Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | EEX | |
Entity Registrant Name | Emerald Holding, Inc. | |
Entity Central Index Key | 0001579214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 62,870,768 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-38076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-1775077 | |
Entity Address, Address Line One | 100 Broadway | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 949 | |
Local Phone Number | 226-5700 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 217.3 | $ 239.1 |
Trade and other receivables, net of allowances of $1.5 million as of March 31, 2023 and December 31, 2022 | 104.8 | 74.9 |
Prepaid expenses and other current assets | 10.8 | 17.8 |
Total current assets | 332.9 | 331.8 |
Noncurrent assets | ||
Property and equipment, net | 2 | 2.2 |
Intangible assets, net | 198.3 | 204.8 |
Goodwill, net | 553.9 | 545.5 |
Right-of-use lease assets | 10 | 10.6 |
Other noncurrent assets | 3.4 | 3.5 |
Total assets | 1,100.5 | 1,098.4 |
Current liabilities | ||
Accounts payable and other current liabilities | 54.7 | 58.1 |
Income tax payable | 2.3 | 1.2 |
Canceled event liabilities | 2.9 | 3.3 |
Deferred revenues | 161.8 | 151.2 |
Contingent consideration | 3.7 | 3.5 |
Right-of-use lease liabilities, current portion | 4.8 | 4.9 |
Total current liabilities | 230.2 | 222.2 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 414.2 | 413.9 |
Deferred tax liabilities, net | 2.8 | 1.8 |
Right-of-use lease liabilities, noncurrent portion | 9.4 | 10.4 |
Other noncurrent liabilities | 12.3 | 10.8 |
Total liabilities | 668.9 | 659.1 |
Commitments and contingencies (Note 13) | ||
Stockholders’ deficit | ||
Common stock, $0.01 par value; authorized shares at March 31, 2023 and December 31, 2022: 800,000; 62,845 and 67,588 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 0.6 | 0.7 |
Additional paid-in capital | 585.5 | 610.3 |
Accumulated deficit | (637) | (644.1) |
Total stockholders’ deficit | (50.9) | (33.1) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,100.5 | 1,098.4 |
7% Series A Redeemable Convertible Participating Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
7% Series A Redeemable Convertible Participating Preferred stock, $0.01 par value; authorized shares at March 31, 2023 and December 31, 2022: 80,000; 71,417 issued and outstanding; aggregate liquidation preference of $484.2 million and $475.9 million at March 31, 2023 and December 31, 2022, respectively | $ 482.5 | $ 472.4 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Allowance - trade and other receivables, current | $ 1.5 | $ 1.5 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 62,845,000 | 67,588,000 |
Common stock, shares outstanding | 62,845,000 | 67,588,000 |
7% Series A Redeemable Convertible Participating Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,417,000 | 71,417,000 |
Temporary equity, shares outstanding | 71,417,000 | 71,417,000 |
Temporary equity, liquidation preference | $ 484.2 | $ 475.9 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 122,300,000 | $ 98,500,000 |
Other income, net | 23,700,000 | |
Cost of revenues | 43,200,000 | 34,200,000 |
Selling, general and administrative expense | 48,800,000 | 46,600,000 |
Depreciation and amortization expense | 13,500,000 | 14,300,000 |
Goodwill impairment charge | 0 | 6,300,000 |
Intangible asset impairment charge | 1,600,000 | |
Operating income | 16,800,000 | 19,200,000 |
Interest expense | 8,000,000 | 3,900,000 |
Interest income | 1,100,000 | |
Other expense | 100,000 | |
Income before income taxes | 9,800,000 | 15,300,000 |
Provision for (benefit from) income taxes | 2,700,000 | (800,000) |
Net income and comprehensive income attributable to Emerald Holding, Inc. | 7,100,000 | 16,100,000 |
Accretion to redemption value of redeemable convertible preferred stock | (10,100,000) | (9,200,000) |
Participation rights on if-converted basis | (4,400,000) | |
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders | $ (3,000,000) | $ 2,500,000 |
Basic (loss) income per share | $ (0.04) | $ 0.04 |
Diluted (loss) income per share | $ (0.04) | $ 0.04 |
Basic weighted average common shares outstanding | 67,280 | 70,171 |
Diluted weighted average common shares outstanding | 67,280 | 70,280 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) shares in Thousands, $ in Millions | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balances at Dec. 31, 2021 | $ (121) | $ 0.7 | $ 653.2 | $ (774.9) | |
Balances, shares at Dec. 31, 2021 | 70,026 | ||||
Temporary Equity, Balances at Dec. 31, 2021 | $ 433.9 | ||||
Temporary Equity, Balances, shares at Dec. 31, 2021 | 71,442 | ||||
Stock-based compensation | 2.1 | 2.1 | |||
Stock-based compensation, shares | 340 | ||||
Issuance of common stock under equity plans, shares | 20 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (9.2) | (9.2) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 9.2 | ||||
Repurchase of common stock | (0.9) | (0.9) | |||
Repurchase of common stock, shares | (256) | ||||
Net income and comprehensive income | 16.1 | 16.1 | |||
Balances at Mar. 31, 2022 | (112.9) | $ 0.7 | 645.2 | (758.8) | |
Balances, shares at Mar. 31, 2022 | 70,130 | ||||
Temporary Equity, Balances at Mar. 31, 2022 | $ 443.1 | ||||
Temporary Equity, Balances, shares at Mar. 31, 2022 | 71,442 | ||||
Balances at Dec. 31, 2022 | (33.1) | $ 0.7 | 610.3 | (644.1) | |
Balances, shares at Dec. 31, 2022 | 67,588 | ||||
Temporary Equity, Balances at Dec. 31, 2022 | $ 472.4 | ||||
Temporary Equity, Balances, shares at Dec. 31, 2022 | 71,417 | ||||
Stock-based compensation | 2.1 | 2.1 | |||
Stock-based compensation, shares | 307 | ||||
Issuance of common stock under equity plans, shares | 14 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (10.1) | (10.1) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 10.1 | ||||
Repurchase of common stock | (16.9) | $ (0.1) | (16.8) | ||
Repurchase of common stock, shares | (5,064) | ||||
Net income and comprehensive income | 7.1 | 7.1 | |||
Balances at Mar. 31, 2023 | $ (50.9) | $ 0.6 | $ 585.5 | $ (637) | |
Balances, shares at Mar. 31, 2023 | 62,845 | ||||
Temporary Equity, Balances at Mar. 31, 2023 | $ 482.5 | ||||
Temporary Equity, Balances, shares at Mar. 31, 2023 | 71,417 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net income | $ 7,100,000 | $ 16,100,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 2,100,000 | 2,100,000 |
Allowance for credit losses | 100,000 | 100,000 |
Depreciation and amortization | 13,500,000 | 14,300,000 |
Goodwill impairments | 0 | 6,300,000 |
Intangible asset impairment charge | 1,600,000 | |
Non-cash operating lease expense | 700,000 | 800,000 |
Amortization of deferred financing fees and debt discount | 400,000 | 300,000 |
Deferred income taxes | 1,000,000 | (200,000) |
Loss on disposal of fixed assets | 200,000 | 0 |
Remeasurement of contingent consideration | 4,400,000 | |
Changes in operating assets and liabilities, net of effect of businesses acquired: | ||
Trade and other receivables | (28,100,000) | (39,800,000) |
Prepaid expenses and other current assets | 7,200,000 | 1,100,000 |
Other noncurrent assets | 100,000 | 200,000 |
Accounts payable and other current liabilities | (3,000,000) | 9,800,000 |
Canceled event liabilities | (400,000) | (3,500,000) |
Income tax payable | 1,100,000 | (800,000) |
Deferred revenues | 7,000,000 | 21,200,000 |
Operating lease liabilities | (1,100,000) | (1,600,000) |
Other noncurrent liabilities | 1,000,000 | 600,000 |
Net cash provided by operating activities | 8,900,000 | 33,000,000 |
Investing activities | ||
Acquisition of businesses, net of cash acquired | (9,500,000) | |
Purchases of property and equipment | (300,000) | (1,000,000) |
Purchases of intangible assets | (3,400,000) | (2,200,000) |
Net cash used in investing activities | (13,200,000) | (3,200,000) |
Financing activities | ||
Payment of contingent consideration for acquisition of businesses | (4,300,000) | |
Repayment of principal on term loan | (1,400,000) | |
Fees paid for debt issuance | (600,000) | |
Repurchase of common stock | (16,900,000) | (900,000) |
Net cash used in financing activities | (17,500,000) | (6,600,000) |
Net (decrease) increase in cash and cash equivalents | (21,800,000) | 23,200,000 |
Cash and cash equivalents | ||
Beginning of period | 239,100,000 | 231,200,000 |
End of period | $ 217,300,000 | $ 254,400,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 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/losses, 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, 2022. The December 31, 2022 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements There have been no new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Revenue Recognition and Deferred Revenue 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 and over the subscription period for access to the Company’s subscription software and services. Fees are typically invoiced and collected in full prior to the trade show or event. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conferences (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. Trade show and other events revenues represented approximately 91.0 % and 89.0 % of total revenues for the three months ended March 31, 2023 and 2022, respectively. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues were $ 161.8 million as of March 31, 2023 and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of March 31, 2023 were $ 2.5 million and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Current and long-term deferred revenues as of December 31, 2022 were $ 151.2 million and $ 1.4 million, respectively. During the three months ended March 31, 2023 and 2022 , the Company recognized revenues of $ 110.0 million and $ 84.7 million, respectively, from amounts included in deferred revenue at the beginning of the respective period. The accounts receivable and deferred revenue balances related to cancelled events are classified as cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of March 31, 2023, cancelled event liabilities of $ 2.9 million represents $ 0.7 million of deferred revenues for cancelled trade shows and $ 2.2 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2022, cancelled event liabilities of $ 3.3 million represents $ 0.8 million of deferred revenues for cancelled trade shows and $ 2.5 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. Performance Obligations For the 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 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 subscription software and services, the Company may enter into contracts with customers that may include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is four years . Subscription revenue is recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are typically three-year terms with one-year renewals following the initial three-year term. For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s 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 disclosure information 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. Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events, subscription software and services and other marketing services. The following table represents revenues disaggregated by type: Reportable Segment Commerce Design, All Other Total Three Months Ended March 31, 2023 (in millions) Trade shows $ 68.1 $ 27.9 $ 1.1 $ 97.1 Other events 0.2 14.0 — 14.2 Subscription software and services 0.1 0.6 4.5 5.2 Other marketing services 1.6 4.2 — 5.8 Total revenues $ 70.0 $ 46.7 $ 5.6 $ 122.3 Three Months Ended March 31, 2022 Trade shows $ 54.2 $ 23.5 $ 0.9 $ 78.6 Other events 0.5 8.6 — 9.1 Subscription software and services — 0.8 3.4 4.2 Other marketing services 2.0 4.6 — 6.6 Total revenues $ 56.7 $ 37.5 $ 4.3 $ 98.5 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services, which are expensed over the expected customer relationship period. As of March 31, 2023, the Company does not have material contract assets. Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services. 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’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically 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 associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the condensed consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense. Accounts Receivable 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 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 months ended March 31, 2023 and 2022 , were not material. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Acquisition | 4. Business Acquisitions 2023 Acquisition Lodestone Events ("Lodestone") In furtherance of the Company’s strategy to expand into the growing business-to-consumer event space, the Company executed an asset purchase agreement on January 9, 2023 to acquire certain assets and assume certain liabilities of the business known as Lodestone for a total estimated purchase price of $ 10.2 million, which included an initial cash payment of $ 9.5 million and contingent consideration with an estimated fair value of $ 0.7 million. The contingent consideration liability related to the acquisition of Lodestone consists of a potential payment based on Lodestone's average annual EBITDA during the period from January 1, 2025 through December 31, 2026. The payment is expected to be settled in the second quarter of 2027. Lodestone produces the Overland Expo series of vehicle-based, adventure travel consumer shows. The acquisition was financed with cash from operations. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, royalty rate and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates. External acquisition costs of $ 0.4 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. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The primary tasks that are required to be completed to finalize the valuation of assets and liabilities acquired include validation of business level forecasts, customer attrition rates and acquired working capital balances. Identified intangible assets associated with Lodestone included trade name and customer relationship intangible assets of $ 1.1 million and $ 2.3 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 5.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 6.0 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date: (in millions) January 9, Trade and other receivables $ 1.8 Prepaid expenses and other current assets 0.2 Goodwill 8.4 Intangible assets 3.4 Deferred revenues ( 3.6 ) Purchase price, including working capital adjustment $ 10.2 Supplemental Pro-Forma Information Supplemental information on an unaudited pro-forma basis is reflected as if the 2022 and 2023 acquisitions had occurred at the beginning of 2022, 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 and reflects amortization of intangible assets as a result of the acquisition. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisition at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events. Three Months Ended Three Months Ended 2023 2022 (in millions) (Unaudited) Pro-forma revenues (1) Advertising Week $ — $ 0.3 Emerald revenue 122.3 98.5 Total pro-forma revenues $ 122.3 $ 98.8 Pro-forma net (loss) income Advertising Week $ — $ ( 0.7 ) Bulletin — ( 1.0 ) Lodestone — ( 0.4 ) Emerald net (loss) income 7.1 16.1 Total pro-forma net (loss) income $ 7.1 $ 14.0 (1) Pro-forma revenues from the Bulletin and Lodestone acquisitions were not material to the three months ended March 31, 2022. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of the following: (in millions) March 31, December 31, Furniture, equipment and other $ 5.0 $ 4.8 Leasehold improvements 1.0 1.0 6.0 5.8 Less: Accumulated depreciation ( 4.0 ) ( 3.6 ) Property and equipment, net $ 2.0 $ 2.2 Depreciation expense related to property and equipment for the three months ended March 31, 2023 and 2022 was $ 0.3 million. Loss on disposal of fixed assets was $ 0.2 million for the three months ended March 31, 2023 . There was no loss on disposal of fixed assets for the three months ended March 31, 2022 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill Intangible Assets, Net Intangible assets, net consisted of the following: (in millions) Indefinite- Customer Definite- Acquired Acquired Computer Capitalized Total Gross carrying $ 52.6 $ 365.4 $ 91.1 $ 8.4 $ 2.6 $ 30.2 $ 0.7 $ 551.0 Accumulated — ( 316.6 ) ( 18.5 ) ( 2.6 ) ( 0.7 ) ( 14.3 ) — ( 352.7 ) Net carrying $ 52.6 $ 48.8 $ 72.6 $ 5.8 $ 1.9 $ 15.9 $ 0.7 $ 198.3 Gross carrying $ 52.6 $ 363.1 $ 90.0 $ 8.4 $ 2.6 $ 25.5 $ 2.1 $ 544.3 Accumulated — $ ( 306.2 ) $ ( 17.2 ) ( 2.2 ) ( 0.6 ) $ ( 13.3 ) — ( 339.5 ) Net carrying $ 52.6 $ 56.9 $ 72.8 $ 6.2 $ 2.0 $ 12.2 $ 2.1 $ 204.8 Amortization expense for the three months ended March 31, 2023 and 2022 was $ 13.2 million and $ 14.0 million, respectively. Impairment of Indefinite-Lived Intangible Assets During the three months ended March 31, 2023, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s indefinite-lived intangible assets was impaired. As such, no quantitative assessment for impairment was required during the first quarter of 2023. During the three months ended March 31, 2022 , the Company identified an interim impairment trigger for three of its indefinite-lived intangible assets. As a result, the Company performed a quantitative analysis utilizing the "relief from royalty payments" method with assumptions that are considered Level 3 inputs. After performing the interim impairment assessment, the Company recognized an impairment charge of $ 1.6 million related to one of its indefinite-lived trade name intangible assets during the three months ended March 31, 2022. The impairment charge is reported in intangible asset impairment charges on the condensed consolidated statements of (loss) income and comprehensive (loss) income and is related to the Design, Creative and Technology reportable segment. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets During the three months ended March 31, 2023, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no quantitative assessment for impairment was required during the first quarter of 2023. During the three months ended March 31, 2022 , the Company identified an interim impairment trigger for two of its definite-lived intangible assets. After performing an interim impairment assessment, the Company determined the carrying values were recoverable. As such, no impairment charges were recorded for definite-lived intangible assets during the three months ended March 31, 2022. Goodwill The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Design, All Other Total Balance at December 31, 2022 $ 356.1 $ 160.8 $ 28.6 $ 545.5 Acquired goodwill 8.4 — — 8.4 Impairments — — — — Balance at March 31, 2023 $ 364.5 $ 160.8 $ 28.6 $ 553.9 Impairment of Goodwill During the three months ended March 31, 2023, management determined there was no triggering event. As such, no quantitative assessment for impairment was required during the first quarter of 2023 . No goodwill impairment charges were recorded during the three months ended March 31, 2023. During the three months ended March 31, 2022 , the Company changed its operating segments which resulted in a change in reporting units. Due to the change in reporting units, the Company performed a quantitative assessment of the fair value of its prior and new reporting units as of January 31, 2022 using an income approach with assumptions that are considered Level 3 inputs and concluded that the carrying value of one reporting unit exceeded its respective fair value, resulting in a goodwill impairment of $ 5.8 million related to the Design, Creative and Technology segment. The Company also performed a fair value assessment of its new reporting units utilizing similar inputs and, as a result of that assessment, there was $ 0.5 million of goodwill impairment related to one of the Company's new reporting units in the All Other category after the change in reporting units. Goodwill impairments in the Design, Creative and Technology reportable segment and All Other category were $ 5.8 million and $ 0.5 million, respectively, during the three months ended March 31, 2022 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Debt is comprised of the following indebtedness to various lenders: (in millions) March 31, December 31, Amended and Restated Term Loan Facility, with 2.50 as of March 31, 2023, 7.13 % and 6.57 % at March 31, 2023 and December 31, 2024 , net (a) $ 414.2 $ 413.9 Long-term debt, net of debt discount $ 414.2 $ 413.9 (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 March 31, 2023 was recorded net of unamortized discount