endorses and markets the show to its members in exchange for a percentage of the show’s revenue.

•

Venue Costs. Venue costs represent rental costs for the venues, usually convention centers or hotels, where we host our trade shows. Given that convention centers are typically owned by local governments who have a vested interest in stimulating business activity in and attracting tourism to their cities, venue costs typically represent a small percentage of our total cost of revenues.

•

Costs of Other Marketing Services. Costs of other marketing services represent paper, printing, postage, contributor and other costs related to digital media and print publications.

•

Other Event-Related Expenses. Other event-related costs include temporary labor for services such as security, shuttle buses, speaker fees, food and beverage expenses and event cancellation insurance.

Selling, General and Administrative Expenses

•

Labor Costs. Labor costs represent the cost of employees who are involved in sales, marketing, planning and administrative activities. The actual on-site set-up of the events is contracted out to third-party vendors and is included in cost of revenues.

•

Stock Options

The Company recognized stock-based compensation expense relating to stock option activity of $0.2 million and $1.5 million for the three and nine months ended September 30, 2020, respectively. The Company recognized stock-based compensation expense relating to stock option activity of $0.8 million and $2.7 million for the three and nine months ended September 30, 2019, respectively. ~~The Company recognized stock-based compensation expense relating to stock option activity of $0.8 million and $2.3 million for the three and nine months ended September 30, 2018, respectively.~~

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

Stock option activity for the nine months ended September 30, ~~2019,~~2020, was as follows:

Weighted-Average

Number of
Options

Exercise Price
per Option

Remaining
Contractual
Term

Aggregate
Intrinsic
Value

(option data in thousands, except per option data)

(years)

(millions)

Outstanding at December 31, 2018

7,085

$
12.62

Granted

988

12.29

Exercised

(358
)

8.00

Forfeited

(257
)

15.53

Outstanding at September 30, 2019

7,458

$
12.70

4.6

$
3.8

Exercisable at September 30, 2019

5,306

$
11.42

2.9

$
3.8

				Weighted-Average
	Number of Options			Exercise Price per Option		Remaining Contractual Term		Aggregate Intrinsic Value
	(thousands)					(years)		(millions)
Outstanding at December 31, 2019		7,151		$	12.74		4.4	$	5.8
Granted		—			—
Exercised		(9	)		8.00
Forfeited		(2,736	)		11.62
Outstanding at September 30, 2020		4,406		$	13.45		4.5	$	—
Exercisable at September 30, 2020		3,380		$	12.66		3.4	$	—

The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on September 30, ~~2019,~~2020, for those options for which the market price was in excess of the exercise price.

There was a total of ~~$4.5~~$1.4 million unrecognized stock-based compensation expense at September 30, ~~2019~~2020 related to unvested stock options expected to be recognized over a weighted-average period of ~~1.0~~0.8 years.

Restricted Stock Units (“RSUs”)

The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, ~~2019~~2020 was ~~$1.1~~$1.3 million and ~~$3.4~~$3.5 million, respectively. Stock-based compensation expense relating to RSU activity recognized in the three and nine months ended September 30, ~~2018~~2019 was $1.1 million and ~~$2.2~~$3.4 million, respectively. There was a total of ~~$6.3~~$8.1 million of unrecognized stock-based compensation expense at September 30, ~~2019~~2020 related to unvested RSUs expected to be recognized over a weighted-average period of 2.9 years.

RSU activity for the nine months ended September 30, ~~2019~~2020 was as follows:

(share data in thousands, except per share data)	Number of RSUs			Weighted Average Grant Date Fair Value per Share		Number of RSUs			Weighted Average Grant Date Fair Value per Share
Unvested balance, December 31, 2018		403		$	20.91
Unvested balance, December 31, 2019							668		$	15.00
Granted		507			12.30		1,043			8.89
Forfeited		(99	)		18.48		(233	)		10.38
Vested		(114	)		21.12		(183	)		15.04
Unvested balance, September 30, 2019		697		$	14.94
Unvested balance, September 30, 2020							1,295		$	10.38

2023

Emerald ~~Expositions Events,~~Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Market-based Share Awards

In ~~June 2019,~~January 2020, the Company grantedperformance-based market condition share awards to ~~two~~one senior ~~executives~~executive under the ~~Emerald Expositions Events, Inc.~~ 2017 Omnibus Equity Plan, which entitle ~~these employees~~this employee the right to receive shares of common stock equal to a maximum ~~value~~ cash value of ~~$16.9~~$4.9 millionin the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety day trading period. The performance-based market condition share awards granted in January 2020 remain unvested with an estimated weighted average conversion threshold of $21.09 per share, which would result in an estimated 45,718 shares of common stock to be issued upon vesting. Each of the estimated 45,718 shares of common stock has a weighted-average grant date fair value of $24.53 per share.

As of September 30, 2020, the Company has performance-based market condition share awards outstanding with a maximum cash value of $9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading ~~period.~~period to two senior executives. As of September 30, ~~2019, $16.9 million of the~~2020, all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of ~~$21.06~~$21.08 per share, which would result in an estimated ~~190,000~~78,041 shares of common stock to be issued upon vesting. Each of the estimated ~~190,000~~78,041 shares of common stock has a weighted-average grant date fair value of ~~$25.13~~$24.77 per share. ~~The~~ During the three and nine months ended September 30, 2020,performance-based market condition share awards ~~consist~~with maximum cash value of ~~four tranches~~$14.0 million, with four separate specified award values that become payable upon achievement of the specified closing share price targets, which range from $18.00 per share to $24.00 per share. If the applicable targeted closing share price is attained over sixty days during a ninety-day trading period, that tranche of the award vests and the employees holding the awards receivean estimated 157,677 shares of common stock equal to the specified award values (calculated based on the closing price per share on the trading day on which the relevant vesting condition was satisfied). In connection with the vesting, if any, of each award tranche~~, the Company expects to issue new shares of common stock to settle the vested awards. The total number of shares~~ that ~~will be awarded upon vesting will depend on the closing price per share on the trading day on which the relevant vesting condition is satisfied. These performance-based market condition share awards~~would have ~~a contractual term of ten years.~~been issued were forfeited.

~~The performance-based market condition awards are classified as liability awards, which are measured at fair value, and are re-measured to an updated fair value at each reporting period.~~ As of September 30, ~~2019,~~2020, the liability for these awards was ~~$0.3~~$0.6 million and is reported on the condensed consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the remaining outstanding awards granted in 2019 was ~~$4.8~~$0.8 million. The grant date fair value of the 2020 awards ~~as of September 30, 2019~~ was ~~$2.9~~$1.1 million. The Company ~~recognizes~~recognized a reduction to stock-based compensation expense ~~for~~relating to performance-based market condition share awards ~~over~~of 0 and $0.5 million for the derived service period for each tranche. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not,three and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within threenine months prior to the earlier of the execution of an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the performance-based market condition share award shall remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting conditions, including in the event of a change in control.ended September 30, 2020, respectively. The Company recognized stock-based compensation expense relating to performance-based market condition share awards of $0.2 million and $0.3 million for the three and nine months ended September 30, 2019, respectively.

The assumptions used in determining the fair value for the performance-based market condition share awards ~~granted during the nine months ended~~outstanding at September 30, ~~2019~~2020 were as follows:

	September 30, ~~2019~~2020
Expected volatility		~~32.40~~55.00	%
Dividend yield		~~3.08~~0.00	%
Risk-free interest rate		~~1.67~~0.61	%
Weighted-average expected term (in years)	~~3.7~~3.8

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

2124

Emerald ~~Expositions Events,~~Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

11.	Earnings Per Share

Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding ~~stock options~~employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2020 and 2019, unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met.There were 71,445,892 7% Series A Convertible Participating Preferred Stock shares outstanding which were convertible into 113,598,968 shares of common stock at September 30, 2020. These preferred stock shares were anti-dilutive for the three and nine months ended September 30, 2020 and are therefore excluded from the diluted (loss) income per common share calculation.

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

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in millions, share data in thousands except earnings per share)	2019			2018		2019		2018		2020			2019			2020			2019
Net (loss) income	$	(19.7	)	$	20.9	$	18.2	$	64.9
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc.										$	(15.3	)	$	(19.7	)	$	(575.5	)	$	18.2
Accumulated accretion on 7% Series A Convertible Participating Preferred stock											(7.0	)		—			(7.1	)		—
Net (loss) income and comprehensive income (loss) attributable to Emerald Holding, Inc. common shareholders										$	(22.3	)	$	(19.7	)	$	(582.6	)	$	18.2
Weighted average common shares outstanding		71,796			73,063		71,843		72,893		71,484			71,796			71,437			71,843
Basic (loss) earnings per share	$	(0.27	)	$	0.29	$	0.25	$	0.89	$	(0.31	)	$	(0.27	)	$	(8.16	)	$	0.25
Net (loss) income	$	(19.7	)	$	20.9	$	18.2	$	64.9
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common shareholders										$	(22.3	)	$	(19.7	)	$	(582.6	)	$	18.2
Diluted effect of stock options		—			2,335		909		2,795		—			—			—			909
Diluted weighted average common shares outstanding		71,796			75,398		72,752		75,688		71,484			71,796			71,437			72,752
Diluted (loss) earnings per share	$	(0.27	)	$	0.28	$	0.25	$	0.86	$	(0.31	)	$	(0.27	)	$	(8.16	)	$	0.25
Anti-dilutive shares excluded from diluted earnings per share calculation		5,332			952		5,131		952
Anti-dilutive employee share awards excluded from diluted earnings per share calculation											5,651			5,332			5,650			5,131

Emerald Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

12.	Income Taxes

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

The Company’s U.S. federal statutory corporate income ~~federal~~ tax rate was 21% as of September 30, ~~2019.~~2020. For the three and nine months ended September 30, 2020, the Company recorded benefits for income taxes of $6.4 million and $58.0million, respectively. For the three and nine months ended September 30, 2019, the Company recorded a benefit from income taxes of $3.6 million and a provision for income taxes of $10.3 million, respectively, which resulted in effective tax rates adjusted for discrete items of 25.9% and 27.2%, respectively. Discrete items for the three and nine months ended September 30, 2019 primarily consisted of goodwill impairment charges. For the three and nine months ended September 30, 2018, the Company recorded provisions for income taxes of $7.9 million and $21.8 million, respectively, which resulted in effective tax rates of 27.4% and 25.1%, respectively. The differences between the U.S. federal statutory and effective tax rates before discrete items are primarily attributable to the net effects of state income taxes ~~permanent book-to-tax differences (e.g.,~~and nondeductible officer ~~compensation),~~compensation. The decrease in the Company’s deferred income tax ~~benefits~~liabilities during the nine months ended September 30, 2020 was primarily attributable to impairment charges recorded to tax deductible goodwill, ~~impairments,~~which together with impairment charges to the non-deductible goodwill were treated as discrete items during the quarter and not as part of the estimated annual effective tax ~~deficiencies realized upon~~rate. Additionally, as a result of the ~~vesting~~impairment charges recorded for the nine months ended September 30, 2020, the Company recorded a valuation allowance against its deferred tax assets as management has determined that it is not more likely than not that there will be sufficient sources of ~~certain share-based payment awards.~~ future taxable income to support their realizability.

Liabilities for unrecognized tax benefits and associated interest and penalties were ~~$1.2~~$1.3 million and $1.1 million as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~Emerald Expositions Events, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

13.	Commitments and Contingencies

~~Surf Expo Supplemental Exhibitor Expense Insurance Policy~~

For the September 2019 edition of Surf Expo, in addition to the event cancellation insurance carried by the Company, the Company purchased a supplemental insurance policy to cover the out-of-pocket expenses that Surf Expo exhibitors might incur due to an event cancellation. The Company is in the process of finalizing a claim under this policy as a result of the Surf Expo cancellation due to Hurricane Dorian. The Company intends to pay all amounts received under this claim directly to Surf Expo exhibitors as a reimbursement for out-of-pocket by the exhibitors, however, the Company has no liability for exhibitor expenses until the insurance company confirms the amount to be paid to the Company. Due to the ongoing claim negotiation, management concluded that the asset from receipt of insurance proceeds and corresponding liability for payment to Surf Expo exhibitors, were not realizable or incurred, respectively, as of September 30, 2019.

Leases and Other Contractual Arrangements

Legal Proceedings and Contingencies

14.	Accounts Payable and Other Current Liabilities

Accounts payable and other current liabilities consisted of the following:

(in millions)	September 30, 2019		December 31, 2018		September 30, 2020		December 31, 2019
Accrued personnel costs					$	10.8	$	8.3
Accrued event costs						3.2		3.8
Trade payables						5.4		5.7
Other current liabilities	$	13.1	$	8.2		2.0		4.3
Accrued event costs		12.7		9.6
Accrued personnel costs		6.5		8.2
Trade payables		6.4		3.4
Income tax payable		1.5		1.0
Accrued interest		—		0.1		—		0.1
Total accounts payable and other current liabilities	$	40.2	$	30.5	$	21.4	$	22.2

Emerald ~~Expositions Events,~~Holding, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

15.	~~Related Party Transactions~~Segment Information

~~Investment funds affiliated with Onex Corporation (“Onex”~~The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker (the “CODM”) ~~owned approximately 65%~~evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM.

The CODM evaluates performance based on the results of 6 executive brand portfolios, which represent the Company’s ~~outstanding common stock~~6 operating segments. The brands managed by the Company’s segment managers do not necessarily align with specific industry sectors. Due to economic similarities and the nature of services, fulfillment processes of those services and types of customers, 4 operating segments are aggregated into 2 reportable segments, the Commerce and the Design and Technology reportable segments. In addition, 2 operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in ASC 280, Segment Reporting. Therefore, results for these operating segments are included in the rows labeled "All Other" in the tables below for all periods presented. Each of the brand portfolios generate revenues through the production of trade show events, including booth space sales, registration fees and sponsorship fees. In addition, the segments generate revenues from marketing activities, including digital and print media.

Operating segment performance is evaluated by the Company’s CODM based on revenues and Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of ~~September 30, 2019. Onex owned~~general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a ~~majority equity position in SMG Holdings,~~consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance.

Emerald Holding, Inc. ~~(“SMG”), including SMG Food & Beverage, LLC,~~

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table presents a ~~wholly-owned subsidiary~~reconciliation of ~~SMG, which~~reportable segment revenues, other income, and Adjusted EBITDA to net income:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2020			2019			2020			2019
Revenues
Commerce	$	1.7		$	50.8		$	52.7		$	178.7
Design and Technology		5.0			20.6			45.7			109.2
All Other		1.8			4.2			16.8			28.1
Total revenues	$	8.5		$	75.6		$	115.2		$	316.0

Other Income
Commerce	$	10.7		$	6.1		$	45.3		$	6.1
Design and Technology		3.1			—			16.0			—
All Other		2.3			—			3.0			—
Total other income	$	16.1		$	6.1		$	64.3		$	6.1

Adjusted EBITDA
Commerce	$	6.0		$	31.3		$	55.2		$	105.9
Design and Technology		1.4			6.6			24.0			43.5
All Other		0.2			(0.4	)		3.1			7.3
Subtotal Adjusted EBITDA	$	7.6		$	37.5		$	82.3		$	156.7

General corporate and other expenses	$	(10.8	)	$	(8.8	)	$	(28.7	)	$	(27.4	)
Interest expense		(4.2	)		(7.5	)		(16.5	)		(23.3	)
Goodwill impairment charges		—			(9.3	)		(564.0	)		(9.3	)
Intangible asset impairment charges		—			(17.0	)		(59.4	)		(17.0	)
Depreciation and amortization		(12.2	)		(12.9	)		(37.2	)		(39.3	)
Stock-based compensation		(1.5	)		(1.9	)		(4.2	)		(6.1	)
Deferred revenue adjustment		—		-				—			(0.2	)
Other items		(0.6	)		(3.4	)		(5.8	)		(5.6	)
Income (loss) before income taxes	$	(21.7	)	$	(23.3	)	$	(633.5	)	$	28.5

The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of executive brand portfolio performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has ~~contracted with for catering services at certain of the Company’s trade shows~~not provided asset and ~~events. The Company made payments of $0.1 million and $0.6 million to SMG during~~capital expenditure information by reportable segment. For the three and nine months ended September 30, 2020 and 2019, ~~respectively. The Company made no material payments to SMG during the three and nine months ended September 30, 2018. These expenses are included in cost of~~substantially all revenues were derived from transactions in the ~~condensed consolidated statements of (loss) income and comprehensive (loss) income. The Company had no amounts due to SMG as of September 30, 2019 and December 31, 2018.~~

United States.

16.	Subsequent ~~Events~~Event

~~Dividend Declared~~October 2020 Share Repurchase Program

On October ~~31, 2019,~~5, 2020, the Company’s Board authorized and approved ~~and~~a new share repurchase program, pursuant to which the Company ~~subsequently declared, the payment~~may, from time to time, purchase shares of ~~a cash dividend of $0.075 per share~~its common stock for ~~the quarter ending~~an aggregate purchase price not to exceed $20.0 million through December 31, ~~2019~~2021, subject to ~~holders of record of~~early termination or extension by the ~~Company’s common stock as of November 14, 2019.~~Board. The share repurchase program may be suspended or discontinued at any time without notice.

~~G3 Communications Acquisition~~

On November 1, 2019, the Company acquired the associated assets and liabilities of G3 Communications for purchase price consideration of approximately $12.8 million plus future contingent payments based on business performance. The Company funded this transaction with cash from operations and a revolver draw of $5.0 million under the Amended and Restated Revolving Credit Facility. The initial accounting and fair value measurements of assets acquired and liabilities assumed necessary to develop the purchase price allocation has not been completed. The Company expects to finalize the valuation and complete the purchase price allocation in the fourth quarter of 2019.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of the financial condition and results of our operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Emerald ~~Expositions Events,~~Holding, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the “Annual Report”), as filed with the SEC. You should review the disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and ~~“Risk~~“Item 1A. Risk Factors” in the Annual Report, and “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to the “Company”, “us,” “we,” “our,” and all similar expressions are references to Emerald ~~Expositions Events,~~Holding, Inc., together with its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Overview

We are a leading operator of business-to-business trade shows in the United States. ~~We currently operate more than 55 trade~~Leveraging our shows as ~~well as numerous other face-to-face events. In 2018, Emerald’s~~key market-driven platforms, we combine our events ~~connected~~with effective industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. We strive to build its customers’ businesses by creating opportunities that deliver tangible results.

All of our trade show franchises typically hold market-leading positions within their respective industry verticals, with significant brand value established over ~~500,000 global attendees and exhibitors and occupied more than 7.0 million net square feet~~a long period of ~~exhibition space. We have been recognized with many awards and accolades that reflect our industry leadership as well as the importance~~time. Each of our shows is held at least annually, with certain franchises offering multiple editions per year. As our shows are frequently the largest and most well attended in their respective industry verticals, we are able to attract high-quality attendees, including those who have the authority to make purchasing decisions on the spot or subsequent to the show. The participation of these attendees makes our trade shows “must-attend” events for our exhibitors, further reinforcing the leading positions of our trade shows within their respective industry verticals. Our attendees use our shows to fulfill procurement needs, source new suppliers, reconnect with existing suppliers, identify trends, learn about new products and ~~attendees~~network with industry peers, which we ~~serve.~~believe are factors that make our shows difficult to replace with non-face-to-face events. Our portfolio of trade shows is well-balanced and diversified across both industry sectors and customers.

Reportable Segments

Our ~~mission~~business is organized into two reportable segments, consistent with the information provided to our Chief Executive Officer, who is considered the chief operating decision-maker ("CODM"). The CODM evaluates performance based on the results of six executive brand portfolios, which represent our six operating segments. Based on an evaluation of economic similarities and the nature of services and types of customers, four of these operating segments have been aggregated into two reportable segments, the Commerce reportable segment and the Design and Technology reportable segment. The remaining two operating segments do not meet the quantitative thresholds to be considered reportable segments and are included in the “All Other” category. In addition, we have a Corporate-Level Activities category consisting of finance, legal, information technology and administrative functions.

