1. Basis of Presentation The unaudited condensed consolidated financial statements include the operations of Emerald 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 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, 2019. The December 31, 2019 condensed consolidated balance sheet was derived from the Companys audited consolidated financial statements for the year ended December 31, 2019. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. Liquidity Position and Managements Plans 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 or postpone all of the Companys face-to-face events scheduled through the end of July 2020. The ongoing effects of COVID-19 on the Companys 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 Companys 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 (i) when the Company will be able to resume event operations and, once resumed, (ii) whether event exhibitors and attendees will attend the Companys 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 Companys 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 six months ended June 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 approximately $252.0 million, net of fees and estimated 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 Companys 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 received net proceeds of approximately $9.7 million from this rights offering. The remaining $126.9 million of proceeds are expected to be delivered pursuant to the Onex Backstop on or about August 20, 2020 ;  Reducing its expense structure across all key areas of discretionary spending;  Significantly reducing the use of outside contractors;  Reducing the Companys headcount by approximately 18% through a combination of staff reductions, eliminating open positions and furloughs;  Suspending the regular quarterly cash dividend; and  Halting any incremental share repurchases. 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 months ended June 30, 2020, the Company recorded Other income of $48.2 million related to event cancellation insurance claim proceeds deemed to be realizable by management. Of the $48.2 million in Other income, $15.0 million was received during the second quarter and $33.2 million was received in July 2020. These proceeds represent an interim payment in respect of the $89.1 million in event cancellation insurance claims filed in relation to events cancelled during the six months ended June 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 Emeralds 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 June 30, 2020, the Company had $528.1 million of borrowings outstanding under the Amended and Restated Term Loan Facility and no 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 Companys current financial resources will be sufficient to fund its liquidity requirements for the next twelve months. As of June 30, 2020, the Company was in compliance with the covenants contained in the Amended and Restated Senior Secured Credit Facilities. Use of Estimates and Judgments 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.