of $ 0.5 million and net of unamortized deferred financing fees of $ 0.6 million. The Amended and Restated Term Loan Facility as of December 31, 2022 was recorded net of unamortized discount of $ 0.6 million and net of unamortized deferred financing fees of $ 0.8 million. The fair market value of the Company’s debt under the Amended and Restated Term Loan Facility was $ 409.9 million as of March 31, 2023 . Revolving Credit Facility On February 14, 2020, Emerald Expositions Holding, Inc., a wholly-owned subsidiary of the Company and the borrower under the Amended and Restated Senior Secured Credit Facilities, was renamed Emerald X, Inc. (“Emerald X”). On February 2, 2023, Emerald X entered into a Fifth Amendment to its Amended and Restated Credit Agreement (the "Amendment"), by and among Emerald X, as Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of May 22, 2017 (as amended from time to time prior to the date of the Amendment, the “Existing Credit Agreement,” and as further amended by the Amendment, the “Amended Credit Agreement”). The Amendment increases the aggregate amount of all revolving commitments under the Amended Credit Agreement from $ 100.4 million to $ 110.0 million. The increased revolving commitments have the same terms as the existing revolving commitments. The Amendment does not change any other material terms of the Existing Credit Agreement. Emerald X had no borrowings outstanding under its Amended and Restated Revolving Credit Facility as of March 31, 2023 and December 31, 2022 , respectively. Emerald X had $ 1.0 million in stand-by letters of credit outstanding under the Amended and Restated Revolving Credit Facility as of March 31, 2023 and December 31, 2022 . Until August 6, 2020, borrowings under the Amended and Restated Revolving Credit Facility were subject to an interest rate equal to LIBOR plus 2.75 % or ABR plus 1.75 %. As a result of the 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 December 31, 2022, borrowings under the Amended and Restated Revolving Credit Facility were subject to an interest rate equal to LIBOR plus 2.25 % or ABR plus 1.25 %. During the three months ended March 31, 2023 , borrowings under the Amended and Restated Revolving Credit Facility were subject to an interest rate equal to Term Secured Overnight Financing Rate (“Term SOFR”) plus 2.25 % or ABR plus 1.25 %. Interest Expense Interest expense reported in the condensed consolidated statements of (loss) income and comprehensive (loss) income consists of the following: Three Months Ended (in millions) 2023 2022 Senior secured term loan $ 7.5 $ 3.5 Non-cash interest for amortization of debt discount 0.4 0.3 Revolving credit facility interest and commitment fees 0.1 0.1 Total interest expense $ 8.0 $ 3.9 Covenants The Amended and Restated Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Secured 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 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 March 31, 2023 , 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. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Risk | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Risk | 8. Fair Value Measurements and Financial Risk As of March 31, 2023, the Company’s assets and liabilities 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 $ 111.0 $ 111.0 $ — $ — Money market mutual funds (a) 106.3 106.3 — — Total assets at fair value $ 217.3 $ 217.3 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 12.9 — — 12.9 Total liabilities at fair value $ 13.3 $ — $ — $ 13.3 (a) The Company’s money market mutual funds of $ 106.3 million as of March 31, 2023 are included within cash and cash equivalents in the condensed consolidated balance sheets. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. (b) The market-based share awards liability of $ 0.4 million as of March 31, 2023 is included within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $ 3.7 million as of March 31, 2023 is included within contingent consideration in the condensed consolidated balance sheets and contingent consideration of $ 9.2 million is included within other noncurrent liabilities in the condensed consolidated balance sheets. As of December 31, 2022, the Company’s assets and liabilities 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 $ 147.5 $ 147.5 $ — $ — Money market mutual funds (a) 91.6 91.6 — — Total assets at fair value $ 239.1 $ 239.1 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 12.3 — — 12.3 Total liabilities at fair value $ 12.7 $ — $ — $ 12.7 (a) The Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. (b) The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Market-based Share Awards The market-based share awards liability of $ 0.4 million as of March 31, 2023 and December 31, 2022 , 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. The stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (loss) income. Refer to Note 10, Stock-Based Compensation , under the heading Market-based Share Awards for unobservable inputs for the market-based share award liability. Contingent Consideration As of March 31, 2023 and December 31, 2022, the Company had $ 12.9 million and $ 12.3 million , respectively, in contingent consideration liabilities measured at fair value related to the Company’s acquisitions of EDspaces, PlumRiver Technologies ("Plumriver"), Sue Bryce Education and The Portrait Masters, Advertising Week, Bulletin and Lodestone. The contingent consideration liability of $ 12.9 million as of March 31, 2023 consists of liabilities of $ 3.4 million, $ 0.8 million, $ 0.1 million and $ 8.6 million that are expected to be settled in 2023, 2024, 2025 and 2027, respectively. Refer to Note 4, Business Acquisitions , for further information related to the contingent consideration related to the acquisition of Lodestone. The contingent consideration paid during the first quarter of 2023 in relation to the Company's acquisition of EDspaces was not material. Contingent consideration liabilities are re-measured to fair value each reporting period. As a result of the Company’s remeasurements during the first quarter of 2023, the Company recorded an immaterial decrease in fair value of contingent consideration, which is included in selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (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 condensed consolidated statements of (loss) income and comprehensive (loss) income. Financial Risk The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amount of assets and liabilities. |
Stockholder's Equity Deficit an
Stockholder's Equity Deficit and Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Stockholder's Deficit and Redeemable Convertible Preferred Stock | 9. Stockholder’s Deficit and Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock 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 redeemable convertible preferred stock for a purchase price of $ 5.60 per share and (ii) effect a rights offering (“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 redeemable convertible preferred stock at the Series A Price per share. Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. As a result of the Initial Private Placement and the Onex Backstop, the Company sold 69,718,919 shares of redeemable convertible preferred stock to Onex in exchange for $ 373.3 million, net of fees and expenses of $ 17.2 million. As a result of the Rights Offering, the Company issued 1,727,427 shares of redeemable convertible preferred stock in exchange for $ 9.7 million. Liquidation Preference Upon liquidation or dissolution of the Company, the holders of redeemable convertible preferred stock are entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of redeemable convertible preferred stock would have received if they had converted their redeemable convertible preferred stock into common stock immediately prior to such liquidation or dissolution. Dividends Each share of redeemable convertible preferred stock will accumulate dividends at a rate per annum equal to 7 % of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. During the three months ended March 31, 2023 , the Company recorded accretion of $ 8.3 million with respect to the redeemable convertible preferred stock, bringing the aggregate liquidation preference to $ 484.2 million as of March 31, 2023. During the three months ended March 31, 2022 , the Company recorded accretion of $ 7.8 million with respect to the redeemable convertible preferred stock, bringing the aggregate liquidation preference to $ 451.9 million as of March 31, 2022 . There were no dividends declared or paid in the first quarters of 2023 or 2022 . Holders of redeemable convertible 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 no dividends may be paid to holders of common stock unless the aggregate accreted liquidation preference on the redeemable convertible preferred stock has been paid or holders of a majority of the outstanding redeemable convertible preferred stock have consented to such dividends. Conversion Features Shares of the redeemable convertible preferred stock may be converted at the option of the holder into a number of shares of common stock equal to (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of redeemable convertible preferred stock had an initial liquidation preference of $ 5.60 and were initially 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. 