The following discussion provides additional detailed disclosure for the two reportable segments, the All Other category and the Corporate-Level Activity category:

Commerce: This segment includes events and services covering merchandising, licensing, retail sourcing and marketing to enable professionals to make informed decisions and meet consumer demands.

Corporate-Level Activity: This category consists of Emerald’s finance, legal, information technology and sellers – nurturing them with valuable events and critical information and insights that make us a platform for their success; to inform, educate and connect our customers, creating meaningful and memorable experiences in vibrant, real-world environments, facilitating sourcing, discovery and community; to consistently deliver more value than we take in, from all of our exchanges; to advocate for the markets we serve to increase their success as well as the success of the businesses and people within them; and to support the communities in which we live and work and to be a preferred employer wherever we operate. We currently operate trade shows within several diverse industry sectors including Gift, Home & General Merchandise; Sports; Design & Construction; Technology; Jewelry; and others including Photography, Food, Healthcare, Industrials and Military.administrative functions.

Organic Growth Drivers

Acquisitions

We are also focused on growing our national footprint through the acquisition of high-quality events that are leaders in their specific industry verticals. Since the Onex Acquisition in June 2013, we have completed 1718 strategic acquisitions, with purchase prices, excluding the $335.0 million acquisition of GLM, ranging from approximately $5.0 million to approximately $54.0 million, and annual revenues ranging from approximately $1.3 million to approximately $15.1 million. Historically, we have completed acquisitions at EBITDA purchase multiples that are typically in the mid-to-high single digits. Our acquisitions have historically been structured as asset deals that have resulted in the generation of long-lived tax assets, which in turn have reduced our purchase multiples when incorporating the value of the created tax assets. In the future, we intend to look for acquisitions with similarly attractive valuation multiples.

Trends and Other Factors Affecting Our Business

~~Market Fragmentation~~ — The trade show industry is highly fragmented with the three largest companies, including us, comprising only 10% of the wider U.S. market according to the AMR International Globex Report 2018. This has afforded us the opportunity to acquire other trade show businesses, a growth opportunity we expect to continue pursuing. These acquisitions may affect our growth trends, impacting the comparability of our financial results on a year-over-year basis.

•

~~Overall Economic Environment and Industry Sector Cyclicality~~ ~~— Our results of operations are correlated, in part, with the economic performance of the industry sectors that our trade shows serve, as well as the state of the overall economy.~~

•

~~Lag Time~~ — As the majority of our exhibit space is sold during the twelve months prior to each trade show, there is often a timing difference between changes in the economic conditions of an industry sector vertical and their effect on our results of operations. This lag time can result in a counter-cyclical impact on our results of operations.

•

~~Variability in Quarterly Results~~ — Our business is seasonal, with trade show revenues typically reaching their highest levels during the first and third quarters of each calendar year, and their lowest level during the fourth quarter, entirely due to the timing of our trade shows. This seasonality is typical within the trade show industry. Since event revenue is recognized when a particular event is held, we may also experience fluctuations in quarterly revenue and cash flows based on the movement of annual trade show dates from one quarter to another. Our presentation of Adjusted EBITDA accounts for these quarterly movements and the timing of shows, where applicable and material.

•

How We Assess the Performance of Our Business

Revenues

We define “Organic revenue growth” and “Organic revenue decline” as the growth or decline, respectively, in ~~Asia~~our revenue from one period to the next, adjusted for the revenue impact of: (i) acquisitions and ~~Europe, are paid~~dispositions, (ii) discontinued events, (iii) material show scheduling adjustments and (iv) event cancellations and postponements for which the Company has received, or expects to receive, claim proceeds from its event cancellation insurance policy. We disclose changes in Organic revenue because we believe it assists investors and analysts in comparing Emerald’s operating performance across reporting periods on a ~~commission~~consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy. Management and Emerald’s Board evaluate changes in Organic revenues to understand underlying revenue trends of its events. Organic revenue is not defined under accounting principles generally accepted in the United States of America (“GAAP”), and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Organic revenue reflects certain adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Organic revenue may not be comparable to other similarly titled measures used by other companies.

Organic Revenue

The most directly comparable GAAP measure to Organic revenue is revenues. For a ~~percentage~~reconciliation of ~~sales.~~Organic revenues to revenues as reported, see footnote 6 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019”.

Cost of Revenues

~~Decorating Expenses~~. We work with general service contractors to both set up communal areas of our trade shows and provide services to our exhibitors, who primarily contract directly with the general service contractors. We will usually select a single general service contractor for an entire show, although it is possible to bid out packages of work within a single show on a piecemeal basis to different task-specific specialists.

•

~~Sponsorship Costs.~~ We often enter into long-term sponsorship agreements with industry trade associations whereby the industry trade association endorses and markets the show to its members in exchange for a percentage of the show’s revenue.

~~Venue Costs~~. Venue costs represent rental costs for the venues, usually convention centers or hotels, where we host our trade shows. Given that convention centers are typically owned by local governments who have a vested interest in stimulating business activity in and attracting tourism to their cities, venue costs typically represent a small percentage of our total cost of revenues.

~~Costs of Other Marketing Services. Costs of other marketing services represent paper, printing, postage, contributor and other costs related to digital media and print publications.~~

~~Other Event-Related Expenses. Other event-related costs include temporary labor for services such as security, shuttle buses, speaker fees, food and beverage expenses and event cancellation insurance.~~

•

Costs of Other Marketing Services. Costs of other marketing services represent paper, printing, postage, contributor and other costs related to digital media and print publications.

•

Selling, General and Administrative Expenses

~~Labor Costs~~. Labor costs represent the cost of employees who are involved in sales, marketing, planning and administrative activities. The actual on-site set-up of the events is contracted out to third-party vendors and is included in cost of revenues.

•

~~Miscellaneous Expenses~~. Miscellaneous expenses are comprised of a variety of other expenses, including advertising and marketing costs, promotion costs, credit card fees, travel expenses, printing costs, office supplies and office rental expense. Direct trade show costs are recorded in cost of revenues. All other costs are recorded in selling, general and administrative expenses.

•

Interest Expense

For the periods presented in this report, interest expense principally represents interest payments and certain other fees paid to lenders under ~~the~~our Amended and Restated Senior Secured Credit Facilities.

Depreciation and Amortization

We have historically grown our business through acquisitions and, in doing so, have acquired significant intangible assets, the value of some of which is amortized over time. These acquired intangible assets, unless determined to be indefinite-lived, are amortized over periods of seven to ~~thirty~~30 years from the date of each acquisition or date of change in estimated useful life under ~~accounting principles generally accepted in the United States of America (“GAAP”),~~GAAP, or fifteen years for tax purposes. This amortization expense reduces our taxable income.

Income Taxes

Income tax expense consists of federal, state and local taxes based on income in the jurisdictions in which we operate.

We also record deferred tax charges or benefits primarily associated with our utilization or generation of net operating loss carryforwards and book-to-tax differences related to amortization of goodwill, amortization of intangible assets, depreciation, stock-based compensation charges and deferred financing costs.

Our effective tax rate adjusted for discrete itemsfor the three and nine months ended September 30, ~~2019~~2020 was higher than the U.S. federal statutory rate of 21% primarily due to the net effects of state income taxes, permanent book-to-tax differences (e.g., nondeductible officer compensation), ~~tax benefits attributable to goodwill impairments,~~ and tax deficiencies realized upon the vesting of certain share-based payment ~~awards.~~ awards, partially offset by tax benefits attributable to goodwill impairments.

Adjusted EBITDA

Adjusted EBITDA is a key measure of our performance. Adjusted EBITDA is defined as net income before interest expense, ~~(including unrealized loss on interest rate swap and floor, net, for periods prior to the expiration of the interest rate swap and floor, which expired on December 31, 2018),~~ income tax expense, goodwill and intangible asset impairment charges, depreciation and amortization, stock-based compensation, deferred revenue adjustment, and other items that management believes are not part of our core operations. We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

Management and our Board of Directors ~~(“Board”)~~ use Adjusted EBITDA to assess our financial performance and believe it is helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.

Adjusted EBITDA is not defined under GAAP, and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss) ~~income.~~. For a reconciliation of Adjusted EBITDA to net income (loss) ~~income,~~, see footnote 34 to the table under the heading “—Results of Operations—Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018.~~2019.”

Adjusted Net Income

Adjusted Net Income is defined as net ~~(loss)~~ income before goodwill and intangible asset impairment charges, including any related discrete tax adjustments; stock-based compensation, deferred revenue ~~adjustment,~~adjustments, other items that management believes are not part of our core operations, amortization of deferred financing fees and discount, amortization of acquired intangible assets and the tax ~~adjustments related to~~effect of non-GAAP adjustments.

We use Adjusted Net Income as a supplemental metric to evaluate our business performance in a way that also considers our ability to generate profit without the impact of certain items. For example, it is useful to exclude stock-based compensation expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business, and these expenses can vary significantly across periods due to timing of new stock-based awards. We also exclude professional fees associated with debt refinancing, the amortization of intangible assets and certain discrete costs, including deferred revenue adjustments, impairment charges and transaction costs (including professional fees and other expenses associated with acquisition activity) in order to facilitate a period-over-period comparison of the Company’s financial performance. Each of the normal recurring adjustments and other adjustments described in this paragraph help management with a measure of our operating performance over time by removing items that are not related to day-to-day operations.

Adjusted Net Income is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as an alternative to net income (loss) ~~income,~~, cash flows from operating activities or other measures determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of Adjusted Net Income may not be comparable to other similarly titled measures used by other companies. The most directly comparable GAAP measure to Adjusted Net Income is net (loss) income. For a reconciliation of Adjusted Net Income to net income (loss) ~~income,~~, see footnote 45 to the table under the heading “—Results of Operations—Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018.~~2019.”

Cash Flow Model

We typically have favorable cash flow characteristics, as described below (see “—Cash Flows”), as a result of our high profit margins, low capital expenditures and ~~consistently~~generally negative working capital. Our working capital is negative as our current assets are ~~consistently~~generally lower than our current liabilities. Current assets primarily include accounts receivable and prepaid expenses, while current liabilities primarily include accounts payable,borrowings under our Amended and Restated Revolving Credit Facility (“Revolving Credit Facility”) and deferred revenues. Cash received prior to an event is recorded as deferred revenue on our balance sheet and recognized as revenue upon completion of each trade show. The implication of having negative working capital is that changes in working capital represent a source of cash as our business grows. As a result of COVID-19, the accounts receivable and deferred revenue balances related to cancelled events have been reclassified to Cancelled event liabilities in the condensed consolidated balance sheets, as the net amount represents balances which we expect will be refunded to our customers. While we believe that our business interruption insurance proceeds will largely mitigate this liability, cash outflows for customer refunds will likely exceed insurance claim settlement cash inflows for the foreseeable future.

The primary driver for our negative working capital is the sales cycle for a trade show, which typically begins during the twelve months prior to a show. In the interim period between the current show and the following show, we continue to sell to new and past exhibitors and collect payments on contracted exhibit space. ~~We require~~Most of our exhibitors to pay in full in advance of each trade show, whereas the bulk of expenses are paid close to or after the show. Cash deposits start to be received as early as twelve months prior to a show taking place and ~~virtually 100%~~the balance of booth space ~~revenues~~fees are typically received in cash one month prior to a show taking place. This highly efficient cash flow model, where cash is received in advance of expenses to be paid, creates a working capital benefit.

Free Cash Flow

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

Free Cash Flow is a supplemental non-GAAP financial measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to net cash provided by operating activities or other measures determined in accordance with GAAP. Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies.

The most directly comparable GAAP measure to Free Cash Flow is net cash provided by operating activities. For a reconciliation of Free Cash Flow to net cash provided by operating activities, see footnote 6 to the table under the heading “—Results of Operations—Nine Months Ended September 30, ~~2019~~2020 Compared to Nine Months Ended September 30, ~~2018.~~2019.”

Results of Operations

Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018~~2019

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

Three Months Ended
September 30,

2019

2018

Variance $

Variance %

(unaudited)
(dollars in millions)

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

Revenues

$
75.6

$
103.1

$
(27.5
)

(26.7
)%
Other income

6.1

—

6.1

100.0
%
Cost of revenues

24.6

25.9

(1.3
)

(5.0
)%
Selling, general and administrative expenses⁽¹⁾

33.7

29.7

4.0

13.5
%
Depreciation and amortization expense

12.9

11.4

1.5

13.2
%
Goodwill and intangible asset impairment charges⁽²⁾

26.3

—

26.3

100.0
%
Operating (loss) income

(15.8
)

36.1

(51.9
)

(143.8
)%
Interest expense

7.5

7.3

0.2

2.7
%
(Loss) income before income taxes

(23.3
)

28.8

(52.1
)

(180.9
)%
(Benefit from) provision for income taxes

(3.6
)

7.9

(11.5
)

(145.6
%)
Net (loss) income and comprehensive (loss) income

$
(19.7
)

$
20.9

$
(40.6
)

(194.3
)%

Other financial data (unaudited):

Adjusted EBITDA⁽³⁾

$
28.7

$
40.9

$
(12.2
)

(29.8
)%
Adjusted Net Income⁽⁴⁾

$
12.6

$
24.2

$
(11.6
)

(47.9
)%

	Three Months Ended September 30,
	2020			2019			Variance $			Variance %
	(unaudited) (dollars in millions)
Statement of loss and comprehensive loss data:
Revenues	$	8.5		$	75.6		$	(67.1	)		(88.8	%)
Other income		16.1			6.1			10.0			163.9	%
Cost of revenues		4.3			24.6			(20.3	)	NM
Selling, general and administrative expenses⁽¹⁾		25.6			33.7			(8.1	)		(24.0	%)
Depreciation and amortization expense		12.2			12.9			(0.7	)		(5.4	%)
Goodwill impairment charges⁽²⁾		—			9.3			(9.3	)	NM
Intangible asset impairment charges⁽³⁾		—			17.0			(17.0	)	NM
Operating loss		(17.5	)		(15.8	)		(1.7	)		10.8	%
Interest expense, net		4.2			7.5			(3.3	)		(44.0	%)
Loss before income taxes		(21.7	)		(23.3	)		1.6			(6.9	%)
Benefit from income taxes		(6.4	)		(3.6	)		(2.8	)		77.8	%
Net loss and comprehensive loss attributable to Emerald Holdings, Inc.	$	(15.3	)	$	(19.7	)	$	4.4			(22.3	%)

Other financial data (unaudited):
Adjusted EBITDA⁽⁴⁾	$	(3.2	)	$	28.7		$	(31.9	)		(111.1	)%
Adjusted Net Income⁽⁵⁾	$	(5.5	)	$	12.6		$	(18.1	)		(143.7	)%
Organic Revenue⁽⁶⁾	$	7.0		$	7.5		$	(0.5	)		(6.7	)%

~~(1)~~

(1)

Selling, general and administrative expenses for the three months ended September 30, 2020 and 2019 included $0.6 million and ~~2018 included~~ $3.4 million, ~~and $2.2 million,~~ respectively, in ~~contract termination,~~ acquisition-related transaction, transition and integration costs, including legal and advisory fees. Also included in selling, general and administrative expenses for the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 were stock-based compensation expenses of $1.5 million and $1.9 million, ~~for both periods.~~respectively.

(2)

Represents non-cash impairment charge of $9.3 million in connection with our August 31, 2019 goodwill impairment testing. See Note 6, Intangible Assets and Goodwill, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information with respect to our non-cash goodwill impairment charges.

(3)

Represents non-cash impairment charges of ~~$9.3 million,~~ $8.7 million and $8.3 million for ~~goodwill,~~ certain customer-related intangible assets and certain trade names, respectively, in connection with our August 31, 2019 testing of intangibles for impairment during the three months ended September 30, 2019. See Note 5, ~~Goodwill~~6, Intangible Assets and ~~Intangible Assets~~,Goodwill, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information with respect to our non-cash ~~goodwill and~~ intangible asset impairment charges.

~~(3)~~

(4)

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

We define Adjusted EBITDA as net income (loss) ~~income~~ before (i) interest expense, ~~(including unrealized loss on interest rate swap and floor, net for periods prior to the expiration of our interest rate swap),~~ (ii) income tax (benefit) expense, (iii) goodwill ~~and~~impairment charges, (iv) intangible asset impairment charges, ~~(iv)~~(v) depreciation and amortization, ~~(v)~~(vi) stock-based compensation, ~~(vi)~~(vii) deferred revenue adjustment and ~~(vii)~~(viii) other items that management believes are not part of our core operations. We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and our Board of Directors use Adjusted EBITDA to assess our financial performance and believe they are helpful in highlighting trends because it excludes the results of decisions that are outside the control of management, while other performance metrics can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. We reference Adjusted EBITDA frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods. Adjusted EBITDA is not defined under GAAP and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA excludes certain normal recurring expenses and one-time cash adjustments that we consider not to be indicative of our ongoing operative performance. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Three Months Ended
September 30,

2019

2018

(unaudited)

(dollars in millions)

Net (loss) income

$
(19.7
)

$
20.9

Add (deduct):

Interest expense

7.5

7.3

(Benefit from) provision for income taxes

(3.6
)

7.9

Goodwill and intangible asset impairment charges^(a)

26.3

—

Depreciation and amortization expense

12.9

11.4

Stock-based compensation expense^(b)

1.9

1.9

Other items^(c)

3.4

2.2

Scheduling adjustment^(d)

—

(10.7
)
Adjusted EBITDA

$
28.7

$
40.9

	Three Months Ended September 30,
	2020			2019
	(unaudited)
	(dollars in millions)
Net loss	$	(15.3	)	$	(19.7	)
Add (deduct):
Interest expense		4.2			7.5
Provision for (benefit from) income taxes		(6.4	)		(3.6	)
Goodwill impairment charges^(a)		—			9.3
Intangible asset impairment charges^(b)		—			17.0
Depreciation and amortization expense		12.2			12.9
Stock-based compensation expense^(c)		1.5			1.9
Other items^(d)		0.6			3.4
Adjusted EBITDA	$	(3.2	)	$	28.7

(a)	Represents thenon-cash goodwill ~~and intangible asset~~impairment charges described in footnote 2 above.

(b)	Represents the non-cash intangible asset impairment charges described in footnote 3 above.

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

~~(c)~~(d)

Other items for the three months ended September 30, 2020 included: (i) $0.7 million in non-recurring legal, audit and consulting fees and (ii) $0.2 million in transition costs, offset by (iii) a $0.3 million reduction to expense related to the remeasurement of contingent consideration. Other items for the three months ended September 30, 2019 included: (i) $1.6 million in contract termination costs (ii) $0.2 million in transaction costs in connection with certain acquisition transactions and (iii) $1.6 million in transition costs. Other items for the three months ended September 30, 2018 included: (i) $1.0 million in transaction costs in connection with certain acquisition transactions as well as acquisitions that were pursued but not completed in the period and (ii) $1.2 million in transition costs.

~~(d)~~

Reflects the EBITDA from several event scheduling differences in the third quarter of 2019, most notably Digital Dealer Fall and Fastener both staging in the third quarter of 2019, versus the fourth quarter of 2018, Outdoor Retailer Summer, which staged in the second quarter of 2019, versus the third quarter of 2018, and Impressions Expo Fort Worth, which will stage in the fourth quarter of 2019, versus the third quarter of 2018.

~~(4)~~(5)

In addition to net ~~(loss)~~ income presented in accordance with GAAP, we present Adjusted Net Income because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our presentation of Adjusted Net Income adjusts net income (loss) ~~income~~ for (i) stock-based compensation, (ii) deferred revenue adjustment, (iii) goodwill ~~and~~impairment charges, (iv) intangible asset impairment charges, ~~(iv)~~(v) other items that management believes are not part of our core operations, ~~(v)~~(vi) amortization of deferred financing fees and discount, ~~(vi)~~(vii) amortization of acquired intangible assets and ~~(vii)~~(viii) tax adjustments related to non-GAAP adjustments.

We use Adjusted Net Income as a supplemental metric to evaluate our business’s performance in a way that also considers our ability to generate profit without the impact of certain items.

