Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | EEX | |
Entity Registrant Name | Emerald Expositions Events, Inc. | |
Entity Central Index Key | 1,579,214 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 72,833,524 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 27 | $ 10.9 |
Trade and other receivables, net of allowance for doubtful accounts of $0.8 as of March 31, 2018 and December 31, 2017 | 103.8 | 62.7 |
Prepaid expenses | 11.8 | 19.9 |
Total current assets | 142.6 | 93.5 |
Noncurrent assets | ||
Property and equipment, net | 3.9 | 3.8 |
Goodwill | 993.1 | 993.7 |
Intangible assets, net | 534.7 | 545 |
Other noncurrent assets | 1.9 | 1.9 |
Total assets | 1,676.2 | 1,637.9 |
Current liabilities | ||
Accounts payable and other current liabilities | 41.7 | 25 |
Deferred revenues | 179.7 | 192.6 |
Term loan, current portion | 5.7 | 5.7 |
Total current liabilities | 227.1 | 223.3 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 547.4 | 548.5 |
Deferred tax liabilities, net | 100.7 | 100.2 |
Other noncurrent liabilities | 2.9 | 4.7 |
Total liabilities | 878.1 | 876.7 |
Commitments and contingencies (Note 12) | ||
Shareholders’ equity | ||
Preferred stock, $0.01 par value; authorized shares at March 31, 2018 and December 31, 2017: 80,000; no shares issued and outstanding at March 31, 2018 and December 31, 2017 | ||
Common stock, $0.01 par value; authorized shares: 800,000 at March 31, 2018 and December 31, 2017; issued and outstanding shares: 72,802 and 72,604 at March 31, 2018 and December 31, 2017, respectively | 0.7 | 0.7 |
Additional paid-in capital | 680.9 | 677.1 |
Retained earnings | 116.5 | 83.4 |
Total shareholders’ equity | 798.1 | 761.2 |
Total liabilities and shareholders’ equity | $ 1,676.2 | $ 1,637.9 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Partners Capital [Abstract] | ||
Allowance for doubtful accounts - trade and other receivables, current | $ 0.8 | $ 0.8 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 72,802,000 | 72,604,000 |
Common stock, shares outstanding | 72,802,000 | 72,604,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 142.2 | $ 135.7 |
Cost of revenues | 41.4 | 36.6 |
Selling, general and administrative expense | 32.3 | 32 |
Depreciation and amortization expense | 11.4 | 10.6 |
Operating income | 57.1 | 56.5 |
Interest expense | 6.5 | 9.6 |
Income before income taxes | 50.6 | 46.9 |
Provision for income taxes | 12.5 | 18.6 |
Net income and comprehensive income | $ 38.1 | $ 28.3 |
Basic earnings per share | $ 0.52 | $ 0.46 |
Diluted earnings per share | $ 0.50 | $ 0.44 |
Basic weighted average common shares outstanding | 72,715 | 61,866 |
Diluted weighted average common shares outstanding | 75,819 | 63,785 |
Dividend declared per common share | $ 0.07 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net income | $ 38.1 | $ 28.3 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation expense | 1.2 | 0.6 |
Provision for doubtful accounts | 0.1 | 0 |
Depreciation and amortization | 11.4 | 10.6 |
Amortization of deferred financing fees and debt discount | 0.3 | 0.9 |
Unrealized gain on interest rate swap and floor | (0.5) | (0.4) |
Deferred income taxes | 0.5 | 14.2 |
Remeasurement of contingent consideration | 0.5 | 0 |
Changes in operating assets and liabilities, net of effect of businesses acquired: | ||
Trade and other receivables | (41.2) | (27.3) |
Prepaid expenses | 8.1 | 11.6 |
Other noncurrent assets | 0 | 0.6 |
Accounts payable and other current liabilities | 5.8 | 10.5 |
Income tax payable | 10.9 | 0 |
Deferred revenues | (12.8) | (20.1) |
Other noncurrent liabilities | (1.8) | (0.7) |
Net cash provided by operating activities | 20.6 | 28.8 |
Investing activities | ||
Acquisition of businesses | 0 | (39.1) |
Purchases of property and equipment | (0.3) | (0.2) |
Purchases of intangible assets | (0.2) | (0.1) |
Net cash used in investing activities | (0.5) | (39.4) |
Financing activities | ||
Payment of contingent consideration | 0 | (1.3) |
Proceeds from borrowings on revolving credit facility | 0 | 15 |
Repayment of principal on term loan | (1.4) | (2.2) |
Cash dividends paid | (5.1) | 0 |
Proceeds from exercise of stock options | 2.5 | 0 |
Net cash (used in) provided by financing activities | (4) | 11.5 |
Net increase in cash and cash equivalents | 16.1 | 0.9 |
Cash and cash equivalents | ||
Beginning of period | 10.9 | 14.9 |
End of period | 27 | 15.8 |
Supplemental schedule of non-cash investing and financing activities | ||
Contingent consideration related to 2017 acquisition | $ 0 | $ 3.8 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. The unaudited condensed consolidated financial statements include the operations of Emerald Expositions Events, Inc. (“the Company”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation 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, 2017. The December 31, 2017 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2017, but does not include all of the footnote disclosures required by GAAP. The results for the three months ended March 31, 2018 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, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recently Adopted Accounting Pronouncements In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). ASU 2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB No. 118”), which was effective immediately. SAB No. 118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the Tax Cuts and Jobs Act. The adoption of ASU 2018-05 had no material impact on the Company's condensed consolidated financial statements as of and for the three months ended March 31, 2018. See Note 11, Income Taxes In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 clarifies when changes to the terms and conditions of share-based payment awards must be accounted for as modifications. Entities apply the modification accounting guidance only if there is a change to the value, vesting condition or award classification. The Company adopted ASU 2017-09 on January 1, 2018. The adoption of the standard did not have an impact on the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2018, as there were no modifications of share-based awards. In May 2014, the FASB issued ASU 2014-09, which creates Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Since the issuance of ASU 2014-09, the FASB has issued several amendments to provide additional supplemental guidance on certain aspects of the original pronouncement. Subsequent guidance issued after May 2014 did not change the core principles of ASU 2014-09. The standard eliminates the existing revenue recognition guidance including transaction and industry specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach by which an entity recognizes revenue upon the transfer of goods or services to customers at an amount that reflects the consideration expected to be received. The Company adopted ASC Topic 606 effective January 1, 2018 using the full retrospective method. As adoption of the standard had no material impact on the Company’s consolidated financial position, results of operations or cash flows, no restatement is required for each reporting period presented prior to the period of initial application. Recently Issued Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This update will permit entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform from the Tax Cuts and Jobs Act. This update will be effective for all interim and annual reporting periods beginning after December 15, 2018. Management is currently assessing the impact that adopting this new accounting standard will have on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required. This standard is effective for fiscal years beginning after December 15, 2018. Management is currently assessing the impact that adopting this new accounting standard will have on the Company’s condensed consolidated financial statements. There have been no other 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, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Revenue Recognition and Deferred Revenue Revenue is recognized when the customer obtains control of promised services and all performance obligations are met. