Business Acquisitions | 3. Business Acquisitions In line with the Company’s strategic growth initiatives, the Company acquired the assets and liabilities of several companies during 2017 (collectively, the “2017 acquisitions”) and 2016 (collectively, the “2016 acquisitions”), as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. CEDIA The Company acquired the assets and liabilities associated with CEDIA Expo (“CEDIA”) on January 25, 2017, for a total purchase price cash consideration of $36.0 million, which included a negative working capital adjustment of approximately $1.2 million. The acquisition was financed with cash from operations and a draw on the Company’s revolving credit facility. All of the external acquisition costs of $0.2 million were expensed as incurred and included in selling, general and administrative expenses in the condensed consolidated statements of income and comprehensive income. The following table summarizes the preliminary estimated fair value of the assets and liabilities at the date of acquisition: (in thousands) January 25, Prepaid expenses 300 Goodwill 24,851 Other intangible assets 11,148 Deferred revenues (1,496 ) Purchase price, including working capital adjustment $ 34,803 InterDrone The Company acquired the assets and liabilities associated with the International Drone Conference and Exposition (“InterDrone”) on March 10, 2017, for a total purchase price consideration of $8.2 million, which included a negative working capital adjustment of approximately $0.2 million and a contingent payment of $3.8 million. The $4.4 million closing purchase payment was financed with cash from operations. The $3.8 million is scheduled to be settled in the fourth quarter of 2017 and it is primarily contingent upon achievement of certain performance thresholds. The measurement basis used in calculating the contingent consideration include probability weighted estimates regarding the likelihood of achieving revenue and EBITDA targets for the respective show acquired. The contingent consideration is included in accounts payable and other accrued liabilities in the condensed consolidated balance sheet at March 31, 2017. All of the 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 income and comprehensive income. The following table summarizes the preliminary estimated fair value of the assets and liabilities at the date of acquisition: (in thousands) March 10, Prepaid expenses 31 Goodwill 5,511 Other intangible assets 2,826 Deferred revenues (199 ) Purchase price, including working capital adjustment $ 8,169 Supplemental Pro-Forma Information Supplemental information on an unaudited pro-forma basis, as if the acquisitions had occurred as of January 1, 2016, is as follows: Quarter Ended March 31, (in thousands) 2017 2016 Revenue $ 136,148 $ 133,996 Net Income $ 28,551 $ 29,162 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 acquisitions. This supplemental pro-forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisitions been made on January 1, 2016, nor is it indicative of any future results. Further, the supplemental pro-forma information has not been adjusted for show timing differences or discontinued events. Collective On August 8, 2016, the Company acquired the assets and liabilities associated with the Swim Collective Trade Show and the Active Collective Trade Show, for a total purchase price consideration of $14.1 million, which reflects the contingent consideration payment of $1.3 million during the three months ended March 31, 2017. The contingent consideration was primarily based upon performance thresholds around revenue and EBITDA. The liability is re-measured to fair value each reporting period using our most recent internal operational budgets. As a result of our review, a $0.1 million decrease in the fair value of the contingent consideration liability is included in sales, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The measurement period is closed as of March 31, 2017. Digital Dealer On October 11, 2016, the Company acquired the assets and liabilities associated with the Digital Dealer Conference & Expo, for a total purchase price consideration of $19.7 million. The remaining $4.9 million contingent consideration, subject to any final working capital adjustment is scheduled to be settled in the second quarter of 2017. The contingent consideration is primarily based upon performance thresholds around revenue and EBITDA. The liability is re-measured to fair value each reporting period using our most recent internal operational budgets. As a result of our review, a $0.8 million decrease in the fair value of the contingent consideration liability is included in sales, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The contingent consideration liability is included in accounts payable and other accrued liabilities in the condensed consolidated balance sheet at March 31, 2017 and December 31, 2016. In conjunction with the acquisition, there is a $1.0 million contingent compensation payment that is scheduled to be settled in January 2018. Payment of this contingent amount is primarily based upon achievement of certain performance thresholds as well as the continued employment of the seller. As such, the $1.0 million was determined to be compensation and is being ratably expensed during the requisite service period. During the three months ended March 31, 2017, $0.2 million of the contingent compensation expense was included in sales, general and administrative expense in the condensed consolidated statements of income and comprehensive income. As of March 31, 2017 and December 31, 2016, $0.4 million and $0.2 million was included in accounts payable and other accrued liabilities in the condensed consolidated balance sheets. The measurement period is open as of March 31, 2017 due to potential final working capital adjustments. Pavement On October 18, 2016, the Company acquired the assets and liabilities associated with the National Pavement Expo, for a total purchase price consideration of $8.7 million and a contingent payment of $2.3 million. The contingent consideration is primarily based upon performance thresholds around revenue and EBITDA. The liability is re-measured to fair value each reporting period using our most recent internal operational budgets. As a result of our review, the $0.9 million increase in the fair value of the contingent consideration liability is included in sales, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The $2.3 million is scheduled to be settled during the second quarter of 2017 and it is included in accounts payable and other accrued liabilities in the condensed consolidated balance sheet as of March 31, 2017. RFID On November 15, 2016, the Company acquired the assets and liabilities associated with RFID Journal Live! for a total purchase price consideration of $5.7 million. In conjunction with the acquisition, there are contingent compensation payments of $2.5 million that are scheduled to be settled during the first quarter of 2018 and 2019, which are primarily contingent upon achievement of certain performance thresholds and the continued employment of the seller. As such, the $2.5 million was determined to be compensation and is being ratably expensed during the requisite service period. During the three months ended March 31, 2017, $0.4 million of the contingent compensation expense was included in sales, general and administrative expense in the condensed consolidated statements of income and comprehensive income. As of March 31, 2017 and December 31, 2016, $0.6 million and $0.2 million, respectively, was included in accounts payable and other accrued liabilities in the condensed consolidated balance sheets. The measurement period is open as of March 31, 2017 due to potential final working capital adjustments. ACRE On December 13, 2016, the Company acquired the assets and liabilities associated with the American Craft Retailers Expo, for a total purchase price consideration of $5.0 million. In connection with the 2017 acquisitions, the Company recorded goodwill of $30.4 million. In the view of management, the goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective trade show industries. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. |