For example, we exclude the amortization of intangible assets and certain discrete costs, including deferred revenue adjustments, and transaction costs (including professional fees and other expenses associated with acquisition activity) in order to facilitate a period-over-period comparison of our financial performance. This measure also reflects an adjustment for the difference between cash amounts paid in respect of taxes and the amount of tax recorded in accordance with GAAP. Each of the normal recurring adjustments and other adjustments described in this paragraph help to provide management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.

Three Months Ended
September 30,

2019

2018

(unaudited)

(dollars in millions)

Net (loss) income

$
(19.7
)

$
20.9

Add (deduct):

Stock-based compensation expense^(a)

1.9

1.9

Goodwill and intangible asset impairment charges^(b)

26.3

—

Other items^(c)

3.4

2.2

Amortization of deferred financing fees and discount

0.4

0.3

Amortization of intangible assets^(d)

12.4

10.9

Scheduling adjustments^(e)

—

(10.7
)
Tax adjustments related to non-GAAP adjustments^(f)

(12.1
)

(1.3
)
Adjusted Net Income

$
12.6

$
24.2

	Three Months Ended September 30,
	2020			2019
	(unaudited)
	(dollars in millions)
Net loss	$	(15.3	)	$	(19.7	)
Add (deduct):
Stock-based compensation expense^(a)		1.5			1.9
Goodwill impairment charges^(b)		—			9.3
Intangible asset impairment charges^(c)		—			17.0
Other items^(d)		0.6			3.4
Amortization of deferred financing fees and discount		0.4			0.4
Amortization of intangible assets^(e)		11.4			12.4
Tax adjustments related to non-GAAP adjustments^(f)		(4.1	)		(12.1	)
Adjusted Net (Loss) Income		(5.5	)		12.6

(a)	Represents costs related to stock-based compensation ~~associated with certain employees’ participation~~expenses described in ~~the 2013 Plan, the 2017 Plan and the ESPP.~~footnote 4(c) above.

(b)	Represents the non-cash goodwill ~~and intangible asset~~impairment charges described in footnote 2 above.

(c)	Represents the non-cash intangible asset impairment charges described in footnote 3 above.

(d)	Represents other items described in footnote ~~3(c)~~4(d) above.

~~(d)~~(e)

We have historically grown our business through acquisitions and have therefore acquired significant definite-lived intangible assets, the value of which are amortized over time. These acquired intangible assets are amortized over periods ranging from seven to ~~thirty~~30 years.

~~(e)~~(f)

~~Represents~~For the ~~scheduling adjustment described in footnote 3(d) above.~~

~~(f)~~

~~Reflects~~three months ended September 30, 2020, represents the application of U.S. ~~federal~~Federal and state enterprise tax rate of ~~27.1%~~29.5% and ~~27.4% in~~27.3% for the three months ended September 30, 2020 and 2019, respectively.

(6)

In addition to revenues presented in accordance with GAAP, we present Organic revenue because we believe it assists investors and ~~2018, respectively.~~analysts in comparing Emerald’s operating performance across reporting periods on a consistent basis by excluding items that we do not believe reflect a true comparison of the trends of the existing event calendar given changes in timing or strategy. Management and Emerald’s Board evaluate changes in Organic revenues to understand underlying revenue trends of its events. Our presentation of Organic Revenue adjusts revenue for (i) acquisition revenue, (ii) discontinued events, (iii) COVID-19 cancellations (iv) COVID-19 postponements and (v) scheduling adjustments.

Organic revenue is a supplemental non-GAAP financial measure of performance and is not based on any standardized methodology prescribed by GAAP. Organic revenue should not be considered in isolation or as an alternative to revenues or other measures determined in accordance with GAAP. Organic revenue is not defined under GAAP, and has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations include that Organic revenue reflects certain adjustments that we consider not to be indicative of our ongoing operating performance. Because not all companies use identical calculations, our presentation of Organic revenue may not be comparable to other similarly titled measures used by other companies.

	Three Months Ended September 30,
	2020			2019			Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	8.5		$	75.6		$	(67.1	)		(88.8	%)
Add (deduct):
Acquisition revenues		(1.5	)					(1.5	)
Discontinued events		—			(0.2	)		0.2
COVID-19 cancellations^(a)		—			(67.9	)		67.9
Organic revenues	$	7.0		$	7.5		$	(0.5	)		(6.7	%)

(a)	Represents reduction in revenues as a result of the cancellation of certain events that staged in the third quarter of 2019, due to COVID-19. We believe the financial impact, net of costs saved, will be partially offset by event cancellation insurance proceeds from pending claims.

Revenues

Revenues of ~~$75.6~~$8.5 million for the three months ended September 30, ~~2019~~2020 decreased ~~$27.5~~$67.1 million, or ~~26.7%,~~88.8% from ~~$103.1~~$75.6 million for the comparable period in ~~2018. The decrease partly reflected~~2019, primarily due to the negative impact of COVID-19 and the related cancellation and rescheduling of certain events. See “Commerce Segment – Revenues,” “Design and Technology Segment – Revenues,” and “All Other Category – Revenues” below for a ~~net $13.3~~discussion of the factors contributing to the changes in total revenues.

Other Income

Other Income of $16.1 million ~~reduction~~was recorded related to event cancellation insurance claims proceeds, of which $6.6 million was received and $9.5 million was confirmed by the insurance provider during the quarter ended September 30, 2020. All $9.5 million of insurance receivables as of September 30, 2020 were received in October 2020. During the three months ended September 30, 2019, we recorded other income of $6.1 million from ~~several show scheduling differences~~cancellation insurance proceeds related to the forced cancellation of Surf Expo and ISS Orlando due to Hurricane Dorian. See “Commerce Segment – Revenues,” “Design and Technology Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of Other Income by segment.

Cost of Revenues

Cost of revenues of $4.3 million for the three months ended September 30, 2020 decreased $20.3 million, from $24.6 million for the comparable period in 2019. See “Commerce Segment – Cost of Revenues,” “Design and Technology Segment – Cost of Revenues” and “All Other Category – Cost of Revenues” below for a discussion of the factors contributing to the changes in total cost of revenues.

Selling, General and Administrative Expense

Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs. Selling, general and administrative expenses of $25.6 million for the three months ended September 30, 2020 decreased $8.1 million, or 24.0%, from $33.7 million for the comparable period in 2019. See “Commerce Segment – Selling, General and Administrative Expenses”, “Design and Technology Segment – Selling, General and Administrative Expenses”, “All Other category – Selling, General and Administrative Expenses” and “Corporate - Selling, General and Administrative Expenses” below for a discussion of the factors contributing to the changes in total selling, general and administrative expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense of $12.2 million for the three months ended September 30, 2020 decreased $0.7 million, or 5.4%, from $12.9 million for the comparable period in 2019. See “Commerce Segment – Depreciation and Amortization Expense,” “Design and Technology Segment – Depreciation and Amortization Expense,” “All Other Category – Depreciation and Amortization Expense” and “Corporate – Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.

Goodwill Impairments

During the third quarter of 2019, ~~most notably Outdoor Retailer Summer Market, which staged~~we recognized a non-cash goodwill impairment charge of $9.3 million, as a result of a triggering event caused by reduced performance expectations in the ~~second quarter of 2019 versus~~current year. No goodwill impairment charges were recorded during the third quarter of ~~2018. In addition, revenues~~2020. See “Commerce Segment – Goodwill Impairments,” “Design and Technology Segment – Goodwill Impairments” and “All Other Category—Goodwill Impairments” below for ~~the quarter were~~ further ~~reduced by $7.1 million as our Surf Expo and ISS Orlando shows were forced to cancel due~~discussion of goodwill impairments.

Intangible Asset Impairments

Due to the ~~impact~~triggering event described above, management performed impairment assessments of ~~Hurricane Dorian. We recorded the associated $6.1 million insurance settlement, under~~ our ~~event cancellation insurance policy, as other income in the quarter. Further, acquisitions made in 2018 contributed $1.9 million of incremental revenue in~~long-lived assets and indefinite-lived intangible assets during the third quarter of ~~2019, while 2018 third quarter revenues~~2019. These assessments resulted in the recognition of a non-cash impairment charge of $17.0 million, which included ~~$5.3~~non-cash impairment charges for certain of our customer relationship intangible assets and trade name intangible assets of $8.7 million from discontinued events, primarily our Interbike show, which did not stage in 2019. After adjusting organic revenues for the various show timing differences discussed above, for the anticipated revenue of the Surf Expo and ~~ISS Orlando shows and the discontinuance of tour Interbike show, organic revenues for~~$8.3 million, respectively. No intangible asset impairment charges were recorded during the third quarter of 2020. See “Commerce Segment – Intangible Asset Impairments”, “Design and Technology Segment – Intangible Asset Impairments” and “All Other Category –Intangible Asset Impairments” below for further discussion of total intangible asset impairments.

Segment Results fortheThree Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019 ~~were down $3.7~~

Commerce

The following represents the change in revenue, expenses and operating profit in the Commerce reportable segment for the three months ended September 30, 2020 and 2019:

	Three Months Ended September 30,
	2020			2019		Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	1.8		$	50.7	$	(48.9	)		(96.4	%)
Other income		10.7			6.1		4.6			75.4	%
Cost of revenues		1.9			15.5		(13.6	)		(87.7	%)
Selling, general and administrative expenses		4.6			10.0		(5.4	)		(54.0	%)
Depreciation and amortization expense		6.7			6.7		—			—
Goodwill impairment charge		—			5.7		(5.7	)	NM
Intangible asset impairment charges		—			0.7		(0.7	)	NM
Operating (loss) income	$	(0.7	)	$	18.2	$	(18.9	)		(103.8	%)

Revenues

During the three months ended September 30, 2020, revenues for the Commerce reportable segment decreased $48.9 million, or ~~4.4%~~96.4%, ~~as compared~~ to ~~the prior year quarter.~~

Our July ASD Market Week show was flat in revenues despite the adverse impact on its sourcing category of the ongoing trade dispute between the U.S. and China. Excluding the sourcing category, ASD grew revenues approximately 4%. The trade dispute also affected the CEDIA Expo show, whose revenues were down by a mid-single digit percentage as compared to the prior year. As expected, the NY NOW Summer show declined in revenues by a low double-digit percentage, partly reflecting the decision to downsize the lifestyle category to create space to co-locate our JA Summer jewelry show. Revenues$1.8 million from other events doubled versus the comparative period last year, reflecting growth in our Connect Point Marketing Group (“CPMG”) hosted buyer events, partly timing related, and the contribution of two Campus Security events acquired as part of our 2018 Technology Brands acquisition. Other Marketing Services revenues were flat as compared to$50.7 million for the comparable period in the prior ~~year, excluding the incremental contribution~~year. The primary driver of the ~~2018 Acquisitions.~~decline was the cancellation of all live events scheduled to stage during the third quarter of 2020 due to COVID-19. These cancelled events represented $49.3 million in prior year revenues. The remaining $0.4 million increase in revenues was primarily attributable to new virtual event revenue of $0.6 million, offset by a $0.2 million decline in other marketing services revenue in the Commerce segment.

Other Income

Other Income of $10.7 million was recorded for the Commerce reportable segment related to event cancellation insurance claims proceeds, of which $3.6 million was received and $7.1 million was confirmed by the insurance provider during the quarter ended September 30, 2020. All $7.1 million of insurance receivables for the Commerce segment as of September 30, 2020 were received in October 2020.

During the third quarter of 2019, as a result of Hurricane Dorian, our Surf Expo and Impressions Expo Orlando (“ISS Orlando”) shows were forced to be cancelled. ~~We carry~~Emerald carries cancellation insurance to mitigate losses caused by natural disasters and received ~~confirmation from its~~ insurance ~~carrier during the quarter that a settlement~~proceeds of ~~approximately~~ $6.1 million ~~would be paid~~ to offset the lost revenues from the affected trade shows. ~~Management concluded that the receipt of insurance proceeds was realizable in the quarter ended September 30, 2019.~~ As a result, ~~during the three months ended September 30, 2019, we recorded other~~Other income of $6.1 million attributable to the Commerce segment was recorded in the condensed consolidated statements of ~~(loss) income~~loss and comprehensive ~~(loss) income included elsewhere in this Form 10-Q in order to recognize the amount to be recovered from the insurance company.~~

~~Cost of Revenues~~

~~Cost of revenues of $24.6 million~~loss for the three months ended September 30, 2019 to recognize the amount recovered from the insurance company. All $6.1 million of insurance receivables for the Commerce segment as of September 30, 2019 were received in October 2019.

Cost of Revenues

During the three months ended September 30, 2020, cost of revenues for the Commerce reportable segment decreased ~~$1.3~~$13.6 million, ~~or 5.0%,~~to $1.9 million from ~~$25.9~~$15.5 million for the comparable period in ~~2018. This~~the prior year. The primary driver of the decline was cost avoidance related to the cancellation of all live events scheduled to stage during the third quarter of 2020 due to COVID-19, which represented $13.5 million.

Selling, General and Administrative Expense

During the three months ended September 30, 2020, selling, general and administrative expenses for the Commerce reportable segment decreased $5.4 million, or 54.0%, to $4.6 million from $10.0 million for the comparable period in 2019. The decrease ~~reflected $2.0 million of net~~was primarily attributable to lower compensation and employee-related costs due to ~~show scheduling differences, most notably Digital Dealer Fall~~a combination of permanent staff reductions and ~~Fastener both staging~~furloughs, and lower travel and promotional expenses related to the cancellation of all third quarter live events. Lower credit card fees in the current year period as a result of the cancelled events generated additional cost reductions.

Depreciation and Amortization Expense

During the three months ended September 30, 2020, depreciation and amortization expense for the Commerce reportable segment of $6.7 million was consistent with the comparable period in 2019.

Goodwill Impairment Charges

During the third quarter of 2019, ~~versus~~ the ~~fourth~~Company recognized a non-cash goodwill impairment charge of $5.7 million, related to reporting units under the Commerce segment, as a result of a triggering event caused by reduced performance expectations for the year. No goodwill impairment charges were recorded during the quarter ended September 30, 2020.

Intangible Asset Impairment Charges

In connection with the triggering event described above, we performed impairment assessments of ~~2018, Outdoor Retailer Summer, which staged in the second quarter of 2019, versus~~long-lived assets and indefinite-lived intangible assets during the third quarter of ~~2018,~~2019, and ~~Impressions Expo Fort Worth, which will stage~~recognized a non-cash impairment charge related to indefinite-lived intangible assets under the Commerce segment of $0.7 million. No intangible asset impairment charges were recorded during the quarter ended September 30, 2020.

Design and Technology

The following represents the change in revenue, expenses and operating profit in the ~~fourth quarter~~Design and Technology reportable segment for the three months ended September 30, 2020 and 2019:

	Three Months Ended September 30,
	2020			2019			Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	5.0		$	20.6		$	(15.6	)		(75.7	%)
Other income		3.1			—			3.1		NM
Cost of revenues		1.9			6.7			(4.8	)		(71.6	%)
Selling, general and administrative expenses		4.6			7.3			(2.7	)		(37.0	%)
Depreciation and amortization expense		4.1			4.8			(0.7	)		(14.6	%)
Goodwill impairment charge		—			3.2			(3.2	)	NM
Intangible asset impairment charges		—			7.9			(7.9	)	NM
Operating loss	$	(2.5	)	$	(9.3	)	$	6.8			(73.1	%)

Revenues

During the three months ended September 30, 2020 revenues for the Design and Technology reportable segment decreased $15.6 million, or 75.7%, to $5.0 million from $20.6 million for the comparable period in 2019. The primary driver of ~~2019, and $1.6 million and $1.0 million, respectively, of cost savings on discontinued events and~~the decline was the cancellation of ~~Surf Expo and ISS Orlando shows, respectively,~~substantially all live events scheduled to stage during the third quarter due to COVID-19. These cancelled events represented $15.6 million in prior year revenues. A decline in other marketing services revenue was offset by ~~an incremental $0.6~~the launch of several new virtual events in the Design and Technology segment.

Other Income

Other Income of $3.1 million was recorded for the Design and Technology reportable segment related to event cancellation insurance claims proceeds, of which $1.3 million was received and $1.8 million was confirmed by the ~~2018 Acquisitions.~~insurance provider during the quarter ended September 30, 2020. All $1.8 million of insurance receivables for the Design and Technology segment as of September 30, 2020 were received in October 2020.

Cost of Revenues

During the three months ended September 30, 2020 cost of revenues for the Design and Technology reportable segment decreased $4.8 million, or 71.6%, to $1.9 million from $6.7 million for the comparable period in 2019. The ~~remaining $2.7~~primary driver of the decline was the cancellation of substantially all live events scheduled to stage during the third quarter due to COVID-19. These cancelled events represented $5.3 million in prior year cost of revenues. The decline was partially offset by a $0.5 million increase in cost of revenues ~~partly reflected~~related to the ~~additional costs~~launch of ~~our 2019 show improvement initiatives.~~several new virtual events in the Design and Technology segment.

Selling, General and Administrative Expense

~~Selling,~~During the three months ended September 30, 2020 selling, general and administrative expenses for the Design and Technology reportable segment decreased $2.7 million, or 37.0%, to $4.6 million from $7.3 million for the comparable period in 2019. The decrease was primarily attributable to lower compensation and employee-related costs due to a combination of ~~$33.7~~permanent staff reductions and furloughs, and lower travel and promotional expenses related to the cancellation of all third quarter live events. Lower credit card fees related to the cancelled events generated additional cost reductions.

Depreciation and Amortization Expense

During the three months ended September 30, 2020 depreciation and amortization expense for the Design and Technology reportable segment decreased $0.7 million, or 14.6%, to $4.1 million from $4.8 million for the comparable period in 2019. The decrease was attributable to the definite-lived intangible impairment charges recorded in 2019 and the first quarter of 2020.

Goodwill Impairment Charges

During the third quarter of 2019, the Company recognized a non-cash goodwill impairment charge of $3.2 million, related to reporting units under the Design and Technology segment, as a result of a triggering event caused by reduced performance expectations for the year. No goodwill impairment charges were recorded during the quarter ended September 30, 2020.

Intangible Asset Impairment Charges

In connection with the triggering event described above, we performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the third quarter of 2019, and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the Design and Technology segment of $3.6 million and $4.3 million, respectively. No intangible asset impairment charges were recorded during the quarter ended September 30, 2020.

All Other Category

The following represents the change in revenue, expenses and operating profit in the All Other category for the three months ended September 30, 2020 and 2019:

	Three Months Ended September 30,
	2020			2019			Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	1.8		$	4.3		$	(2.5	)		(58.1	%)
Other income		2.3			—			2.3		NM
Cost of revenues		0.5			2.4			(1.9	)		(79.2	%)
Selling, general and administrative expenses		3.4			2.3			1.1			47.8	%
Depreciation and amortization expense		0.6			0.9			(0.3	)		(33.3	%)
Goodwill impairment charge		—			0.5			(0.5	)	NM
Intangible asset impairment charges		—			8.4			(8.4	)	NM
Operating loss	$	(0.4	)	$	(10.2	)	$	9.8			(96.1	%)

Revenues

During the three months ended September 30, 2020 revenues for the All Other category decreased $2.5 million, or 58.1%, to $1.8 million from $4.3 million for the comparable period in 2019. The primary driver of the decline was the cancellation of all live events scheduled to stage during the third quarter due to COVID-19. These cancelled events represented $3.3 million in prior year revenues. This decline was partially offset by incremental revenues from the 2019 acquisition of G3.

Other Income

Other Income of $2.3 million was recorded for the All Other category related to event cancellation insurance claims proceeds, of which $1.7 million was received and $0.5 million was confirmed by the insurance provider during the quarter ended September 30, 2020. All $0.5 million of insurance receivables for the All Other category as of September 30, 2020 were received in October 2020

Cost of Revenues

During the three months ended September 30, 2020 cost of revenues for the All Other category decreased $1.9 million, to $0.5 million from $2.4 million for the comparable period in 2019. The primary driver of the decline was the cancellation of all live events scheduled to stage during the third quarter due to COVID-19. These cancellations represented $1.7 million of prior year costs.

Selling, General and Administrative Expense

During the three months ended September 30, 2020 selling, general and administrative expenses for the All Other category increased $1.1 million, or 47.8%, to $3.4 million from $2.3 million for the comparable period in 2019. The increase in selling, general and administrative expense was primarily due costs associated G3, which was acquired in November 2019.