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers receive the benefit of the Company’s services upon the completion of each trade show or conference event. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue upon completion of each trade show. Trade show revenues represented approximately 87.0% and 91.7% of total revenues for the three months ended March 31, 2018 and 2017, respectively. The Company also generates registration and sponsorship revenue from the production of other events across a wide variety of forums. The Company recognizes other event revenue upon completion of each event. Other marketing services revenues primarily consist of advertising sales for industry publications and are recognized in the period in which the publications are issued. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event. Current deferred revenues as of March 31, 2018 and 2017 were $179.7 million and $153.2 million, respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of March 31, 2018 and 2017 were $0.6 million and zero, respectively, and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Total deferred revenues, including the current and non-current portions, were $180.3 million and $194.5 million, as of March 31, 2018 and December 31, 2017, respectively. The following table represents the deferred revenue activity for the three months ended March 31, 2018 and 2017, respectively: (in millions) 2018 2017 Balance at beginning of period $ 194.5 $ 172.4 Consideration earned during the period (124.3 ) (120.4 ) Consideration received during the period 110.1 99.5 Additions related to business combinations — 1.7 Balance at end of period $ 180.3 $ 153.2 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 customer are satisfied. This generally occurs upon the completion of each trade show or other event. Revenue is measured as the amount of consideration the Company expects to receive upon completion of performance obligations. For the Company’s other marketing services, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customer 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 performance obligations. The Company applied a practical expedient which allows the exclusion of disclosure Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events and other marketing services. The following table represents revenues disaggregated by type: Three Months Ended March 31, (in millions) 2018 2017 Trade shows $ 123.7 $ 124.5 Other events 13.0 5.0 Other marketing services 5.5 6.2 Total revenues $ 142.2 $ 135.7 Substantially all of the Company’s revenues are related to the production of trade shows, other events and other marketing services in the United States. Contract Balances Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets that fall under the scope of ASC Topic 606. Contract liabilities generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event. The related revenue is recognized upon the completion of the applicable trade show or other event. Contract liabilities are reported on the condensed consolidated balance sheets as deferred revenues. The Company incurs sales commissions costs in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and events and the sales of advertising for industry publications. The Company’s contracts with customers are generally short term, as sales generally begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefitted by each commission to be less than one year, and as a result, the Company expenses sales commissions as incurred. Contract Estimates and Judgments The Company’s revenues accounted for under ASC Topic 606 generally do not require significant estimates or judgments based on the nature of the Company’s contracts. The sales price in the Company’s contracts are fixed and stated on the face of the contract. All consideration from contracts is included in the transaction price. The Company’s contracts with multiple performance obligations are all considered to be fulfilled upon the completion of each trade show, other event or publication issuance, as applicable. The Company’s contracts do not include variable consideration. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4 . In line with the Company’s strategic growth initiatives, the Company acquired the assets and assumed the liabilities of several companies during 2017 (collectively, the “2017 acquisitions”) as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. CEDIA On January 25, 2017, the Company acquired the assets and assumed the liabilities associated with CEDIA Expo (“CEDIA”), for a total purchase price of $34.8 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 measurement period was closed during the fourth quarter of 2017. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) January 25, 2017 Prepaid expenses $ 0.3 Goodwill 24.9 Intangible assets 11.1 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 34.8 InterDrone On March 10, 2017, the Company acquired the assets and assumed the liabilities associated with the International Drone Conference and Exposition (“InterDrone”) for a total purchase price of $8.2 million, which included a negative working capital adjustment of approximately $0.2 million and contingent consideration of $3.8 million. The $4.4 million closing purchase payment was financed with cash from operations. The contingent consideration was primarily based upon performance thresholds relating to revenue and direct costs. The liability was re-measured to fair value at the end of each reporting period using the Company’s most recent internal operational budgets. As a result of the Company’s review during the fourth quarter of 2017, the contingent consideration liability was re-measured to fair value which resulted in a $0.3 million increase in the fair value of the contingent consideration. The $4.1 million contingent payment was settled in the fourth quarter of 2017. The measurement period was closed during the fourth quarter of 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 fair value of the assets and liabilities at the date of acquisition: (in millions) March 10, 2017 Goodwill $ 5.5 Intangible assets 2.9 Deferred revenues (0.2 ) Purchase price, including working capital adjustment $ 8.2 Snow Show On May 24, 2017, the Company acquired the assets and assumed the liabilities associated with the SnowSports Industries America Snow Show (“Snow Show”) for a total purchase price of $16.8 million, which included a negative working capital adjustment of approximately $0.3 million and a deferred payment of $0.4 million. At the date of acquisition, the Company entered into a sponsorship agreement for a non-exclusive right to use the Snow Sports Industries trademark. As a result of the sponsorship agreement, the Company recorded a $0.4 million deferred payment obligation that will be paid over the next ten years. The $0.4 million deferred payment obligation is included in other current liabilities and noncurrent liabilities in the condensed consolidated balance sheets. The acquisition was financed with cash from operations. The measurement period was closed during the fourth quarter of 2017. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) May 24, 2017 Goodwill $ 11.3 Intangible assets 5.8 Deferred revenues (0.3 ) Purchase price, including working capital adjustment $ 16.8 CPMG On November 29, 2017, the Company acquired Connecting Point Marketing Group (“CPMG”) for a total purchase price of $36.6 million, which included a working capital adjustment of approximately $1.4 million. The acquisition was financed with cash from operations and borrowings under the Company’s revolving credit facility. During the first quarter of 2018, the Company recorded a $0.6 million adjustment to reflect the fair value of CPMG’s custom developed software. The adjustment resulted in a decrease to goodwill and an increase to other intangible assets. The measurement period was closed during the first quarter of 2018. The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) November 29, 2017 Cash $ 0.6 Trade and other receivables 5.1 Prepaid expenses 0.5 Goodwill 21.1 Intangible assets 23.0 Accounts payable and other current liabilities (0.8 ) Deferred revenues (12.9 ) Purchase price, including working capital adjustment $ 36.6 Supplemental Pro-Forma Information Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2017 acquisitions had occurred at the beginning of 2016, 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 acquisitions. 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 acquisitions 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 March 31, 2017 (in millions) (Unaudited) Pro-forma revenues $ 148.5 Pro-forma net income $ 31.9 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5 . Goodwill The table below summarizes the changes in the carrying amount of goodwill: (in millions) Balance at December 31, 2017 $ 993.7 CPMG adjustment (0.6 ) Balance at March 31, 2018 $ 993.1 Intangible Assets, Net Intangible assets, net consisted of the following: (in millions) December 31, 2017 Additions Transfers March 31, 2018 Indefinite-lived intangible assets Trade names $ 298.5 $ — $ — $ 298.5 Amortizable intangibles Customer-related intangibles 408.8 — — 408.8 Computer software 8.4 0.6 0.4 9.4 715.7 0.6 0.4 716.7 Accumulated amortization Customer-related intangibles (165.7 ) (10.8 ) — (176.5 ) Computer software (5.4 ) (0.3 ) — (5.7 ) (171.1 ) (11.1 ) — (182.2 ) Capitalized software in progress 0.4 0.2 (0.4 ) 0.2 Total intangible assets, net $ 545.0 $ (10.3 ) $ — $ 534.7 Amortization expense for the three months ended March 31, 2018 and 2017 was $11.2 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6 . Property and equipment, net, consisted of the following: (in millions) March 31, 2018 December 31, 2017 Furniture, equipment and other $ 5.4 $ 5.3 Leasehold improvements 2.3 2.1 7.7 7.4 Less: Accumulated depreciation (3.8 ) (3.6 ) Property and equipment, net $ 3.9 $ 3.8 Depreciation expense related to property and equipment for the three months ended March 31, 2018 and 2017 was $0.2 million. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7 . Long-term debt is comprised of the following indebtedness to various lenders: (in millions) March 31, 2018 December 31, 2017 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.63% and 4.42% as of March 31, 2018 and December 31, 2017, respectively) and due 2024, net (a) $ 553.1 $ 554.2 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 547.4 $ 548.5 (a) Amended and Restated Term Loan Facility as of March 31, 2018 is recorded net of unamortized discount of $3.5 million and net of unamortized deferred financing fees of $4.2 During the three months ended March 31, 2018, Emerald Expositions Holding, Inc. (“EEH”) had no borrowings under its Amended and Restated Revolving Credit Facility. During the three months ended March 31, 2017, EEH borrowed $15.0 million on its then existing revolving credit facility. There were no repayments during either period. EEH had $0.9 million in stand-by letter of credit issuances under the Amended and Restated Revolving Credit Facility as of March 31, 2018 and December 31, 2017. Amended and Restated Senior Secured Credit Facilities On May 22, 2017, EEH amended and restated its then-existing senior secured credit facilities; the Amended and Restated Senior Secured Credit Facilities now consist of (i) 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”) and (ii) the Amended and Restated Revolving Credit Facility, a $150.0 million senior secured revolving credit facility, scheduled to mature on May 23, 2022 (the “Amended and Restated Revolving Credit Facility” and, together with the Amended and Restated Term Loan Facility, the “Amended and Restated Senior Secured Credit Facilities”). On November 27, 2017, EEH entered into an amendment to reduce the interest rate applicable to term loans under the Amended and Restated Term Loan Facility by 0.25% and on November 29, 2017, EEH entered into the Repricing Agreement and Second Amendment to Amended and Restated Credit Agreement to reduce the interest rate applicable to revolving loans under the Amended and Restated Revolving Credit Agreement by 0.25%. Interest Expense Interest expense reported in the condensed consolidated statements of income and comprehensive income consist of the following: Three months ended March 31, (in millions) 2018 2017 Senior secured term loan $ 6.3 $ 8.5 Noncash interest for amortization of debt discount and debt issuance costs 0.3 0.9 Realized and unrealized gain on interest rate swap and floor, net (0.3 ) — Revolving credit facility commitment fees 0.2 0.2 $ 6.5 $ 9.6 Interest Rate Swap and Floor In March 2014, the Company entered into forward interest rate swap and floor contracts to manage and reduce its interest rate risk. The Company’s interest rate swap and floor have an effective date of December 31, 2015 and are settled on the last business day of each month of March, June, September and December, beginning March 31, 2016 through December 31, 2018. The Company made payments of $0.2 million and $0.4 million during the three months ended March 31, 2018 and 2017, respectively, representing the differential between the three-month LIBOR rate 1.693% and 2.705% and 0.998% and 2.705%, respectively, on the principal amount of $100.0 million. The Company marks-to-market its interest rate contracts quarterly with the unrealized and realized gains and losses included in interest expense in the condensed consolidated statements of income and comprehensive income. For the three months ended March 31, 2018 and 2017, the Company recorded realized losses of $0.2 million and $0.4 million, respectively. For the three months ended March 31, 2018 and 2017, the Company recorded unrealized gains of $0.5 million and $0.4 million, respectively. The liability is included in accounts payable and other current liabilities in the condensed consolidated balance sheets. Covenants The Amended and Restated Revolving Credit Facility contains a financial covenant requiring EEH to comply with a 5.50 to 1.00 Total First Lien Net 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 quarterly 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, 2018, the Company was not required to test this financial covenant and EEH was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8 . As of March 31, 2018, 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 $ 27.0 $ 27.0 $ — $ — Total assets at fair value $ 27.0 $ 27.0 $ — $ — Liabilities Interest rate swap and floor (a) $ 0.3 $ — $ 0.3 $ — Contingent consideration (a) 2.1 — — 2.1 Total liabilities at fair value $ 2.4 $ — $ 0.3 $ 2.1 (a) Included in accounts payable and other current liabilities in the condensed consolidated balance sheets. As of December 31, 2017, 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 $ 10.9 $ 10.9 $ — $ — Total assets at fair value $ 10.9 $ 10.9 $ — $ — Liabilities Interest rate swap and floor (a) $ 0.8 $ — $ 0.8 $ — Contingent consideration (a) 1.6 — — 1.6 Total liabilities at fair value $ 2.4 $ — $ 0.8 $ 1.6 (a) Included in accounts payable and other current liabilities in the condensed consolidated balance sheets. The contingent consideration liability of $1.6 million at December 31, 2017, was remeasured and increased by $0.5 million to $2.1 million during the three months ended March 31, 2018 based upon our completed evaluation of the related revenue target. The change in the fair value of the liability was recorded in sales, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The contingent consideration liability was settled in April 2018. |