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 redeemable convertible preferred stock to be converted automatically into common stock at the then applicable conversion price. Redemption Features The Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary thereof, 105 % of the accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103 % of the accreted liquidation preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference. In addition, if there 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 redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by which the accreted liquidation preference would have otherwise increased from the date of such redemption through the sixth anniversary of the closing. If, after the Company ceases to have a controlling stockholder group, there is a change of control transaction involving the Company, holders of redeemable convertible preferred stock may elect to (x) convert their redeemable convertible preferred stock into shares of common stock at the then current conversion price or (y) require the Company to redeem the redeemable convertible preferred stock for cash, at a price per share equal to the then-unpaid accreted liquidation preference. Although only Unaffiliated Directors (as defined below) can be involved in any decisions with respect to the Company’s rights to exercise the redemption features, the holders of the redeemable convertible preferred stock control the majority of the votes through representation on the board of directors. Therefore, the redeemable convertible preferred stock is required to be accreted to its redemption price on the date the redemption option first becomes exercisable. For the three months ended March 31, 2023 and 2022, the Company recorded $ 10.1 million and $ 9.2 million in deemed dividends, respectively, representing the accretion of the redeemable convertible preferred stock to the redemption value. Voting Rights Certain matters will require the approval of holders of a majority of the redeemable convertible preferred stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the redeemable convertible preferred stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of redeemable convertible preferred stock or other equity securities in each case with rights to payments or distributions in which the redeemable convertible preferred stock would not participate on a pro-rata, as-converted basis. In addition, for so long as the redeemable convertible 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 redeemable convertible 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 redeemable convertible 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 redeemable convertible 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 redeemable convertible preferred stock, the holders of the redeemable convertible preferred stock shall have the right to appoint up to five members of the Company’s Board of Directors (the “Board”). All decisions of the Company’s Board with respect to the exercise or waiver of the Company’s rights relating to the redeemable convertible 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 redeemable convertible preferred stock and the shares of common stock issuable upon conversion thereof. Dividends There were no dividends paid or declared during the first quarters of 2023 and 2022. Share Repurchases October 2020 Share Repurchase Program (“October 2020 Share Repurchase Program”) In October 2020, the Company’s Board authorized and approved a $ 20.0 million share repurchase program. Under the terms of the October 2020 Share Repurchase Program, 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. In October 2021, the Company’s Board approved the extension and expansion of the October 2020 Share Repurchase Program, which allowed for the repurchase of an additional $ 20.0 million of the Company's common stock through December 31, 2022. The Company repurchased 255,584 shares for $ 0.9 million during the three months ended March 31, 2022 under this repurchase program. October 2022 Share Repurchase Program Extension and Expansion On October 26, 2022, the Company's Board approved an extension and expansion of its share repurchase program, which allows for the repurchase of $ 20.0 million of the Company's common stock through December 31, 2023, subject to early termination or extension by the Board. The Company repurchased 5,064,140 shares for $ 16.9 million during the three months ended March 31, 2023 under this repurchase program. There was $ 3.0 million remaining available for share repurchases under the October 2022 Share Repurchase Program as of March 31, 2023 . The share repurchase program may be suspended or discontinued at any time without notice. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being 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 $ 0.5 million and $ 0.4 million for the three months ended March 31, 2023 and 2022, respectively. 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be 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 no t material for the three months ended March 31, 2023 and 2022. Stock Options The Company recognized stock-based compensation expense relating to stock option activity of $ 1.5 million and $ 1.3 million for the three months ended March 31, 2023 and 2022, respectively. Stock option activity for the three months ended March 31, 2023, was as follows: Weighted-Average Number of Exercise Price Remaining (thousands) (years) Outstanding at December 31, 2022 14,555 $ 7.90 7.1 Granted 7,125 3.81 Exercised 1 2.87 Forfeited/Expired ( 618 ) 12.15 Outstanding at March 31, 2023 21,063 $ 6.39 8.1 Exercisable at March 31, 2023 6,697 $ 9.23 6.2 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 March 31, 2023, for those options for which the market price was in excess of the exercise price. There was a total of $ 17.9 million unrecognized stock-based compensation expense at March 31, 2023 related to unvested stock options expected to be recognized over a weighted-average period of 3.25 years. Restricted Stock Units (“RSUs”) The Company grants RSUs that contain service conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense relating to RSU activity recognized in the three months ended March 31, 2023 and 2022 was $ 0.5 million and $ 0.8 million, respectively. There was a total of $ 1.7 million of unrecognized stock-based compensation expense at March 31, 2023 related to unvested RSUs expected to be recognized over a weighted-average period of 1.9 years. RSU activity for the three months ended March 31, 2023 was as follows: (share data in thousands, except per share data) Number of Weighted Unvested balance, December 31, 2022 878 $ 6.87 Granted 115 3.93 Forfeited ( 5 ) 10.76 Vested ( 416 ) 7.03 Unvested balance, March 31, 2023 572 $ 6.11 Market-based Share Awards In January 2020, the Company granted performance-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 value of $ 4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. In June 2019, the Company granted performance-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 value of $ 4.9 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. As of March 31, 2023 , all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $ 21.08 per share, which would result in an estimated 78,041 shares of common stock to be issued upon vesting. Each of the estimated 78,041 shares of common stock have a weighted-average grant date fair value of $ 24.77 per share. As of March 31, 2023 and December 31, 2022, the liability for these awards was $ 0.4 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 stock-based compensation expense relating to performance-based market condition share awards of zero for each of the three months ended March 31, 2023 and 2022. The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at March 31, 2023 were as follows: March 31, Expected volatility 55.0 % Dividend yield 0.0 % Risk-free interest rate 3.6 % Weighted-average expected term (in years) 6.1 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. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 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 months ended March 31, 2023 and 2022, 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 71,416,907 7 % Series A Redeemable Convertible Participating Preferred Stock shares outstanding which were convertible into 137,559,616 shares of common stock at March 31, 2023. These preferred stock shares were anti-dilutive for the three months ended March 31, 2023 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 (dollars in millions, share data in thousands except earnings per share) 2023 2022 Net income and comprehensive income $ 7.1 $ 16.1 Accretion to redemption value of redeemable ( 10.1 ) ( 9.2 ) Participation rights on if-converted basis — ( 4.4 ) Net (loss) income and comprehensive (loss) income $ ( 3.0 ) $ 2.5 Weighted average common shares outstanding 67,280 70,171 Basic (loss) income per share $ ( 0.04 ) $ 0.04 Net (loss) income and comprehensive (loss) income $ ( 3.0 ) $ 2.5 Dilutive effect of stock options — 109 Diluted weighted average common shares 67,280 70,280 Diluted (loss) income per share $ ( 0.04 ) $ 0.04 Anti-dilutive employee share awards excluded 21,169 15,418 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 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 March 31, 2023. For the three months ended March 31, 2023 and 2022, the Company recorded a provision for income taxes of $ 2.7 million and a benefit from income taxes of $ 0.8 million , respectively, which resulted in an effective tax rate of 27.6 % and negative 5.2 %, respectively. The differences between the U.S. federal statutory and effective tax rates before discrete items are primarily attributable to changes in valuation allowances, nondeductible officer compensation and goodwill impairment. Liabilities for unrecognized tax benefits and associated interest and penalties were zero as of March 31, 2023 and December 31, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases and Other Contractual Arrangements 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. Legal Proceedings and Contingencies The Company is subject to litigation and other claims in the ordinary course of business. 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. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | 14. Accounts Payable and Other Current Liabilities Accounts payable and other current liabilities consisted of the following: (in millions) March 31, December 31, Trade payables $ 17.5 $ 20.4 Other current liabilities 8.6 14.7 Accrued event costs 19.9 11.7 Accrued personnel costs 8.7 11.3 Total accounts payable and other $ 54.7 $ 58.1 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Executive Officer, who is considered the Company’s Chief Operating Decision Maker ("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 seven executive brand portfolios, which represent the Company’s seven 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, five operating segments are aggregated into two reportable segments, the Commerce and the Design, Creative, and Technology reportable segments. In addition, two operating segments did not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in ASC Topic 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. Six of the executive portfolios generate revenues through the production of trade show events, including booth space sales, registration fees and sponsorship fees. In addition, these six segments generate revenues from marketing activities, including digital and print media. The seventh operating segment generates revenues from Emerald’s software-as-a-service platform. Operating segment performance is evaluated by the Company’s CODM based on 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, net, and Adjusted EBITDA to net income: Three Months Ended (in millions) 2023 2022 Revenues Commerce $ 70.0 $ 56.7 Design, Creative, and Technology 46.7 37.5 All Other 5.6 4.3 Total revenues $ 122.3 $ 98.5 Other income, net Commerce $ — $ 1.1 Design, Creative, and Technology — 21.9 All Other — 0.7 Total other income, net $ — $ 23.7 Adjusted EBITDA Commerce $ 39.4 $ 31.8 Design, Creative, and Technology 13.1 32.6 All Other ( 0.9 ) ( 2.3 ) Subtotal Adjusted EBITDA $ 51.6 $ 62.1 General corporate and other expenses $ ( 15.1 ) $ ( 12.8 ) Interest expense, net ( 6.9 ) ( 3.9 ) Goodwill impairment charge — ( 6.3 ) Intangible asset impairment charge — ( 1.6 ) Depreciation and amortization expense ( 13.5 ) ( 14.3 ) Stock-based compensation expense ( 2.1 ) ( 2.1 ) Deferred revenue adjustment — ( 0.2 ) Other items ( 4.2 ) ( 5.6 ) Income before income taxes $ 9.8 $ 15.3 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 not provided asset and capital expenditure information by reportable segment. Intersegment revenues were immaterial for the three months ended March 31, 2023 and 2022. For the three months ended March 31, 2023 and 2022 , substantially all revenues were derived from transactions in the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Investment funds affiliated with Onex Corporation owned approximately 90.6 % of the Company’s common stock on an as-converted basis as of March 31, 2023 . Affiliates of Onex Corporation held a 48.0 % ownership position in ASM Global (“ASM”), including SMG Food & Beverage, LLC, a wholly-owned subsidiary of ASM, which the Company has contracted with for catering services at certain of the Company’s trade shows and events, and a 96.0 % ownership position in Convex Group Ltd. (“Convex”), which is one of the insurers in the syndicate that provides the Company’s insurance coverage. Additionally, certain of the Company’s future tradeshows and other events may be held at facilities managed by ASM. During each of the three months ended March 31, 2023 and 2022, four shows were staged at ASM-managed venues. The Company paid to ASM aggregate fees, inclusive of certain concessions, equal to $ 0.3 million in each of the three months ended March 31, 2023 and 2022. The Company had zero fees due to ASM as of March 31, 2023 and December 31, 2022 . The Company made payments of zero and $ 0.3 million to Convex during the three months ended March 31, 2023 and 2022 , respectively. The Company had no accounts payable due to Convex as of March 31, 2023 and December 31, 2022 , respectively. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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/losses, 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, 2022. The December 31, 2022 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have been no new accounting pronouncements that are expected to have a significant impact on the Company’s condensed consolidated financial statements or notes thereto. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue 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 and over the subscription period for access to the Company’s subscription software and services. Fees are typically invoiced and collected in full prior to the trade show or event. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conferences (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. Trade show and other events revenues represented approximately 91.0 % and 89.0 % of total revenues for the three months ended March 31, 2023 and 2022, respectively. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues were $ 161.8 million as of March 31, 2023 and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of March 31, 2023 were $ 2.5 million and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Current and long-term deferred revenues as of December 31, 2022 were $ 151.2 million and $ 1.4 million, respectively. During the three months ended March 31, 2023 and 2022 , the Company recognized revenues of $ 110.0 million and $ 84.7 million, respectively, from amounts included in deferred revenue at the beginning of the respective period. The accounts receivable and deferred revenue balances related to cancelled events are classified as cancelled event liabilities in the condensed consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of March 31, 2023, cancelled event liabilities of $ 2.9 million represents $ 0.7 million of deferred revenues for cancelled trade shows and $ 2.2 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. As of December 31, 2022, cancelled event liabilities of $ 3.3 million represents $ 0.8 million of deferred revenues for cancelled trade shows and $ 2.5 million of related accounts receivable credits reclassified to cancelled event liabilities in the condensed consolidated balance sheets. Performance Obligations For the 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 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 subscription software and services, the Company may enter into contracts with customers that may include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is four years . Subscription revenue is recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are typically three-year terms with one-year renewals following the initial three-year term. For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s 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 disclosure information 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. Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events, subscription software and services and other marketing services. The following table represents revenues disaggregated by type: Reportable Segment Commerce Design, All Other Total Three Months Ended March 31, 2023 (in millions) Trade shows $ 68.1 $ 27.9 $ 1.1 $ 97.1 Other events 0.2 14.0 — 14.2 Subscription software and services 0.1 0.6 4.5 5.2 Other marketing services 1.6 4.2 — 5.8 Total revenues $ 70.0 $ 46.7 $ 5.6 $ 122.3 Three Months Ended March 31, 2022 Trade shows $ 54.2 $ 23.5 $ 0.9 $ 78.6 Other events 0.5 8.6 — 9.1 Subscription software and services — 0.8 3.4 4.2 Other marketing services 2.0 4.6 — 6.6 Total revenues $ 56.7 $ 37.5 $ 4.3 $ 98.5 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services, which are expensed over the expected customer relationship period. As of March 31, 2023, the Company does not have material contract assets. Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services. 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’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically 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 associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the condensed consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense. Accounts Receivable 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 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 months ended March 31, 2023 and 2022 , were not material. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Reportable Segment Commerce Design, All Other Total Three Months Ended March 31, 2023 (in millions) Trade shows $ 68.1 $ 27.9 $ 1.1 $ 97.1 Other events 0.2 14.0 — 14.2 Subscription software and services 0.1 0.6 4.5 5.2 Other marketing services 1.6 4.2 — 5.8 Total revenues $ 70.0 $ 46.7 $ 5.6 $ 122.3 Three Months Ended March 31, 2022 Trade shows $ 54.2 $ 23.5 $ 0.9 $ 78.6 Other events 0.5 8.6 — 9.1 Subscription software and services — 0.8 3.4 4.2 Other marketing services 2.0 4.6 — 6.6 Total revenues $ 56.7 $ 37.5 $ 4.3 $ 98.5 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Supplemental Pro-Forma Information | Supplemental information on an unaudited pro-forma basis is reflected as if the 2022 and 2023 acquisitions had occurred at the beginning of 2022, 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 and reflects amortization of intangible assets as a result of the acquisition. The supplemental unaudited pro-forma financial information is presented for comparative purposes only. It is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisition at the dates indicated, nor is it intended to project the future financial position or operating results of the combined Company. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events. Three Months Ended Three Months Ended 2023 2022 (in millions) (Unaudited) Pro-forma revenues (1) Advertising Week $ — $ 0.3 Emerald revenue 122.3 98.5 Total pro-forma revenues $ 122.3 $ 98.8 Pro-forma net (loss) income Advertising Week $ — $ ( 0.7 ) Bulletin — ( 1.0 ) Lodestone — ( 0.4 ) Emerald net (loss) income 7.1 16.1 Total pro-forma net (loss) income $ 7.1 $ 14.0 (1) Pro-forma revenues from the Bulletin and Lodestone acquisitions were not material to the three months ended March 31, 2022. |
Lodestone [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The following table summarizes the preliminary fair value of the acquired assets and liabilities on the acquisition date: (in millions) January 9, Trade and other receivables $ 1.8 Prepaid expenses and other current assets 0.2 Goodwill 8.4 Intangible assets 3.4 Deferred revenues ( 3.6 ) Purchase price, including working capital adjustment $ 10.2 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: (in millions) March 31, December 31, Furniture, equipment and other $ 5.0 $ 4.8 Leasehold improvements 1.0 1.0 6.0 5.8 Less: Accumulated depreciation ( 4.0 ) ( 3.6 ) Property and equipment, net $ 2.0 $ 2.2 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: (in millions) Indefinite- Customer Definite- Acquired Acquired Computer Capitalized Total Gross carrying $ 52.6 $ 365.4 $ 91.1 $ 8.4 $ 2.6 $ 30.2 $ 0.7 $ 551.0 Accumulated — ( 316.6 ) ( 18.5 ) ( 2.6 ) ( 0.7 ) ( 14.3 ) — ( 352.7 ) Net carrying $ 52.6 $ 48.8 $ 72.6 $ 5.8 $ 1.9 $ 15.9 $ 0.7 $ 198.3 Gross carrying $ 52.6 $ 363.1 $ 90.0 $ 8.4 $ 2.6 $ 25.5 $ 2.1 $ 544.3 Accumulated — $ ( 306.2 ) $ ( 17.2 ) ( 2.2 ) ( 0.6 ) $ ( 13.3 ) — ( 339.5 ) Net carrying $ 52.6 $ 56.9 $ 72.8 $ 6.2 $ 2.0 $ 12.2 $ 2.1 $ 204.8 |