Depreciation and Amortization Expense

During the three months ended September 30, 2020 depreciation and amortization expense for the All Other category decreased $0.3 million, or 33.3%, to $0.6 million from $0.9 million for the comparable period in 2019. The decrease was attributable to the definite-lived intangible impairment charges recorded in 2019 and the first quarter of 2020.

Goodwill Impairment Charges

During the third quarter of 2019, the Company recognized a non-cash goodwill impairment charge of $0.5 million, related to reporting units under the All Other category, as a result of a triggering event caused by reduced performance expectations for the year. No goodwill impairment charges were recorded during the quarter ended September 30, 2020.

Intangible Asset Impairment Charges

In connection with the triggering event described above, we performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the third quarter of 2019, and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the All Other category of $0.6 million and $7.8 million, respectively. No intangible asset impairment charges were recorded during the quarter ended September 30, 2020.

Corporate Category

The following represents the change in operating expenses in the Corporate category for the three months ended September 30, 2020 and 2019:

	Three Months Ended September 30,
	2020		2019		Variance $			Variance %
	(unaudited) (dollars in millions)
Selling, general and administrative expenses		13.1		14.1		(1.0	)		(7.1	%)
Depreciation and amortization expense		0.8		0.5		0.3			60.0	%
Total operating expenses	$	13.9	$	14.6	$	(0.7	)		(4.8	%)

Selling, General and Administrative Expense

During the three months ended September 30, 2020 selling, general and administrative expenses for the Corporate category decreased $1.0 million, or 7.1%, to $13.1 million from $14.1 million for the comparable period in 2019. The decrease was primarily attributable to lower stock-based compensation, non-recurring contract termination and severance costs and the downward adjustment of contingent consideration, partially offset by higher non-recurring legal costs during the three months ended September 30, 2020.

Depreciation and Amortization Expense

During the three months ended September 30, 2020 depreciation and amortization expense for the Corporate category increased $0.3 million, or 60.0%, to $0.8 million from $0.5 million for the comparable period in 2019. The increase was attributable to higher internally developed and purchased software amortization during the three months ended September 30, 2020.

Interest Expense

Interest expense of $4.2 million for the three months September 30, 2020 decreased $3.3 million, or 44.0%, from $7.5 million for the comparable period in 2019. The decrease was primarily attributable to a $3.2 million decrease in interest expense on the Amended and Restated Term Loan Facility primarily resulting from the decrease in the average interest rate of 5.00% for the three months ended September 30, 2019 increased $4.0 million, or 13.5%, from $29.7 million for the comparable period in 2018. The increase in selling, general and administrative expenses for the third quarter of 2019 reflected approximately $1.6 million in incremental costs from the 2018 Acquisitions and $1.2 million in higher non-recurring other items, offset by $0.6 million of lower costs attributable to show scheduling differences and $0.9 million in reduced costs related to discontinued events. The remaining $2.7 million increase in 2019 partly reflected additional senior management costs and incremental investment initiatives.

~~Depreciation and Amortization Expense~~

Depreciation and amortization expense of $12.9 million for the three months ended September 30, 2019 increased $1.5 million, or 13.2%, from $11.4 million for the comparable period in 2018. The increase was related to additional intangible assets acquired in the 2018 Acquisitions and additional intangible asset amortization on the trade name intangible assets for which we adjusted the estimated useful life in the fourth quarter of 2018.

~~Goodwill and Intangible Asset Impairment Charges~~

As a result of the August 31, 2019 impairment assessments for goodwill, long-lived assets and indefinite-lived intangible assets, we recorded $26.3 million in non-cash impairment charges, which included a goodwill impairment charge of $9.3 million, an impairment charge for certain of our customer-related intangible assets of $8.7 million and an impairment charge for certain of our trade names of $8.3 million for the three months ended September 30, 2019. No goodwill or intangible asset impairment charges were recorded during the comparable period in 2018. The impairment charges were due to a decline in fair value compared to ~~the carrying value~~an average interest rate of goodwill, certain trade names and certain customer-related intangible assets, which were primarily driven by changes to future forecasted performance and decline in our stock price, which management deemed a triggering event and requiring quantitative analysis.

~~Interest Expense~~

Interest expense of $7.5 million for the three months ended September 30, 2019 increased $0.2 million, or 2.7%, from $7.3 million for the comparable period in 2018. The increase was primarily attributable to an increase in the interest expense related to borrowings under the Amended and Restated Revolving Credit Facility and letters of credit outstanding related to higher outstanding indebtedness balance under the Amended and Restated Revolving Credit Facility2.66% during the three months ended September 30, ~~2019.~~2020.

(Benefit ~~From) Provision for~~from Income Taxes

For the three months ended September 30, 2020 and 2019, ~~and 2018, we~~the Company recorded a benefit from income taxes of ~~$3.6~~$6.4 million and ~~a provision for income taxes of $7.9~~$3.6 million, respectively, which resulted in an effective tax ~~rate~~rates adjusted for discrete items of 29.5% and 25.9% for the three months ended September 30, 2020 and 2019, and an effective tax rate of 27.4% for the three months ended September 30, 2018. The decrease in benefit from income taxes of $11.5 million was primarily due to a $52.1 million decrease in loss before taxes. The decline in the effective tax rate was also primarily due to the $52.1 million decrease in loss before income taxes, partly offset by fluctuations in state income taxes, permanent book-to-tax differences (e.g., nondeductible officer compensation), and excess tax benefits (deficiencies) realized upon the vesting of certain share-based payment awards, in addition to the effects of certain discrete items. Discrete items for the three months ended September 30, 2019 primarily consisted of goodwill impairment charges.respectively.

Net ~~(Loss) Income; Adjusted EBITDA; Adjusted Net Income~~Loss

Net loss of ~~$19.7~~$15.3 million for the three months ended September 30, ~~2019~~2020 represented a ~~$40.6~~$4.4 million ~~or 194.3%, decrease~~improvement from net ~~income~~loss of ~~$20.9~~$19.7 million for the comparable period in ~~2018. In~~2019. Key drivers of the ~~third quarter, in connection with a triggering event caused by reduced performance expectations~~year-over-year increase were the absence of non-cash goodwill and intangible asset impairment charges in the current year, ~~we recorded a $26.3 million non-cash charge related to the impairment of goodwill, certain customer-related intangible assets~~higher other income from cancellation insurance claim proceeds and ~~certain trade names. Other key drivers of the quarter-over-quarter decrease were~~lower interest expense, offset by lower revenues due to ~~show scheduling differences and increased expenses, as described above.~~COVID-19 related event cancellations.

Adjusted EBITDA

Adjusted EBITDA of ~~$28.7~~negative $3.2 million for the three months ended September 30, ~~2019~~2020 decreased by ~~$12.2~~$31.9 million, ~~or 29.8%,~~ from ~~$40.9~~$28.7 million for the comparable period in ~~2018, after adjusting for the show scheduling differences described above.~~2019. The decrease in Adjusted EBITDA ~~of $12.2 million, or 29.8%,~~ was mainly driven by the cancellation of all scheduled live events during the quarter due to the COVID-19 pandemic as well as the combined effect of slightly lower organic revenues, ~~incremental investments in the events that took place in the quarter~~partially offset by other income generated by event cancellation insurance proceeds and ~~in marketing costs incurred for future~~cost savings on cancelled and postponed events.

Adjusted Net (Loss) Income

Adjusted Net (Loss) Income for the three months ended September 30, ~~2019~~2020 of ~~$12.6~~a loss of $5.5 million decreased by ~~$11.6~~$18.1 million, ~~or 47.9%,~~ from ~~$24.2~~Adjusted Net Income of $12.6 million for the comparable period in ~~2018.~~2019. The decrease was primarily attributable to the decrease in ~~net income to a net loss position as~~Adjusted EBITDA described above, ~~and~~offset by a lower quarter over quarter variance in the ~~increase~~addback for provision for income tax adjustments, partially offset by the add-back of increases of $26.3 million for goodwill and intangible impairment charges, $1.5 million for higher amortization for acquired intangible assets, $1.2 million for increases in other items and the impact of $10.7 million for the deduction for several show scheduling adjustments, as described above.taxes.

Adjusted EBITDA and Adjusted Net (Loss) Income are financial measures that are not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018.” For a discussion of our presentation of Adjusted Net Income, see footnote 4 to the table under the heading “—Results of Operations—Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018.~~2019.” For a discussion of our presentation of Adjusted Net Income, see footnote 5 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019.”

Nine Months Ended September 30, ~~2019~~2020 Compared to Nine Months Ended September 30, ~~2018~~2019

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

	Nine Months Ended September 30,										Nine Months Ended September 30,
	2019		2018		Variance $			Variance %			2020			2019		Variance $			Variance %
	(unaudited) (dollars in millions)										(unaudited) (dollars in millions)
Statement of income and comprehensive income data:
Statement of (loss) income and comprehensive (loss) income data:
Revenues	$	316.0	$	323.7	$	(7.7	)		(2.4	)%	$	115.2		$	316.0	$	(200.8	)		(63.5	%)
Other income		6.1		—		6.1			100.0	%		64.3			6.1		58.2		NM
Cost of revenues⁽¹⁾		102.8		91.7		11.1			12.1	%		47.1			102.8		(55.7	)		(54.2	%)
Selling, general and administrative expenses⁽²⁾⁽¹⁾		101.9		90.0		11.9			13.2	%		88.8			101.9		(13.1	)		(12.9	%)
Depreciation and amortization expense		39.3		34.2		5.1			14.9	%		37.2			39.3		(2.1	)		(5.3	%)
Goodwill and intangible asset impairment charges⁽³⁾		26.3		—		26.3			100.0	%
Operating income		51.8		107.8		(56.0	)		(51.9	)%
Goodwill impairment charges⁽²⁾												564.0			9.0		555.0		NM
Intangible asset impairment charges⁽³⁾												59.4			17.3		42.1		NM
Operating (loss) income												(617.0	)		51.8		(668.8	)	NM
Interest expense		23.3		21.1		2.2			10.4	%		16.5			23.3		(6.8	)		(29.2	%)
Income before income taxes		28.5		86.7		(58.2	)		(67.1	)%
Provision for income taxes		10.3		21.8		(11.5	)		(52.8	)%
Net income and comprehensive income	$	18.2	$	64.9	$	(46.7	)		(72.0	)%
(Loss) income before income taxes												(633.5	)		28.5		(662.0	)	NM
(Benefit from) provision for income taxes												(58.0	)		10.3		(68.3	)		(663.1	%)
Net (loss) income and comprehensive (loss) income attributable to Emerald Holdings, Inc.											$	(575.5	)	$	18.2	$	(593.7	)	NM

Other financial data (unaudited):
Adjusted EBITDA⁽⁴⁾	$	129.3	$	158.2	$	(28.9	)		(18.3	)%	$	53.6		$	129.3	$	(75.7	)		(58.5	%)
Adjusted Net Income⁽⁵⁾	$	74.2	$	102.4	$	(28.2	)		(27.5	)%	$	42.0		$	74.2	$	(32.2	)		(43.4	%)
Free Cash Flow⁽⁶⁾	$	49.8	$	65.3	$	(15.5	)		(23.7	)%	$	(45.8	)	$	49.8	$	(95.6	)	NM
Organic Revenue⁽⁷⁾											$	108.2		$	114.5	$	(6.3	)		(5.5	%)

(1)	~~Cost of revenues for the nine months ended September 30, 2019 and 2018 included zero and 0.6 million, respectively, in transition and integration costs.~~

~~(2)~~

Selling, general and administrative expenses for the nine months ended September 30, 2020 and 2019 ~~and 2018~~ included ~~$5.6~~$5.8 million and ~~$7.7~~$5.6 million, respectively, in acquisition-related transaction, transition and integration costs, including legal and advisory fees. Also included in selling, general and administrative expenses for the nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 were stock-based compensation expenses of $4.2 million and $6.1 million, ~~and $4.5 million,~~ respectively.

~~(3)~~(2)

Goodwill ~~and intangible asset~~ impairment charges for the nine months ended September 30, 2020 and 2019 ~~included~~represent non-cash ~~impairment~~ charges of ~~$9.3 million, $8.7~~$564.0 million and ~~$8.3~~$9.0 million, ~~for goodwill, certain customer-related intangible assets and certain trade names,~~ respectively, recognized in connection with ~~our August 31, 2019~~the Company’s interim testing of ~~intangibles~~goodwill for ~~impairment during the three months ended September 30, 2019.~~impairment. See Note 5, ~~Goodwill~~6, Intangible Assets and ~~Intangible Assets~~,Goodwill, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information with respect to our non-cash goodwill ~~and intangible asset~~ impairment charges. ~~No goodwill and intangible~~

(3)

Intangible asset impairment charges ~~were recognized during~~for the nine months ended September 30, ~~2018.~~ 2020 represent non-cash charges of $46.2 million and $13.2 million for certain indefinite-lived intangible assets and definite-lived intangible assets, respectively, in connection with the Company’s interim testing of intangibles for impairment. Intangible asset impairment charges for the nine months ended September 30, 2019 represent non-cash charges of $4.9 million and $12.1 million for certain indefinite-lived intangible assets and definite-lived intangible assets, respectively, in connection with the Company’s interim testing of intangibles for impairment

(4)	For a definition of Adjusted EBITDA and the reasons management uses this metric, see footnote 34 to the table under the heading “—“—Results of ~~Operations~~—Operations—Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018.~~2019.”

Nine Months Ended
September 30,

2019

2018

(unaudited)

(dollars in millions)

Net income

$
18.2

$
64.9

Add:

Interest expense

23.3

21.1

Provision for income taxes

10.3

21.8

Goodwill and intangible asset impairment charges^(a)

26.3

—

Depreciation and amortization expense

39.3

34.2

Stock-based compensation expense^(b)

6.1

4.5

Deferred revenue adjustment^(c)

0.2

0.2

Other items^(d)

5.6

7.7

Scheduling adjustments^(e)

—

3.8

Adjusted EBITDA

$
129.3

$
158.2

	Nine Months Ended September 30,
	2020			2019
	(unaudited)
	(dollars in millions)
Net (loss) income	$	(575.5	)	$	18.2
Add:
Interest expense		16.5			23.3
(Benefit from) provision for income taxes		(58.0	)		10.3
Goodwill impairment charges^(a)		564.0			9.0
Intangible asset impairment charges^(b)		59.4			17.3
Depreciation and amortization expense		37.2			39.3
Stock-based compensation expense^(c)		4.2			6.1
Deferred revenue adjustment^(d)		—			0.2
Other items^(e)		5.8			5.6
Adjusted EBITDA	$	53.6		$	129.3

(a)	Represents the non-cash goodwill ~~and~~impairment charges described in footnote 2 above.

(b)	Represents the non-cash intangible asset impairment charges described in footnote 3 above.

~~(b)~~(c)

Represents costs related to stock-based compensation associated with certain employees’ participation in the 2013 Plan, the 2017 Plan and the ESPP.

~~(c)~~(d)

~~Deferred~~Represents deferred revenue ~~balances~~acquired in the ~~opening balance sheets of acquired assets and liabilities for~~ Boutique Design New York ~~and CPMG reflected~~(“BDNY”) acquisition that was recorded at the acquisition date fair value ~~of the assumed deferred revenue performance obligations at the respective acquisition dates.~~in accordance with purchase accounting rules. If the ~~businesses~~business had been continuously owned by us throughout the ~~quarterly~~ periods presented, the fair value adjustments of $0.2 million for ~~both periods~~BDNY for the nine months ended September 30, 2019 would not have been required and the revenues for the nine months ended September 30, 2019 ~~and 2018~~ would have been higher by $0.2 ~~million for both periods.~~million.

~~(d)~~(e)

Other items for the nine months ended September 30, 2020 included: (i) $4.7 million in transition costs, including one-time severance expense of $2.8 million, (ii) $1.5 million in non-recurring legal, audit and consulting fees and (iii) $0.4 million in transaction costs in connection with certain acquisition transactions offset by (iv) $0.7 million reduction to expense related to the remeasurement of contingent consideration. Other items for the nine months ended September 30, 2019 included: (i) $1.4 million in contract termination costs, (ii) $0.8 million in transaction costs in connection with certain acquisition transactions, ~~as well as acquisitions that were pursued but not completed~~(iii) $3.2 million in ~~the period, (iii)~~transition costs and (iv) $0.2 million in non-recurring legal, ~~accounting,~~audit and consulting fees and other related activities and (iv) $3.2 million in transition costs. Other items for the nine months ended September 30, 2018 included: (i) $2.3 million in transaction costs incurred in connection with certain acquisition transactions, (ii) $1.1 million in non-recurring legal, accounting, consulting fees and other related activities and (iii) $4.3 million in transition costs.fees.

~~(e)~~

Reflects the EBITDA from several event scheduling differences in the nine months ended September 30, 2019, most notably Digital Dealer Fall and Fastener, which staged in the third quarter of 2019, versus the fourth quarter of 2018, and Impressions Expo Fort Worth, which will stage in the fourth quarter of 2019, versus the third quarter of 2018.

(5)	For a definition of Adjusted Net Income and the reasons management uses this metric, see footnote 45 to the table under the heading “—Results of Operations—Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018.~~2019.”

	Nine Months ended September 30,						Nine Months ended September 30,
	2019			2018			2020			2019
	(unaudited)						(unaudited)
	(dollars in millions)						(dollars in millions)
Net income	$	18.2		$	64.9
Net (loss) income							$	(575.5	)	$	18.2
Add (deduct):
Stock-based compensation expense^(a)		6.1			4.5			4.2			6.1
Deferred revenue adjustment^(b)		0.2			0.2			—			0.2
Goodwill and intangible asset impairment charges^(c)		26.3			—
Other items^(d)		5.6			7.7
Goodwill impairment charges^(c)								564.0			9.0
Intangible asset impairment charges^(d)								59.4			17.3
Other items^(e)								5.8			5.6
Amortization of deferred financing fees and discount		1.1			1.3			1.1			1.1
Amortization of acquired intangible assets^(e)		37.5			32.6
Scheduling adjustments^(f)		—			3.8
Amortization of acquired intangible assets^(f)								35.0			37.5
Tax adjustments related to non-GAAP adjustments^(g)		(20.8	)		(12.6	)		(52.0	)		(20.8	)
Adjusted Net Income	$	74.2		$	102.4		$	42.0		$	74.2

(a)	Represents costs related to stock-based compensation ~~associated with certain employees’ participation in the 2013 Plan, the 2017 Plan and the ESPP.~~

~~(b)~~

~~Represents the deferred revenue charge as~~expenses described in footnote 4(c) above.

(b)	Represents the deferred revenue charge described in footnote 4(d) above.

(c)	Represents ~~the~~non-cash goodwill ~~and intangible asset~~impairment charges described in footnote 34(a)

(d)	Represents non-cash intangible asset impairment charges described in footnote 4(b) above.

~~(d)~~(e)

Represents other items described in footnote ~~4(d)~~4(e) above.

~~(e)~~(f)

We have historically grown our business through acquisitions and have therefore acquired significant definite-lived intangible assets, the value of which isare amortized over time. These acquired intangible assets are amortized over periods ranging from seven to ~~thirty~~30 years.

~~(f)~~(g)

Represents ~~scheduling adjustments described in footnote 4(e) above.~~

~~(g)~~

~~Reflects~~ the application of U.S. ~~federal~~Federal and state ~~effective~~enterprise tax rate of 27.1% to non-impairment related items and ~~25.1% for~~the actual tax effect of non-cash impairment charges of $39.6 million. For the nine months ended September 30, 2019, represents the application of U.S. Federal and ~~2018, respectively.~~state enterprise tax rate of 27.1%.

(6)

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

Free Cash Flow is a supplemental non-GAAP financial measure of liquidity and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measures determined in accordance with GAAP. Also, Free Cash Flow is not necessarily comparable to similarly titled measures used by other companies.