Shareholders' Equity and Stock-
Shareholders' Equity and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity and Stock-Based Compensation | 9 . Emerald Expositions Events, Inc. Common Stock Issuances On January 26, 2018, the Board of Directors declared and approved a dividend on each share of common stock outstanding on the record date (February 9, 2018), payable to the Company’s common stock holders on February 23, 2018. The dividend payment was $0.07 per share and resulted in an aggregate dividend payment of $5.1 million. On April 28, 2017, the Company’s stock began trading on the New York Stock Exchange under the symbol “EEX”. On May 3, 2017, the Company completed the initial public offering of its common stock. The Company sold a total of 10,333,333 shares of common stock. Emerald Expositions Events, Inc. 2013 Stock Option Plan (“the 2013 Plan”) and 2017 Omnibus Equity Plan (“the 2017 Plan”) In April 2017, the Company adopted the 2017 Plan. The Company’s stockholders approved the 2017 Plan and it became effective in connection with the Company’s initial public offering. Under the 2017 Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock, restricted stock units (“RSUs”) and stock appreciation rights, dividend equivalent rights, share awards and performance-based awards to employees, directors or consultants. The Company has initially reserved 5,000,000 shares of its common stock for issuance under the 2017 Plan. Stock-Based Compensation The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, have been satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The related deferred tax benefit for stock-based compensation recognized was $0.3 million and $0.2 million, for the three months ended March 31, 2018 and 2017, respectively. Restricted Stock Units The Company periodically grants RSUs that contain service and, in certain instances, performance conditions to certain executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three months ended March 31, 2018 and 2017 was $0.4 million and zero, respectively. RSU activity for the three months ended March 31, 2018 was as follows: (share data in thousands) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2017 103 $ 22.03 Granted 168 21.83 Forfeited (1 ) 22.08 Vested (1 ) 22.66 Unvested balance, March 31, 2018 269 $ 21.91 Stock Options The Company recognized stock-based compensation expense relating to stock option activity of $0.8 Stock option activity for the three months ended March 31, 2018, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (share data in thousands) (years) (millions) Outstanding at December 31, 2017 6,553 $ 10.82 Granted 986 22.08 Exercised (197 ) 13.06 Forfeited (36 ) 14.57 Outstanding at March 31, 2018 7,306 $ 12.26 5.24 $ 55.5 Exercisable at March 31, 2018 4,521 $ 10.54 5.59 $ 40.5 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 at March 31, 2018, for those options for which the market price was in excess of the exercise price. There was a total of $5.8 million unrecognized stock-based compensation expense at March 31, 2018 related to unvested stock options and RSUs expected to be recognized over a weighted-average period of 1.1 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10 . 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 and RSUs, 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 stock options 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. On April 10, 2017, the Company effected a 125-for-one stock split of the Company’s issued and outstanding common shares and increased its authorized shares of common stock to 800,000,000 shares. The par value of the common stock was not adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying unaudited condensed consolidated financial statements have been retroactively restated to reflect the stock split. Fractional shares resulting from the stock split were rounded down to the nearest whole share. The details of the computation of basic and diluted earnings per common share are as follows: Three Months Ended March 31, (dollars in millions, share data in thousands except earnings per share) 2018 2017 Net income $ 38.1 $ 28.3 Weighted average common shares outstanding 72,715 61,866 Basic earnings per share $ 0.52 $ 0.46 Net income $ 38.1 $ 28.3 Weighted average common shares outstanding 72,715 61,866 Diluted effect of stock options 3,104 1,919 Diluted weighted average common shares outstanding 75,819 63,785 Diluted earnings per share $ 0.50 $ 0.44 Anti-dilutive shares excluded from diluted earnings per share calculation 1,118 37 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11 . The Company has historically determined 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 estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes. Significant judgment is exercised in determining the income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. For the three months ended March 31, 2018 and 2017, the Company recorded provisions for income taxes of $12.5 million and $18.6 million, respectively, which resulted in effective tax rates of 24.7% and 39.5%, respectively. The differences between the statutory and effective tax rates are primarily attributable to the effects of state income taxes. Liabilities for unrecognized tax benefits and associated interest and penalties were $0.5 Enactment of Tax Cuts and Jobs Act The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017, and permanently reduces the U.S. federal corporate tax rate from 35% to 21%, effective January 1, 2018. SAB No. 118 allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law during the measurement period. As of March 31, 2018, the Company has not completed its accounting for the tax effects of the enactment of the Tax Act; however, the Company has made a reasonable estimate of the effects on its existing deferred tax balances. The Company recognized a provisional tax benefit of $52.1 million in the year ended December 31, 2017 associated with the items it could reasonably estimate. For the quarter ended March 31, 2018, there have not been any adjustments made to these estimates. The Company is still analyzing the Tax Act and refining its calculations, which could potentially impact the measurement of its tax balances. The Company expects to complete its analysis within the measurement period in accordance with SAB No. 118. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12 . Leases and Other Contractual Arrangements The Company has entered into operating leases and other contractual obligations to secure real estate facilities 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, the Company’s liability, if any, arising from regulatory matters and legal proceedings related to these matters is not expected to have a material adverse impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows. 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, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | 13 . Accounts payable and other current liabilities consisted of the following: (in millions) March 31, 2018 December 31, 2017 Accrued event costs $ 16.1 $ 3.6 Income tax payable 10.9 — Other current liabilities 7.6 6.4 Accrued personnel costs 3.2 7.6 Contingent consideration 2.1 1.6 Trade payables 1.7 5.3 Accrued interest 0.1 0.5 Total accounts payable and other current liabilities $ 41.7 $ 25.0 Other current liabilities are primarily comprised of corporate accruals and the current portion of the liability related to the interest rate swap and floor contract. S ee Note 7, Long-Term Debt , for additional information. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14 . On May 1, 2018, the Company’s Board of Directors approved, and the Company subsequently declared, the payment of a cash dividend of $0.0725 per share for the quarter ending June 30, 2018 to holders of record of the Company’s common stock as of May 15, 2018. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the operations of Emerald Expositions Events, Inc. (“the Company”) and its wholly-owned subsidiaries. These unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for Interim Reporting. All intercompany transactions, accounts and profits, if any, have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation 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, 2017. The December 31, 2017 condensed consolidated balance sheet was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2017, but does not include all of the footnote disclosures required by GAAP. The results for the three months ended March 31, 2018 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). ASU 2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB No. 118”), which was effective immediately. SAB No. 118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the Tax Cuts and Jobs Act. The adoption of ASU 2018-05 had no material impact on the Company's condensed consolidated financial statements as of and for the three months ended March 31, 2018. See Note 11, Income Taxes In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 clarifies when changes to the terms and conditions of share-based payment awards must be accounted for as modifications. Entities apply the modification accounting guidance only if there is a change to the value, vesting condition or award classification. The Company adopted ASU 2017-09 on January 1, 2018. The adoption of the standard did not have an impact on the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2018, as there were no modifications of share-based awards. In May 2014, the FASB issued ASU 2014-09, which creates Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Since the issuance of ASU 2014-09, the FASB has issued several amendments to provide additional supplemental guidance on certain aspects of the original pronouncement. Subsequent guidance issued after May 2014 did not change the core principles of ASU 2014-09. The standard eliminates the existing revenue recognition guidance including transaction and industry specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach by which an entity recognizes revenue upon the transfer of goods or services to customers at an amount that reflects the consideration expected to be received. The Company adopted ASC Topic 606 effective January 1, 2018 using the full retrospective method. As adoption of the standard had no material impact on the Company’s consolidated financial position, results of operations or cash flows, no restatement is required for each reporting period presented prior to the period of initial application. Recently Issued Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This update will permit entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform from the Tax Cuts and Jobs Act. This update will be effective for all interim and annual reporting periods beginning after December 15, 2018. Management is currently assessing the impact that adopting this new accounting standard will have on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required. This standard is effective for fiscal years beginning after December 15, 2018. Management is currently assessing the impact that adopting this new accounting standard will have on the Company’s condensed consolidated financial statements. There have been no other 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 when the customer obtains control of promised services and all performance obligations are met. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers receive the benefit of the Company’s services upon the completion of each trade show or conference event. A significant portion of the Company’s annual revenue is generated from the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue upon completion of each trade show. Trade show revenues represented approximately 87.0% and 91.7% of total revenues for the three months ended March 31, 2018 and 2017, respectively. The Company also generates registration and sponsorship revenue from the production of other events across a wide variety of forums. The Company recognizes other event revenue upon completion of each event. Other marketing services revenues primarily consist of advertising sales for industry publications and are recognized in the period in which the publications are issued. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event. Current deferred revenues as of March 31, 2018 and 2017 were $179.7 million and $153.2 million, respectively, and are reported as deferred revenues on the condensed consolidated balance sheets. Long-term deferred revenues as of March 31, 2018 and 2017 were $0.6 million and zero, respectively, and are reported as other noncurrent liabilities on the condensed consolidated balance sheets. Total deferred revenues, including the current and non-current portions, were $180.3 million and $194.5 million, as of March 31, 2018 and December 31, 2017, respectively. The following table represents the deferred revenue activity for the three months ended March 31, 2018 and 2017, respectively: (in millions) 2018 2017 Balance at beginning of period $ 194.5 $ 172.4 Consideration earned during the period (124.3 ) (120.4 ) Consideration received during the period 110.1 99.5 Additions related to business combinations — 1.7 Balance at end of period $ 180.3 $ 153.2 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 customer are satisfied. This generally occurs upon the completion of each trade show or other event. Revenue is measured as the amount of consideration the Company expects to receive upon completion of performance obligations. For the Company’s other marketing services, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customer 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 performance obligations. The Company applied a practical expedient which allows the exclusion of disclosure Disaggregation of Revenue The Company’s primary sources of revenue are from trade shows, other events and other marketing services. The following table represents revenues disaggregated by type: Three Months Ended March 31, (in millions) 2018 2017 Trade shows $ 123.7 $ 124.5 Other events 13.0 5.0 Other marketing services 5.5 6.2 Total revenues $ 142.2 $ 135.7 Substantially all of the Company’s revenues are related to the production of trade shows, other events and other marketing services in the United States. Contract Balances Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets that fall under the scope of ASC Topic 606. Contract liabilities generally consist of booth space sales, registration fees and sponsorship fees that are collected prior to the trade show or other event. The related revenue is recognized upon the completion of the applicable trade show or other event. Contract liabilities are reported on the condensed consolidated balance sheets as deferred revenues. The Company incurs sales commissions costs in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and events and the sales of advertising for industry publications. The Company’s contracts with customers are generally short term, as sales generally begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefitted by each commission to be less than one year, and as a result, the Company expenses sales commissions as incurred. Contract Estimates and Judgments The Company’s revenues accounted for under ASC Topic 606 generally do not require significant estimates or judgments based on the nature of the Company’s contracts. The sales price in the Company’s contracts are fixed and stated on the face of the contract. All consideration from contracts is included in the transaction price. The Company’s contracts with multiple performance obligations are all considered to be fulfilled upon the completion of each trade show, other event or publication issuance, as applicable. The Company’s contracts do not include variable consideration. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Deferred Revenue Activity | The following table represents the deferred revenue activity for the three months ended March 31, 2018 and 2017, respectively: (in millions) 2018 2017 Balance at beginning of period $ 194.5 $ 172.4 Consideration earned during the period (124.3 ) (120.4 ) Consideration received during the period 110.1 99.5 Additions related to business combinations — 1.7 Balance at end of period $ 180.3 $ 153.2 |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Three Months Ended March 31, (in millions) 2018 2017 Trade shows $ 123.7 $ 124.5 Other events 13.0 5.0 Other marketing services 5.5 6.2 Total revenues $ 142.2 $ 135.7 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Supplemental Pro-Forma Information | Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2017 acquisitions had occurred at the beginning of 2016, 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 acquisitions. 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 acquisitions 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 March 31, 2017 (in millions) (Unaudited) Pro-forma revenues $ 148.5 Pro-forma net income $ 31.9 |
CEDIA [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) January 25, 2017 Prepaid expenses $ 0.3 Goodwill 24.9 Intangible assets 11.1 Deferred revenues (1.5 ) Purchase price, including working capital adjustment $ 34.8 |
InterDrone [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) March 10, 2017 Goodwill $ 5.5 Intangible assets 2.9 Deferred revenues (0.2 ) Purchase price, including working capital adjustment $ 8.2 |
Snow Show [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) May 24, 2017 Goodwill $ 11.3 Intangible assets 5.8 Deferred revenues (0.3 ) Purchase price, including working capital adjustment $ 16.8 |
CPMG [Member] | |
Summary of the Fair Value of the Assets and Liabilities Acquired | The following table summarizes the fair value of the assets and liabilities at the date of acquisition: (in millions) November 29, 2017 Cash $ 0.6 Trade and other receivables 5.1 Prepaid expenses 0.5 Goodwill 21.1 Intangible assets 23.0 Accounts payable and other current liabilities (0.8 ) Deferred revenues (12.9 ) Purchase price, including working capital adjustment $ 36.6 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill: (in millions) Balance at December 31, 2017 $ 993.7 CPMG adjustment (0.6 ) Balance at March 31, 2018 $ 993.1 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: (in millions) December 31, 2017 Additions Transfers March 31, 2018 Indefinite-lived intangible assets Trade names $ 298.5 $ — $ — $ 298.5 Amortizable intangibles Customer-related intangibles 408.8 — — 408.8 Computer software 8.4 0.6 0.4 9.4 715.7 0.6 0.4 716.7 Accumulated amortization Customer-related intangibles (165.7 ) (10.8 ) — (176.5 ) Computer software (5.4 ) (0.3 ) — (5.7 ) (171.1 ) (11.1 ) — (182.2 ) Capitalized software in progress 0.4 0.2 (0.4 ) 0.2 Total intangible assets, net $ 545.0 $ (10.3 ) $ — $ 534.7 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: (in millions) March 31, 2018 December 31, 2017 Furniture, equipment and other $ 5.4 $ 5.3 Leasehold improvements 2.3 2.1 7.7 7.4 Less: Accumulated depreciation (3.8 ) (3.6 ) Property and equipment, net $ 3.9 $ 3.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt is comprised of the following indebtedness to various lenders: (in millions) March 31, 2018 December 31, 2017 Amended and Restated Term Loan Facility, with interest at LIBOR plus 2.75% (equal to 4.63% and 4.42% as of March 31, 2018 and December 31, 2017, respectively) and due 2024, net (a) $ 553.1 $ 554.2 Less: Current maturities 5.7 5.7 Long-term debt, net of current maturities, debt discount and deferred financing fees $ 547.4 $ 548.5 (a) Amended and Restated Term Loan Facility as of March 31, 2018 is recorded net of unamortized discount of $3.5 million and net of unamortized deferred financing fees of $4.2 |
Summary of Interest Expense | Interest expense reported in the condensed consolidated statements of income and comprehensive income consist of the following: Three months ended March 31, (in millions) 2018 2017 Senior secured term loan $ 6.3 $ 8.5 Noncash interest for amortization of debt discount and debt issuance costs 0.3 0.9 Realized and unrealized gain on interest rate swap and floor, net (0.3 ) — Revolving credit facility commitment fees 0.2 0.2 $ 6.5 $ 9.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of March 31, 2018, 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 $ 27.0 $ 27.0 $ — $ — Total assets at fair value $ 27.0 $ 27.0 $ — $ — Liabilities Interest rate swap and floor (a) $ 0.3 $ — $ 0.3 $ — Contingent consideration (a) 2.1 — — 2.1 Total liabilities at fair value $ 2.4 $ — $ 0.3 $ 2.1 (a) Included in accounts payable and other current liabilities in the condensed consolidated balance sheets. As of December 31, 2017, 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 $ 10.9 $ 10.9 $ — $ — Total assets at fair value $ 10.9 $ 10.9 $ — $ — Liabilities Interest rate swap and floor (a) $ 0.8 $ — $ 0.8 $ — Contingent consideration (a) 1.6 — — 1.6 Total liabilities at fair value $ 2.4 $ — $ 0.8 $ 1.6 (a) Included in accounts payable and other current liabilities in the condensed consolidated balance sheets. |
Shareholders' Equity and Stoc27
Shareholders' Equity and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Restricted Stock Units Activity | RSU activity for the three months ended March 31, 2018 was as follows: (share data in thousands) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2017 103 $ 22.03 Granted 168 21.83 Forfeited (1 ) 22.08 Vested (1 ) 22.66 Unvested balance, March 31, 2018 269 $ 21.91 |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2018, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (share data in thousands) (years) (millions) Outstanding at December 31, 2017 6,553 $ 10.82 Granted 986 22.08 Exercised (197 ) 13.06 Forfeited (36 ) 14.57 Outstanding at March 31, 2018 7,306 $ 12.26 5.24 $ 55.5 Exercisable at March 31, 2018 4,521 $ 10.54 5.59 $ 40.5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, (dollars in millions, share data in thousands except earnings per share) 2018 2017 Net income $ 38.1 $ 28.3 Weighted average common shares outstanding 72,715 61,866 Basic earnings per share $ 0.52 $ 0.46 Net income $ 38.1 $ 28.3 Weighted average common shares outstanding 72,715 61,866 Diluted effect of stock options 3,104 1,919 Diluted weighted average common shares outstanding 75,819 63,785 Diluted earnings per share $ 0.50 $ 0.44 Anti-dilutive shares excluded from diluted earnings per share calculation 1,118 37 |
Accounts Payable and Other Cu29
Accounts Payable and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 December 31, 2017 Accrued event costs $ 16.1 $ 3.6 Income tax payable 10.9 — Other current liabilities 7.6 6.4 Accrued personnel costs 3.2 7.6 Contingent consideration 2.1 1.6 Trade payables 1.7 5.3 Accrued interest 0.1 0.5 Total accounts payable and other current liabilities $ 41.7 $ 25.0 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue From Contract With Customer [Line Items] | ||||
Current deferred revenues | $ 179.7 | $ 153.2 | $ 192.6 | |
Total deferred revenues | $ 180.3 | 153.2 | $ 194.5 | $ 172.4 |
Maximum [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Revenue recognition of remaining performance obligations original expected period | 1 year | |||
Contracts with customers sales beginning period | 1 year | |||
Contracts with customers commission benefitted expected period | 1 year | |||
Other Noncurrent Liabilities [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Long-term deferred revenues | $ 0.6 | $ 0 | ||
