Emerald Holding, Inc. Fair Value Disclosure
Note 9. Fair Value Measurements
As of December 31, 2025, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
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December 31, 2025 |
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(in millions) |
|
Total |
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|
Level 1 |
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|
Level 2 |
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|
Level 3 |
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Assets |
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|
|
|
|
|
|
|
|
|
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|
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Cash and cash equivalents |
|
$ |
96.8 |
|
|
$ |
96.8 |
|
|
$ |
— |
|
|
$ |
— |
|
Money market mutual funds(a) |
|
|
4.1 |
|
|
|
4.1 |
|
|
|
— |
|
|
|
— |
|
Total assets at fair value |
|
$ |
100.9 |
|
|
$ |
100.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
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Market-based share awards liability(b) |
|
$ |
0.5 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.5 |
|
Contingent consideration(b) |
|
|
75.1 |
|
|
|
— |
|
|
|
— |
|
|
|
75.1 |
|
Total liabilities at fair value |
|
$ |
75.6 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
75.6 |
|
As of December 31, 2024, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
|
|
December 31, 2024 |
|
|||||||||||||
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
31.1 |
|
|
$ |
31.1 |
|
|
$ |
— |
|
|
$ |
— |
|
Money market mutual funds(a) |
|
|
163.7 |
|
|
|
163.7 |
|
|
|
— |
|
|
|
— |
|
Total assets at fair value |
|
$ |
194.8 |
|
|
$ |
194.8 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Market-based share awards liability(b) |
|
$ |
0.5 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.5 |
|
Contingent consideration(b) |
|
|
10.7 |
|
|
|
— |
|
|
|
— |
|
|
|
10.7 |
|
Total liabilities at fair value |
|
$ |
11.2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
11.2 |
|
The Company’s contingent consideration payments are based on the achievement of various revenue or EBITDA growth metrics. The contingent consideration liability of $75.1 million as of December 31, 2025 consists of liabilities of $11.5 million, $8.4 million and $52.9 million that are expected to be settled in 2026, 2027 and 2028, respectively. Additionally, contingent consideration liabilities of $2.3 million related to tax benefits connected to future tax return filings from This is Beyond are expected to be settled between 2026 through 2028. The Company paid $3.4 million in contingent consideration during the year ended December 31, 2025 in relation to the Company’s acquisitions of AV-iQ, Glamping Americas and Insurtech.
The Company’s contingent consideration liabilities are re-measured based on the methodologies described above at the end of each reporting period. As a result of these remeasurements, during 2025, 2024 and 2023, the Company recorded an increase of $45.8 million and decreases of $1.2 million and $2.4 million, respectively, in the fair value of its contingent consideration liabilities, which is included in selling, general and administrative expense in the consolidated statements of (loss) income. The determination of the fair value of the contingent consideration liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and administrative expense in the consolidated statements of (loss) income.
The table below summarizes the changes in fair value of the Company’s contingent consideration liabilities during the years ended December 31, 2025, 2024 and 2023:
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|
|
|
|||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Balance at beginning of period |
|
$ |
10.7 |
|
|
$ |
6.9 |
|
|
$ |
12.3 |
|
Payment of contingent consideration |
|
|
(3.4 |
) |
|
|
(0.2 |
) |
|
|
(3.7 |
) |
Fair value remeasurement adjustments |
|
|
45.8 |
|
|
|
(1.2 |
) |
|
|
(2.4 |
) |
Business acquisition |
|
|
21.6 |
|
|
|
5.2 |
|
|
|
0.7 |
|
Foreign currency translation adjustments |
|
|
0.4 |
|
|
|
— |
|
|
|
— |
|
Balance at end of period |
|
$ |
75.1 |
|
|
$ |
10.7 |
|
|
$ |
6.9 |
|
The market-based share award liability was $0.5 million as of December 31, 2025 and 2024. Changes in the fair value of the market-based share award liability is included in selling, general and administrative expense in the consolidated statements of (loss) income. The determination of the fair value of the market-based share award liability could change in future periods. See Note 12, Stock-Based Compensation, for additional information with respect to the market-based share awards.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 13, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 19, 2019 | |
| 2017 | Feb 22, 2018 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.