	Nine Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2020			2019
	(unaudited)				(unaudited)
	(dollars in millions)				(dollars in millions)
Net Cash Provided by Operating Activities	$	51.6	$	68.5
Net Cash (Used in) Provided by Operating Activities					$	(42.7	)	$	51.6
Less:
Capital expenditures		1.8		3.2		3.1			1.8
Free Cash Flow	$	49.8	$	65.3	$	(45.8	)	$	49.8

(7)	For a definition of Adjusted Organic revenue and the reasons management uses this metric, see footnote 6 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019.”

	Nine Months Ended September 30,
	2020			2019			Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	115.2		$	316.0		$	(200.8	)		(63.5	%)
Add (deduct):
Acquisition revenues		(7.0	)					(7.0	)
Discontinued events		—			(3.6	)		3.6
COVID-19 cancellations^(a)		—			(197.9	)		197.9
Organic revenues	$	108.2		$	114.5		$	(6.3	)		(5.5	%)

(a)

Represents reduction in revenues as a result of the cancellation of certain events that staged in the first quarter of 2019 and all events that staged in the second quarter of 2019 and certain events that staged in the third quarter of 2019, due to COVID-19. We believe the financial impact, net of costs saved, will be partially offset by event cancellation insurance proceeds from pending claims.

Revenues

Revenues of ~~$316.0~~$115.2 million for the nine months ended September 30, ~~2019~~2020 decreased ~~$7.7~~$200.8 million, or ~~2.4%~~63.5%, from ~~$323.7~~$316.0 million for the comparable period in ~~the prior year. Revenues were reduced for the nine months ended September 30,~~ 2019, ~~by $7.1 million as our Surf Expo and ISS Orlando shows were forced to cancel~~primarily due to the negative impact of ~~Hurricane Dorian. We~~COVID-19 and the related cancellation and rescheduling of certain events. See “Commerce Segment – Revenues,” “Design and Technology Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of the factors contributing to the changes in total revenues.

Other Income

Other Income of $64.3 million was recorded ~~the associated $6.1 million insurance settlement, under our~~related to event cancellation insurance ~~policy, as other income in~~claims proceeds, of which $54.8 million was received and $9.5 million was confirmed by the nine months ended September 30, 2019. Further, acquisitions made in 2018 contributed $9.3 million of incremental revenue in the nine months ended September 30, 2019, while the nine months ended September 30, 2018 revenues included $5.4 million from discontinued events, primarily our Interbike show, which did not stage in 2019. Scheduling differences contributed a net of $6.0 million of revenueinsurance provider during the nine months ended September 30, ~~2019, most notably Digital Dealer Fall and Fastener, which staged in the third quarter~~2020. All $9.5 million of ~~2019, versus the fourth quarter~~insurance receivables as of 2018, and Impressions Expo Fort Worth, which will stage in the fourth quarter of 2019, versus the third quarter of 2018. After adjusting organic revenues for the various show timing differences, for the anticipated revenue of the Surf Expo and ISS Orlando shows, and the discontinuance of our Interbike show, organic revenues for the nine months ended September 30, ~~2019~~2020 were ~~down $10.4 million, or 3.3%, as compared to the prior year quarter. The decrease~~received in revenues is partially reflected declines for our NY NOW shows, National Stationery Show, Outdoor Retailer Snow Show, Wedding & Portrait Photography International, Internet Retailer Conference and Exhibition, GlobalShop, JA New York Summer and ICFF. The underlying performance reflected growth in several of the year’s shows, including the Kitchen & Bath Industry Show (“KBIS”), Sports Licensing & Tailgate Show, National Pavement Expo, the Original Miami Beach Antique Show, the International Pizza Expo and HD Expo.

~~Other Income~~

On September 1, 2019, as a result of Hurricane Dorian, our Surf Expo and ISS Orlando were forced to be cancelled. We carry cancellation insurance to mitigate losses caused by natural disasters and received confirmation from its insurance carrier during the quarter that a settlement of approximately $6.1 million would be paid to offset the lost revenues from the affected trade shows. Management concluded that the receipt of insurance proceeds was realizable in the quarter ended September 30, 2019. As a result, duringOctober 2020. During the nine months ended September 30, 2019, we recorded other income of $6.1 ~~million in the condensed consolidated statements~~million. See “Commerce Segment – Revenues,” “Design and Technology Segment – Revenues,” and “All Other Category – Revenues” below for a discussion of ~~(loss) income and comprehensive (loss) income included elsewhere in this Form 10-Q to recognize the amount to be recovered from the insurance company.~~Other Income by segment.

Cost of Revenues

Cost of revenues of ~~$102.8~~$47.1 million for the nine months ended September 30, ~~2019 increased $11.1~~2020 decreased $55.7 million, or ~~12.1%~~54.2%, from ~~$91.7~~$102.8 million for the comparable period in 2019. See “Commerce Segment – Cost of Revenues,” “Design and Technology Segment – Cost of Revenues” and “All Other Category – Cost of Revenues” below for a discussion of the prior year. This increase reflected $1.9 million of net higher costs due to show scheduling differences, most notably Digital Dealer Fall and Fastener, which staged in the third quarter of 2019, versus the fourth quarter of 2018, and Impressions Expo Fort Worth, which will stage in the fourth quarter of 2019 and an incremental $3.8 million of costs relatedfactors contributing to the 2018 Acquisitions, offset by $1.7 million and $1.0 million, respectively, of cost savings on discontinued events and the cancellation of Surf Expo and ISS Orlando shows, respectively. After adjusting for the various show timing differences, the costs savings for the Surf Expo and ISS Orlando shows and the discontinuance of our Interbike show, organicchanges in total cost of revenues increased by $8.1 million, or 8.1%, as compared to the comparable period in the prior year. The organic increase was attributable to additional investments in our shows, most notably our NY NOW shows, additional costs from growth in certain shows, most notably KBIS, and new show launches in 2019, most notably C-StorePoint..

Selling, General and Administrative Expense

Total selling, general and administrative expenses consist primarily of compensation and employee-related costs, sales commissions and incentive plans, stock-based compensation expense, marketing expenses, information technology expenses, travel expenses, facilities costs, consulting fees and public reporting costs. Selling, general and administrative expenses of ~~$101.9~~$88.8 million for the nine months ended September 30, ~~2019 increased $11.9~~2020 decreased $13.1 million, or ~~13.2%~~12.9%, from ~~$90.0~~$101.9 million for the comparable period in 2019. See “Commerce Segment – Selling, General and Administrative Expenses”, “Design and Technology Segment – Selling, General and Administrative Expenses”, “All Other category – Selling, General and Administrative Expenses” and “Corporate - Selling, General and Administrative Expenses” below for a discussion of the ~~prior year. Selling,~~factors contributing to the changes in total selling, general and administrative expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense of $37.2 million for the nine months September 30, 2020 decreased $2.1 million, or 5.3%, from $39.3 million for the comparable period in 2019. See “Commerce Segment – Depreciation and Amortization Expense,” “Design and Technology Segment – Depreciation and Amortization Expense,” “All Other Category – Depreciation and Amortization Expense” and “Corporate – Depreciation and Amortization Expense” below for a discussion of the factors contributing to the changes in total depreciation and amortization expense.

Segment Results fortheNine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Commerce

The following represents the change in revenue, expenses and operating profit in the Commerce reportable segment for the nine months ended September 30, ~~2019 included incremental costs of $6.7 million related to costs associated with the 2018 Acquisitions, $1.6 million in increases for stock-based compensation~~2020 and $0.2 million net higher costs attributable to show scheduling differences, most notably Digital Dealer Fall and Fastener, which staged in the third quarter of 2019, versus the fourth quarter of 2018, and Impressions Expo Fort Worth, which will stage in the fourth quarter of 2019, partly offset by a reduction of $2.1 million in non-recurring costs associated with transaction and transition activities and $1.4 million in cost savings on discontinued events. The remaining $6.9 million increase partly reflected additional senior management costs and incremental investment initiatives.2019:

	Nine Months Ended September 30,
	2020			2019		Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	52.7		$	178.7	$	(126.0	)		(70.5	%)
Other income		45.3			6.1		45.3			742.6	%
Cost of revenues		20.5			47.5		(27.0	)		(56.8	%)
Selling, general and administrative expenses		22.3			31.4		(9.1	)		(29.0	%)
Depreciation and amortization expense		20.7			20.0		0.7			3.5	%
Goodwill impairment charge		340.6			5.7		334.9		NM
Intangible asset impairment charges		30.7			0.7		30.0		NM
Operating (loss) income	$	(336.8	)	$	79.5	$	(416.3	)		(523.6	%)

~~Depreciation and Amortization Expense~~

~~Depreciation and amortization expense of $39.3 million for~~Revenues

During the nine months ended September 30, ~~2019 increased $5.1~~2020, revenues for the Commerce reportable segment decreased $126.0 million, or ~~14.9%~~70.5%, to $52.7 million from ~~$34.2~~$178.7 million for the comparable period in the prior year. The ~~increase~~primary driver of the decline was the cancellation of several first quarter and all scheduled second and third quarter live events due to COVID-19. These cancelled events represented $124.7 million in prior year revenues. The remaining $1.2 million decline in revenues was primarily ~~associated with additional intangible assets acquired~~attributable to a decline of 2.3% for the events that staged during the first quarter of 2020 in the ~~2018 Acquisitions and additional intangible asset amortization on~~Commerce segment, offset by revenues generated by the ~~trade name intangible assets for which we adjusted the estimated useful life~~launch of new virtual events in the ~~fourth quarter~~third quarter.

Other Income

Other Income of ~~2018.~~

~~Goodwill~~$45.3 million was recorded for the Commerce reportable segment related to event cancellation insurance claims proceeds, of which $38.1 million was received and ~~Intangible Asset Impairment Charges~~

~~As a result of~~$7.2 million was confirmed by the August 31, 2019 impairment assessments for goodwill, long-lived assets and indefinite-lived intangible assets, we recognized $26.3 million in non-cash impairment charges, including a goodwill charge of $9.3 million, a charge for certain of our customer-related intangible assets for $8.7 million and a charge for certain of our trade names of $8.3 million forinsurance provider during the nine months ended September 30, ~~2019. No goodwill or intangible asset impairment charges~~2020. All $7.2 million of insurance receivables as of September 30, 2020 were ~~recorded during~~received in October 2020.

During the ~~comparable period in 2018. The impairment charges~~third quarter of 2019, as a result of Hurricane Dorian, our Surf Expo and Impressions Expo Orlando (“ISS Orlando”) shows were ~~due~~forced to be cancelled. Emerald carries cancellation insurance to mitigate losses caused by natural disasters and received a ~~decline in fair value compared~~settlement of $6.1 million to offset the lost revenues from the affected trade shows. As a result, Other income of $6.1 million attributable to the ~~carrying value~~Commerce segment was recorded in the condensed consolidated statements of ~~goodwill, certain trade names~~income and certain customer-related intangible assets, which were primarily driven by changes to future forecasted performance and decline in our stock price, which management deemed a triggering event and performed a quantitative analysis.

~~Interest Expense~~

~~Interest expense of $23.3 million~~comprehensive income for the nine months ended September 30, 2019 ~~increased $2.2~~to recognize the amount recovered from the insurance company. All $6.1 million of insurance receivables for the Commerce segment as of September 30, 2019 were received in October 2019.

Cost of Revenues

During the nine months ended September 30, 2020, cost of revenues for the Commerce reportable segment decreased $27.0 million, or ~~10.4%~~56.8%, to $20.5 million from ~~$15.8~~$47.5 million for the comparable period in the prior year. The ~~increase~~primary driver of the decline was the cancellation of several first quarter and all scheduled second and third quarter live events due to COVID-19. These cancelled events represented $26.2 million of prior year costs.

Selling, General and Administrative Expense

During the nine months ended September 30, 2020, selling, general and administrative expenses for the Commerce reportable segment decreased $9.1 million, or 29.0%, to $22.3 million from $31.4 million for the comparable period in 2019. The decrease was primarily ~~attributable~~comprised of lower compensation and employee-related costs due to ~~(i)~~ a ~~$1.4~~combination of permanent staff reductions and furloughs, and lower travel and promotional expenses related to the cancelled events. Lower credit card fees related to the cancelled events generated additional cost reductions.

Depreciation and Amortization Expense

During the nine months ended September 30, 2020, depreciation and amortization expense for the Commerce reportable segment increased $0.7 million, ~~increase~~or 3.5%, to $20.7 million from $20.0 million for the comparable period in ~~interest expense~~2019.

Goodwill Impairment

In the first quarter of 2020, in connection with a triggering event caused by the impact of the COVID-19 pandemic on the ~~Amended~~travel and ~~Restated Term Loan Facility primarily resulting from~~events industry, the ~~increase~~Company’s forecasted results and the market value of its common stock, management performed an interim goodwill impairment assessment. As a result of this assessment, a $340.6 million non-cash goodwill impairment charge was recorded in connection with reporting units under the Commerce segment.

During the third quarter of 2019, the Company recognized a non-cash goodwill impairment charge of $5.7 million, related to reporting units under the Commerce segment, as a result of a triggering event caused by reduced performance expectations for the year.

Intangible Asset Impairments

In connection with the triggering event described above, management performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the first quarter of 2020 and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the Commerce segment of $6.7 million and $24.0 million, respectively.

In connection with the triggering event in the ~~average interest rate~~third quarter of ~~5.16%~~2019 described above, we performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the third quarter of 2019, and recognized a non-cash impairment charge related to indefinite-lived intangible assets under the Commerce segment of $0.7 million.

Design and Technology

The following represents the change in revenue, expenses and operating profit in the Design and Technology reportable segment for the nine months ended September 30, ~~2019 compared~~2020 and 2019:

	Nine Months Ended September 30,
	2020			2019		Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	45.7		$	109.2	$	(63.5	)		(58.2	%)
Other income		16.0			—		16.0		NM
Cost of revenues		20.0			41.4		(21.4	)		(51.7	%)
Selling, general and administrative expenses		17.6			24.3		(6.7	)		(27.6	%)
Depreciation and amortization expense		12.4			14.8		(2.4	)		(16.2	%)
Goodwill impairment charge		198.5			3.2		195.3		NM
Intangible asset impairment charges		22.7			7.9		14.8		NM
Operating (loss) income	$	(209.5	)	$	17.6	$	(227.1	)	NM

Revenues

During the nine months ended September 30, 2020 revenues for the Design and Technology reportable segment decreased $63.5 million, or 58.2%, to ~~an average interest rate~~$45.7 million from $109.2 million for the comparable period in 2019. The primary driver of ~~4.65%~~the decline was the cancellation of several first quarter and substantially all scheduled second and third quarter live events due to COVID-19. These cancelled events represented $60.9 million in prior year revenues. The remaining $2.6 million decline was primarily comprised of several small discontinued events.

Other Income

Other Income of $16.0 million was recorded for the Design and Technology reportable segment related to event cancellation insurance claims proceeds, of which $14.2 million was received and $1.8 million was confirmed by the insurance provider during the nine months ended September 30, ~~2018~~2020. All $1.8 million of insurance receivables as of September 30, 2020 were received in October 2020.

Cost of Revenues

During the nine months ended September 30, 2020 cost of revenues for the Design and ~~(ii)~~Technology reportable segment decreased $21.4 million, or 51.7%, to $20.0 million from $41.4 million for the comparable period in 2019. The primary driver of the decline was the cancellation of several first quarter and substantially all scheduled second and third quarter live events due to COVID-19. These cancelled events represented $19.5 million of prior year costs. The remaining $1.9 million decline was primarily comprised of several small discontinued events.

Selling, General and Administrative Expense

During the nine months ended September 30, 2020 selling, general and administrative expenses for the Design and Technology reportable segment decreased $6.7 million, or 27.6%, to $17.6 million from $24.3 million for the comparable period in 2019. The decrease was primarily comprised of lower compensation and employee-related costs due to a ~~$0.8 million increase in interest expense~~combination of permanent staff reductions and furloughs, and lower travel and promotional expenses related to ~~borrowings~~the cancelled events. Lower credit card fees related to the cancelled events generated additional cost reductions.

Depreciation and Amortization Expense

During the nine months ended September 30, 2020 depreciation and amortization expense for the Design and Technology reportable segment decreased $2.4 million, or 16.2%, to $12.4 million from $14.8 million for the comparable period in 2019. The decrease was attributable to the definite-lived intangible impairment charges recorded in 2019 and the first quarter of 2020.

Goodwill Impairment

In the first quarter of 2020, in connection with a triggering event caused by the impact of the COVID-19 crisis on the travel and events industry, the Company’s forecasted results and the market value of its common stock, management performed an interim goodwill impairment assessment. As a result of this assessment, a $198.5 million non-cash goodwill impairment charge was recorded in connection with reporting units under the ~~Amended~~Design and ~~Restated Revolving Credit Facility and letters~~Technology segment.

During the third quarter of ~~credit outstanding~~2019, the Company recognized a non-cash goodwill impairment charge of $3.2 million, related to ~~higher outstanding indebtedness balance~~reporting units under the ~~Amended~~Design and ~~Restated Revolving Credit Facility~~Technology segment, as a result of a triggering event caused by reduced performance expectations for the year.

Intangible Asset Impairments

In connection with the triggering event described above, management performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the first quarter of 2020, and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the Design and Technology segment of $5.7 million and $17.0 million, respectively.

In connection with the triggering event in the third quarter of 2019 described above, we performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the third quarter of 2019, and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the Design and Technology segment of $3.6 million and $4.3 million, respectively.

All Other Category

The following represents the change in revenue, expenses and operating profit in the All Other category for the nine months ended September 30, 2020 and 2019:

	Nine Months Ended September 30,
	2020			2019			Variance $			Variance %
	(unaudited) (dollars in millions)
Revenues	$	16.8		$	28.1		$	(11.3	)		(40.2	%)
Other income		3.0			—			3.0		NM
Cost of revenues		6.6			13.9			(7.3	)		(52.5	%)
Selling, general and administrative expenses		10.1			6.9			3.2			46.4	%
Depreciation and amortization expense		2.0			2.9			(0.9	)		(31.0	%)
Goodwill impairment charge		24.9			0.5			24.4		NM
Intangible asset impairment charges		6.0			8.4			(2.4	)	NM
Operating loss	$	(29.8	)	$	(4.5	)	$	(25.3	)		562.2	%

Revenues

During the nine months ended September 30, 2020 revenues for the All Other category decreased $11.3 million, or 40.2%, to $16.8 million from $28.1 million for the comparable period in 2019. The primary driver of the decline was the cancellation of one first quarter and all scheduled second and third quarter live events due to COVID-19. These cancelled events represented $17.8 million in prior year revenues. The decrease was offset by $7.0 million from the acquisition of G3, which closed in November 2019. The remaining decrease was related to discontinued other marketing services brands and lower revenues generated by a first quarter event.

Other Income

Other Income of $3.0 million was recorded for the All Other category related to event cancellation insurance claims proceeds, of which $2.5 million was received and $0.5 million was confirmed by the insurance provider during the nine months ended September 30, 2020. All $0.5 million of insurance receivables as of September 30, 2020 were received in October 2020.

Cost of Revenues

During the nine months ended September 30, 2020 cost of revenues for the All Other category decreased $7.3 million, or 52.5%, to $6.6 million from $13.9 million for the comparable period in 2019. The primary driver of the decline was the cancellation of one first quarter and all scheduled second and third quarter live events due to COVID-19. These cancelled events represented $19.5 million of prior year costs. These decreases were offset by increased costs related to G3, which was acquired in November 2019.

Selling, General and Administrative Expense

During the nine months ended September 30, 2020 selling, general and administrative expenses for the All Other category increased $3.1 million, or 44.9%, to $10.0 million from $6.9 million for the comparable period in 2019. The increase in selling, general and administrative expense was primarily driven by costs associated with G3, which was acquired in November 2019.

Depreciation and Amortization Expense

During the nine months ended September 30, 2020 depreciation and amortization expense for the All Other category decreased $0.9 million, or 31.0%, to $2.0 million from $2.9 million for the comparable period in 2019.

Goodwill Impairment

In the first quarter of 2020, in connection with a triggering event caused by the impact of the COVID-19 pandemic on the travel and events industry, the Company’s forecasted results and the market value of its common stock, management performed an interim goodwill impairment assessment. As a result of this assessment, a $24.9 million non-cash goodwill impairment charge was recorded in connection with reporting units under the All Other category.