Schedule of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Design, All Other Total Balance at December 31, 2022 $ 356.1 $ 160.8 $ 28.6 $ 545.5 Acquired goodwill 8.4 — — 8.4 Impairments — — — — Balance at March 31, 2023 $ 364.5 $ 160.8 $ 28.6 $ 553.9 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility | Debt is comprised of the following indebtedness to various lenders: (in millions) March 31, December 31, Amended and Restated Term Loan Facility, with 2.50 as of March 31, 2023, 7.13 % and 6.57 % at March 31, 2023 and December 31, 2024 , net (a) $ 414.2 $ 413.9 Long-term debt, net of debt discount $ 414.2 $ 413.9 (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 March 31, 2023 was recorded net of unamortized discount of $ 0.5 million and net of unamortized deferred financing fees of $ 0.6 million. The Amended and Restated Term Loan Facility as of December 31, 2022 was recorded net of unamortized discount of $ 0.6 million and net of unamortized deferred financing fees of $ 0.8 million. The fair market value of the Company’s debt under the Amended and Restated Term Loan Facility was $ 409.9 million as of March 31, 2023 . |
Summary of Interest Expense | Interest expense reported in the condensed consolidated statements of (loss) income and comprehensive (loss) income consists of the following: Three Months Ended (in millions) 2023 2022 Senior secured term loan $ 7.5 $ 3.5 Non-cash interest for amortization of debt discount 0.4 0.3 Revolving credit facility interest and commitment fees 0.1 0.1 Total interest expense $ 8.0 $ 3.9 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Risk (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of March 31, 2023, the Company’s assets and liabilities 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 $ 111.0 $ 111.0 $ — $ — Money market mutual funds (a) 106.3 106.3 — — Total assets at fair value $ 217.3 $ 217.3 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 12.9 — — 12.9 Total liabilities at fair value $ 13.3 $ — $ — $ 13.3 (a) The Company’s money market mutual funds of $ 106.3 million as of March 31, 2023 are included within cash and cash equivalents in the condensed consolidated balance sheets. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. (b) The market-based share awards liability of $ 0.4 million as of March 31, 2023 is included within other noncurrent liabilities in the condensed consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $ 3.7 million as of March 31, 2023 is included within contingent consideration in the condensed consolidated balance sheets and contingent consideration of $ 9.2 million is included within other noncurrent liabilities in the condensed consolidated balance sheets. As of December 31, 2022, the Company’s assets and liabilities 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 $ 147.5 $ 147.5 $ — $ — Money market mutual funds (a) 91.6 91.6 — — Total assets at fair value $ 239.1 $ 239.1 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 12.3 — — 12.3 Total liabilities at fair value $ 12.7 $ — $ — $ 12.7 (a) The Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. (b) The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2023, was as follows: Weighted-Average Number of Exercise Price Remaining (thousands) (years) Outstanding at December 31, 2022 14,555 $ 7.90 7.1 Granted 7,125 3.81 Exercised 1 2.87 Forfeited/Expired ( 618 ) 12.15 Outstanding at March 31, 2023 21,063 $ 6.39 8.1 Exercisable at March 31, 2023 6,697 $ 9.23 6.2 |
Schedule of Restricted Stock Units Activity | RSU activity for the three months ended March 31, 2023 was as follows: (share data in thousands, except per share data) Number of Weighted Unvested balance, December 31, 2022 878 $ 6.87 Granted 115 3.93 Forfeited ( 5 ) 10.76 Vested ( 416 ) 7.03 Unvested balance, March 31, 2023 572 $ 6.11 |
Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding | The assumptions used in determining the fair value for the performance-based market condition share awards outstanding at March 31, 2023 were as follows: March 31, Expected volatility 55.0 % Dividend yield 0.0 % Risk-free interest rate 3.6 % Weighted-average expected term (in years) 6.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended (dollars in millions, share data in thousands except earnings per share) 2023 2022 Net income and comprehensive income $ 7.1 $ 16.1 Accretion to redemption value of redeemable ( 10.1 ) ( 9.2 ) Participation rights on if-converted basis — ( 4.4 ) Net (loss) income and comprehensive (loss) income $ ( 3.0 ) $ 2.5 Weighted average common shares outstanding 67,280 70,171 Basic (loss) income per share $ ( 0.04 ) $ 0.04 Net (loss) income and comprehensive (loss) income $ ( 3.0 ) $ 2.5 Dilutive effect of stock options — 109 Diluted weighted average common shares 67,280 70,280 Diluted (loss) income per share $ ( 0.04 ) $ 0.04 Anti-dilutive employee share awards excluded 21,169 15,418 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: (in millions) March 31, December 31, Trade payables $ 17.5 $ 20.4 Other current liabilities 8.6 14.7 Accrued event costs 19.9 11.7 Accrued personnel costs 8.7 11.3 Total accounts payable and other $ 54.7 $ 58.1 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Reportable Segment Revenues, Other Income, Net, and Adjusted EBITDA to Net Income (Loss) | The following table presents a reconciliation of reportable segment revenues, other income, net, and Adjusted EBITDA to net income: Three Months Ended (in millions) 2023 2022 Revenues Commerce $ 70.0 $ 56.7 Design, Creative, and Technology 46.7 37.5 All Other 5.6 4.3 Total revenues $ 122.3 $ 98.5 Other income, net Commerce $ — $ 1.1 Design, Creative, and Technology — 21.9 All Other — 0.7 Total other income, net $ — $ 23.7 Adjusted EBITDA Commerce $ 39.4 $ 31.8 Design, Creative, and Technology 13.1 32.6 All Other ( 0.9 ) ( 2.3 ) Subtotal Adjusted EBITDA $ 51.6 $ 62.1 General corporate and other expenses $ ( 15.1 ) $ ( 12.8 ) Interest expense, net ( 6.9 ) ( 3.9 ) Goodwill impairment charge — ( 6.3 ) Intangible asset impairment charge — ( 1.6 ) Depreciation and amortization expense ( 13.5 ) ( 14.3 ) Stock-based compensation expense ( 2.1 ) ( 2.1 ) Deferred revenue adjustment — ( 0.2 ) Other items ( 4.2 ) ( 5.6 ) Income before income taxes $ 9.8 $ 15.3 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue From Contract With Customer [Line Items] | |||
Current deferred revenues | $ 161.8 | $ 151.2 | |
Revenue recognized | 110 | $ 84.7 | |
Cancelled event liabilities | $ 2.9 | 3.3 | |
Maximum [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Contracts with customers sales beginning period | 1 year | ||
Contracts with customers commission benefited expected period | 1 year | ||
Other Noncurrent Liabilities [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Long-term deferred revenues | $ 2.5 | 1.4 | |
Trade Show and Other Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Concentration risk, percentage | 91% | 89% | |
Trade Shows [Member] | COVID-19 [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Current deferred revenues | $ 0.7 | 0.8 | |
Accounts receivable credits reclassified to cancelled event liabilities | $ 2.2 | $ 2.5 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | 3 Months Ended |
Mar. 31, 2023 | |
Maximum [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 1 year |
Implementation Fees and Professional Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 4 years |
Subscription Software and Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 3 years |
Revenue recognition of remaining performance obligations expected renewal period | 1 year |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 122.3 | $ 98.5 |
Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 97.1 | 78.6 |
Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 14.2 | 9.1 |
Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 5.2 | 4.2 |
Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 5.8 | 6.6 |
Commerce [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 70 | 56.7 |
Commerce [Member] | Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 68.1 | 54.2 |
Commerce [Member] | Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 0.2 | 0.5 |
Commerce [Member] | Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 0.1 | |
Commerce [Member] | Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 1.6 | 2 |
Design, Creative and Technology [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 46.7 | 37.5 |
Design, Creative and Technology [Member] | Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 27.9 | 23.5 |
Design, Creative and Technology [Member] | Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 14 | 8.6 |
Design, Creative and Technology [Member] | Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 0.6 | 0.8 |
Design, Creative and Technology [Member] | Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 4.2 | 4.6 |
All Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 5.6 | 4.3 |
All Other [Member] | Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 1.1 | 0.9 |
All Other [Member] | Subscription Software and Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 4.5 | $ 3.4 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | Jan. 09, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Contingent consideration on purchase price | $ 12.9 | $ 12.3 | |
Lodestone [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 10.2 | ||
Business acquisition, initial cash payment | 9.5 | ||
Intangible assets | 3.4 | ||
Lodestone [Member] | Selling, General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition costs incurred | 0.4 | ||
Lodestone [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1.1 | ||
Weighted-average amortization period | 5 years | ||
Assumed residual value | $ 0 | ||
Lodestone [Member] | Customer Relationship Intangibles [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 2.3 | ||
Weighted-average amortization period | 6 years | ||
Assumed residual value | $ 0 | ||
Lodestone [Member] | Estimated Fair Value [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration on purchase price | $ 0.7 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Purchase Price Allocation and Measurement Period Adjustment (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Jan. 09, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 553.9 | $ 545.5 | |