Trade Shows [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Concentration risk, percentage | 87.00% | 91.70% |
Revenues - Deferred Revenue Act
Revenues - Deferred Revenue Activity (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | ||
Balance at beginning of period | $ 194.5 | $ 172.4 |
Consideration earned during the period | (124.3) | (120.4) |
Consideration received during the period | 110.1 | 99.5 |
Additions related to business combinations | 1.7 | |
Balance at end of period | $ 180.3 | $ 153.2 |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 142.2 | $ 135.7 |
Trade Shows [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 123.7 | 124.5 |
Other Events [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 13 | 5 |
Other Marketing Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 5.5 | $ 6.2 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | Nov. 29, 2017 | May 24, 2017 | Mar. 10, 2017 | Jan. 25, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Cash paid on purchase price consideration | $ 0 | $ 39.1 | |||||
Contingent consideration on purchase price | 2.1 | $ 1.6 | |||||
Increase (decrease) in fair value of contingent consideration liability | 0 | $ 3.8 | |||||
CEDIA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 34.8 | ||||||
Working capital adjustment | 1.2 | ||||||
CEDIA [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs incurred | $ 0.2 | ||||||
InterDrone [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 8.2 | ||||||
Working capital adjustment | 0.2 | ||||||
Cash paid on purchase price consideration | 4.4 | ||||||
Contingent consideration on purchase price | 3.8 | 4.1 | |||||
Increase (decrease) in fair value of contingent consideration liability | $ 0.3 | ||||||
InterDrone [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs incurred | $ 0.4 | ||||||
Snow Show [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 16.8 | ||||||
Working capital adjustment | 0.3 | ||||||
Contingent consideration on purchase price | $ 0.4 | ||||||
Business combination deferred payment term | 10 years | ||||||
Snow Show [Member] | Other Current and Noncurrent Liabilities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration on purchase price | $ 0.4 | ||||||
CPMG [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 36.6 | ||||||
Working capital adjustment | $ 1.4 | ||||||
CPMG [Member] | Custom Developed Software [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Adjustment to reflect fair value | $ 0.6 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Value of the Assets and Liabilities Acquired (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 29, 2017 | May 24, 2017 | Mar. 10, 2017 | Jan. 25, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 993.1 | $ 993.7 | ||||
CEDIA [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Prepaid expenses | $ 0.3 | |||||
Goodwill | 24.9 | |||||
Intangible assets | 11.1 | |||||
Deferred revenues | (1.5) | |||||
Purchase price, including working capital adjustment | $ 34.8 | |||||
InterDrone [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 5.5 | |||||
Intangible assets | 2.9 | |||||
Deferred revenues | (0.2) | |||||
Purchase price, including working capital adjustment | $ 8.2 | |||||
Snow Show [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 11.3 | |||||
Intangible assets | 5.8 | |||||
Deferred revenues | (0.3) | |||||
Purchase price, including working capital adjustment | $ 16.8 | |||||
CPMG [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 0.6 | |||||
Trade and other receivables | 5.1 | |||||
Prepaid expenses | 0.5 | |||||
Goodwill | 21.1 | |||||
Intangible assets | 23 | |||||
Accounts payable and other current liabilities | (0.8) | |||||
Deferred revenues | (12.9) | |||||
Purchase price, including working capital adjustment | $ 36.6 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Combinations [Abstract] | |
Pro-forma revenues | $ 148.5 |
Pro-forma net income | $ 31.9 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning balance | $ 993.7 |
Goodwill, ending balance | 993.1 |
CPMG [Member] | |
Goodwill [Line Items] | |
Purchase price adjustment | $ (0.6) |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | |
Intangible assets, gross, Beginning balance | $ 715.7 |
Intangible assets, gross, Additions | 0.6 |
Intangible assets, gross, Transfers | 0.4 |
Intangible assets, gross, Ending balance | 716.7 |
Accumulated amortization, Beginning balance | (171.1) |
Accumulated amortization, Additions | (11.1) |
Accumulated amortization, Ending balance | (182.2) |
Total intangibles, net, Beginning balance | 545 |
Total intangibles, net, Additions | (10.3) |
Total intangibles, net, Ending balance | 534.7 |
Customer-Related Intangibles [Member] | |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | |
Amortized intangibles, Beginning balance | 408.8 |
Amortized intangibles, Ending balance | 408.8 |
Accumulated amortization, Beginning balance | (165.7) |
Accumulated amortization, Additions | (10.8) |
Accumulated amortization, Ending balance | (176.5) |
Computer Software [Member] | |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | |
Amortized intangibles, Beginning balance | 8.4 |
Amortized intangibles, Additions | 0.6 |
Amortized intangibles, Transfers | 0.4 |
Amortized intangibles, Ending balance | 9.4 |
Accumulated amortization, Beginning balance | (5.4) |
Accumulated amortization, Additions | (0.3) |
Accumulated amortization, Ending balance | (5.7) |
Capitalized Software in Progress [Member] | |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | |
Capitalized software in progress, Beginning balance | 0.4 |
Capitalized software in progress, Additions | 0.2 |
Capitalized software in progress, Transfers | (0.4) |
Capitalized software in progress, Ending balance | 0.2 |
Trade Names [Member] | |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | |
Indefinite-lived intangible assets, Beginning balance | 298.5 |
Indefinite-lived intangible assets, Ending balance | $ 298.5 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 11.2 | $ 10.4 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7.7 | $ 7.4 |
Less: Accumulated depreciation | (3.8) | (3.6) |
Property and equipment, net | 3.9 | 3.8 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2.3 | 2.1 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5.4 | $ 5.3 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense related to property and equipment | $ 0.2 | $ 0.2 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ 5.7 | $ 5.7 |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 547.4 | 548.5 |
Amended and Restated Term Loan Facility, 4.63% and 4.42%, Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan Facility | $ 553.1 | $ 554.2 |
Long-Term Debt - Summary of L42
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) - Amended and Restated Term Loan Facility, 4.63% and 4.42%, Due 2024 [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Interest rate | 4.63% | 4.42% |
Maturity year | 2,024 | 2,024 |
Unamortized discount | $ 3.5 | $ 3.6 |
Unamortized deferred financing fees | $ 4.2 | $ 4.4 |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.75% | 2.75% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Proceeds from borrowings | $ 0 | $ 15,000,000 | |
Amended and Restated Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings | 0 | 15,000,000 | |
Repayment of line of credit | 0 | $ 0 | |
Stand-by letters of credit | $ 900,000 | $ 900,000 |
Long-Term Debt - Amended and Re
Long-Term Debt - Amended and Restated Senior Secured Credit Facilities - Additional Information (Detail) - USD ($) $ in Millions | Nov. 29, 2017 | Nov. 27, 2017 | May 22, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Amended and Restated Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured debt | $ 553.1 | $ 554.2 | |||
Decrease in applicable margin | 0.25% | ||||
Amended and Restated Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Decrease in applicable margin | 0.25% | ||||