Intangible Asset Impairments

In connection with the triggering event described above, management performed impairment assessments of long-lived assets and indefinite-lived intangible assets during the first quarter of 2020, and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the All Other category of $0.8 million and $5.8 million, respectively.

In connection with the triggering event in the third quarter of 2019 described above, we performed impairment assessments of long-lived assets and indefinite-lived intangible assets, and recognized a non-cash impairment charge related to long-lived assets and indefinite-lived intangible assets under the All Other category of $0.6 million and $7.8 million, respectively.

Corporate Category

The following represents the change in operating expenses in the Corporate category for the nine months ended September 30, 2020 and 2019:

	Nine Months Ended September 30,
	2020		2019		Variance $			Variance %
	(unaudited) (dollars in millions)
Selling, general and administrative expenses		38.9		39.2		(0.3	)		(0.8	%)
Depreciation and amortization expense		2.1		1.6		0.5			31.3	%
Total operating expenses	$	41.0	$	40.8	$	0.2			0.5	%

Selling, General and Administrative Expense

During the nine months ended September 30, 2020 selling, general and administrative expenses for the Corporate category increased $0.3 million, or 0.8%, to $38.9 million from $39.2 million for the comparable period in 2019.

Depreciation and Amortization Expense

During the nine months ended September 30, 2020 depreciation and amortization expense for the Corporate category increased $0.5 million, or 31.3%, to $2.1million from $1.6 million for the comparable period in 2019.

Interest Expense

Interest expense of $16.5 million for the nine months ended September 30, 2020 decreased $6.8 million, or 29.2%, from $23.3 million for the comparable period in 2019. The decrease was primarily attributable to a decrease in the variable interest rate on our Amended and Restated Term Loan Facility, for which the average rate during the nine months ended September 30, 2020 was 3.49%, compared to 5.16% during the nine months ended September 30, 2019.

(Benefit from) Provision for ~~income taxes~~Income Taxes

For the nine months ended September 30, 2020 and 2019, ~~and 2018, we~~the Company recorded a benefit from income taxes of $58.0 million and provision for income taxes of $10.3 million, ~~and $21.8 million,~~ respectively, which resulted in an effective tax rate adjusted for discrete items of 27.1% for the nine months ended September 30, 2020 and an effective tax rate adjusted for discrete items of 27.2% for the nine months ended September 30, 2019 and an effective tax rate of 25.1% for the nine months ended September 30, 2018. The increase in the effective tax rate is primarily attributable to the net effects of state income taxes, permanent book-to-tax differences (e.g., nondeductible officer compensation), tax benefits attributable to goodwill impairments, and tax deficiencies realized upon the year-to-date vesting of certain share-based payment awards.2019. Discrete items for the nine months ended September 30, 2020 and 2019 primarily consisted of goodwill impairment charges.

Net ~~Income; Adjusted EBITDA; Adjusted Net~~(Loss) Income

Net ~~income~~loss of ~~$18.2~~$575.5 million for the nine months ended September 30, ~~2019 decreased $46.7~~2020 represented a $593.7 million ~~or 72%,~~decrease from ~~$64.9~~net income of $18.2 million for the comparable period in 2019. In the ~~prior year. The~~first quarter, in connection with a triggering event caused by the COVID-19 pandemic, we recorded $623.4 million in non-cash charges related to the impairment of goodwill, certain customer-related intangible assets and certain trade names. Other key drivers of the year-over-year decrease were ~~the $26.3 million goodwill and intangible asset impairment charges, the decline in organic~~lower revenues ~~and higher operating expenses described above, partly~~due to COVID-19 related event cancellations, partially offset by ~~lower provision for~~other income ~~taxes for the nine months ended September 30, 2019.~~generated by event cancellation insurance proceeds and cost savings on cancelled and postponed events.

Adjusted EBITDA

Adjusted EBITDA of ~~$129.3~~$53.6 million for the nine months ended September 30, ~~2019~~2020 decreased by ~~$28.9~~$75.7 million, or ~~18.3%~~58.5%, from ~~$154.4~~$129.3 million for the comparable period in ~~the prior year.~~2019. The decrease in Adjusted EBITDA ~~for~~was mainly driven by the ~~nine months ended September 30, 2019 is primarily attributable~~cancellation of seven first quarter events and all scheduled live events in the second and third quarters due to the ~~$46.7 million decline in net income described above and increases~~COVID-19 pandemic as well as the combined effect of slightly lower organic revenues, incremental investments in the ~~deductions for provision for income taxes of $11.5 million, scheduling adjustments of $3.8 million, most notably Digital Dealer Fall and Fastener, which staged~~events that took place in the ~~third~~first quarter ~~of 2019, versus the fourth quarter of 2018,~~ and ~~Impressions Expo Fort Worth, which will stage~~ in ~~the fourth quarter of 2019, and other items of $2.1 million.~~marketing costs incurred for future events. These ~~decreases~~negative drivers were ~~partially~~ offset by ~~increases in~~cancellation insurance proceeds and the ~~add-backs for goodwill~~effect of measures taken to reduce the Company’s expense structure across all areas of discretionary spending and ~~intangible asset impairment charges~~the combination of ~~$26.3 million, depreciation~~furloughs and ~~amortization of $5.1 million, interest expense of $2.2 million and stock-based compensation of $1.6 million during the nine months ended September 30, 2019.~~ permanent staff reductions.

Adjusted Net Income

Adjusted Net Income for the nine months ended September 30, ~~2019~~2020 of ~~$74.2~~$42.0 million decreased ~~$28.2~~by $32.2 million, or ~~27.5%~~43.4%, from ~~$102.4~~Adjusted Net Income of $74.2 million for the comparable period in ~~the prior year.~~2019. The decrease was primarily attributable to the ~~$46.7 million~~ decrease in ~~net income as~~Adjusted EBITDA described above, ~~and increases~~partially offset by a lower year over year variance in the ~~deductions in the tax~~ adjustment of $8.2 million and scheduling adjustments of $3.8 million, most notably Digital Dealer Fall and Fastener, which staged in the third quarter of 2019, versus the fourth quarter of 2018, and Impressions Expo Fort Worth, which will stage in the fourth quarter of 2019, partly offset by increases in the add-back for ~~the goodwill and intangible asset impairment charges of $26.3 million and amortization of acquired intangible assets of $4.9 million.~~(benefit from) provision for income taxes.

Adjusted EBITDA and Adjusted Net Income are financial measures that are not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018.” For a discussion of our presentation of Adjusted Net Income, see footnote 4 to the table under the heading “—Results of Operations—Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018.~~2019.” For a discussion of our presentation of Adjusted Net Income, see footnote 5 to the table under the heading “—Results of Operations—Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019.”

Liquidity and Capital Resources

~~Liquidity describes~~In March 2020, the World Health Organization categorized the Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In conjunction with this declaration and the spread of COVID-19 across the United States, recommendations and mandates were handed down by various local, state and federal government agencies regarding social distancing, containment areas and against large gatherings. In addition, travel restrictions were imposed by the United States and foreign governments, and by companies with respect to their employees, and various event venues announced indefinite closures. As a result of these and various other factors, management made the decision to cancel nearly all of the Company’s face-to-face events scheduled through the end of 2020. In addition, in October 2020 management announced the cancellation or postponement of several live events that were scheduled for the first quarter of 2021. The ongoing effects of COVID-19 on the Company’s operations and event calendar have had, and will continue to have, a material negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak.

The assumptions used to estimate the Company’s liquidity are subject to greater uncertainty because the Company has never previously cancelled or postponed all upcoming events for a period of multiple months due to a pandemic where the timing for resolution and ultimate impact of the pandemic remains uncertain. Management cannot at present estimate with certainty (i) when the Company will be able to resume full or partial event operations and, once resumed, (ii) whether event exhibitors and attendees will attend the Company’s events. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. Therefore, current estimates of revenues and the associated impact on liquidity could differ materially in the future. As a consequence, management cannot estimate with a high degree of certainty the ultimate impact on the Company’s business, financial condition or near or longer term financial or operational results, but a net loss on a U.S. GAAP basis for the year ended December 31, 2020 is expected. During the nine months ended September 30, 2020, the Company implemented several actions to preserve cash and strengthen its liquidity position, including, but not limited to:

•

Entering into an investment agreement with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to issue to Onex, in a private placement transaction, 47,058,332 shares of “Series A Convertible Participating Preferred Stock” for a purchase price of $5.60 per share (the “Series A Price per Share”), for which the Company received aggregate proceeds of $252.0 million, net of fees and expenses of $11.6 million;

•

In conjunction with the investment agreement with Onex, the Company announced a rights offering to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of Preferred Stock at the Series A Price per share backstopped by Onex. The rights offering commenced and expired in July.The Company issued 1,727,427 shares of Preferred Stock and received net proceeds of $9.7 million from this rights offering;

•

In conjunction with the Backstop Sale, which closed in August 2020, Emerald issued and sold 22,660,587 shares of Preferred Stock to Onex and received $121.3 million, net of fees and estimated expenses of $5.6 million.

•

Reducing its expense structure across all key areas of discretionary spending;

•

Significantly reducing the use of outside contractors;

•

Reducing the Company’s headcount by approximately 18% through a combination of staff reductions, eliminating open positions and furloughs; and

•

Suspending the regular quarterly cash dividend.

The Company is in the process of pursuing claims under these insurance policies to offset the financial impact of cancelled and postponed events as a result of COVID-19. During the three and nine months ended September 30, 2020, the Company recorded Other income of $16.1 million and $64.3 million, respectively, related to event cancellation insurance claim proceeds deemed to be realizable by management. Of the $64.3 million in Other income, $15.0 million was received during the second quarter, $39.8 million was received in the third quarter and $9.5 million was received in October 2020. These proceeds represent an interim payment in respect of the $137.1 million in event cancellation insurance claims filed in relation to events cancelled during the nine months ended September 30, 2020. These claims are subject to review and adjustment. There is no guarantee or assurance as to the amount or timing of future recoveries from Emerald’s event cancellation insurance policy.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides for the ability of ~~a company~~employers to ~~generate sufficient cash flows to meet~~delay payment of employer payroll taxes during 2020 after the ~~cash requirements~~date of ~~its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual obligations. We consider liquidity in terms~~enactment. The Company estimates the payment of ~~cash flows from operations and their sufficiency to fund our operating and investing activities.~~

We expect to continue to finance our liquidity requirements through internally generated funds and borrowings under the Amended and Restated Revolving Credit Facility. We believe that our projected cash flows generated from operations, together with borrowings under the Amended and Restated Revolving Credit Facility are sufficient to fund our principal debt payments, interest expense, working capital needs and expected capital expenditures for the next twelve months. We currently anticipate incurring approximatelymore than $2.0 million of ~~capital expenditures for property~~employer payroll taxes otherwise due in 2020 will be delayed, with 50% due by December 31, 2021 and ~~equipment during 2019. We may draw on~~ the ~~Amended and Restated Revolving Credit Facility from time to time to fund or partially fund acquisitions.~~remaining 50% due by December 31, 2022.

As of September 30, ~~2019, we~~2020, the Company had ~~$532.3~~$527.6 million of borrowings outstanding under the Amended and Restated Term Loan Facility and ~~$6.0 million of~~no borrowings outstanding under the ~~Amended and Restated Revolving Credit Facility, with an additional $143.0 million available to borrow (after giving effect to $6.0 million in outstanding borrowings and $1.0 million in letters of credit outstanding) under the Amended and Restated~~ Revolving Credit Facility.

~~The Amended~~

Based on these actions, assumptions regarding the impact of COVID-19, and ~~Restated Senior Secured Credit Facilities contain a number of covenants imposing certain restrictions on our business. These restrictions may affect our ability~~expected insurance recoveries, management believes that the Company’s current financial resources will be sufficient to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions these covenants place on our business operations, include limitations on our or our subsidiaries’ ability to:fund its liquidity requirements for the next twelve months.

~~incur or guarantee additional indebtedness;~~

~~make certain investments;~~

~~pay dividends or make distributions on our capital stock;~~

~~sell assets, including capital stock of restricted subsidiaries;~~

~~agree to payment restrictions affecting our restricted subsidiaries;~~

~~consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;~~

~~enter into transactions with our affiliates;~~

~~incur liens; and~~

~~designate any of our subsidiaries as unrestricted subsidiaries.~~

As of September 30, ~~2019, we were~~2020, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities.

Previous Share ~~Repurchases~~Repurchase Programs

Our Board of Directors previously approved a $20.0 million share repurchase program in the fourth quarter of 2018 and a ~~new~~ $30.0 million share repurchase program in the third quarter of 2019. We settled the repurchase of no shares and 14,988 shares of our common stock for zero and $0.1 million during the three and nine months ended September 30, 2020, respectively, and 405,154 shares and 448,591 shares of our common stock for $3.1 million and $3.7 million during the three and nine months ended September 30, 2019, ~~respectively, and 1,627,248~~respectively. We settled the repurchase of 853,557 shares of our common stock for ~~$19.4~~$8.3 million during the year ended December 31, ~~2018. As~~2019.

New Share Repurchase Plan

On October 5, 2020, our Board authorized and approved a new $20.0 million share repurchase program. Share repurchases may be made from time to time through and including December 31, 2021, subject to early termination or extension by the Board, through open market purchases, block transactions, privately negotiated purchases or otherwise.

Suspension of ~~September 30, 2019,~~ ~~there was~~ ~~$26.2 million remaining available to repurchase shares pursuant~~Dividend Policy

On March 20, 2020, due to the ~~share repurchase program publicly announced in~~negative impact of COVID-19 on our business, the ~~third quarter of 2019.~~

~~Dividend Policy~~

~~We intend~~Board determined to ~~pay~~temporarily suspend the Company’s regular quarterly cash ~~dividends~~dividend on ~~our~~its common stock, which we commenced in the second quarter of 2017. On October 31, 2019 our Board approved the payment of a cash dividend of $0.0750 per share for the quarter ending December 31, 2019 to holders of our common stock. ~~The dividend amount is expected to be paid on or about November 24, 2019 to stockholders of record on November 14, 2019.~~ The payment of dividends in future quarters is subject to the discretion of our Board and depending upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our Board may deem relevant. Based on the 71,417,658 shares of common stock outstanding as of October 31, 2019, this dividend policy implies a quarterly cash requirement of approximately $5.4 million (or an annual cash requirement of approximately $21.6 million), which amount may be changed or terminated in the future at any time and for any reason without advance notice.

Our business is conducted through our subsidiaries. Dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the Amended and Restated Senior Secured Credit Facilities, significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us~~(See “—Liquidity and Capital Resources”)~~. We cannot assure you that we will ~~continue to pay~~resume paying dividends on our common stock in the future, and our indebtedness could limit our ability to pay dividends on our common stock.

Cash Flows

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

	Nine Months Ended September 30						Nine Months Ended September 30,
	2019			2018			2020			2019
	(unaudited) (dollars in millions)						(unaudited) (dollars in millions)
Statement of Cash Flows Data
Net cash provided by operating activities	$	51.6		$	68.5
Net cash (used in) provided by operating activities							$	(42.7	)	$	51.6
Net cash used in investing activities	$	(1.8	)	$	(31.0	)	$	(3.1	)	$	(1.8	)
Net cash used in financing activities	$	(56.7	)	$	(34.6	)
Net cash provided by (used in) financing activities							$	362.9		$	(56.7	)

Operating Activities

Operating activities consist primarily of net (loss) income adjusted for non-cash items that include depreciation and amortization, deferred income taxes, amortization of deferred financing fees and debt discount, stock-based compensation, provision for ~~doubtful accounts~~credit losses and goodwill and intangible asset impairment charges, plus the effect of changes during the period in our working capital.

Net cash ~~provided by~~used in operating activities for the nine months ended September 30, ~~2019 decreased~~2020 was $42.7 million, as compared to net cash provided by ~~$16.9 million, or 24.7%, to~~operating activities of $51.6 million ~~from $68.5 million during~~for the ~~comparable period~~nine months ended September 30, 2019. The decrease in ~~the prior year. Cash~~cash provided by operating activities reflects the ~~$46.7 million~~ decrease in our net income and non-cash adjustment for deferred taxes decrease compared to the nine months ended September 30, 2019 of ~~$5.3~~$651.3 million, partly offset by increases in non-cash adjustments primarily attributable to the goodwill and intangible asset charges of ~~$26.3~~$597.1 million ~~an increase in depreciation and amortization~~during the first nine months of ~~$5.1 million and an increase in stock-based compensation expense of $1.6 million,~~2020, as well as a decrease in the use of working capital of ~~$2.0~~$36.6 million. Net (loss) income plus non-cash items provided operating cash flows of ~~$91.3~~$35.9 million and ~~$110.2~~$93.6 million for the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively. Cash ~~used for~~(used in) provided by operating activities reflects the use of ~~$39.7~~$78.6 million and ~~$41.7~~$42.0 million for working capital in the nine months ended September 30, 2020 and 2019, ~~and 2018, respectively~~respectively.

Investing Activities

Investing activities generally consist of business acquisitions and purchases of other productive assets, investments in information technology and capital expenditures to furnish or upgrade our offices.

Net cash used in investing activities for the nine months ended September 30, ~~2019 decreased $29.2~~2020 increased $1.3 million ~~or 94.2%,~~ to ~~$1.8~~$3.1 million from ~~$31.0~~$1.8 million in the comparable period in the prior year. The decrease was due to lower payments for acquisitions, as we did not complete any acquisitions during the nine months ended September 30, 2019, and lower investments in information technology and capital expenditures as compared to the prior year period.

Financing Activities

Financing activities primarily consist of ~~cash dividend payments,~~ proceeds from ~~the~~ issuance of ~~common~~preferred stock, ~~associated with stock option exercises and~~ borrowing and repayments on our debt to fund business acquisitions and our ~~operations.~~operations, payments of dividends prior to the suspension of the dividend policy and proceeds from the issuance of common stock associated with stock option exercises.

Net cash ~~used in~~provided by financing activities for the nine months ended September 30, ~~2019~~ 2020 was ~~$56.7~~$362.9 million. The main source of cash from financing was proceeds of $400.1 million, ~~primarily comprised~~net of ~~a $40.0~~$17.2 million ~~voluntary repayment~~in paid transaction costs, from the sale of Preferred Stock to Onex in the Initial Private Placement and the Onex Backstop as well as the sale of Preferred Stock to stockholders other than Onex in the Rights Offering. For further discussion of this transaction, refer to Note 9, Shareholders’ Equity, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Emerald X, Inc. had zero and $10.0 million in borrowings outstanding ~~borrowings~~ under the ~~Amended and Restated Term~~ Revolving Credit Facility ~~$16.0~~as of September 30, 2020 and December 31, 2019, respectively. During the nine months ended September 30, 2020, Emerald X, Inc. had a total of $10.0 million in net repayments under the Revolving Credit Facility, $5.4 million in quarterly dividend payments, $4.2 million in scheduled quarterly principal payments on the Amended and Restated Term Loan Facility, ~~$4.4 million in share repurchases associated with our publicly announced share repurchase programs~~ and a ~~$1.0~~$0.5 million deferred payment for the acquisition of a business.

These uses of cash were partly offset by $6.0 million in proceeds from borrowings under the Amended and Restated Term Revolving Credit Facility and $2.9 million in proceeds from the issuance of common stock associated with stock option exercises.

Free Cash Flow

Free Cash Flow ~~of $49.8 million~~ for the nine months ended September 30, ~~2019~~2020 decreased ~~$15.5~~$95.6 million, ~~or 23.7%,~~to outflow of $45.8 million from ~~$65.3~~inflow of $49.8 million for the comparable period in the prior year.

Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Free Cash Flow, see footnote 6 to the table under the heading “—Results of Operations—Nine Months Ended September 30, ~~2019~~2020 Compared to Nine Months Ended September 30, ~~2018.~~2019.”

Off-Balance Sheet Commitments

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

Contractual Obligations and Commercial Commitments

There have been no material changes to the contractual obligations as disclosed in the Company’s Annual Report on Form 10-K, filed with the SEC on February ~~19, 2019,~~14, 2020, which is accessible on the SEC’s website at www.sec.gov, other than those made in the ordinary course of business.