Lodestone [Member] | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | $ 1.8 | ||
Prepaid expenses and other current assets | 0.2 | ||
Goodwill | 8.4 | ||
Intangible assets | 3.4 | ||
Deferred revenues | (3.6) | ||
Purchase price, including working capital adjustment | $ 10.2 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total pro-forma revenues | $ 122.3 | $ 98.8 |
Total pro-forma net (loss) income | 7.1 | 14 |
Advertising Week [Member] | ||
Business Acquisition [Line Items] | ||
Total pro-forma revenues | 0.3 | |
Total pro-forma net (loss) income | (0.7) | |
Emerald Revenue [Member] | ||
Business Acquisition [Line Items] | ||
Total pro-forma revenues | 122.3 | 98.5 |
Bulletin Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total pro-forma net (loss) income | (1) | |
Lodestone [Member] | ||
Business Acquisition [Line Items] | ||
Total pro-forma net (loss) income | (0.4) | |
Emerald net (loss) income [Member] | ||
Business Acquisition [Line Items] | ||
Total pro-forma net (loss) income | $ 7.1 | $ 16.1 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6 | $ 5.8 |
Less: Accumulated depreciation | (4) | (3.6) |
Property and equipment, net | 2 | 2.2 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5 | 4.8 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1 | $ 1 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense related to property and equipment | $ 300,000 | $ 300,000 |
Loss on disposal of fixed assets | $ 200,000 | $ 0 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 551 | $ 544.3 |
Accumulated amortization | (352.7) | (339.5) |
Net carrying amount | 198.3 | 204.8 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 52.6 | 52.6 |
Net carrying amount | 52.6 | 52.6 |
Customer Relationship Intangibles [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 365.4 | 363.1 |
Accumulated amortization | (316.6) | (306.2) |
Net carrying amount | 48.8 | 56.9 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 91.1 | 90 |
Accumulated amortization | (18.5) | (17.2) |
Net carrying amount | 72.6 | 72.8 |
Acquired Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 8.4 | 8.4 |
Accumulated amortization | (2.6) | (2.2) |
Net carrying amount | 5.8 | 6.2 |
Acquired Content [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 2.6 | 2.6 |
Accumulated amortization | (0.7) | (0.6) |
Net carrying amount | 1.9 | 2 |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 30.2 | 25.5 |
Accumulated amortization | (14.3) | (13.3) |
Net carrying amount | 15.9 | 12.2 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 0.7 | 2.1 |
Net carrying amount | $ 0.7 | $ 2.1 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) Segment | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Amortization expense | $ 13,200,000 | $ 14,000,000 |
Impairment of indefinite-lived intangible assets | $ 1,600,000 | |
Number of reporting units | Segment | 1 | |
Intangible asset impairment charge | $ 1,600,000 | |
Impairment of definite-lived intangible assets | 0 | |
Goodwill impairment charge | $ 0 | 6,300,000 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Impairment of indefinite-lived intangible assets | $ 1,600,000 | |
New Reporting Unit [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Number of reporting units | Segment | 1 | |
Design, Creative and Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Goodwill impairment charge | $ 5,800,000 | |
All Other [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Goodwill impairment charge | 500,000 | |
All Other [Member] | New Reporting Unit [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Goodwill impairment charge | $ 500,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, balance | $ 545,500,000 | |
Acquired goodwill | 8,400,000 | |
Impairments | 0 | $ (6,300,000) |
Goodwill, balance | 553,900,000 | |
Commerce [Member] | ||
Goodwill [Line Items] | ||
Goodwill, balance | 356,100,000 | |
Acquired goodwill | 8,400,000 | |
Goodwill, balance | 364,500,000 | |
Design, Creative and Technology [Member] | ||
Goodwill [Line Items] | ||
Goodwill, balance | 160,800,000 | |
Impairments | (5,800,000) | |
Goodwill, balance | 160,800,000 | |
All Other [Member] | ||
Goodwill [Line Items] | ||
Goodwill, balance | 28,600,000 | |
Impairments | $ (500,000) | |
Goodwill, balance | $ 28,600,000 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, net of debt discount and deferred financing fees | $ 414.2 | $ 413.9 |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.50 as of March 31, 2023, and December 31, 2022 (equal to [5.27]% and 6.57% at March 31, 2023 and December 31, 2022, respectively) due 2024, net | $ 414.2 | $ 413.9 |
Debt - Summary of Long-Term D_2
Debt - Summary of Long-Term Debt Related to Amended and Restated Term Loan Facility (Parenthetical) (Detail) - Amended and Restated Term Loan Facility [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Interest rate | 7.13% | 6.57% |
Maturity year | 2024 | 2024 |
Secured debt | $ 414.2 | $ 413.9 |
Unamortized discount | 0.5 | 0.6 |
Unamortized deferred financing fees | 0.6 | $ 0.8 |
Fair market value | $ 409.9 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt maturity period | 7 years | |
Secured debt | $ 565 | |
Security debt maturity date | May 22, 2024 | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.50% | 2.50% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility - Additional Information (Detail) - Amended and Restated Revolving Credit Facility [Member] - USD ($) | 20 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2023 | Feb. 02, 2023 | Dec. 31, 2022 | Aug. 06, 2020 | |
Debt Instrument [Line Items] | |||||
Borrowings outstanding | $ 0 | $ 0 | |||
Stand-by letters of credit | $ 1,000,000 | 1,000,000 | |||
Net leverage ratio | 2.50% | ||||
Secured debt | $ 110,000,000 | $ 100,400,000 | |||
LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin | 2.25% | 2.75% | |||
ABR [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin | 1.25% | 1.75% | |||
SOFR [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin | 2.25% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 0.4 | $ 0.3 |
Total interest expense | 8 | 3.9 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense on senior secured term loan | 7.5 | 3.5 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility interest and commitment fees | $ 0.1 | $ 0.1 |
Debt - Covenants - Additional I
Debt - Covenants - Additional Information (Detail) - Amended and Restated Revolving Credit Facility [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Leverage ratio | 550% |
Letters of credit outstanding amount | $ 10 |
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35% |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Total assets at fair value | $ 217.3 | $ 239.1 |
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 12.9 | 12.3 |
Total liabilities at fair value | 13.3 | 12.7 |
Cash and Cash Equivalents [Member] | ||
Assets | ||
Cash and cash equivalents | 111 | 147.5 |
Money Market Mutual Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 106.3 | 91.6 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 217.3 | 239.1 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Market-based share awards liability | 0.4 | 0.4 |
Contingent consideration | 12.9 | 12.3 |
Total liabilities at fair value | 13.3 | 12.7 |
Fair Value Measurements Recurring [Member] | Cash and Cash Equivalents [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 111 | 147.5 |
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 106.3 | $ 91.6 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Risk - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market mutual funds | $ 106.3 | |
Market-based share awards liability | 0.4 | $ 0.4 |
Contingent consideration | 3.7 | |
Other Noncurrent Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | 0.4 | |
Contingent consideration | $ 9.2 |
Fair Value Measurements and F_5
Fair Value Measurements and Financial Risk - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | $ 400,000 | $ 400,000 |
Contingent consideration on purchase price | 12,900,000 | 12,300,000 |
G3 Communications, EDspaces, PlumRiver, Sue Bryce Education, MJBiz, Advertising Week and Bulletin [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration on purchase price | 12,900,000 | 12,300,000 |
Expected to be Settled in 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration on purchase price | 3,400,000 | |
Expected to be Settled in 2024 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration on purchase price | 800,000 | |
Expected to be Settled in 2025 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration on purchase price | 100,000 | |
Expected to be Settled in 2027 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration on purchase price | 8,600,000 | |
Market-based Share Awards [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | 400,000 | $ 400,000 |
Employee right to receive restricted stock equal to maximum cash price | $ 9,800,000 |
Stockholder's Deficit and Redee
Stockholder's Deficit and Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||||||
Jul. 24, 2020 | Jun. 10, 2020 | Oct. 31, 2020 | Aug. 13, 2020 | Aug. 13, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 26, 2022 | Oct. 31, 2021 | |
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Dividends paid or declared | $ 0 | $ 0 | |||||||
Repurchase of common stock | 16,900,000 | 900,000 | |||||||
October 2020 Share Repurchase Program [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | $ 20,000,000 | |||||||
Repurchase of common stock | $ 900,000 | ||||||||
Repurchase of common stock, shares | 255,584 | ||||||||
October 2022 Share Repurchase Program [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | ||||||||
Repurchase of common stock | $ 16,900,000 | ||||||||
Repurchase of common stock, shares | 5,064,140 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 3,000,000 | ||||||||
Maximum [Member] | October 2020 Share Repurchase Program [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Repurchase of common stock | $ 20,000,000 | ||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Dividends payable to common stock | $ 0 | $ 0 | |||||||
Consecutive trading days | 20 days | ||||||||