Senior Secured Term Loan [Member] | Amended and Restated Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured debt | $ 565 | ||||
Secured debt maturity period | 7 years | ||||
Security debt maturity date | May 22, 2024 | ||||
Senior Secured Term Loan [Member] | Amended and Restated Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured debt | $ 150 | ||||
Security debt maturity date | May 23, 2022 |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | ||
Noncash interest for amortization of debt discount and debt issuance costs | $ 0.3 | $ 0.9 |
Realized and unrealized gain on interest rate swap and floor, net | (0.3) | |
Interest expense, total | 6.5 | 9.6 |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest expense on senior secured term loan | 6.3 | 8.5 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility commitment fees | $ 0.2 | $ 0.2 |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swap and Floor - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | ||
Unrealized gains on derivatives | $ 500,000 | $ 400,000 |
Interest Rate Floor [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Effective date | Dec. 31, 2015 | |
Payment of debt | $ 200,000 | 400,000 |
Principal amount | 100,000,000 | |
Realized losses on derivative | 200,000 | 400,000 |
Unrealized gains on derivatives | $ 500,000 | $ 400,000 |
LIBOR [Member] | Minimum [Member] | Interest Rate Floor [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.693% | 0.998% |
LIBOR [Member] | Maximum [Member] | Interest Rate Floor [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.705% | 2.705% |
Long-Term Debt - Covenants - Ad
Long-Term Debt - Covenants - Additional Information (Detail) - Amended and Restated Revolving Credit Facility [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35.00% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 10 |
First Lien [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 550.00% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 27 | $ 10.9 |
Total assets at fair value | 27 | 10.9 |
Liabilities | ||
Interest rate swap and floor | 0.3 | 0.8 |
Contingent consideration | 2.1 | 1.6 |
Total liabilities at fair value | 2.4 | 2.4 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 27 | 10.9 |
Total assets at fair value | 27 | 10.9 |
Liabilities | ||
Interest rate swap and floor | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Interest rate swap and floor | 0.3 | 0.8 |
Contingent consideration | 0 | 0 |
Total liabilities at fair value | 0.3 | 0.8 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Interest rate swap and floor | 0 | 0 |
Contingent consideration | 2.1 | 1.6 |
Total liabilities at fair value | $ 2.1 | $ 1.6 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Contingent consideration | $ 2.1 | $ 1.6 |
Increase in fair value of contingent consideration liabilities | $ 0.5 |
Shareholders' Equity and Stoc50
Shareholders' Equity and Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 26, 2018 | May 03, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Apr. 30, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividend payment | $ 5.1 | $ 0 | |||
Deferred tax benefit for stock-based compensation | 0.3 | 0.2 | |||
Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0.4 | 0 | |||
Stock Options and RSUs [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 5.8 | ||||
Unrecognized stock-based compensation expense weighted average period of recognition | 1 year 1 month 6 days | ||||
2017 Omnibus Equity Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, reserved for issuance | 5,000,000 | ||||
2013 and 2017 Plans [Member] | Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0.8 | $ 0.6 | |||
IPO [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total shares of common stock sold | 10,333,333 | ||||
Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividends payable, date declared | Jan. 26, 2018 | ||||
Dividends payable, date to be paid | Feb. 23, 2018 | ||||
Dividends payable, date of record | Feb. 9, 2018 | ||||
Dividend paid, per share | $ 0.07 | ||||
Dividend payment | $ 5.1 |
Shareholder's Equity and Stock-
Shareholder's Equity and Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Unvested, Beginning Balance | shares | 103 |
Number of RSUs, Granted | shares | 168 |
Number of RSUs, Forfeited | shares | (1) |
Number of RSUs, Vested | shares | (1) |
Number of RSUs Unvested, Ending Balance | shares | 269 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares | $ 22.03 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 21.83 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 22.08 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 22.66 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 21.91 |
Shareholders' Equity and Stoc52
Shareholders' Equity and Stock-Based Compensation - Schedule of Stock Option Award Activity (Detail) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options Outstanding, Beginning Balance | shares | 6,553 |
Number of Options, Granted | shares | 986 |
Number of Options, Exercised | shares | (197) |
Number of Options, Forfeited | shares | (36) |
Number of Options Outstanding, Ending Balance | shares | 7,306 |
Number of Options, Exercisable | shares | 4,521 |
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ / shares | $ 10.82 |
Weighted-Average Exercise Price per Option, Granted | $ / shares | 22.08 |
Weighted-Average Exercise Price per Option, Exercised | $ / shares | 13.06 |
Weighted-Average Exercise Price per Option, Forfeited | $ / shares | 14.57 |
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | $ / shares | 12.26 |
Weighted-Average Exercise Price per Option, Exercisable | $ / shares | $ 10.54 |
Weighted-Average Remaining Contractual Term, Outstanding Balance | 5 years 2 months 26 days |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 7 months 2 days |
Aggregate Intrinsic Value, Balance | $ | $ 55.5 |
Aggregate Intrinsic Value, Exercisable | $ | $ 40.5 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | Apr. 10, 2017shares | Mar. 31, 2018shares | Dec. 31, 2017shares |
Earnings Per Share [Abstract] | |||
Stock split, conversion ratio | 0.008 | ||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
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, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net income | $ 38.1 | $ 28.3 |
Weighted average common shares outstanding | 72,715 | 61,866 |
Basic earnings per share | $ 0.52 | $ 0.46 |
Net income | $ 38.1 | $ 28.3 |
Basic weighted average common shares outstanding | 72,715 | 61,866 |
Diluted effect of stock options | 3,104 | 1,919 |
Diluted weighted average common shares outstanding | 75,819 | 63,785 |
Diluted earnings per share | $ 0.50 | $ 0.44 |
Anti-dilutive shares excluded from diluted earnings per share calculation | 1,118 | 37 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 12.5 | $ 18.6 | |
Effective income tax rates | 24.70% | 39.50% | |
Liabilities for unrecognized tax benefits and associated interest and penalties | $ 0.5 | $ 0.5 | |
Statutory federal income tax rate | 21.00% | 35.00% | |
Provisional tax benefit recorded | $ 52.1 |
Accounts Payable and Other Cu56
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued event costs | $ 16.1 | $ 3.6 |
Income tax payable | 10.9 | |
Other current liabilities | 7.6 | 6.4 |
Accrued personnel costs | 3.2 | 7.6 |
Contingent consideration | 2.1 | 1.6 |
Trade payables | 1.7 | 5.3 |
Accrued interest | 0.1 | 0.5 |
Total accounts payable and other current liabilities | $ 41.7 | $ 25 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - $ / shares | May 01, 2018 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||
Dividend declared per share | $ 0.07 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Dividend declared date | May 1, 2018 | |
Dividend declared per share | $ 0.0725 | |
Dividend record date | May 15, 2018 |