Goodwill and Intangible Assets

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed resulting from acquisitions. Goodwill and indefinite-lived intangible assets are not amortized but instead tested for impairment at least annually or more frequently should an event or circumstances indicate that a reduction in fair value may have occurred. We test for impairment of goodwill and indefinite-lived intangible assets on October 31 of each year, or more frequently if events and circumstances warrant. AsIn the first quarter of 2020, in connection with a ~~result~~triggering event caused by the impact of the ~~prolonged decline in our stock price~~COVID-19 crisis on the travel and ~~changes to our future~~events industry, the Company’s forecasted ~~performance,~~results and its market value, we deemed it necessary to ~~conduct a~~perform an interim goodwill and indefinite-lived intangible asset impairment ~~test~~assessment as of ~~August~~March 31, ~~2019.~~2020. In connection with the ~~August~~March 31, ~~2019~~2020 goodwill and indefinite-lived intangible asset impairment ~~test,~~assessment, we recognized a non-cash goodwill impairment charge of ~~$9.3~~$564.0 million and a non-cash indefinite-lived intangible asset impairment charge of ~~$4.9~~$46.2 million. No goodwill impairment charges was recorded during the three months ended September 30, 2020.

Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. During the ~~third~~first quarter of ~~2019,~~2020, as a result of the ~~Company~~impact of the COVID-19 pandemic on certain of the Company’s brands, management became of aware of ~~changes in~~ circumstances indicating that the carrying value of certain trade names and customer relationships may not be recoverable. The Company evaluates recoverability of long-lived assets to be held and used by comparing the carrying amount of an asset to the future expected net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. The recoverability test indicated that certain of the Company’s long-lived assets were impaired and were required to be fair valued and compared to the carrying value. ~~As a result,~~In connection with the ~~Company~~March 31, 2020 long-lived intangible assets impairment assessment, we recognized a non-cash long-lived intangible asset impairment charge of ~~$12.1 million~~$13.2 million. No long-lived asset impairment charges was recorded during the three ~~and nine~~ months ended September 30, ~~2019.~~2020. Refer to Note 5, ~~Goodwill~~6, Intangible Assets and ~~Intangible Assets~~Goodwill in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

While ~~we conducted an impairment test~~the fair value of our goodwill, indefinite lived intangible assets and ~~recognized non-cash impairment charges during the third quarter of 2019,~~long-lived assets other than goodwill approximate their carrying values at September 30, 2020, there can be no assurance that we will not be required to recognize additional impairment charges in future periods, including in connection with the annual impairment test on October 31, or as a result of future impairment tests that may be required based on specific events and circumstances. Such events and circumstances may beinclude the October 2020 decision and announcement to cancel or postpone several live events that were previously scheduled for the first quarter of 2021, a significant change in our business climate, the ongoing impacts associated with the COVID-19 pandemic, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. If the trading price of our common stock decreases further we may be required to recognize a non-cash charge relating to impairment of our goodwill and intangible assets, and any such charge may be material in the period in which it is recognized. A prolonged or significant decline in our stock price or market capitalization could be an indicator of goodwill and intangible asset impairment and constitute a triggering event that would require an interim assessment for potential goodwill and intangible asset impairment.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements. Since future events and their impact cannot be determined with absolute certainty, the actual results will inevitably differ from our estimates.

We believe the application of our accounting policies, and the estimates inherently required therein, are reasonable. Our accounting policies and estimates are reevaluated on an ongoing basis and adjustments are made when facts and circumstances dictate a change. We base our estimates and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. We considered the impacts of the COVID-19 pandemic on our significant estimates and judgments used in applying our accounting policies for the period ended September 30, 2020. However, in light of the pandemic, there is a high degree of uncertainty in applying these judgments and depending on the duration and severity of the pandemic, changes to our estimates and judgments could result in meaningful impacts to our financial statements in future periods.

The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our consolidated financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations.

Our accounting policies are more fully described in Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies in the notes to our audited consolidated financial statements included in the Annual Report. Management has discussed the selection of these critical accounting policies and estimates with members of our ~~Board.~~ Board of Directors. Given the current impacts to our business, there is a higher degree of uncertainty as to the long-term impacts to our cash flow projections and discount rates used for determining the recoverability of goodwill and intangible assets. Changes to key assumptions, market trends, or continued impacts of macroeconomic events could produce test results in the future that differ, and we could be required to record an impairment charge.There have been no significant changes in the critical accounting policies and estimates described in the Annual ~~Report, except with respect to our leases as described in Note 2,~~ ~~Recently Adopted Accounting Pronouncements,~~ ~~and Note 8,~~ ~~Leases, in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.~~Report.

Recently Issued Accounting Pronouncements

See Item 1 of Part I, “Financial Statements—Note 2 – Recent Accounting Pronouncements.”

Recently Adopted Accounting Pronouncements

See Item 1 of Part I, “Financial Statements—Note 2 – Recent Accounting Pronouncements.”

Jumpstart Our Business Act of 2012

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year; (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities or (iv) the last day of the fiscal year ending December 31, 2022. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. We have elected to take advantage of these reduced disclosure obligations, and may elect to take advantage of other reduced reporting obligations in the future.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have chosen to irrevocably “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies.

Item 3.

Quantitative and ~~Qualitative~~Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. Our primary exposure to market risk is interest rate risk associated with the unhedged portion of our Amended and Restated Senior Secured Credit Facilities. See Note 7, ~~Long-term~~ Debt, in the notes to the condensed consolidated financial statements for further description of our Amended and Restated Senior Secured Credit Facilities. As of September 30, ~~2019,~~2020, we had ~~$538.3~~$526.6 million of variable rate borrowings outstanding under our Amended and Restated Senior Secured Credit Facilities with respect to which we are exposed to interest rate risk. Holding other variables constant and assuming no interest rate hedging, a 0.25% increase in the average interest rate on our variable rate indebtedness would have resulted in a ~~$1.4~~$1.3 million increase in annual interest expense based on the amount of borrowings outstanding as of September 30, ~~2019.~~2020.

Inflation rates may impact the financial statements and operating results in several areas. Inflation influences interest rates, which in turn impact the fair value of our investments and yields on new investments. Operating expenses, including payroll, are impacted to a certain degree by the inflation rate. We do not believe that inflation has had a material effect on our results of operations for the periods presented.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15(d)-15(e)), as of the end of the period covered by this report. Based upon the evaluation, the Interim Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, ~~2019,~~2020, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control Over Financial Reporting

We also carried out an evaluation, under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, of changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended September 30, ~~2019~~2020.

There have been no changes to our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended September 30, ~~2019~~ 2020 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — ~~OTHE~~ROTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, we may be involved in general legal disputes arising in the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.

On June 26, 2020, a putative class action complaint was filed in the Court of Chancery of the State of Delaware against the Company and its directors under the caption Steamfitters Local 449 Pension Plan v. Gilis et al., C.A. No. 2020-0522-JRS. The complaint alleged that the disclosures made in Emerald’s Form S-3 Registration Statement filed with the SEC on June 19, 2020 regarding the contemplated rights offering described therein omitted certain material information. The action was seeking, among other forms of relief, an injunction against the rights offering. The plaintiff also filed a motion for expedited proceedings. On July 2, 2020, the plaintiff filed a notice, voluntarily dismissing the action as moot and on July 17, 2020, the court entered an order of dismissal with prejudice dismissing the lawsuit.Emerald subsequently agreed to pay $390,000 in attorneys’ fees and expenses to plaintiff’s counsel in full satisfaction of plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses.

Item 1A.

Risk Factors

Our Annual Report on Form 10-K, filed with the SEC on February ~~19, 2019,~~14, 2020, and our Quarterly Report on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020, all of which isare accessible on the SEC’s website at www.sec.gov, ~~includes a~~include detailed ~~discussion~~discussions of our risk factors. ~~At the time of this filing, there have been no material changes to~~The following risk factors, which supplement the risk factors ~~that were included~~previously disclosed, should be considered in conjunction with the Risk Factors section in our Annual Report on Form ~~10-K.~~10-K and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020.

The global COVID-19 pandemic has had a material detrimental impact on our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time.

The global spread of the COVID-19 pandemic is complex and rapidly-evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation; limitations on the size of gatherings; closures of work facilities, public buildings and businesses; cancellation of events, including trade shows, conferences and meetings; and quarantines and lock-downs. The pandemic and its consequences have forced us to cancel or postpone a significant portion of our event calendar for the remainder of 2020 and the first quarter of 2021. These cancellations and postponements have had, and will continue to have, a negative impact on our business, operations, and financial results. The extent to which the pandemic impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic; the negative impact it will have on global and regional economies and economic activity, including the duration and magnitude of its impact on the industry sectors in which our trade shows, conferences and other events operate; its short and longer-term impact on our customers’ marketing, advertising or procurement budgets and their willingness or ability to travel to our events; actions that federal, state and local governments take in response to the pandemic, including limiting or banning travel and large gatherings; quarantine requirements; and how quickly economies, travel activity, and demand for face-to-face trade shows, conferences and other events recover after the pandemic subsides.

The COVID-19 pandemic has subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below:

Risks Related to Revenue and Collection of Insurance Proceeds: COVID-19 has negatively impacted, and will in the future negatively impact to an extent we are unable to predict, our revenues from our live events, which depend on our ability to hold such events and the willingness of exhibitors and attendees to attend such events. While we are generally insured against losses incurred through December 31, 2021 resulting from the unavoidable cancellation, postponement, relocation and enforced reduced attendance at our events due to certain covered circumstances, including the outbreak of communicable disease, and have begun to file claims for our insured losses due to COVID-19, we cannot guarantee success with respect to any particular insurance claim, nor can we predict the timing of payment of insurance proceeds, if any. There is no guarantee or assurance as to the amount or timing of any additional recoveries from Emerald’s event cancellation insurance policy in excess of the amounts recovered to date. In addition, the anticipated level of claim activity as a result of COVID-19 may make it difficult for Emerald to renew or replace its event cancellation insurance for future periods on similar terms, if at all.

The impact of COVID-19 could also cause a long-term reduction in the willingness of exhibitors and attendees to travel to our events, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. COVID-19 has also negatively impacted, and will in the future negatively impact to an extent we are unable to predict, our other marketing services revenue, as our customers adjust marketing and advertising spending due to the economic impact of the pandemic. The economic impact of COVID-19 also makes it more likely that our customers may default on their existing payment obligations to us, and may impact our ability to collect on certain accounts receivable in the event that such customers seek to declare bankruptcy.

Risks Related to Operations: In response to COVID-19, most of our employees continue to work remotely and many of our key vendors have similarly continued to work remotely. As a result of such remote work arrangements, we anticipate that certain operational, reporting, accounting and other processes may slow, which may result in longer time to execute critical business functions. COVID-19 could negatively affect our internal controls over financial reporting as we have placed many of our team members on furlough and our remaining team members are required to work from home and, therefore, new processes, procedures and controls could be required to respond to changes in our business environment. Further, should any key team members become ill from COVID-19 and unable to work, the attention of our management team could be diverted. In addition, because of our decision to cancel or postpone a significant portion of our event calendar for the remaining year, we have taken steps to furlough a number of our event operations and registration personnel. Such steps, and further changes we may make in the future to reduce costs, may negatively impact our ability to attract and retain qualified personnel, and our reputation and market share may suffer as a result. For example, if our furloughed personnel do not return to work with us when the COVID-19 pandemic subsides, including because they find new jobs during the furlough, we may experience operational challenges that impact successful event execution, and could limit our ability to grow and launch new events.

COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, as well as reactions to future pandemics or resurgences of COVID-19, could also precipitate or aggravate the other risk factors that we identify in our Annual Report on Form 10-K, which in turn could materially adversely affect our business, financial condition, liquidity, results of operations (including revenues and profitability) and/or stock price. Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations. In these dynamic circumstances, there may be developments outside our control requiring us to adjust our operating plan. Such developments in the COVID-19 pandemic in future periods, when assessed by us, could result in doubt of our ability to continue as a going concern.

The price of our common stock has fluctuated substantially over the past several months and may continue to fluctuate substantially in the future.

Our stock price has been, and may continue to be, subject to significant fluctuations, and has decreased significantly in recent months as a result of a variety of factors, some of which are beyond our control. We may fail to meet the expectations of our stockholders or securities analysts at some point in the future, and our stock price could decline further as a result. This volatility may prevent you from being able to sell your common stock at or above the price you paid for your common stock. Additionally, further decline in our stock price could require further goodwill writedowns.

In addition, the stock markets in general have experienced extreme volatility recently that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

Because Onex controls the majority of our equity securities, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our equity securities.

As of September 30, 2020, Onex owned 47,058,332 shares of our common stock, representing 65.8% of our outstanding common stock. In addition, as of September 30, 2020, after giving effect to the Backstop Sale (as described below) Onex owned 69,718,919 shares of our Series A Preferred Stock, representing 69,718,919 shares of our common stock on an as-converted basis, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind. Onex’s beneficial ownership of our common stock, on an as-converted basis, is approximately 85.3%.

The holders of our Series A Preferred Stock have the right to approve certain matters, including (i) amendments to our organizational documents in a manner adverse to the Series A Preferred Stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of preferred stock or other equity securities in each case with rights to payments or distributions in which the Series A Preferred Stock would not participate on a pro-rata, as-converted basis. In addition, for so long as the Series A Preferred Stock represents more than 30% of the outstanding common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of the Series A Preferred Stock, we may not (i) incur new indebtedness to the extent certain financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the Series A Preferred Stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a purchase price in excess of $100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make a voluntary filing for bankruptcy or commence a dissolution of the Company. Holders of our Series A Preferred Stock also have the right, for so long as the outstanding Series A Preferred Stock represents specified percentages of our outstanding common stock on an as-converted basis, to elect up to five members of our Board of Directors.

Accordingly, for so long as Onex continues to hold the majority of our equity securities, Onex will exercise a controlling influence over our business and affairs and will have the power to determine all matters submitted to a vote of our stockholders, including the election of directors and approval of significant corporate transactions such as amendments to our certificate of incorporation, mergers and the sale of all or substantially all of our assets. Onex could cause corporate actions to be taken that conflict with the interests of our other stockholders. This concentration of ownership could have the effect of deterring or preventing a change in control transaction that might otherwise be beneficial to our stockholders. In addition, Onex may in the future own businesses that directly compete with ours.

Future issuances of common stock may cause dilution to our existing shareholders and adversely affect the market price of our common stock.

The market price of our common stock could decline as a result of sales of a large number of our common stock in the market, or the sale of securities convertible into a large number of our common stock. The perception that these sales could occur may also depress the market price of our common stock. As of September 30, 2020 we had outstanding 71,445,992 shares of Series A Preferred Stock with an aggregate liquidation preference of approximately $7.1 million, after accounting for the accumulated accreting return at a rate per annum equal to 7% on the accreted liquidation preference and paid in-kind. The aggregate accreting return will increase the number of shares of common stock issuable upon the conversion of the Series A Preferred Stock, which may result in a further decrease in the market value of our common stock. In addition, the terms of the Series A Preferred Stock provide that the conversion price may be reduced, which would result in the shares of Series A Preferred Stock being convertible into additional common stock upon certain events, including distributions on our common stock or issuances of additional common stock or equity-linked securities, at a price less than the then-applicable conversion price. The issuance of common stock upon conversion of the Series A Preferred Stock would result in immediate dilution to existing holders of our common stock, which dilution could be substantial. In addition, the market price of our common stock may be adversely affected by such factors as whether the market price is near or above the conversion price, which could make conversion of the shares of Series A Preferred Stock more likely.

Further, the Series A Preferred Stock ranks senior to our common stock, which could affect the value of the common stock on liquidation or on a change in control transaction. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, and may result in dilution to owners of our common stock. Because our decision to issue additional debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances. Also, we cannot predict the effect, if any, of future issuances of our common stock on the market price of our common stock.

During 2020, we recorded noncash adjustments to our recorded asset balance for certain intangible assets, and we may be required to record further such adjustment in future periods that could significantly impact our operating results.

Our balance sheet includes significant intangible assets, including trade names, goodwill and other acquired intangible assets. The determination of related estimated useful lives and whether these assets have been impaired involves significant judgment and subjective assessments, including as to our future business performance, and is subject to factors and events over which we have no control. The continued impact of COVID-19 on our business, slower growth rates, the introduction of new competition into our markets or other external or macroeconomic factors could impair the value of our intangible assets if they create market conditions that adversely affect the competitiveness of our business. Further, declines in our market capitalization may be an indicator that the carrying values of our intangible assets or goodwill exceed their fair values, which

could lead to potential impairments that could impact our operating results. For the nine months ended September 30, 2020 we recorded non-cash goodwill impairments of $564.0 million and non-cash intangible asset impairments of $49.6 million and $9.8 million for certain trade names and certain customer relationships, respectively. For the year ended December 31, 2019, we recorded non-cash goodwill impairments of $69.4 million and non-cash intangible asset impairments of $8.7 million and $8.3 million for certain customer relationships and certain trade names, respectively. There can be no assurance that we will not record further impairment charges in future periods.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

~~In July 2019,~~

Share Repurchase Program

On October 5, 2020, our Board authorized and approved a ~~$30.0~~$20.0 million share repurchase program. Share repurchases may be made from time to time through and including ~~July~~December 31, ~~2020,~~2021, subject to early termination or extension by the Board, through open market purchases, ~~(either with or without a 10b5-1 plan),~~ block transactions, privately negotiated purchases or otherwise. ~~There~~

Series A Preferred Stock

On August 13, 2020, the Company completed the previously announced issuance and sale of 22,660,587 shares (the “Backstop Sale”) of its 7% Series A Convertible Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), to OPV Gem Aggregator LP, a Delaware limited partnership (in its capacity as assignee of Onex Partners V LP) (OPV Gem Aggregator LP and Onex Partners V LP, together with certain investment funds managed by an affiliate of Onex Corporation that are currently holders of the Company’s outstanding common stock, collectively “Onex”). The Backstop Sale was completed pursuant to the Investment Agreement dated as of June 10, 2020 between Onex Partners V LP and the Company, under which, among other things, Onex had agreed to purchase, for a subscription price equal to $5.60 per share, any shares of Series A Preferred Stock not subscribed for by the Company’s common stockholders in the Company’s previously announced offering of non-transferable rights (the “rights offering”) to purchase shares of its Series A Preferred Stock. The Company sold a total of 71,446,346 shares of Series A Preferred Stock pursuant to the Investment Agreement and the rights offering, of which Onex purchased a total of 69,718,919 shares, including the shares purchased pursuant to the Backstop Sale. Proceeds from all such sales of approximately $400 million, including approximately $126.9 million in connection with the Backstop Sale, were used to repay outstanding borrowings under the Company’s revolving credit facility, with the remainder used to pay certain fees and expenses associated with the sale of the Series A Preferred Stock and for general corporate purposes, including organic and acquisition growth initiatives. The issuance and sale of the 22,660,587 shares of Series A Preferred Stock by the Company to Onex in the Backstop Sale is ~~no minimum number~~exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Onex has represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of Series A Preferred Stock or shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) issued in connection with any future conversion of the Series A Preferred Stock. The shares of Common Stock issuable to Onex upon conversion of shares that we are required to repurchase and the timing and amount of any shares repurchased under the program will depend on a variety of factors, including available liquidity, general market and economic conditions, regulatory requirements, capital structure optimization, valuation metrics and other factors.

~~The following table presents our purchases of common stock during the third quarter ended September 30, 2019, as part~~ of the ~~publicly announced share repurchase program:~~Series A Preferred Stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act or pursuant to another available exemption.

(Dollars in millions, except per share data)

Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Program

Average Price
Paid Per Share

Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under the
Program

July 1, 2019 - July 31, 2019

—

$
—

$
—

August 1, 2019 - August 31, 2019

395,873

9.41

26.3

September 1, 2019 - September 30, 2019

9,281

9.49

26.2

Total

405,154

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits


*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

*31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

*32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS101.INS		Inline XBRL Instance Document

101.SCH101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

*101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline XBRL included: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), (iii)Condensed Consolidated Statements of Shareholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements

*104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

+	~~Management compensatory plan or arrangement.~~

~~SIGNATURES~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		EMERALD ~~EXPOSITIONS EVENTS,~~HOLDING, INC.