Right to redeem preferred stock threshold period | 6 years | ||||||||
Preferred stock as percentage on outstanding common stock on an as-converted basis | 30% | ||||||||
Redeemable Convertible Preferred Stock [Member] | After Six-Year Anniversary Thereof [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Percentage of accreted liquidation preference | 105% | ||||||||
Redeemable Convertible Preferred Stock [Member] | After Seven-Year Anniversary Thereof [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Percentage of accreted liquidation preference | 103% | ||||||||
Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Percentage of trading price per share of common stock after third anniversary | 175% | ||||||||
Threshold purchase price for acquisition or disposition of assets | $ 100,000,000 | ||||||||
Initial Private Placement [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Shares issued | 47,058,332 | ||||||||
Aggregate purchase price per share | $ 5.60 | ||||||||
Preferred stock accretion rate per annum | 7% | ||||||||
Preferred stock, accretion | $ 8,300,000 | 7,800,000 | |||||||
Preferred stock, aggregate liquidation preference | $ 484,200,000 | 451,900,000 | |||||||
Preferred stock initial liquidation preference | $ 5.60 | ||||||||
Redeemable convertible preferred stock conversion | 1.59 | ||||||||
Initial conversion price per share | $ 3.52 | ||||||||
Preferred stock, accretion of deemed dividend | $ 10,100,000 | $ 9,200,000 | |||||||
Rights Offering [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||
Shares issued | 1,727,427 | 69,718,919 | |||||||
Proceeds from issuance of preferred stock | $ 9,700,000 | $ 373,300,000 | |||||||
Fees and estimated expenses | $ 17,200,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||||||
Jan. 31, 2019 USD ($) Hours shares | Jan. 31, 2020 USD ($) | Jun. 30, 2019 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2020 USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Deferred tax benefit for stock-based compensation | $ 500,000 | $ 400,000 | ||||||
Market-based share awards liability | 400,000 | $ 400,000 | ||||||
Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 1,500,000 | 1,300,000 | ||||||
Unrecognized stock-based compensation expense | $ 17,900,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 3 years 3 months | |||||||
Restricted Stock Units ("RSUs") [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 500,000 | 800,000 | ||||||
Unrecognized stock-based compensation expense | $ 1,700,000 | |||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 1 year 10 months 24 days | |||||||
Estimated shares of common stock granted | shares | 115,000 | |||||||
Weighted-average grant date fair value | $ / shares | $ 3.93 | |||||||
Market-based Share Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 0 | |||||||
Employee right to receive restricted stock equal to maximum price | $ 4,900,000 | $ 4,900,000 | ||||||
Estimated weighted average conversion threshold | $ / shares | $ 21.08 | |||||||
Estimated shares of common stock issue upon conversion | shares | 78,041 | |||||||
Estimated shares of common stock granted | shares | 78,041 | |||||||
Weighted-average grant date fair value | $ / shares | $ 24.77 | |||||||
Market-based share awards liability | $ 400,000 | $ 400,000 | ||||||
Fair value at grant date | $ 800,000 | |||||||
Fair value of awards | $ 1,100,000 | |||||||
2019 Employee Stock Purchase Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of discount received | 10 | |||||||
Common stock, reserved for issuance | shares | 500,000 | |||||||
Stock-based compensation expense | $ 0 | $ 0 | ||||||
2019 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of hours per week worked by employees for eligible | Hours | 20 | |||||||
Number of months of service to be completed for eligible | 6 months | |||||||
2019 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Amount of compensation | $ 150,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 14,555 | |
Number of Options, Granted | 7,125 | |
Number of Options, Exercised | 1 | |
Number of Options, Forfeited/Expired | (618) | |
Number of Options Outstanding, Ending Balance | 21,063 | 14,555 |
Number of Options, Exercisable | 6,697 | |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 7.90 | |
Weighted-Average Exercise Price per Option, Granted | 3.81 | |
Weighted-Average Exercise Price per Option, Exercised | 2.87 | |
Weighted-Average Exercise Price per Option, Forfeited/Expired | 12.15 | |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 6.39 | $ 7.90 |
Weighted-Average Exercise Price per Option, Exercisable | $ 9.23 | |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 8 years 1 month 6 days | 7 years 1 month 6 days |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 2 months 12 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units ("RSUs") [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Unvested, Beginning Balance | shares | 878 |
Number of RSUs, Granted | shares | 115 |
Number of RSUs, Forfeited | shares | (5) |
Number of RSUs, Vested | shares | (416) |
Number of RSUs Unvested, Ending Balance | shares | 572 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares | $ 6.87 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 3.93 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 10.76 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 7.03 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 6.11 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) - Market-based Share Awards [Member] | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 55% |
Dividend yield | 0% |
Risk-free interest rate | 3.60% |
Weighted-average expected term (in years) | 6 years 1 month 6 days |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - 7% Series A Redeemable Convertible Participating Preferred Stock [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Earnings Per Share [Line Items] | |
Preferred stock, shares outstanding | 71,416,907 |
Convertible preferred stock, converted to common stock | 137,559,616 |
Convertible preferred stock, percentage | 7% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Line Items] | ||
Net income and comprehensive income attributable to Emerald Holding, Inc. | $ 7.1 | $ 16.1 |
Accretion to redemption value of redeemable convertible preferred stock | (10.1) | (9.2) |
Participation rights on if-converted basis | (4.4) | |
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders | $ (3) | $ 2.5 |
Weighted average common shares outstanding | 67,280 | 70,171 |
Basic (loss) income per share | $ (0.04) | $ 0.04 |
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders | $ (3) | $ 2.5 |
Dilutive effect of stock options | 109 | |
Diluted weighted average common shares outstanding | 67,280 | 70,280 |
Diluted (loss) income per share | $ (0.04) | $ 0.04 |
Anti-dilutive employee share awards excluded from diluted earnings per share calculation | 21,169 | 15,418 |
Redeemable Convertible Preferred Stock [Member] | ||
Earnings Per Share [Line Items] | ||
Accretion to redemption value of redeemable convertible preferred stock | $ (10.1) | $ (9.2) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
U.S. Corporate federal income tax rate | 21% | ||
Provision for (benefit from) income taxes | $ 2.7 | $ (0.8) | |
Effective income tax rates | 27.60% | (5.20%) | |
Liabilities for unrecognized tax benefits and associated interest and penalties | $ 0 | $ 0 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Payables And Accruals [Abstract] | ||
Trade payables | $ 17.5 | $ 20.4 |
Other current liabilities | 8.6 | 14.7 |
Accrued event costs | 19.9 | 11.7 |
Accrued personnel costs | 8.7 | 11.3 |
Total accounts payable and other current liabilities | $ 54.7 | $ 58.1 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 Segment BrandPortfolio | |
Segment Reporting Information [Line Items] | |
Number of operating segments, aggregated into reportable segments | 5 |
Number of reportable segments | 2 |
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | 2 |
Chief Operating Decision Maker [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 7 |
Number of executive brand portfolios | BrandPortfolio | 7 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Revenues | $ 122,300,000 | $ 98,500,000 |
Other Income, net | ||
Other income, net | 23,700,000 | |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | 51,600,000 | 62,100,000 |
General corporate and other expenses | (15,100,000) | (12,800,000) |
Interest expense, net | (6,900,000) | (3,900,000) |
Goodwill impairment charge | 0 | (6,300,000) |
Intangible asset impairment charge | (1,600,000) | |
Depreciation and amortization expense | (13,500,000) | (14,300,000) |
Stock-based compensation expense | (2,100,000) | (2,100,000) |
Deferred revenue adjustment | (200,000) | |
Other items | (4,200,000) | (5,600,000) |
Income before income taxes | 9,800,000 | 15,300,000 |
Commerce [Member] | ||
Revenues | ||
Revenues | 70,000,000 | 56,700,000 |
Other Income, net | ||
Other income, net | 1,100,000 | |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | 39,400,000 | 31,800,000 |
Design, Creative and Technology [Member] | ||
Revenues | ||
Revenues | 46,700,000 | 37,500,000 |
Other Income, net | ||
Other income, net | 21,900,000 | |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | 13,100,000 | 32,600,000 |
Goodwill impairment charge | (5,800,000) | |
All Other [Member] | ||
Revenues | ||
Revenues | 5,600,000 | 4,300,000 |
Other Income, net | ||
Other income, net | 700,000 | |
Adjusted EBITDA | ||
Subtotal Adjusted EBITDA | $ (900,000) | (2,300,000) |
Goodwill impairment charge | $ (500,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Onex Corporation [Member] | As Converted Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 90.60% | ||
ASM Global [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 0 | |
ASM Global [Member] | Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 48% | ||
ASM Global [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of services facilities and catering | $ 0.3 | $ 0.3 | |
Convex Group Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 0 | |
Convex Group Ltd [Member] | Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 96% | ||
Convex Group Ltd [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Selling, general and administrative expense insurance | $ 0 | $ 0.3 |