Emerald Holding, Inc. Commitments Disclosure
Note 16. Commitments and Contingencies
Operating Leases and Other Contractual Obligations
The Company has entered into operating leases for office space and office equipment and other contractual obligations primarily to secure venues for the Company’s trade shows and events. These agreements are not unilaterally 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 amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2024:
|
|
Years Ending December 31, |
|
|||||||||||||||||||||||||
(in millions) |
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
Thereafter |
|
|
Total |
|
|||||||
Operating leases |
|
$ |
4.0 |
|
|
$ |
4.0 |
|
|
$ |
1.7 |
|
|
$ |
0.5 |
|
|
$ |
0.1 |
|
|
$ |
— |
|
|
$ |
10.3 |
|
Other contractual obligations |
|
|
38.2 |
|
|
|
18.3 |
|
|
|
7.9 |
|
|
|
2.8 |
|
|
|
2.2 |
|
|
|
0.5 |
|
|
|
69.9 |
|
|
|
$ |
42.2 |
|
|
$ |
22.3 |
|
|
$ |
9.6 |
|
|
$ |
3.3 |
|
|
$ |
2.3 |
|
|
$ |
0.5 |
|
|
$ |
80.2 |
|
Rent expense incurred under operating leases was $3.3 million, $4.2 million and $7.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Litigation
The Company is subject to litigation and other claims in the ordinary course of business. The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both probable and the amount or range of any possible loss is reasonably estimable. The Company did not record an accrual for loss contingencies associated with legal proceedings as of December 31, 2024 and 2023. In the opinion of management, the Company is not presently a party to any material litigation and management is not aware of any pending or threatened litigation against the Company that would have a material adverse impact on the Company’s business, consolidated balance sheets, results of operations or cash flows.
Other Commitments and Contingencies
Refer to Note 9, Fair Value Measurements, for further discussion on the contingent considerations related to the Company’s acquisition of GRC, Glamping Americas, Futurist, Hotel Interactive, Lodestone, Bulletin and Advertising Week.
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.