Date: November ~~5, 2019~~3, 2020	By:	/s/ ~~Philip T. Evans~~David Doft
		~~Philip T. Evans~~David Doft
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

4665

(in millions)	Indefinite- lived trade names		Customer relationship intangibles			Definite- lived trade names			Computer software			Capitalized software in progress		Total Intangible Assets
Gross carrying amount at December 31, 2019	$	112.7	$	390.4		$	105.6		$	10.6		$	1.3	$	620.6
Accumulated amortization		—		(231.9	)		(6.9	)		(8.0	)		—		(246.8	)
Net carrying amount at December 31, 2019	$	112.7	$	158.5		$	98.7		$	2.6		$	1.3	$	373.8

Gross carrying amount at September 30, 2020	$	66.5	$	373.3		$	102.1		$	11.3		$	2.7	$	555.9
Accumulated amortization		—	$	(255.2	)	$	(11.0	)	$	(9.2	)		—		(275.4	)
Net carrying amount at September 30, 2020	$	66.5	$	118.1		$	91.1		$	2.1		$	2.7	$	280.5

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☒

		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2529

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4359

Item 4.	Controls and Procedures	4359

PART II. OTHER INFORMATION		4460

Item 1.	Legal Proceedings	4460

Item 1A.	Risk Factors	4460

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4463

Item 3.	Defaults Upon Senior Securities	4463

Item 4.	Mine Safety Disclosures	4463

Item 5.	Other Information	4463

Item 6.	Exhibits	4564

(dollars in millions, share data in thousands, except par value)	September 30, 2019		December 31, 2018		September 30, 2020			December 31, 2019
Assets
Current assets
Cash and cash equivalents	$	13.6	$	20.5	$	326.7		$	9.6
Trade and other receivables, net of allowance for doubtful accounts of $1.3 million and $0.9 million as of September 30, 2019 and December 31, 2018, respectively		76.3		62.7
Trade and other receivables, net of allowances of $0.6 million and $0.7 million as of September 30, 2020 and December 31, 2019, respectively						40.4			60.1
Insurance receivables						9.5			—
Prepaid expenses		12.7		19.8		11.5			24.0
Total current assets		102.6		103.0		388.1			93.7
Noncurrent assets
Property and equipment, net		3.8		3.7		4.1			4.2
Intangible assets, net						280.5			373.8
Goodwill		1,027.2		1,036.5		416.3			980.3
Intangible assets, net		380.7		435.3
Right-of-use lease assets		18.7		—		16.8			18.3
Other noncurrent assets		1.3		1.5		1.5			1.4
Total assets	$	1,534.3	$	1,580.0	$	1,107.3		$	1,471.7
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and other current liabilities	$	40.2	$	30.5	$	21.4		$	22.2
Cancelled event liabilities						24.9			—
Deferred revenues		149.0		192.4		64.7			187.3
Revolving credit facility		6.0		40.0		—			10.0
Right-of-use lease liabilities, current portion		3.9		—		4.3			4.1
Term loan, current portion		5.7		5.7		5.7			5.7
Total current liabilities		204.8		268.6		121.0			229.3
Noncurrent liabilities
Term loan, net of discount and deferred financing fees		520.8		524.2		516.4			519.7
Deferred tax liabilities, net		75.3		75.4		2.4			60.0
Right-of-use lease liabilities		16.2		—
Right-of-use lease liabilities, noncurrent portion						14.2			15.7
Other noncurrent liabilities		2.3		3.5		6.2			6.8
Total liabilities		819.4		871.7		660.2			831.5
Commitments and contingencies (Note 13)
Shareholders’ equity
Preferred stock, $0.01 par value; authorized shares: 80,000 at September 30, 2019 and December 31, 2018: no shares issued and outstanding at September 30, 2019 and December 31, 2018		—		—
Common stock, $0.01 par value; authorized shares: 800,000 at September 30, 2019 and December 31, 2018; issued and outstanding shares: 71,585 and 71,591 at September 30, 2019 and December 31, 2018, respectively		0.7		0.7
7% Series A Convertible Participating Preferred stock, $0.01 par value; 80,000 authorized at September 30, 2020 and December 31, 2019; 71,446 issued and outstanding at September 30, 2020 and 0 shares issued or outstanding at December 31, 2019						0.7			—
Common stock, $0.01 par value; authorized shares: 800,000 at September 30, 2020 and December 31, 2019; issued and outstanding shares: 71,500 and 71,851 at September 30, 2020 and December 31, 2019, respectively						0.7			0.7
Additional paid-in capital		698.4		689.7		1,082.9			701.1
Retained earnings		15.8		17.9
Accumulated deficit						(637.2	)		(61.6	)
Total shareholders’ equity		714.9		708.3		447.1			640.2
Total liabilities and shareholders’ equity	$	1,534.3	$	1,580.0	$	1,107.3		$	1,471.7

										Three Months Ended						Nine Months Ended
(dollars in millions, share data in thousands except earnings per share)	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018		Nine Months Ended September 30, 2019		Nine Months Ended September 30, 2018		September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Revenues	$	75.6		$	103.1	$	316.0	$	323.7	$	8.5		$	75.6		$	115.2		$	316.0
Other income		6.1			—		6.1		—		16.1			6.1			64.3			6.1
Cost of revenues		24.6			25.9		102.8		91.7		4.3			24.6			47.1			102.8
Selling, general and administrative expense		33.7			29.7		101.9		90.0		25.6			33.7			88.8			101.9
Depreciation and amortization expense		12.9			11.4		39.3		34.2		12.2			12.9			37.2			39.3
Goodwill and intangible asset impairment charges		26.3			—		26.3		—
Goodwill impairment charges											—			9.3			564.0			9.3
Intangible asset impairment charges											—			17.0			59.4			17.0
Operating (loss) income		(15.8	)		36.1		51.8		107.8		(17.5	)		(15.8	)		(617.0	)		51.8
Interest expense		7.5			7.3		23.3		21.1		4.2			7.5			16.5			23.3
(Loss) income before income taxes		(23.3	)		28.8		28.5		86.7		(21.7	)		(23.3	)		(633.5	)		28.5
(Benefit from) provision for income taxes		(3.6	)		7.9		10.3		21.8		(6.4	)		(3.6	)		(58.0	)		10.3
Net (loss) income and comprehensive (loss) income	$	(19.7	)	$	20.9	$	18.2	$	64.9
Net (loss) income and comprehensive income (loss)											(15.3	)		(19.7	)		(575.5	)		18.2
Accretion on 7% Series A Convertible Participating Preferred Stock											(7.0	)		—			(7.1	)		—
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common shareholders										$	(22.3	)	$	(19.7	)	$	(582.6	)	$	18.2
Basic (loss) earnings per share	$	(0.27	)	$	0.29	$	0.25	$	0.89	$	(0.31	)	$	(0.27	)	$	(8.16	)	$	0.25
Diluted (loss) earnings per share	$	(0.27	)	$	0.28	$	0.25	$	0.86	$	(0.31	)	$	(0.27	)	$	(8.16	)	$	0.25
Basic weighted average common shares outstanding		71,796			73,063		71,843		72,893		71,484			71,796			71,437			71,843
Diluted weighted average common shares outstanding		71,796			75,398		72,752		75,688		71,484			71,796			71,437			72,752

	Three Months Ended September 30, 2019																		Three Months Ended September 30, 2020
	(shares in thousands; dollars in millions)																		(shares in thousands; dollars in millions)
	Preferred Stock				Common Stock					Additional Paid-in			Retained			Total Shareholders’			Preferred Stock				Common Stock					Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount		Capital			Earnings			Equity			Shares		Amount		Shares			Amount		Capital			Deficit			Equity
Balances at June 30, 2019		—	$	—		71,944		$	0.7	$	696.7		$	44.6		$	742.0
Balances at June 30, 2020																				47,058	$	0.5		71,453		$	0.7	$	950.5		$	(621.9	)	$	329.8
Stock-based compensation		—		—		38			—		1.7			—			1.7			—		—		27			—		1.5			—			1.5
Dividends on common stock		—		—		—			—		—			(5.4	)		(5.4	)
Issuance of common stock under equity plans		—		—		8			—		0.1			—			0.1			—		—		20			—		—			—			—
Repurchase of common stock		—		—		(405	)		—		(0.1	)		(3.7	)		(3.8	)
Issuance of 7% Series A Convertible Participating Preferred stock																				24,388		0.2		—			—		130.9			—			131.1
Net loss and comprehensive loss		—		—		—			—		—			(19.7	)		(19.7	)		—		—		—			—		—			(15.3	)		(15.3	)
Balances at September 30, 2019		—	$	—		71,585		$	0.7	$	698.4		$	15.8		$	714.9
Balances at September 30, 2020																				71,446	$	0.7		71,500		$	0.7	$	1,082.9		$	(637.2	)	$	447.1

	Nine Months Ended September 30, 2019																		Nine Months Ended September 30, 2020
	(shares in thousands; dollars in millions)																		(shares in thousands; dollars in millions)
	Preferred Stock				Common Stock					Additional Paid-in			Retained			Total Shareholders’			Preferred Stock				Common Stock					Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount		Capital			Earnings			Equity			Shares		Amount		Shares			Amount		Capital			Deficit			Equity
Balances at December 31, 2018		—	$	—		71,591		$	0.7	$	689.7		$	17.9		$	708.3
Balances at December 31, 2019																				—	$	—		71,352		$	0.7	$	701.1		$	(61.6	)	$	640.2
Stock-based compensation		—		—		76			—		5.9			—			5.9			—		—		116			—		4.7			—			4.7
Dividends on common stock		—		—		—			—		—			(16.0	)		(16.0	)		—		—		—			—		(5.4	)		—			(5.4	)
Issuance of common stock under equity plans		—		—		366			—		2.9			—			2.9			—		—		47			—		0.1			—			0.1
Issuance of 7% Series A Convertible Participating Preferred stock																				71,446		0.7		—			—		382.4			—			383.1
Repurchase of common stock		—		—		(448	)		—		(0.1	)		(4.3	)		(4.4	)		—		—		(15	)		—		—			(0.1	)		(0.1	)
Net income and comprehensive income		—		—		—			—		—			18.2			18.2
Balances at September 30, 2019		—	$	—		71,585		$	0.7	$	698.4		$	15.8		$	714.9
Net loss and comprehensive loss																				—		—		—			—		—			(575.5	)		(575.5	)
Balances at September 30, 2020																				71,446	$	0.7		71,500		$	0.7	$	1,082.9		$	(637.2	)	$	447.1

	Three Months Ended September 30, 2018																Three Months Ended September 30, 2019
	(shares in thousands; dollars in millions)																(shares in thousands; dollars in millions)
	Preferred Stock				Common Stock				Additional Paid-in		Retained			Total Shareholders’			Preferred Stock				Common Stock					Additional Paid-in			Retained			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity			Shares		Amount		Shares			Amount		Capital			Earnings			Equity
Balances at June 30, 2018		—	$	—		73,044	$	0.7	$	684.8	$	117.0		$	802.5
Balances at June 30, 2019																		—	$	—		71,944		$	0.7	$	696.7		$	44.6		$	742.0
Stock-based compensation		—		—		—		—		1.9		—			1.9			—		—		38			—		1.7			—			1.7
Dividends on common stock		—		—		—		—		—		(5.3	)		(5.3	)		—		—		—			—		—			(5.4	)		(5.4	)
Issuance of common stock for stock option exercises		—		—		45		—		0.2		—			0.2
Net income and comprehensive income		—		—		—		—		—		20.9			20.9
Balances at September 30, 2018		—	$	—		73,089	$	0.7	$	686.9	$	132.6		$	820.2
Issuance of common stock under equity plans																		—		—		8			—		0.1			—			0.1
Repurchase of common stock																						(405	)		—		(0.1	)		(3.7	)		(3.8	)
Net loss and comprehensive loss																		—		—		—			—		—			(19.7	)		(19.7	)
Balances at September 30, 2019																		—	$	—		71,585		$	0.7	$	698.4		$	15.8		$	714.9

	Nine Months Ended September 30, 2018																Nine Months Ended September 30, 2019
	(shares in thousands; dollars in millions)																(shares in thousands; dollars in millions)
	Preferred Stock				Common Stock				Additional Paid-in		Retained			Total Shareholders’			Preferred Stock				Common Stock					Additional Paid-in			Retained			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity			Shares		Amount		Shares			Amount		Capital			Earnings			Equity
Balances at December 31, 2017		—	$	—		72,604	$	0.7	$	677.1	$	83.4		$	761.2
Balances at December 31, 2018																		—	$	—		71,591		$	0.7	$	689.7		$	17.9		$	708.3
Stock-based compensation		—		—		13		—		4.5		—			4.5			—		—		76			—		5.9			—			5.9
Dividends on common stock		—		—		—		—		—		(15.7	)		(15.7	)		—		—		—			—		—			(16.0	)		(16.0	)
Issuance of common stock for stock option exercises		—		—		472		—		5.3		—			5.3
Issuance of common stock under equity plans																		—		—		366			—		2.9			—			2.9
Repurchase of common stock																		—		—		(448	)		—		(0.1	)		(4.3	)		(4.4	)
Net income and comprehensive income		—		—		—		—		—		64.9			64.9			—		—		—			—		—			18.2			18.2
Balances at September 30, 2018		—	$	—		73,089	$	0.7	$	686.9	$	132.6		$	820.2
Balances at September 30, 2019																		—	$	—		71,585		$	0.7	$	698.4		$	15.8		$	714.9

(in millions)	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
Operating activities
Net income	$	18.2		$	64.9
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(575.5	)	$	18.2
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Stock-based compensation expense		6.1			4.5			4.2			6.1
Provision for credit losses								0.2			—
Provision for doubtful accounts		0.5			0.3			—			0.5
Depreciation and amortization		39.3			34.2			37.2			39.3
Goodwill and intangible asset impairment charges		26.3			—
Goodwill impairments								564.0			9.3
Intangible asset impairments								59.4			17.0
Non-cash operating lease expense								2.4			2.3
Amortization of deferred financing fees and debt discount		1.0			1.3			1.1			1.0
Unrealized gain on interest rate swap and floor		—			(0.7	)
Remeasurement of contingent consideration								0.6			—
Deferred income taxes		(0.1	)		5.2			(57.7	)		(0.1	)
Remeasurement of contingent consideration		—			0.5
Changes in operating assets and liabilities, net of effect of businesses acquired:
Changes in operating assets and liabilities:
Trade and other receivables		(14.1	)		(23.6	)		19.5			(8.0	)
Insurance receivables								(9.5	)		(6.1	)
Prepaid expenses		7.1			8.1			14.0			7.1
Other noncurrent assets		0.1			—			(0.3	)		0.1
Accounts payable and other current liabilities		10.4			7.2			(0.1	)		3.5
Cancelled event liabilities								24.9			6.9
Income tax payable		0.5			2.9			(1.5	)		0.5
Deferred revenues		(43.4	)		(34.3	)		(122.7	)		(43.4	)
Operating lease liabilities								(2.3	)		(2.3	)
Other noncurrent liabilities		(0.3	)		(2.0	)		(0.6	)		(0.3	)
Net cash provided by operating activities		51.6			68.5
Net cash (used in) provided by operating activities								(42.7	)		51.6
Investing activities
Acquisition of businesses		—			(27.8	)
Purchases of property and equipment		(0.9	)		(0.6	)		(0.9	)		(0.9	)
Purchases of intangible assets		(0.9	)		(2.6	)		(2.2	)		(0.9	)
Net cash used in investing activities		(1.8	)		(31.0	)		(3.1	)		(1.8	)
Financing activities
Payment of deferred consideration for acquisition of businesses		(1.0	)		—			(0.5	)		(1.0	)
Proceeds from borrowings on revolving credit facility		6.0			—			95.0			6.0
Repayment of revolving credit facility		(40.0	)		—			(105.0	)		(40.0	)
Repayment of principal on term loan		(4.2	)		(24.2	)		(4.2	)		(4.2	)
Cash dividends paid		(16.0	)		(15.7	)		(5.4	)		(16.0	)
Repurchase of common stock		(4.4	)		—			(0.1	)		(4.4	)
Proceeds from issuance of preferred stock								400.1			—
Payment of preferred stock offering costs								(17.2	)		—
Proceeds from issuance of common stock under equity plans		2.9			5.3			0.2			2.9
Net cash used in financing activities		(56.7	)		(34.6	)
Net (decrease) increase in cash and cash equivalents		(6.9	)		2.9
Net cash provided by (used in) financing activities								362.9			(56.7	)
Net increase (decrease) in cash and cash equivalents								317.1			(6.9	)
Cash and cash equivalents
Beginning of period		20.5			10.9			9.6			20.5
End of period	$	13.6		$	13.8		$	326.7		$	13.6
Supplemental schedule of non-cash financing activities
Preferred stock offering costs							$	0.2		$	-

	Reportable Segment
	Commerce		Design and Technology		All Other		Total
Three Months Ended September 30, 2020	(in millions)
Trade shows	$	—	$	—	$	—	$	—
Other events		0.5		1.5		0.1		2.1
Other marketing services		1.2		3.5		1.7		6.4
Total revenues	$	1.7	$	5.0	$	1.8	$	8.5

Three Months Ended September 30, 2019
Trade shows	$	49.0	$	13.7	$	0.9	$	63.6
Other events		0.3		1.6		2.7		4.6
Other marketing services		1.5		5.3		0.6		7.4
Total revenues	$	50.8	$	20.6	$	4.2	$	75.6

Nine Months Ended September 30, 2020
Trade shows	$	47.9	$	28.5	$	2.3	$	78.7
Other events		0.5		5.9		9.9		16.3
Other marketing services		4.3		11.3		4.6		20.2
Total revenues	$	52.7	$	45.7	$	16.8	$	115.2

Nine Months Ended September 30, 2019
Trade shows	$	173.2	$	84.8	$	4.0	$	262.0
Other events		0.3		9.3		22.5		32.1
Other marketing services		5.2		15.1		1.6		21.9
Total revenues	$	178.7	$	109.2	$	28.1	$	316.0

(in millions)	September 30 2020			December 31, 2019
Furniture, equipment and other	$	6.4		$	5.8
Leasehold improvements		3.1			3.0
		9.5			8.8
Less: Accumulated depreciation		(5.4	)		(4.6	)
Property and equipment, net	$	4.1		$	4.2

(in millions)	September 30, 2020
2020 (Remaining 3 months)	$	11.7
2021		45.4
2022		43.2
2023		30.3
2024		10.5
Thereafter		70.2
	$	211.3

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents:
Cash	$	6.7	$	6.7	$	0	$	0
Money market mutual funds^(a)		320.0		320.0		0		0
Total assets at fair value	$	326.7	$	326.7	$	0	$	0

Liabilities
Market-based share awards liability^(b)	$	0.6	$	0	$	0	$	0.6
Contingent consideration^(b)		3.7		0		0		3.7
Total liabilities at fair value	$	4.3	$	0	$	0	$	4.3

(dollars in millions, except per share values)	Three Months Ended March 31, 2020		Three Months Ended June 30, 2020		Three Months Ended September 30, 2020
Dividend declared on	February 7, 2020			—		—
Shareholders of record on	February 21, 2020			—		—
Dividend paid on	March 06, 2020			—		—
Dividend per share	$	0.0750	$	—	$	—
Cash dividend paid	$	5.4	$	—	$	—

(dollars in millions, except per share values)	Three Months Ended March 31, 2019		Three Months Ended June 30, 2019		Three Months Ended September 30, 2019
Dividend declared on	February 5, 2019		April 30, 2019		July 30,2019
Shareholders of record on	February 19, 2019		May 14, 2019		August 13, 2019
Dividend paid on	March 05, 2019		May 28, 2019		August 27, 2019
Dividend per share	$	0.0725	$	0.0750	$	0.0750
Cash dividend paid	$	5.2	$	5.4	$	5.4